Tierrasanta Foundation
(A California Corporation)
Table of Contents:
Article
I: Purpose
Article
II: Corporate Offices
Article
III: General Membership
Article
IV: Board of Directors
Article
V: Officers
Article
VI: Indemnification
Article VII: Miscellaneous
Article
VIII: Dissolution
Article
IX: Amendments
Article
X: Adoption
Exhibit
A: Map of Tierrasanta
1.01 Purpose. The
purpose of the Tierrasanta Foundation is to promote the interests and general
welfare of the Community of Tierrasanta by raising and distributing funds in
ways that directly or indirectly serve to improve the quality of life for
Tierrasanta residents.
1.02 Charitable Focus. This organization is organized exclusively for charitable public purposes including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future tax code, as well as making distributions to local government for public purposes.
1.03 Non-Partisan. No substantial part of the activities of this organization shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the organization shall not participate or intervene in any political campaign on behalf of any candidate for public office.
ARTICLE II - CORPORATE OFFICES
2.01 Principal Office. The principal office of the Corporation is care of the Tierrasanta Public Library, 4985 La Cuenta Drive, San Diego, California, 92124, located in the City of San Diego, County of San Diego, State of California.
2.02 Change of Address. The Board of Directors may change the principal office from one location to another within the named County. Any such change shall be noticed as an amendment to these Bylaws.
2.03 Other Offices. The Board of Directors may have such other offices and places of business within or without the County of San Diego as the Board of Directors may from time to time determine or as the business of the Corporation may require. Any such change shall be noticed as an amendment to these Bylaws.
ARTICLE III
- GENERAL MEMBERSHIP
3.01 General Membership. The Corporation's General Membership shall
consist of the residents and non-commercial property owners of Tierrasanta. In
matters put before the General Membership for consideration, each General
Member shall have the voting rights specified in Section 3.11. All other rights,
interest and privileges of each General Member are equal.
3.02 Qualifications. Any U.S.
citizen over the age of 18 who resides in or owns residential property in the
Tierrasanta community of San Diego County, California shall qualify as a General
Member of the Corporation. A map showing the Tierrasanta are of San Diego
County, California, is attached as Exhibit A.
3.03 Fees, Assessments and Dues.
No fee shall be charged for General Membership in the Corporation. No
assessments shall be levied against the General Members of the Corporation. No
dues shall be required as a condition for General Membership in the Corporation.
It shall be a function of the Tierrasanta Foundation to develop policies and
procedures for financial contributions from citizens of the community for the
purposes of furthering the efforts of the Tierrasanta Foundation.
3.04 Number of General Members. There is no limit on the number of General Members the
corporation may admit.
3.05 Non-Liability of General Members. No General Member of the Corporation shall be personally
liable for the debts, liabilities or obligations of the corporation.
3.06 Place of Meetings.
Meetings of General Members for any purpose may be held at such place or
places, either within or without the Community of Tierrasanta or the State of
3.07 Annual Meetings. The annual meeting of the General Membership shall
be held on such date as may be determined by the Board of Directors. The Annual
Meeting shall be a forum for communication with the community wherein the Board
of Directors announces its financial progress towards achieving its goals.
Communication with the public shall include a review of approved infrastructure
projects, the funding required to complete these, the Tierrasanta Foundation's
ability to provide any portion of said funding, and community input to the
Board on the relative priority of competing infrastructure projects in terms of
which projects the Tierrasanta Foundation should strive to fund. At such
meeting the General Members shall elect a Board of Directors and transact such
other business as may properly come before the meeting.
a. Notice of Annual Meeting. Written notice
of the Annual Meeting shall be given to the General Membership entitled to vote
not less than ten days prior to the meeting, except as otherwise required by
statute, and shall state the time and place and, in the case of a special meeting,
the purpose or purposes of the meeting. Notice shall be given by e-mail, web
posting and other means as may be available. If possible, notice of the Annual
Meeting shall include publication in any newspaper of general circulation
within the Tierrasanta community with delivery of said newspaper not less than
twenty days nor more than ninety before the meeting.
