Amended and Restated Bylaws of Eastvale Community Foundation, Inc.{00006615.DOC V2} 1 Bylaws
AMENDED AND RESTATED BYLAWS OF
EASTVALE COMMUNITY FOUNDATION, INC.
A California Nonprofit Public Benefit Corporation
1. Name
The name of this corporation is Eastvale Community Foundation, Inc.
2. Principal Office of Corporation
The principal office for the transaction of the activities and affairs of this
Corporation shall be located at such place within the City of Eastvale as the
Board may from time to time designate by resolution. Any such change of
location must be noted by the Secretary on these Bylaws opposite this Section;
alternatively, this Section may be amended to state the new location.
3. Purpose of Corporation
The public and charitable purposes for which this Corporation is organized are to
lessen the burdens of government and to pro mote and support the cultural,
recreational and human services needs of the City of Eastvale.
4. Directors
A. This Corporation shall consist of no less than 7and not more than 13
Directors. Directors will be chosen by the current City Council of the City
of Eastvale, who may receive a recommendation by the current Board of
Directors.
B. All Directors serve at the will and pleasure of the City Council. No term
limits will be placed on the Board of Directors, as long as each Board
Member is in good standing and an active participant with Foundation
activities, meetings and events.
C. The qualifications of the Directors shall be as follows:
(1) Directors must be top quality people with reputations and
characters that are beyond question.
(2) Directors need to have an interest in and relevance to the
community and broad cultural and recreational interests.
(3) Directors should have a good understanding of business and how it
operates.
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(4) Directors, even though busy, must have the time and be willing to
use it as needed to support the work of the Foundation.
(5) Directors must exhibit a high interest in services on the Board and
the goals of such service.
(6) The Board of Directors should have a balance of interests,
experience and skills.
(7) Directors should have knowledge general business operations and
it is desirable to have knowledge of major corporations and their
operations. Personal contacts with corporate representatives at
key locations in the operation would be desirable.
(8) Directors should have fundraising capabilities and participate in all
Foundation fundraising events.
(9) Directors are expected to attend monthly Board meetings and the
yearly organizational meeting.
(10) Directors must be either residents of the City of Eastvale, or,
conduct business within the City of Eastvale.
Therefore, the Directors are people who bring something to the
Foundation, who have the ability to see the big picture and make the
decisions necessary to move the Foundation forward.
D. A vacancy or vacancies on the Board of Directors shall occur in the event
of (a) the death or resignation of any director; (b) the declaration by
resolution of the Board of a vacancy in the office of a Director who has
been convicted of a felony, declared of unsound mind by a court order, or
found by final order or judgment of any court to have breached a duty
under California Nonprofit Public Benefit Corporation Law, Chapter 2,
Article 3; (c) action by the City Council of the City of Eastvale removing the
director from office.
E. Resignation: Any Director may resign by giving written notice to the
Chairman of the Board, if any, or to the Executive Director or the
Secretary of the Board. The resignation shall be effective when the notice
is given unless it specifies a later time for the resignation to become
effective.
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5. Members
The Corporation shall have no Members other than the Board of Directors.
6. Board of Directors
A. The Board of Directors shall meet a minimum of once a month at a time
and place within the City of Eastvale as established by resolution of the
Board which resolution may be amended by majority of the Board.
B. A majority of Directors shall constitute a quorum to conduct business. The
majority of the quorum may take action. Every action taken o r decision
made by a majority of the Directors present at a duly held meeting at
which a quorum is present shall be an 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) creatio n 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 some Directors from that
meeting, if any action taken or decision made is approved by at least a
majority of the required quorum for that meeting.
C. Subject to the provisions and limitations of the California Nonprofit Public
Benefit Corporation Law and any other applicable laws, and subject to any
limitations of the Articles of Incorporation or Bylaws regarding actions that
require approval of the members, this Corporation’s activities and affairs
shall be managed, and all corporate powers shall be exercised, by or
under the direction of the Board.
D. The Board shall appoint all officers; for example the Executive Director,
Secretary and Chief Financial Officer. No person may simultaneously
serve as Executive Director and Chief Financial Officer. The Board may
remove any officer with or without cause. Any officer may resign at any
time by giving written notice to the Board. The resignation shall take effect
on the date the notice is received or at any later time specified in the
notice. Unless otherwise specified in the notice, the resignation need not
be accepted to be effective. Any resignation shall be without prejudice to
any rights of the Corporation under any contract to which the officer is a
party.
E. The Board of Directors shall establish procedures by Resolution in
accordance with the Brown Act for the noticing and conduct of meetings.
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In any event, meetings of the Board shall be in accordance with the Brown
Act.
F. The Chairperson, if any, or the Executive Director, may call a special
meeting of the Board at any time by written request, specifying the general
nature of the business proposed to be transacted. Notice shall be
promptly given in accordance with the Brown Act.
