Santa Ynez Valley Rotary Club Foundation

Transcription

1 Restated and Amended Bylaws of the Santa Ynez Valley Rotary Club Foundation a California Nonprofit Public Benefit Corporation With Members Article I Corporation Section 1.01 Name and Purpose The name of this corporation is Santa Ynez Valley Rotary Club Foundation. The purpose of this corporation is to benefit charitable programs in the Santa Ynez Valley, California area and elsewhere, specifically including but not limited to education scholarships; community projects; programs for youth, senior citizens, mentally and physically disadvantaged; and other health and humanity needs. Due consideration shall be given to projects recommended by the Rotary Club of The Santa Ynez Valley. Section 1.02 Principal Office The principal office of the Santa Ynez Valley Rotary Club Foundation (Foundation) shall be located within the greater Santa Ynez Valley area within Santa Barbara County, California at such place as the Board of Directors (Board) shall from time to time determine. The Board is granted full power and authority to change the principal office from one location to another. Article II Membership Section 2.01 Members The Foundation shall have one (1) class of members, who shall all be voting members. The members shall be current active members in good standing of the Rotary Club of The Santa Ynez Valley. Section 2.02 Annual Membership Meeting The members shall meet annually at a regularly scheduled Wednesday meeting of the Rotary Club of The Santa Ynez Valley in June, for the purpose of transacting such business as may come before the meeting, including the election of directors for such terms as are fixed in Section 3.08 and herein. The date of such meetings in June shall be set by the Board. Section 2.03 Special Meetings Special meetings of the members shall be called by any two (2) directors, or the President of the Foundation, or five (5%) percent of the membership and shall be held at such place as is designated in Section 2.02 of these Bylaws. 1 of 9

2 Section 2.04 Notice of Meetings Member meetings, whether annual or special, shall be held on no less than seven (7) days notice by first class mail, or seventy two (72) hours notice by electronic means, announcement, or by telephone. Any such notice shall be addressed or delivered to each member at such member s address, telephone, or electronic mail as it is shown upon the records of the Foundation and the Rotary Club of The Santa Ynez Valley. Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mail, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient, or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient. No meeting of members may be adjourned for more than forty-five (45) days. If a meeting is adjourned to another time or place, and a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member of record who, on the record date for each notice of the meeting, is entitled to vote. Section 2.05 Notice Contents The notice shall state the place, date, and time of the meeting and the general nature of the business to be transacted. In the case of annual meetings, the notice shall include the names of all nominees for directorship if an election is to be held. Section 2.06 Quorum A quorum at any meeting of members shall consist of a majority of the voting members represented in person. In the absence of a quorum, any meeting of members may be adjourned from time to time by a vote of the majority of members present, but no other business may be transacted. If a quorum is present at a duly held meeting, the members may continue to transact business until adjournment, notwithstanding the withdrawal of members to leave less than a quorum; provided however, that any action taken, other than adjournment, is approved by at least a majority of the required quorum for such meeting. Article III Board of Directors Section 3.01 Board of Directors The Board shall include the Officers (President, Secretary, Treasurer) and six (6) directors all of whom shall be members in good standing of the Rotary Club of The Santa Ynez Valley. 2 of 9

3 Section 3.02 Number of Directors The number of directors of the Foundation Board shall be nine (9). The authorized number of directors of the Foundation Board may be changed by an amendment to these Bylaws. This section can only be amended by a majority vote of the membership. Section 3.03 Place of Meetings Meetings of the Board shall be held at the principal office of the Foundation or at such location within the greater Santa Ynez Valley area as may be designated by the Board. Section 3.04 Regular Meetings Regular meetings of the Board shall be held at such time and place as may be fixed by the Board. Notice of meetings shall be delivered by the same procedures as defined in Article II Section Section 3.05 Special Meetings Special meetings of the Board for any purpose, or purposes, may be called by any two (2) of the members of the Board, or the President, or the Secretary of the Foundation and held at such place within the State of California, as is fixed in Section 3.03 of these Bylaws. Notice of Special meetings of the Board shall be delivered by the same procedures as defined in Article II Section Section 3.06 Quorum and Action of the Board of Directors A majority of the directors authorized in Section 3.02 of these Bylaws constitutes a quorum of the Board for the transaction of business, except for purposes of adjournment as provided in Section 3.11 of these Bylaws. If a quorum is present, the affirmative vote of a majority of the directors represented at the meeting and voting on any matter shall be the act of the Board, unless the vote of a greater number is required by law, by the Articles, or by these Bylaws, except that the members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of directors otherwise required to constitute a quorum, if any action taken (other than adjournment) is approved by at least a majority of the directors required to constitute a quorum. Subject to any limitations in the Articles of Incorporation or these Bylaws, the activities and affairs of the Foundation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the activities of the Foundation to any person or persons, Management Company, or committee or committees however composed, provided that the activities and affairs of the Foundation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Section 3.07 Eligibility Each director shall be a current active member in good standing of the Rotary Club of The Santa Ynez Valley. However, directors that also serve as directors or officers of the 3 of 9