If notice is given by newspaper of general circulation, the newspaper shall be
delivered to members' addresses within the 92124 Zip Code.
b. Date and Time. The Annual Meeting of
members shall be held in the month of February. The time of the meeting shall
be decided by the Board of Directors as appropriate for the day of the week
selected.
c. Quorum. Except as otherwise provided by
law, a quorum at all Annual Meetings shall consist of:
(1) a quorum
of the Board of Directors of the Tierrasanta Foundation, defined a >50% of
the seated Directors, and
(2) the
General Members who are present and entitled to vote, either in person or
represented by proxy.
d. Loss of a Quorum. The Directors present
at a Annual Meeting at which a quorum is present may
continue to do business until adjournment, notwithstanding the withdrawal of
enough Directors to leave less than a quorum.
e. Annual Meeting of the Board. The annual
meeting of the Board of Directors shall be held promptly after the Annual
Meeting of General Members.
f. Roberts Rules of Order. The Annual
Meeting shall be conducted in accordance with Roberts Rules of Order, Recently
Revised.
3.08 General
Membership Meetings. The Board of Directors may hold special community-wide
meetings of the General Membership at such places, generally within Community
of Tierrasanta, as it may from time to time determine or as shall be set forth
in any notice of such meeting, as determined by a majority vote of the
Directors, or as determined by the President with respect to General Meetings
called by him. The purpose of such meetings is to communicate with the General
Members and obtain community input on matters of a nature that said
communication cannot wait until the next Annual Meeting. The instructions
for Annual Meetings applies to General Membership meetings except that
annual elections shall not be planned.
3.09 Notice of Meetings.
Written notice of the Annual Meeting or of any special General Membership
Meeting shall be given to each General Member not less than ten nor more than
sixty days prior to the meeting, except as otherwise required by statute, and
shall state the date, time and place of the meeting. In the case of an Annual
Meeting, the notice shall announce the annual elections and other agenda items
of public interest that will come before the General Membership. In the case of
a special General Membership Meeting, the notice shall announce the purpose or
purposes of the meeting and agenda items of public interest that will come
before the General Membership. Notice of such meetings shall consist of
reasonable efforts to communicate to the community including: broadcast e-mails
to the membership distribution list, postings on the Tierrasanta Foundation
website, and published notice in a newspaper of general distribution.
3.10 Adjourned
Meetings. Any meeting of General Members may be adjourned to a designated
time and place by a vote of a majority of the General Members present in person
or by proxy and entitled to vote. No notice of such adjourned meeting need be
given, other than by announcement at the meeting at which adjournment is taken,
and any business may be transacted at the adjourned meeting which might have
been transacted at the meeting as originally called. However, if such
adjournment is for more than thirty days, or if after such adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each General Member entitled to vote at such meeting.
3.11 Voting. The General Members shall be invited to influence the
business of the Tierrasanta Foundation by voting on the election of Directors
and by voting to express public opinion on matters proposed by the Tierrasanta
Foundation for consideration by the community.
a. Number of Votes. At all meetings of
General Members, each General Member of the corporation entitled to vote at
such meeting shall have, as to each matter submitted to vote by the General
Membership, one vote in person or by proxy. Cumulative voting for the election
of Directors or otherwise shall not be authorized.
b. Fractional Votes. No single vote shall be
split into fractional votes.
c. Voting for Directors. Election of
Directors shall be by written ballot. Nominations for Directors should close in
January at a date as designated by the Board of Directors during a duly
conducted meeting of the Board of Directors.
d. Write-in Votes. Write in votes for the
election of Directors shall not be considered valid votes and shall not be
counted.
e. Results of Votes. When a quorum is once
present at any meeting of General Members, a majority of the votes cast,
whether in person or represented by proxy, shall decide any question or
proposed action brought before such meeting, except for the election of
Directors, who shall be elected by a plurality of the votes cast, or unless the
question or action is one upon which a different vote is required by express
provision of statute, the Certificate of Incorporation, these Bylaws or Roberts
Rules of Order, in which case such provision shall govern the vote on the
decision of such question or action.
