BYLAWS OF THE FOUNDATION OF THE ROTARY CLUB OF ALAMO, CALIFORNIA

 

(A California Nonprofit Public Benefit Corporation) 

Article I

ORGANIZATION AND OBJECTIVES 

Section 1.1: Organization.  THE FOUNDATION OF THE ROTARY CLUB OF ALAMO, CALIFORNIA (the “Foundation”) is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the California Nonprofit Public Benefit Corporation Law for exclusively public and charitable purposes.

Section 1.2: Foundation Funds.  Subject to such restrictions as may be prescribed by these Bylaws, the Board of Directors may on such terms and conditions as it deems advisable, accept any gifts, devises and bequests of money or property or of the income therefrom, whether such gift be in free or in trust, for the general objectives of the foundation or, as the case may be, for such uses and trusts as may be prescribed by the donor or testator.  All such gifts, devises or bequests, together with such surplus funds of the FOUNDATION OF THE ROTARY CLUB OF ALAMO, CALIFORNIA as the Board of Directors thereof by resolution may, from time to time, set aside for that, shall constitute and become part of the fund of this Foundation.

Section 1.3: Title to Foundation Property. Title to all property of the Foundation shall be vested in the Board of Directors and their successors, who, except as otherwise provided by these Bylaws or by the terms of the gift, devise, or bequest, shall hold, manage, invest and reinvest, and administer it, and with the approval of the Board of Directors, expend the corpus and the net income there from, as a single trust, for the furtherance of the purposes of the Foundation or the object of Rotary, or of any philanthropic, charitable, public, or other eleemosynary purpose, object, movement, or institution, sponsored or approved by the Board of Directors.

Section 1.4: Expenditure Responsibility.  All necessary expenses of administering the Foundation shall be paid out of the funds of the Foundation. The Board of Directors shall have power to expend the funds of the Foundation remaining after necessary expense of administration as follows:

Section 1.4.1: Restricted Contributions.  Subject to acceptance of the terms and conditions thereof by the Board of Directors a donor or testator may make provision for the Foundation by lifetime gift or by Will by designation of the use, program, project or activity to be furthered and funded and the terms and conditions applicable thereto (a  “Designated Fund”).  The Board of Directors shall have full power to expend the income from (and, if so specifically provided, the corpus of) any Designated Fund of the Foundation for any purpose specifically designated and prescribed by the donor or testator and agreed to by the Board of Directors prior to their acceptance thereof.  

Section 1.4.2: Unrestricted Contributions.  Absent specific designation by the donor or testator, all contributions to the Foundation shall be credited to the general fund of the Foundation to be utilized for its general objectives. Subject to final approval by appropriate resolution, the Board of Directors is empowered to approve by resolution expenditure of Foundation corpus and net income therefrom for the general objectives of the Foundation. However, notwithstanding the fact that final approval of an expenditure has been provided for by appropriate resolution of the Board of Directors, no expenditure of Foundation corpus or net income shall be made if the Board of Directors determines that such expenditure would carryon an activity not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue  Code  of   1986  (or the corresponding provision of any future United States Internal Revenue Law) and exempt from California income tax under Section 2370ld of the Revenue and Taxation Code (or the corresponding provisions of any future California Revenue and Taxation Law), or by a corporation contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

Section 1.5: Limitation on Corporate Activities.  The Foundation is organized and is to be operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law). The Foundation is not organized, nor shall it be operated, for any pecuniary gain or profit, and it does not contemplate the distribution of gains, profits or dividends to the directors thereof or to any private individual or private shareholder, as the latter is defined for purposes of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

Notwithstanding any other provisions of these Bylaws, the Foundation shall not engage in any activities or exercise any powers that are not in furtherance of the exclusively public and charitable purposes of the Foundation.

Furthermore, notwithstanding any other provision of these Bylaws, the Foundation shall not carryon any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) and exempt from California income tax under Section 23701d of the Revenue and Taxation Code or the corresponding provisions of any future California Revenue and Taxation Law), or (b) by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

No substantial part of the activities of the Foundation shall consist of the carrying on of propaganda, or otherwise attempting to influence legislation, nor shall the foundation participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.  