4 Rotary Club of The Santa Ynez Valley shall not constitute a majority of the directors at any time. The Immediate Past President, of the Rotary Club of Santa Ynez Valley shall serve as a director of the Foundation during tenure in that position. Section 3.08 Election and Term of Office Directors shall be elected at the annual membership meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which he/she was elected and until his/her successor is elected or qualified. All elected directors (i.e. not including directors who take office by virtue of their Rotary Club of The Santa Ynez Valley position as set forth in Section 3.07) shall serve for three (3) year terms which shall be staggered with two or three new directors being elected each year. No elected director shall serve more that two (2) consecutive terms. The term of office for the elected directors of the first Board election subsequent to the adoption of these Bylaws, shall be as follows: (a) Three (3) shall be elected for one (1) year terms. (b) Three (3) shall be elected for two (2) year terms. (c) Two (2) shall be elected for three (3) year terms. Section 3.09 Resignation and Vacancies Subject to the provisions of Section 5226 of the California Nonprofit Public Benefit Corporation Law, any director may resign, effective upon giving written notice to the President, the Secretary, or the Board, unless the notice specifies a later time for the effectiveness of such resignation; provided, however, that no director may resign, except upon notice to the Attorney General, where the Foundation would then be left without a duly elected director or directors in charge of its affairs. If the resignation is effective at a future time, a successor may be elected to take office, when the resignation becomes effective. A vacancy on the Board shall be filled in the same manner as the director whose office is vacant was selected, provided that such vacancies shall be filled as they occurred and not on an annual basis. A vacancy on the Board shall be deemed to exist on the occurrence of the death, resignation or removal of any director, or if a director ceases to be a current active member in good standing of the Rotary Club of The Santa Ynez Valley or if the authorized number of directors is increased. The Board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty arising under Article 3 of the California Nonprofit Public Benefit Corporation Law or fails to attend three (3) consecutive meetings of the Board. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of that director s term of office. 4 of 9

5 Section 3.10 Waiver of Notice Notice of a meeting need not be given to any director who signed a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. Section 3.11 Adjournment 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 twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting of the directors who were not present at the time of the adjournment. Section 3.12 Action without Meeting Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action; provided, however, that the preceding provisions shall not include the consent of any director who has a material financial interest in the transaction to which the Foundation is a party and who is an interested director as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law. Such written consent or consents shall be filed with the minutes of the proceedings of the Board and shall have the same force and effect as the unanimous vote of such directors. Section 3.13 Fees and Compensation The Board shall serve without compensation. Section 3.14 Participation in Meetings by Conference Telephone Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another clearly. Article IV Officers Section 4.01 Officers The officers of the Foundation shall be a President, a Secretary, and a Treasurer. The Foundation also may have, at the discretion of the Board, one (1) or more Vice Presidents, and such other officers as may be elected or appointed in accordance with the provisions of Section 4.03 herein. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve concurrently as President. 5 of 9

6 Section 4.02 Election and Term of Office The Officers of the Foundation shall be elected by the Board at the first meeting of each fiscal year. Officers shall serve one (1) year terms. Such officers as may be elected or appointed in accordance with Sections 4.01, 4.03 or 4.05 herein shall serve at the pleasure of the Board. Section 4.03 Subordinate Officers The Board may elect or may empower the President to appoint such other officers from the Board 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 from time to time may determine. Section 4.04 Removal and Resignation Any officer may be removed with cause by a majority vote of the Board at any time. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment. Any officer may resign at any time by giving written notice to the Foundation without prejudice to the rights, if any, of the Foundation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and unless otherwise specified. Section 4.05 Vacancies 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 election or appointment to such office, provided that such vacancies shall be filled as they occur and not on an annual basis. Section 4.06 Duties of the President The President is the general manager of the Foundation and, subject to the control of the Board, shall be responsible for the general supervision, direction and control of the business and officers of the Foundation. The President shall preside at all meetings of the Board and the membership. The President has the general powers and duties of management usually vested in the office of president and general manager of a corporation and such other powers and duties as may be prescribed by the Board. Section 4.07 Duties of the Vice President (if any) In the absence or disability of the President, the Vice President, if any, shall perform all the duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions placed upon the President. The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board. 6 of 9