3.12 Proxies.
A member may vote in person or give his consent through an
agent authorized by a written proxy signed by the member or by his duly
authorized agent and delivered to the secretary of the meeting. No proxy shall
be valid after 11 months from the date of its execution unless a longer period
is specially provided therein, which in no case shall exceed seven years from
the date of its execution.
ARTICLE IV
- BOARD OF DIRECTORS
4.01 Board of
Directors. The management of the affairs, property and business of the
Corporation shall be vested in a Board of Directors, the members of which shall
be General Members of the Corporation. In addition to the power and authority
expressly conferred upon it by these Bylaws and the Certificate of
Incorporation, the Board of Directors may take any action and do all such
lawful acts and things on behalf of the Corporation and as are not by statute
or by the Certificate of Incorporation or these Bylaws required to be taken or
done by the General Members.
4.02 Number of
Directors. The number of Directors shall be as fixed from time to time by a
majority vote of the Board of Directors. At inception there shall be seven (7)
members of the Board of Directors.
4.03 Appointed
Directors. Appointed Director seats may be created
by the Board of Directors, wherein certain organizations may be granted an
option to appoint persons to the Tierrasanta Foundation Board of Directors. At
inception, however, the Tierrasanta Foundation shall include no appointed
Directors. Appointments shall be reconfirmed annually by the appointing
organization. Appointed Directors shall not be eligible to serve as an Officer
of the Corporation absent a unanimous vote of the Board of Directors.
4.04 Election of
Directors. All non-appointed Directors shall be elected by a vote of the
General Members during the corporation's Annual Meeting. Elections shall occur
annually with approximately half of the Directors elected in one year and the
other half of the Directors elected in the subsequent year. Elections shall
occur during the annual meeting by the General Members of the Corporation.
4.05 Terms of Directors. Directors shall be elected to office for two
years except that in the second year of the Corporation's existence, in 2009,
approximately half of the Directors shall stand for reelection or reappointment
after only one year. Each Director shall hold office until the expiration of
such term and until his successor, if any, has been elected and qualified, or
until his earlier resignation or removal. Article VIII lists the 2008-2009
Tierrasanta Foundation Board of Directors along with the expiration of their
terms of office.
4.06 Annual Board
Meetings. The Annual Meeting of the Board of Directors shall be held
promptly after the General Membership Annual Meeting during which the Board
shall elect its officers for the next business year. No public notice shall be
required for the Annual Meeting of the Board of Directors.
4.07 Regular Board
Meetings. The Board of Directors may hold its regular meetings as the Board
may from time to time determine, or as shall be set forth in any notice of such
meeting as determined by the Board, or by the President with respect to
meetings called by him. No public notice shall be required for any regular
meeting of the Board of Directors.
4.08 Special Board
Meetings. Special meetings of the Board of Directors may be called at any
time by the President, by an Officer of the corporation who is also a Director,
or by at least a 33% vote of the Board of Directors. Special meetings of the
Board of Directors must be called with at least one day's notice to each
Director either personally or by e-mail, web posting, telephone or U.S. mail;
and if by e-mail, web posting or telephone then confirmed in writing before or
after the meeting. Notice of special Board meetings shall set forth the place,
day and hour of the meeting and the general nature of the business to be
transacted. Notice of any special meeting need not be given, however, to any
Director who submits a signed waiver of notice, before or after the meeting, or
who attends the meeting without objecting to the transaction of business.
4.09 Place of Meetings.
The Board of Directors may hold its meetings, regular or special, generally
within the Community of Tierrasanta but also at such places, either within or
without the community of Tierrasanta or State of
4.10 Adjourned
Meetings. A majority of the Directors present, whether or not a quorum, may
adjourn any meeting of the Board of Directors to another time and place. Notice
of such adjourned meeting need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken.
4.11 Quorum of Directors. A majority of the Directors in office, being
greater than 50% of the elected and appointed Directors (not counting any
vacant seats), shall be necessary to constitute a quorum for the transaction of
business. If, at any meeting of the Board of Directors there is less than a
quorum present, a majority of those present may adjourn the meeting, without
further notice, until a quorum is attained.