Article II

OFFICES

Section 2.1: Principal Office.  The principal office of the Foundation shall be located at 1699 Liahona Lane, Danville, California, 94526.  The Board of Directors may change the principal office from one location to another location within Contra Costa County, California, as the Board of Directors may designate or as the business of the Foundation may require from time to time.  Any change of location of the principal office shall be noted by the Secretary on these Bylaws opposite this Section, or this Section may be amended to state the new location.

Section 2.2: Other Offices.  One or more branch or other subordinate offices may be established at any time by the Board of Directors at any place or places within Contra Costa County, California, as the Board of Directors deems appropriate.

Section 2.3: Fiscal Year.  The fiscal year of the Foundation shall commence on the first day of January in each year and end on the last day of December in each year.  

Article III

MEMBERS

The Foundation shall have no members.

Article IV

MEETINGS

 

Section 4.1: Place of Meetings.  Meetings (whether annual, special or adjourned) shall be held at any place within Contra Costa County, California, which may be designated from time to time by resolution of the Board of Directors.

Section 4.2: Conduct of Meetings.  Meetings of members of the Board (whether annual, special or adjourned) shall be conducted in accordance with this Section 4.2 of this Article IV:

Section 4.2.1 Chairperson.  The Chairperson of the Foundation or, in his absence, any other person chosen by a majority of the Board of Directors, shall be Chairperson of and shall preside over the meetings of the directors.

Section 4.2.2 Secretary.  The Secretary of the Foundation shall act as the secretary of all meetings of directors; provided that in his absence, the Chairperson of the meetings of directors shall appoint another person to act as secretary of the meetings.

Section 4.2.3 Rules of Order.  The Robert’s Rules of Order, as may be amended from time to time, shall govern the meetings of directors insofar as such rules are not inconsistent with or in conflict with these Bylaws, the Articles of Incorporation of the Foundation, or Law.

Section 4.3: Time of Annual Meeting.  The annual meeting of the directors shall be held no later than November 15 in each year, or such other date or such other time as may fixed by the Board of Directors.

Section 4.4: Business of Annual Meeting.  At each annual meeting, two Directors shall be elected and any other proper business within the power of the directors shall be conducted.  

Section 4.5: Special Meetings.  Special meetings of the directors may be called in accordance with this Section 4.5 of this Article IV:

4.5.1 Persons Authorized to Call.  Special meetings of the directors may be called by the Board of Directors or by the Chairperson or by fifty percent (50%) of directors entitled to vote at that meeting.

4.5.2 Persons Authorized to Call.  If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by certified mail or by telegraphic or other facsimile transmission to the Chairperson or the Secretary of the Foundation. The officer receiving the request shall cause notice to be promptly given to the directors entitled to vote, in accordance with the provisions of Sections 4.7-4.9 inclusive of this Article IV, that a meeting will be held at the time requested by the person or persons calling the meeting, no less than thirty-five (35) nor more than ninety (90) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice.  Nothing contained in this Section 4.5.2 of this Article IV shall be construed as limiting, fixing or affecting the time when a meeting of directors called by action of the Board of Directors may be held.

4.5.3 Proper Business of Special Meeting.  No business, other than the business the general nature of which was set forth in the notice of the meeting, may be transacted at a special meeting.  

Section 4.6: Time and General Notice Requirements of Notice of Meetings.  All notices of meetings shall be given in accordance with Section 4.7 and 4.8 of this Article IV not less than 10 nor more than 90 days before the date of the meeting to each Director.  The notice shall state the place, date, and hour of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted (and no other business may be transacted at such a special meeting), or (2) in the case of the annual meeting, those matters which the Board of Directors, at the time of the giving of the notice, intends to present for action by the Directors. The preceding sentence notwithstanding, but subject to the further provisions of this Section 4.6, any proper matter may be presented for action by the directors at the annual meeting.  The notice of any meeting at which Directors are to be elected shall include the names of the persons who are nominees at the time of the notice.  

Section 4.7: Notice of Certain Agenda Items.  If an action is proposed to be taken at any meeting for approval of any of the following matters, the notice shall also state the general nature of that proposal:  

(a) a proposal to amend the Article of Incorporation;

(b) a proposal regarding reorganization, merger of consolidation involving this Foundation;

(c) a proposal to wind up and dissolve this Foundation;

(d) a proposal to remove a Director without a cause;

(e) a proposal to fill a vacancy on the Board of Directors; or

(f) a proposal to indemnify an agent of the Foundation.  