G. This Corporation shall not compensate Directors, members of committees,
officers or employees for their services, but may reimburse Directors,
members of committees, officers or employees for their reasonable and
necessary expenses incurred on behalf of the Corporation, in accordance
with such rules and procedures as may be established by Resolution of
the Board of Directors.
H. The Board of Directors may establish temporary ad -hoc committees to
work directly on specific projects or events. Any such temporary ad-hoc
committee established shall have a minimum of one active Board
Member. All decisions made by an ad-hoc committee are advisory only
and shall require approval of the collective Board of Directors.
7. Restriction on Interested Persons Serving as Directors
No more than 49 percent of the persons serving on the Board may be “interested
persons”. An interested person is (a) any person compensated by this
Corporation for services rendered to it within the previous 12 months, and (b) any
brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-
in-law, daughter-in-law, mother-in-law, or father-in-law of such person. However,
any violation of this paragraph shall not affect the validity or enforceability of
transactions entered into by this Corporation.
8. Responsibilities of Officers
A. Executive Director: The Executive Director shall be the General Manager
of this Corporation and shall supervise, direct, and control this
Corporation’s activities, affairs, and officers. The Executive Director shall
preside at all Board meetings, committee meetings, or as required by the
Board. The Executive Director shall have such other powers and duties as
the Board or the Bylaws may require.
B. Assistant Executive Director: If the Executive Director is absent or
disabled, the Assistant Executive Director shall perform all duties of the
Executive Director. When so acting, a Assistant Executive Director shall
have all powers of and be subject to all restrictions on the Executive
Director. The Assistant Executive Director shall have such other powers
and perform such other duties as the Board or the Bylaws may require.
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C. Secretary: The Secretary shall keep or cause to be kept, at this
Corporations’ principal office or such other place as the Board may direct,
a book of minutes of all meetings, proceedings, and actions of the Board,
of committees of the Board, and of members’ meetings. The minutes of
meetings shall include the time and place that the meeting was held;
whether the meeting was annual, general, or special, and, if special, how
authorized; the notice given; the names of persons present at Board and
committee meetings; and the number of members present or represented
at members’ meetings.
The Secretary shall keep or cause to be kept, at the principal California
office, a copy of the Articles of Incorporation and Bylaws, as amended to
date.
The Secretary shall give, or cause to be given, notice of all meetings of
the Board, and of committees of the Board that the Brown Act requires to
be given. The Secretary shall keep the corporate seal, if any, in safe
custody and shall have such other powers and perform such other duties
as the Board or the Bylaws may require.
D. Chief Financial Officer: The Chief Financial Officer shall keep and
maintain, or cause to be kept and maintained, adequate and correct books
and accounts of this Corporation’s properties and transactions. The Chief
Financial Officer shall send or cause to be given to the Directors such
financial statements and reports as are required to be given by law, by
these Bylaws, or by the Board. The books of account shall be open to
inspection by any Director at all reasonable times.
The Chief Financial Officer shall (i) deposit, or cause to be deposited, all
money and other valuables in the name and to the credit of this
Corporation with such depositories as the Board may designate; (ii)
disburse this Corporations’ funds as the Board may order; (iii) render to
the Executive Director, Chairman of the Board, if any, and the Board,
when requested, an account of all transactions as Chief Financial Officer
and of the financial condition of this Corporation; and (iv) have such other
powers and perform such other duties as the Board or the Bylaws may
require.
The Chief Financial Officer shall be the primary cosigner and contact for
the Corporation’s financial institution and all third party accounting and
bookkeeping firms for monthly reporting and filing annual tax returns.
If required by the Board, the Chief Financial Officer shall give this
Corporation a bond in the amount and with the surety or sureties specified
by the Board for faithful performance of the duties of the office and for
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restoration to this Corporation of all of its books, papers, vouchers, money,
and other property of every kind in the possession or under the control of
the Chief Financial Officer on his or her death, resign ation, retirement, or
removal from office.
8. Contracts/Loans Involving Directors and Officers
A. No Director of this Corporation nor any other corporation, firm,
association, or other entity in which one or more of this Corporation’s
Directors have a material financial interest, shall be interested, directly or
indirectly, in any contract or transaction with this Corporation, unless (1)
the material facts regarding that Director’s financial interest in such
contract or transaction or regarding such common Directorship,
officership, or financial interest are fully disclosed in good faith and noted
in the minutes, or are known to all members of the Board prior to the
Board’s consideration of such contract or transaction; (b) such contract or
transaction is authorized in good faith by a majority of the Board by a vote
sufficient for that purpose without counting the votes of the interested
Directors; (c) before authorizing or approving the transaction, the Board
considers and in good faith decides after reasonable investigation that this
Corporation could not obtain a more advantageous arrangement with
reasonable effort under the circumstances; and (d) this Corporation for its
own benefit enters into the transaction, which is fair and reasonable to this
Corporation at the time the transaction is entered into.
This subsection does not apply to a transaction that is part of a charitable
program of this Corporation if (a) approved in good faith without favoritism,
(b) results in a benefit to a Director or family because they are in a class of
persons to be benefited by the charitable program of this corporation.