4.12 Voting and
Actions of the Board of Directors. The vote of a majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless the question or action is one upon which a different vote
is required by express provision of statute, the Certificate of Incorporation,
these Bylaws or Roberts Rules of Order, in which case such provision shall
govern the vote on the decision of such question or action. Each Director
present either in person or by proxy, including the President, shall have one
vote.
4.13 Roberts Rules of Order. Meetings of the Board of Directors shall be
conducted in accordance with Roberts Rules of Order, Recently Revised.
4.14 Waiver of Notice. The transactions of any meeting of Directors, either regular or special, however called and noticed, shall be as valid as though had at a meeting duly held after call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written Waiver of Notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be made a part of the minutes of the meeting.
4.15
Unanimous Written Consent Without Meeting.
Any action required or permitted to be taken by the Board of Directors under
any provision of law may be taken without a meeting, if all members of the
Board shall individually or collectively consent to such action. Such consent or
consents shall be included in the minutes of the proceedings of the board. Such
action by writ-ten consent shall have the same force and effect as the
unanimous vote of such Directors. Any certificate or other document filed under
any provision of law which relates to action so taken shall state that the
action was taken by unanimous written consent of the Board of Directors without
a meeting and that the Articles of Incorporation and Bylaws of this corporation
authorize the Directors to so act, and such statements shall be
prima facie evidence of such authority.
4.16 Action by Written
Consent of Directors. Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof, may be taken
without a meeting if a written consent thereto is signed by all members of the
Board of Directors or of such committee, and such written consent is filed with
the minutes of proceedings of the Board of Directors or committee.
4.17 Resignation. Any elected Director may resign at any time by giving
written notice to the Board of Directors or to an Officer of the Corporation.
Any appointed Director may resign at any time by giving written notice to the
organization that appointed him and to the Board of Directors or to an Officer
of the Corporation. 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 therein, the acceptance of such resignation shall not be
necessary to make it effective.
4.18 Removal of Directors. Any or all of the Directors may be removed
with or without cause by a vote of the General Membership. Any Director may be
removed from his seat at any time by the vote of two-thirds of the entire Board
of Directors. No reduction of the authorized number of Directors shall have the
effect of removing any Director prior to the expiration of his term of office.
If an appointed Director is removed either by a vote of the General Membership
or by a two-thirds vote of the entire Board of Directors then the vote to
remove should include direction on whether or not the appointing organization
shall be invited to appoint a replacement Director. A Director who is appointed
by an outside organization may be removed from office at any time by the
appointing organization, where such removal shall be executed by a letter
cancelling the appointment and where such removal shall be effective upon
receipt by a member of the Board of Directors or as otherwise stated in the
letter of removal.
4.19 Newly Created
Directorships and Vacancies. Newly created Directorships resulting from an
increase in the number of Directors, or vacancies occurring in the Board of
Directors due to death of a Director, resignation of a Director, or removal of
a Director, may be filled by a vote of appointment of the majority of the
Directors then in office, even if less than a quorum, or by the sole remaining
Director. Newly created Directorships intended to be filled by an outside
organization shall be filled by the organization via a letter of appointment,
where such appointment shall be effective upon receipt of the letter of
appointment by a member of the Board of Directors or as otherwise stated in the
letter of appointment. If the Board of Directors accepts the resignation of a
Director tendered to take effect at a future time, the Board shall have the
power to appoint a successor to take office when the resignation is to become
effective. Each Director so appointed shall hold office until the regular
expiration of the term of the vacant seat to which he is appointed. Vacancies
occurring by reason of the removal of Directors by a vote of the General
Membership shall be filled by a vote of the General Members.
4.20 Term Limitations. There shall be no limit to the tenure of a
Director either in terms of consecutive or total years of service on the
Tierrasanta Foundation Board of Directors.
4.21 Chairman. The
President of the Corporation shall preside over all meetings of the Board of
Directors and serve as Chairman of the meetings. In the absence of the
President, the Treasurer of the Corporation shall preside over Board and serve
as Chairman of a meeting. If neither officers are
present then the Directors in attendance shall select one of their number to
serve as substitute Chairman for the meeting.