Section 4.8: Manner of Giving Notice.  Notice of a meeting shall be given either personally or by publication in the newsletter or by other means of written communication.  Notice shall be deemed to have been given at the time when delivered personally to the recipient by the person giving notice or when published in the newsletter or when given by other means of written communication, i.e., fax, letters and electronic mail.  

A declaration of publication or of other means of giving any notice of any meeting may be executed, by the Secretary of the Foundation, and if so executed, shall be filed and maintained in the minute book of the Foundation and shall be prima facie evidence of the giving of the notice.  

Section 4.9: Quorum.  A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn.  Every action taken or decision made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be the act of the Board, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to (a) approval of contracts or transactions in which a Director has a direct or indirect material financial interest, (b) approval of certain transactions between corporations having common directorships, (c) creation of and appointments to committees of the Board, and (d) indemnification of Directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of Directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.  

4.9.1 Adjournment for Lack Of Quorum.  In the absence of a quorum, any meeting of directors of the Board may be adjourned from time to time by the vote of a majority of the Directors present in person, but no other business may be transacted, except as provided in the following subsection.  

4.92 Effect of Loss of Quorum Previously Present.  The Directors present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum, if any action 1 taken (other than adjournment) is approved by at least a majority of the Directors required to constitute a quorum.

Section 4.10: Adjournment and Notice of Adjourned Meetings.  Any meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the Directors present in person at the meeting, but in the absence of a quorum, no other business may be transacted at the meeting, except as provided in Section 4.9.2 of this Article IV.

When any meeting, either annual or special, whether or not a quorum is present, is adjourned to another time or place, unless these Bylaws otherwise require and except as provided in this section, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting of the adjournment is taken. However, if the adjournment is for more than 45 days or if after the adjournment a new record date is fixed for adjourned meeting, a notice of the adjourned meeting shall be given to each director of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 4.6-4.8 inclusive of this Article IV.  At the adjourned meeting the Foundation may transact any business which might have been transacted at the original meeting.

Section 4.12: Voting.  The directors entitled to vote at any meeting of directors shall be determined in accordance with the provisions of Section 4.14 of this Article IV.  The directors’ vote may be by voice vote or by ballot; provided, however, that any election for Directors must be by ballot if demanded by “any director before the voting has begun”.  

Section 4.12.1 One Director-One Vote.  Each director who is entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the directors.   

Section 4.12.2 No Proxy Voting.  Directors entitled to vote shall not be permitted to vote or to act by proxy.

Section 4.13: Action by Written Ballot Without a Meeting.  Any action that may be taken at any meeting may be taken without a meeting by complying with this Section 4.13 of this Article IV.

Section 4.13.1 Solicitation of Written Ballots.  The Foundation shall distribute one written ballot to each director entitled to vote on the matter. Such ballots shall be delivered in person or mailed to the director by first class mail, charges prepaid, and shall be addressed to the director at the address shown on the directorship list of the Foundation. All solicitations of votes by written ballot shall (1) indicate the number of responses needed to meet the quorum requirement; (2) with respect to percentage of approvals necessary to pass the measure or measures; and (3) provide a reasonable time within which to return the ballot to the Foundation.  Any written ballot distributed to a director shall provide, subject to reasonable specified conditions, that if the director solicited specifies a choice with respect to any such matter, the vote shall be cast in accordance with that specification.

Section 4.13.2 Number of Votes and Approvals Required.  Approval by written ballot shall be valid only by (1) the number of votes cast by ballot (including those 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 meeting authorizing the action, and (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.

Section 4.13.3 Revocation.  A written ballot may not be revoked.

4.13.4 Filing.  All written ballots shall be filed with the Secretary of the Foundation and maintained in the corporate records for at least one year.  

Section 4.14: Record Date for Notice. Voting. Written Ballots. and other Actions.  For purposes of determining the directors entitled to notice of any meeting, entitled to vote at any meeting, entitled to vote by written ballot, or entitled to exercise any rights with respect to any lawful action, the Board of Directors may, in advance, fix a record date.  The record date so fixed:

(a) for notice of a meeting shall not be more that 90 nor less than 10 days before the date of the meeting;

(b) for voting at a meeting shall not be more than 60 days before the date of the meeting;

(c) for voting by written ballot shall not be more than 60 days before the day on which the first written ballot is   mailed or solicited; and

(d) for any other action shall not be more than 60 days before that action.
 