B. This Corporation shall not lend any money or property to or guarantee the
obligation of any Director or officer without the approval of the Califo rnia
Attorney General; provided, however, that this Corporation may advance
money to a Director or officer of this Corporation for expenses reasonably
anticipated to be incurred in the performance of his or her duties if that
Director or officer would be entitled to reimbursement for such expenses
by this Corporation.
9. Maintenance of Records
This Corporation shall maintain:
A. Adequate books and records of account.
B. Written minutes of Board meetings.
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10. Right to Inspect
Every Director and member of the City Council of the City of Eastvale shall have
the absolute right at any reasonable time to inspect this Corporation’s books,
records, documents of every kind, physical properties, and the records of each
subsidiary. The inspection may be made in person or by the Director’s agent or
attorney. The right of inspection includes the right to copy and make extracts of
documents.
11. Annual Report
The Board shall cause an annual report to be sent to the Directors within (120)
days after the end of this Corporation’s fiscal year. That report shall contain the
following information, in appropriate detail:
A. The assets and liabilities, including the trust funds, of this Corporation as
of the end of the fiscal year;
B. The principal changes in assets and liabilities, including trust funds;
C. This Corporation’s revenue or receipts, both unrestricted and restricted to
particular purposes;
D. This Corporation’s expenses or disbursements for both general and
restricted purposes;
E. Any information required by these Bylaws; and
F. An independent accountants’ reports or, if none, the certificate of an
authorized officer of this Corporation that such statements were prepared
without audit from this Corporation’s books and records.
This requirement of an annual report shall not apply if this Corporation receives
less than $25,000 in gross receipts during the fiscal year, provided, however, that
the information specified above for inclusion in an annual report must be
furnished annually to any Director who requests it in writing.
12. Execution of Instruments, Deposits, Checks
By Resolution the Board shall establish the authority of officers to execute
instruments, receive deposits, to open bank accounts, and to sign checks for this
Corporation.
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13. 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 the
preceding sentence, the masculine gender includes the feminine and neuter, the
singular includes the plural, the plural includes the singular, and the term
“person” includes both a legal entity and a natural person.
14. Dedication of Assets
The property of this Corporation is irrevocably dedicated to public and charitable
purposes and no part of the net income or assets of this Corporation shall ever
inure to the benefit of any Director, officer or member thereof or to the benefit of
any private person. Upon the dissolution or winding up of the corporation, its
assets (other than trust funds) remaining after payment, or provision for payment,
of all debts and liabilities of this Corporation shall be distributed to one or more
nonprofit corporations organized and operated for the benefit of the City of
Eastvale, such corporation or corporations to be selected by the Board of
Directors of this Corporation with approval of the City Council of the City of
Eastvale. Such nonprofit corporation or corporations must be qualified for federal
income tax exemption under Section 501(c) (3) of the Internal Revenue Code,
and be organized and operate exclusively for charitable, scientific, literary or
educational purposes, or for a combination of sai d purposes. In the alternative,
upon dissolution of the corporation, the net assets, (other than trust funds), shall
be distributed to the City of Eastvale to be used for public purposes.
15. Insurance
This Corporation shall have the right, and shall u se its best efforts, to purchase
and maintain insurance to the full extent permitted by law on behalf of its officers,
Directors, employees, and other agents, to cover any liability asserted against or
incurred by any officer, Director, employee, or agent in such capacity or arising
from the officer’s, Director’s, employee’s or agent’s status as such.
16. Amendment of Bylaws
A simple majority of the Board may amend the Bylaws at any meeting. However,
no such amendment or modification shall alter the purpose of this Corporation as
set forth in Section 6. or in the Articles of Incorporation and/or affect in any
manner the tax exempt status of this Corporation and the donations to it
deductible from taxable income to the extent allowed by the provisions of t he
Code and other applicable legislation and regulations as they now exist or as
they may be amended in the future. Every amendment or modification of these
Bylaws shall be in writing, shall be signed by a majority of the Board of Directors
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then serving and shall be delivered to each of the members of the Board then in
office and shall be delivered in writing to the City Council of the City of Eastvale
which shall require a vote of at least three (3) Council members for approval.
The term "majority," as used in this Section, is as defined in the California
Nonprofit Corporation Law.
17. Maintenance of Records
The Secretary of the Corporation shall see that a true and correct copy of all
amendments of the Bylaws, duly certified by the Secretary, is attach ed to the
official Bylaws of the Corporation and is maintained with the official records of the
Corporation at the principal office of the Corporation.
18. Certificate of Secretary
A Certificate of the Secretary of this Corporation shall be affixed to the original, or
most recent amended version of the Bylaws, such Certificate to be in the
following form.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Secretary of the Eastvale
Community Foundation, a California Nonprofit Public Benefit Corporation, that
the above bylaws, consisting of __________ pages, are the bylaws of this
Corporation as adopted by the Board of Directors on _______, and that they
have not been amended or modified since that date.
Executed __________________ at Eastvale, California.
Secretary