4.22 Committees
Appointed by the Board of Directors. The Board of Directors may, by
resolution passed by a majority of the entire Board of Directors or by written
consent of all of the Directors, designate one or more committees, each
committee to consist of one or more of the Directors. The Board may also
designate one or more Directors as alternate members of any committee who may
replace any absent or disqualified committee member at any committee meeting.
Committees shall report recommendations to the full Board of Directors such
that any actions taken on committee recommendations, such as to authorize the
seal of the Corporation to be affixed to papers, are
taken by the full Board of Directors. Any such committee, unless expressly
provided in the resolution creating the committee and except as restricted by
law, shall have no authority to exercise the powers of the Board of Directors
in the management of the affairs, business and property of the Corporation.
4.23 Compensation.
No compensation shall be paid to Directors, as such, for their services, but
the Board of Directors may authorize payment of an annual retainer and/or fixed
sum and expenses for attendance at each annual, regular or special meeting of
the Board of Directors. Nothing herein contained shall be construed to preclude
any Director from serving the corporation in any other capacity and receiving
compensation therefore.
4.24 Powers of Directors. Subject to limitations of the Articles of Incorporation, of these Bylaws, and of the California General Non-Profit Corporation Law as to action to be authorized or approved by the members, and subject to the duties of Directors as prescribed by the Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors shall have the following powers:
a. Agents and Employees. To select and
remove all Officers, agents and employees of the Corporation; to prescribe such
powers and duties for them as may not be inconsistent with law, with the
Articles of Incorporation or the Bylaws; to fix their compensation, if any; and
to require from them security for faithful service.
b. Management. To conduct, manage and
control the affairs and business of the corporation, and to make such rules and
regulations therefore not inconsistent with law, or with the Articles of
Incorporation or the Bylaws, as they may deem necessary.
c. Principal Office, Meeting Dates, Seals and Securities. To
change the principal office for the transaction of the business of the
Corporation from one location to another within the same county as provided in
Section 2.02 hereof; to fix and locate from time to time one or more subsidiary
offices of the Corporation within or without the State of California, as
provided in Section 2.03 hereof; to designate any place within the State of
California for the holding of any members' meeting or meetings except annual
meetings; and to adopt, make and use a corporate seal, and to prescribe the
forms of certificates of membership, and to alter the form of such seal and of
such certificates from time to time, as in their judgment they may deem proper,
provided such seal and such certificates shall at all times comply with the
provisions of law.
d. Borrow Money. To borrow money and incur
indebtedness for the purposes of the Corporation, and to cause to be executed
and delivered, in the corporate name, promissory notes, pledges, hypothecations
or other evidences of debt and to give security therefor.
ARTICLE V - OFFICERS
5.01 Elections and
Terms of Officers.
a. Elections. At its Annual Meeting the
Tierrasanta Foundation Board of Directors shall elect sitting Directors to serve
as Officers of the Corporation. Any number of offices may be held by the same
person.
b. Terms. Unless otherwise specified by the
Board of Directors, each Officer shall be elected to hold office until the next
Annual Meeting of the Board of Directors following his election and until his
successor, if any, has been elected and qualified, or until his earlier
resignation or removal.
c. Removals. Any Officer may resign at any
time by giving written notice to the Board of Directors, the President or the
Secretary of the Corporation. Unless otherwise specified in the notice, the
resignation shall take effect upon receipt thereof, and the acceptance of the
resignation shall not be necessary to make it effective. Any Officer elected by
the Board of Directors may be removed by majority vote of the Board of
Directors with or without cause. Any vacancy occurring in any office by reason
of death, resignation, removal or otherwise may be
filled by the Board of Directors.
5.02 Officers. At inception there shall be three Officers of the
Tierrasanta Foundation: President who serves as corporate Chief Executive
Officer (CEO), Treasurer who serves as corporate Chief Financial Officer (CFO),
and Secretary. The Corporation at its future discretion may also create, upon a
majority vote of the Board of Directors, a Chairman of the Board, one or more
Vice Presidents, one or more Assistant Secretaries, one or more Assistant
Treasurers, and such subordinate officers as the Board of Directors may deem
necessary.