If not otherwise fixed by the Board of Directors, the record for date for determining director entitled (1) to receive notice of a meeting of directors 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, and (2) to vote at the meeting shall be the day on which the meeting is held.

If not otherwise fixed by the Board of Directors, the record date for determining those directors 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 of Directors, the record date for determining those directors entitled to exercise any rights with respect to any other lawful action shall be the date on which the Board of Directors adopts the resolution relating to that action, or the 60th day before the date of that action, whichever is later.

For purposes of this Section 4.14 of this Article IV, a person holding a directorship at the close of business on the record date shall be a director of record.

Section 4.15: Inspectors of Election.  In advance of any meeting of directors, the Board of Directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting and any adjournment thereof.  If inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, the Chairperson of any meeting of directors may, and on the request of any director shall, appoint inspectors of election (or persons to replace those who so fail or refuse) at the meeting. The number of inspectors shall be either one or three. If appointed at meeting on the request of one or more directors, the majority of directors present in person shall determine whether one or three inspectors are to be appointed.

 

The inspectors of election shall determine the number of voting directorships outstanding, the number represented at the meeting, the existence of a quorum, receive votes, ballots or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes or consents, determine when the polls shall close, determine the result, and do such acts as may be proper to conduct the election or vote with fairness to all directors.

The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability, and as expeditiously as is practical.  If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all.  Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.  

Article VI

DIRECTORS 

Section 5.1: General, Specific and Prescribed Powers.  Subject to the provisions of the California Nonprofit Public Benefit Corporation Law and any limitations in the Articles of Incorporation, the business and affairs of the Foundation shall be managed and all corporate powers shall be exercised under the direction of the Board of Directors. The Board of Directors may delegate the management of the day-to-day operation of the business of the Foundation to a management committee or other person provided that the business and affairs of the Foundation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board of Directors.

Section 5.1.1: Specific Powers.  In administering the property of the Foundation, unless otherwise specifically provided by the terms of the gift, devise, or bequest, the Board of Directors shall have power to sell, lease, transfer, or exchange all or any part of said property at such prices and upon such terms and conditions and in such manner as they may deem best; to execute and deliver any proxies, powers of attorney, or agreements that they may deem necessary or proper and that may be permitted by law; to invest and reinvest in such loans, securities, or real estate as they may deem suitable or the investment of trust funds, irrespective of any law now or hereafter in force limiting the investments of trust funds, is made may permit; to determine whether money or property coming into their possession shall be treated as principal or principal or income and charge or apportion any expenses or losses to principal or income according as they may deem just and equitable; to select and employ in and about the execution of the Foundation, suitable agents and attorneys, including the employment of a trust company or trust companies to whom may be delegated, with the right of revocation reserved, such powers in managing and investing the trust estate as the jurisdiction may permit, and to pay their reasonable compensation and expenses; and the Directors in no event are to be held liable for any neglect, omission, or wrongdoing of such agents or attorneys, provided reasonable care shall have been exercised in their selection; and the Directors, save for their own gross neglect or willful default, shall not be liable for any loss or damage .

Section 5.1.2: Prescribed Powers.  Without prejudice to general and specific powers set forth above, and subject to the same limitations, the Board of Directors shall have the power to:  

(a)  select and remove, at the pleasure of the Board of Directors, all officers, agents, and employees of the Foundation; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation, and with these Bylaws; fix their compensation (if any); and require from them security for faithful service;

(b) change the principal office or the principal business office in the state of California from one location to another; and designate any place within Contra Costa County, California, for the holding of any directors’ meeting or meetings, including annual meetings;

(c) adopt, make, and use a corporate seal; prescribe the forms of certificate identifying directorship; and alter the form of the seal and certificates;

(d)  fix the duties and powers of committees and select and or remove, at the pleasure of the Board of Directors, all members of committees; and

(e)  adopt such rules and regulations and policies and procedure for the administration of the Foundation as in their opinion may be necessary or advisable provided that such matters shall not be contrary to the specifically expressed intention of the donor or testator.