7 Section 4.08 Duties of the Secretary The Secretary shall keep or cause to be kept, at the principal office of the Foundation or such other place as the Board may order, a book of minutes of all meetings of the Board and its committees. The minutes shall include the date, time and place of meetings, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal office in the greater Santa Ynez Valley area, State of California, the original or a copy of the Foundation s Articles and Bylaws, as amended to date. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors required by law, or by these Bylaws to be given, shall keep the seal of the Foundation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board. Upon leaving office, the Secretary shall turn over to the incoming Secretary, or to the President, all Foundation files, documents, minutes, records, or any other Foundation property. In the absence of the President and Vice President, the secretary shall conduct the meetings and be subject to all the restrictions placed upon the President. Section 4.09 Duties of the Treasurer The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the properties and business transactions of the Foundation. The books of account shall be open at all reasonable times to inspection by any director. The Treasurer shall deposit, or cause to be deposited, all monies and other valuables in the name of and to the credit of the Foundation with such depositaries as may be designated by the Board. The Treasurer shall disburse the funds of the Foundation as may be ordered by the Board; shall render to the President and the directors, whenever requested, an account of all transactions as Treasurer and of the financial condition of the Foundation; shall prepare, or cause to be prepared, all requisite State and Federal filings; and shall have such other powers and perform such other duties as may be prescribed by the Board. Upon leaving office, the Treasurer shall turn over to the incoming Treasurer, or to the President, all funds, and books of accounts, documents, filings, or any other Foundation property. Article V Insurance and Director Liability Section 5.01 Personal Liability of Volunteer Directors or Officers To the fullest extent permitted by the California Nonprofit Public Benefit Corporation Law, as now in effect or as may hereafter be amended, there shall be no personal liability to a third party for monetary damages on the part of a volunteer director or volunteer executive officer of a nonprofit corporation, caused by the director s negligent act or omission in the performance of that person s duties as a director or officer, provided that the person s act or 7 of 9

8 omission was (1) within the scope of the director s or executive officer s duties, performed in good faith and is not reckless, wanton, intentional or grossly negligent, and (2) either the damages are covered by liability insurance or the director or executive officer and the Board had made all reasonable efforts in good faith to obtain available liability insurance. Section 5.02 Insurance The Foundation shall have power to purchase and maintain insurance on behalf of any agent of the Foundation, including but not limited to directors and officers, against any liability asserted against or incurred by the agent in such capacity or arising out of the agent s status. Article VI Miscellaneous Section 6.01 Fiscal Year The fiscal year of the Foundation shall be July 1 to June 30, or such other period as may be fixed by the Board. Section 6.02 Corporate Seal The corporate seal shall be circular in form, shall have the name of the Foundation inscribed thereon and shall contain the words Corporate Seal and California and the year the Foundation was formed in the center, or shall be in such form as may be approved from time to time by the Board. Section 6.03 Checks, Notes and Contracts. The Board shall determine from time to time who shall be authorized to sign checks, drafts, or other orders for payment of money on behalf of the Foundation; to sign acceptances, notes, or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments. Section 6.04 Annual Reports The Board shall cause an annual report to be sent to The Rotary Club of The Santa Ynez Valley no later than one hundred twenty (120) days after the close of the Foundation s fiscal year. The report shall contain all the information required by Section 6321 of the Corporations Code and shall be accompanied by any report of independent accountants, or if no such audit is prepared, the certificate of an authorized officer of the Foundation that such annual report was prepared without an independent audit from the books and records of the Foundation. The annual report shall be furnished to all directors of the Foundation within the time requirement contained within this Section 6. Section 6.05 Receiving Agent The Board may authorize the Rotary Club of The Santa Ynez Valley to act as its receiving agent for the collection of foundation dues and other receipts. 8 of 9

9 Section 6.06 Parliamentary Authority The rules contained in the current edition of Robert s Rules of Order Newly Revised shall govern this Foundation in all cases to which they are applicable, and in which they are not inconsistent with these Bylaws and any special rules or order the Foundation may adopt. Article VII Amendments Section 7.01 Amendments to Bylaws These Bylaws may be amended or repealed by approval of a majority of the members at any meeting duly held at which a quorum is present, the notice of which meeting shall have stated that amendments to the Bylaws are to be considered. THIS IS TO CERTIFY: I hereby certify that the foregoing Amended and Restated Bylaws were duly adopted by the Board of Directors of The Santa Ynez Valley Rotary Club Foundation at a meeting of the Board held on November 22, 2005 and are the current Bylaws of the Santa Ynez Valley Rotary Club Foundation. Dated: December 7, 2005 (Original signed by Verva Enoch) FIRST AMENDMENT TO THE AMENDED AND RESTATED BYLAWS ADOPTED NOVEMBER 22, 2005 This FIRST AMENDMENT TO THE AMENDED AND RESTATED BYLAWS AS ADOPTED NOVEMBER 22, 2005 of the Santa Ynez Valley Rotary Club Foundation (this "Amendment") is made effective as of July 23, 2008 by majority vote of the board members present at a duly called board meeting. A quorum was present at the time of the vote. Article 1, Section 1.01 is hereby amended to read as follows: Section 1.01 Name The name of this corporation is Santa Ynez Valley Rotary Club Foundation. Article 1, Section 1.02 has been added as follows: 9 of 9

10 Section 1.02 Mission The mission and purpose of this corporation is to benefit non-profit 501(c)(3) charitable organizations in the Santa Ynez Valley, California area and elsewhere. To qualify for funding/grants said organizations shall be dedicated to educational, humanitarian, and community service programs that have a long-term and substantial impact and make a difference in the quality of life for those in need. Due consideration shall be given to otherwise qualified programs recommended by the Rotary Club of the Santa Ynez Valley. Article 1, Section 1.02 has been changed to Section 1.03 due to the addition of the new Section 1.02 listed above. (10 of 9)