5.03 President. The President shall be the Chief Executive Officer of the Tierrasanta Foundation and shall have general supervision, direction and control of the business and officers of the Corporation, and 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 Bylaws. Within this authority and in the course of his duties, he shall:
a. Conduct Meetings. Preside at all meetings
of the General Members and at all meetings of the Board of Directors, and shall
be ex officio a member of all
committees of the Corporation.
b. Execute Instruments. Execute, in the name
of the Corporation, deeds, conveyances, notices, leases, checks, drafts, bills
of exchange, warrants, promissory notes, contracts and other papers and
instruments in writing, and unless the Board of Directors shall order otherwise
by resolution, make such contracts as ordinary conduct of the Corporation's
business may require. Instruments requiring two signatures shall be so-signed
by the Treasurer.
5.04 Treasurer. The Treasurer shall be the Chief Financial Officer of the Tierrasanta Foundation and shall, in addition to all duties incident to the office and all such other duties as from time to time may be assigned to him by the Board of Directors:
a. Funds - Custody and Deposit. Have charge
and custody of, and be responsible for, all funds and securities of the Corporation,
and deposit such funds in the name of the Corporation in such banks, trust
companies or other depositories as shall be selected by the Board of Directors.
b. Funds - Receipt. Receive, and give receipt
for, monies due and payable to the Corporation from any source whatever.
c. Funds - Disbursement. Disburse or cause
to be disbursed, the funds of the Corporation as may be directed by the Board
of Directors, taking proper voucher for such disbursements.
d. Maintain Accounts. Keep and maintain
adequate and correct accounts of the Corporation's properties and business
transactions, including account of its assets, liabilities, receipts,
disbursements, gains and losses.
e. Exhibit Records. Exhibit at all
reasonable times the books of account and records to any member or trustee,
upon application, during business hours at the office of the Corporation where
such books and records are kept.
f. Reports to President and Directors.
Render to the President and Directors, whenever they request it, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.
g. Financial Reports to Members. Prepare, or
cause to be prepared, and certify the financial statements to be included in
the annual report to General Members and statements of the affairs of the
Corporation when requested by members holding at least 10 per cent or more of
the voting power of the Corporation.
h. Give Bond. If required by the Board of
Directors, give a bond for the faithful discharge of his duties in such sum and
with such surety or sureties as the Board of Directors shall determine.
i. Perform Other Duties. In general,
perform all duties incident to the office of Treasurer and such other duties as
may be required by law, by the Articles of Incorporation of this Corporation,
or by these Bylaws, or which may be assigned to him from time to time by the
Board of Directors.
5.05 Secretary. The secretary shall, in addition to all duties incident to the office of secretary and all such other duties as from time to time may be assigned to him by the Board of Directors:
a. Certify Bylaws. Certify and keep at the
principal office of the Corporation the original or a copy of its Bylaws as
amended or otherwise altered to date.
b. Minutes of Meetings. Keep at the
principal office of the Corporation a book of minutes of all meetings of its
Directors and members, executive committee, and other committees, with the time
and place of holding, whether regular or special, and, if special, how
authorized, the notice thereof given, the names of those present at Directors'
meetings, the number of members present or represented at members' meetings,
and the proceedings thereof.
c. Notices. See that all
notices are duly given in accordance with the provisions of these Bylaws or as
required by law. In case of the absence or disability of the Secretary,
or his refusal or neglect to act, notice may be given and served by an
assistant secretary or by the President or a vice president or by the Board of
Directors.
d. Custodian of Records and Seal. Be
custodian of the records and of the seal of the Corporation and see that it is
engraved, lithographed, printed, stamped, impressed upon or affixed to all
certificates of membership prior to their issuance and to all documents, the
execution of which on behalf of the Corporation under its seal is duly
authorized in accordance with the provisions of these Bylaws.
e. Membership Eligibility. Keep a membership eligibility description showing the areas
of representation and the appropriate addresses of the membership.
f. Reports and Statements. See that
the books, reports, statements, certificates and all other documents and
records required by law are properly kept and filed.