 

Section 5.2: Number and Classes of Directors. The number of Directors of the Foundation shall be no less than nine (9). The exact number of Directors shall be nine (9) until changed, within the limits specified above, by a bylaw amending this Section 5.2, duly adopted by resolution of the Board of Directors.  

Section 5.2.1 Directors and Term of Office . The Directors of the Foundation shall consist of the currently serving President, President - Elect, Secretary, Treasurer, Community Service Chair and 4 elected members of the Rotary Club of Alamo.  Each such Director shall be designated and qualified concurrently with his/her designation and qualification to the Board of Directors of said Rotary Club of Alamo, and shall hold office for one fiscal year and until a successor has been designated and qualified. The remaining four directors elected from the membership of the said Rotary Club of Alamo shall hold office for 2 years except for the inception year of the Foundation of which the initial term shall be one year for at least two directors.  

Section 5.3: Qualifications of Directors.  The Directors of the Foundation shall be the currently serving Board of Directors and members of the Rotary Club of Alamo in good standing. 

Section 5.4: Compensation.  Directors shall serve without compensation, except that the Directors may receive such reimbursement for actual and necessary expenses (including expenses of attendance at meetings), as may be determined from time to time by resolution of the Board of Directors to be just and reasonable at the time the resolution is adopted.  

Section 5.5: Waiver of Bond.  The Directors shall not be required to give any bond for the faithful performance of their duties, any such bond required by any jurisdiction being waived.  

Article VI

MEETINGS OF DIRECTORS 

Section 6.1: Place of Meetings and Meetings by telephone.  Regular meetings of the Board of Directors may be held at any place that has been designated from time to time by resolution of the Board of Directors or in the notice of the meeting. In the absence of such a designation, regular meetings shall be held at such place as the Board of Directors of THE ROTARY CLUB OF ALAMO shall conduct its regular meetings. Special meetings of the Board of Directors shall be held at any place that has been designated in the notice or there is no notice, at the principal office of the Foundation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at the meeting.  

Section 6:2: Regular Meetings.  A meeting of the Board of Directors shall be held immediately after the adjournment of each annual meeting of the directors (which meeting shall be designated the Regular Annual meeting) and at such other times as may be designated from time to time by resolution of the Board of Directors. At the Regular Annual Meeting the Board of Directors shall organize itself for the current year, elect officers, and transact other proper business. The Regular Annual meeting and other regular meetings of the Board of Directors may be held without notice.  

Section 6.3: Special Meetings.  Special meetings of the Board of Directors may be called at any time by the Chairperson or by the Secretary, or by any four or more of the Directors.  

Section 6.4: Notice of Meetings.  Except in the case of regular meetings, notice of which has been dispensed with, notice of the time and place of special meetings shall be delivered personally or by telephone to each Director or sent by first-class mail, charges prepaid, addressed to each Director at that Director’s address as it is shown on the records of the Foundation.  In case the notice is mailed it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone, it shall be delivered personally or by telephone at least forty-eight (48) hours before the time of the holding of the meeting.  Any oral notice given personally or by telephone may be communicated either to the Director or to a person at the office of the Director whom the person giving the notice has reason to believe will promptly communicate it to the Director.  The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal office of the Foundation.  Except as set forth in Section 6.6, notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned.  

Section 6.5: Quorum.  A majority of the authorized number of Directors constitutes a quorum of the Board of Directors for the transaction of business, except for the purpose of adjournment as provided in Section 6.6 of this Article VI.  Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of  Directors, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to appointment of committees and to indemnification of Directors.  A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 6.6: Adjourned Meetings.  A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.  If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given in the manner specified in Section 6.4 of this Article VI prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.  

Section 6.7: Waiver of Notice and Consent.  Notice of a meeting need not be given to any who sign a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at the commencement, the lack of notice to such Director .

 

The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each or the Directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.  

Section 6.8: Action Without a Meeting.  Any action required or permitted to be taken by the Board of  Directors may be taken without a meeting, if all members of the Board of Directors shall individually or collectively consent shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors.  

Article VII

OFFICERS 

Section 7.1: Officers.  The officers of the Foundation shall be the Chairperson, the Secretary, and the Treasurer. The Foundation may also have, at the discretion of the Board of Directors, one or more Vice-Chairmen, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 7.3 of this Article VII.  No person may hold more than one office.  

Section 7.2: Election of Officers.  The officers of the Foundation, except such officers as may be appointed in accordance with provisions of Section 7.3 or Section 7.5 of this Article VII, shall be chosen annually by a majority vote of the Board of Directors, and each shall serve, except such officers subordinate to an officer upon whom a power or removal has been conferred by the Board of Directors, at the pleasure of the Board of Directors.  

Section 7.3: Subordinate Officers.  The Board of Directors may appoint, and may empower the Chairperson to appoint, such other Officers as the business of the Foundation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time determine.  

Section 7.4: Removal and Resignation of Officers.  Any officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting of the Board of Directors, or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the Foundation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective.

Section 7.5: Vacancies in Office.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office.

Section 7.6: Chairperson.  The Chairperson shall be the general manager and chief executive officer of the Foundation, and, subject supervision, direction, and control of the business and the officers of the Foundation. He or his appointed representative shall preside at all meetings of the directors and at meetings of the Board of Directors.  He shall have the general powers and duties of management usually vested in the Office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.  

Section 7.7: Vice-Chairperson.  In the absence or disability of the Chairperson, the Vice Chairperson, if any, in order of their rank as fixed by the Board of Directors, or, if not ranked, a Vice Chairperson designated by the Board of Directors, shall perform all the duties of the Chairperson, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chairperson.  The Vice Chairperson shall have such other powers and perform such other duties as from time to time and may be prescribed for them respectively by the Board of Directors or the Bylaws. 

Section 7.8: Secretary.  The Secretary shall keep, or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of Directors, committees of Directors, with the time and place of meetings, whether regular or special, and, if special, how authorized, the notice given, the names of those present at Directors' meetings or committee meetings, the number of directors present or represented at directors' meetings, and proceedings in general at such meetings.  

The Secretary shall keep, or cause to be kept, at the principal office of the Foundation a directorship list showing the names of all directors (regular and honorary) and their addresses, the classes of directorships held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.  

The Secretary of Assistant Secretary, or if they are absent or unable to act or refuse to act, another officer of the Foundation, shall give, or cause to be given, notice of all meetings of the directors and of the Board of Directors required by these Bylaws or by law to be given, and he shall keep the seal of the Foundation if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws.  

Nothing herein shall prevent the Secretary from appointing the attorney for the Foundation or some other person as the acting Secretary for taking and keeping minutes of all meetings of the Board of Directors and all meetings of directors and permitting the original minute book for the Foundation to be maintained at the business office of that person, provided that a copy of the contents of such minute book are maintained at the principal office of the Foundation.  

Section 7.9: Treasurer.  The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accountants of the properties and business transactions of the Foundation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, and fund balance, including unrestricted, temporarily restricted and permanently restricted funds. The books of account shall be at all reasonable times open to inspection by any Director.  

The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Foundation with such depositaries as may be designated by the Board of Directors, shall disburse the Foundation’s funds as the Board of Directors may order, shall render to the Chairperson and Directors, whenever they request it, an account of all of his transactions as Treasurer and of the financial condition of the Foundation, and shall have such other powers and perform such other duties as my be prescribed by the Board of Directors or these Bylaws.

Article VIII

COMMITTEES OF THE BOARD OF DIRECTORS 

Section 8.1: Appointment and Procedure.  The Board of Directors, by resolution adopted by a majority of the Directors then in office, provided a Quorum is present, and may designate one or more committees, each consisting of one or more Directors, to serve at the pleasure of the Board of Directors.  The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent member at any meeting of the committee.  

Section 8.2: Powers.  Any committee appointed by the Board of Directors, to the extent provided in the resolution of the Board of Trustees or these Bylaws, shall have all the authority of the Board of Directors, except that no committee, regardless of resolution of the Board of Directors, may:  

(a) take any final action on any matter which requires the approval or vote of the directors under the California Nonprofit Benefit Law; 

(b) fill vacancies on the Board of Directors or on any committee that has the authority of the Board of Directors; 

(c)  amend or repeal Bylaws or adopt new Bylaws;

(d)  amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable; or

(e)  appoint other committees of the Board of Directors or the members thereof.