5.06 Sureties and
Bonds. If the Board of Directors shall so require, any Officer, agent or
employee of the Corporation shall furnish to the Corporation a bond in such sum
and with such surety or sureties as the Board of Directors may direct,
conditioned upon the faithful performance of his duties to the Corporation and
including responsibility for negligence and for the accounting for all
property, funds or securities of the corporation which may come into his hands.
ARTICLE VI - INDEMNIFICATION
6.01 Indemnification.
The Corporation shall indemnify the directors, officers, agents and employees
of the Corporation in the manner and to the full extent provided in the General
Corporation Law of the State of
ARTICLE VII - MISCELLANEOUS
7.01 Corporate Seal.
The seal of the Corporation shall be circular in form and bear the name of the
Corporation the year of its organization: "Tierrasanta Foundation" and "Founded
in 2008". The seal of the certificates for any corporate obligation for the
payment of money, or on any other instrument, may be a facsimile, engraved,
printed or otherwise reproduced.
7.02 Execution of
Instruments. All corporate instruments and documents shall be signed or
countersigned, executed, and, if desired, verified or acknowledged by a proper
officer or officers or such other person or persons as the Board of Directors
may from time to time designate.
7.03 Fiscal Year.
The fiscal year of the Corporation shall be as determined by the Board of
Directors.
7.04 Official Positions. The official positions and opinions of the
Tierrasanta Foundation shall not be established or determined by any
organization other than the Tierrasanta Foundation.
7.05 Nonpartisan and Nondiscriminatory. All Tierrasanta Foundation
activities shall be nonpartisan and nonsectarian and shall not discriminate
against any person or persons by reason of race, color, sex, creed, origin,
orientation or physical handicap. The Tierrasanta Foundation shall not take
part, officially or unofficially, or lend its influence in, the election of any
candidate for political office.
7.06 Conflict of Interest Policy. The Tierrasanta Foundation shall conduct its business in full compliance with its established Conflict of Interest Policy, the purpose of which is to protect the Tierrasanta Foundation's interest when it contemplates entering into a transaction or arrangement that might benefit the private interest of one of its Officers or Directors, or that might otherwise result in a possible excess benefit transaction. An Officer or Director may not use his position, or confidential corporate information obtained, in order to achieve a financial benefit for himself or for a third person, including another nonprofit or charitable organization. In summary, the Conflicts of Interest Policy requires that each Officer and Director disclose any possible conflicts of interest and abstain from voting on any issue on which he/she has conflict. In addition, Directors are required to submit a statement of all business affiliations annually and upon request by the Board of Directors.
ARTICLE VIII - DISSOLUTION
8.01 Dissolution of
the Tierrasanta Foundation. Upon dissolution of the organization, assets
shall be distributed for one or more exempt purposes within the meaning of
section 501(c)(3) of the Internal Revenue Code, or corresponding section of any
future federal tax code, or shall be distributed to a government entity
(federal, state or local) for a public purpose. It is the intent of this
organization that upon dissolution, the funds would be available for
expenditure within the Tierrasanta community geographical area from which the
funds were derived.
ARTICLE IX - AMENDMENTS
9.01 Amendments.
These Bylaws may be altered, amended or repealed from time to time by the
General Members, or by the Board of Directors without the assent or vote of the
General Members.
9.02
History of Amendments.
|
1
May 2008 |
Original bylaws, version
1.0 |
|
16
May 2008 |
Amended bylaws, version
1.1 |
|
|
|
|
|
|
ARTICLE X - ADOPTION
We the undersigned, being all
of the persons named as founding corporate Officers and Directors of the
Tierrasanta Foundation as of May 16, 2008, a new Non-Profit California
Corporation, and pursuant to the authority granted to such Directors and
Officers by this document, do hereby certify these as the version 1.1 amended
Bylaws for the Tierrasanta Foundation.
FOUNDING
CORPORATE OFFICERS:
(term expires February 2010)
Fred Zuckerman, Treasurer
(term expires February 2010)
Dana
Brown, Secretary
(term expires February 2010)
FOUNDING
DIRECTORS:
Lee Campbell
(term expires February 2009)
Roy Colosimo
(term expires February 2010)
Susan Deininger
(term expires February 2009)
Scott Hasson
(term expires February 2009)