 

Section 8.3: Meetings and Action of Committees.  Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions, of Article VI of these Bylaws, Section 6.1 (place of meetings), 6.2 (regular meetings), 6.4 (special meetings), 6.4 (notice), 6.5 (quorum), 6.7 (waiver of notice), 6.6 (adjournment and notice of adjournment), and 6.8 (action without meeting), with such changes in the context of these Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its directors, except that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee; special meeting of committees may also be called by committees shall also be given to all alternate director, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.  

Section 8.4: Executive Committee.  In the event that the Board of Directors appoints an Executive Committee, such Executive Committee, in all cases in which specific directions to the contrary shall not have been given by the Board of Directors, shall have and may exercise, during the intervals between the meetings of the Board of Directors, all the powers and authority of the Board of Directors in the management of the business and affairs of the Foundation (except as provided in Section 8.2 hereof) in such manner as the Executive Committee may deem best for the interests of the Foundation.  

Article IX

RECORDS AND REPORTS

 

Section 9.1: Maintenance and Inspection of Directorship List.  The Foundation shall keep at its principal office a record of its directors and the class of directorship held by each director.  

Section 9.2: Maintenance and Inspection of Bylaws.  The Foundation shall keep the original or a copy of the Bylaws as amended to date at its principal executive office, which shall be open to inspection by the directors’ at all reasonable time during office hours.  

Section 9.3: Maintenance and Inspection of Other Corporate Records.  The accounting books and records and minutes of proceedings of the directors and the Board of Directors and any committee and; committees of the Board of Directors shall be kept at such place or places designated by the Board of  Directors, or, in the absence of such designation, at the principal executive office of the Foundation. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any director at any reasonable time during usual business hours, for a purpose reasonable related to the director’s interests as a director.  The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts.  

Section 9.4: Inspection by Directors.  Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the foundation. This inspection by a Director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.  

Section 9.5: Reports.  An annual report shall be made to the Board of Directors.  The report shall include a written statement or receipts and disbursements for the fiscal year ending December 31 and shall be made no later than June 30 of each year.  The report shall show the net worth of all funds in the Foundation and also any outstanding commitments.  

Section 9.6: Financial Statements.  A copy of any annual financial statement and any income statement of the corporation for each  year, and any accompanying balance sheet of the Foundation as of the end of each such period, that has been prepared by the Foundation shall be kept on file in the principal executive office of the Foundation for ten (10) years and each such statement shall be exhibited at all reasonable times to any director demanding an examination of any such statement or a copy shall be mailed to any such director.  

Section 9.7: Annual Statement of General Information.  The Foundation shall, in each year of its existence and during the calendar month of the anniversary of the date of incorporation file with the Secretary of State of the State of California, on the prescribed form (S/O 100), a statement setting forth the authorized number of Directors, the names and complete business or residence addresses of the chief executive office, secretary , and chief financial officer, the street address of its principal executive office or principal business office in the state, and the general type of business constituting the principal business activity of the Foundation, together with a designation of the agent of the Foundation for the purpose of service of process, all incompliance with Section 1502 of the Corporations code of California.  

Article X

GENERAL CORPORATE MATTERS 

Section 10.1: Checks, Drafts, Evidence of Indebtedness.  All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the Foundation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

Section 10.2: Corporate Contracts and Instruments: How Executed.  The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Foundation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the Foundation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.  

Section 10.3: Representation of Shares of Other Corporation.  The Chairperson of the board, the president, or any vice president, or any other person authorized by resolution of the Board of Directors or by any of the foregoing designated officers, is authorized to vote on behalf of the Foundation any and all shares held by the Foundation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers. 

Section 10.4: Construction and Definitions.  Unless the context requires otherwise, the general provisions, rules of construction and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" enclosed both a legal entity and a natural person.  

Article XI

AMENDMENTS 

Section 11. 1: Amendment by Directors.  New Bylaws may be adopted, or these Bylaws maybe amended or repealed, by approval of the directors.  

Section 11.2: Amendment by Directors.  Subject to the rights of the directors as provided in Section 11.1 of this Article XI to adopt, or repeal Bylaws, Bylaws may be adopted, amended, or repealed by the Board of Directors, provided, however, that the Board of Directors may adopt a bylaw or amendment of a Bylaw changing the authorized number of Director only for the purpose of fixing the exact number of Directors within the limits specified in the Articles of Incorporation or in Section 5.2 of Article V of these Bylaws.