Bylaws of the
Tierrasanta
Foundation
(A California Corporation)
Revision 2.0, approved 9 February 2010
INDEX
Article III: Board of Directors
Article IV: Meetings of the Board of Directors
ARTICLE
I — PURPOSE
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 10601-G Tierrasanta Blvd, # 406, 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 — BOARD OF DIRECTORS
3.01 Board of Directors. The management of the affairs, property and business of the Corporation shall be vested in a Board of Directors (Board). In addition to the power and authority expressly conferred upon it by these Bylaws and the Articles of Incorporation, the Board may take any action and do all such lawful acts and things on behalf of the Corporation as are permitted by the Articles of Incorporation and these Bylaws.
3.02 Number of Directors. The number of Directors shall be as fixed from time to time by a majority vote of the Board of Directors. Board membership as of this revision of the bylaws is provided below in Article X.
3.03 Appointment of Directors. Director seats may be created by the Board at its discretion at any time. The action to appoint a new Director shall be included on the published Agenda of a Regular or Special Meeting. Persons seeking appointment to a new Director position must attend two full Board meetings and then appear before the Board prior to a vote to appoint. A sitting Director must recommend the person seeking appointment and move the appointment. A new Director is appointed by a majority vote of a quorum of the existing Board.
3.04 Reappointment of Directors. Sitting Directors shall be reappointed by a majority vote of a quorum of the Board during a Regular or Special meeting of the Board. The action to reappoint a Director shall appear on the published agenda for the meeting. Reappointments shall be scheduled to occur in even-numbered years during the Annual Meeting of the corporation with approximately half of the Directors reappointed in one year and the other half of the Directors reappointed two years later (see Section 4.01).
3.05 Terms of Directors. Directors normally
shall be appointed to office for four years with expirations occurring in
even-numbered calendar years. Expirations shall be managed by the Secretary to
strive to achieve a Board where about half the terms expire on one even-numbered
year and the other half expire two years later. Article X lists the expirations
of terms of the Board of Directors membership as of the approval date of this
Bylaws revision.
3.06 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 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.
3.07 Removal of Directors. Any Director
may be removed from his seat at any time by the vote of two-thirds of the
entire Board of Directors. The action to remove a Director shall be included on
the published Agenda of a Regular or Special Meeting, and the Director being
removed must be given an opportunity to speak before the Board prior to the vote
to remove. 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.
3.08 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. 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.
3.09 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.
3.10 Required
Participation in Board Meetings. Directors are expected to regularly attend
Board meetings, routinely participate in the business decisions of the Board, and
by virtue of their votes contribute to actions taken by the Board. Directors
who have been absent for four Regular or Special Board meetings in a calendar
year, or three consecutive Regular or Special Board meetings, shall be deemed
to have violated their responsibility to contribute to the business of the Board.
In such instances the Board shall review the circumstances of the violating
Directors, and shall give expeditious consideration to removal of said Director
in accordance with Section 3.07.
3.11 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, a substitute Chairman shall be the senior officer present at the meeting where seniority is per the order the officers are named in Article V. If no officer is present then the Directors in attendance shall select one of their number to serve as substitute Chairman for the meeting.
3.12 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 only 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.
3.13 Compensation. No compensation shall be paid to Directors, as such, for their services. The Board of Directors may authorize payment of a 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 for receiving compensation therefore.
3.14 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 solely 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 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 IV — MEETINGS OF THE BOARD OF DIRECTORS
4.01 Annual Meeting of the Corporation. The Annual Meeting of the Corporation shall be a forum for communication wherein the Board of Directors announces its financial progress towards achieving its goals. At such meeting the Board shall appoint and/or reappoint approximately half of the Board of Directors (see Section 3.04) and transact such other business as may properly come before the meeting.
a. Notice of Annual Meeting. Written notice
shall be given to Board members by e-mail, web posting and other means as may
be available.
b. Date and Time of Meeting. The Annual Meeting of the Corporation shall be held on such date in the month of February as may be determined by the Board. The time of the meeting shall be decided by the Board as appropriate for the day of the week selected.
4.02 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.
4.03 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 provided to each Director, with such notice delivered either personally or by e-mail, web posting, telephone or U.S. mail. 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.
4.04 Place
of Meetings. The Board of Directors may hold its meetings, whether Annual, 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
4.05 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.
4.06 Quorum of Directors. A majority of
the Directors in office, being greater than 50% of the 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. Any meeting of the
Board of Directors with less than a quorum present may informally conduct
business and record preferences, but no vote of such body shall be deemed an approved
action or decision by the Board until such vote is confirmed by a subsequent
vote of the Board at a noticed Regular or Special meeting where a quorum is
present.
4.07 Voting and Actions of the Board of Directors. Each Director present, either in person or by proxy, including the President, shall have one vote. 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 Articles 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.
4.08 Roberts Rules of Order. Meetings of
the Board of Directors shall be conducted in accordance with Roberts Rules of
Order, Recently Revised.
4.09 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 the meeting been duly held after proper
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.
4.10 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 recorded in the minutes of the proceedings of
the Board. Such action by written 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.
4.11 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.
ARTICLE V — OFFICERS
5.01 Elections and Terms of Officers.
a. Elections. The Tierrasanta Foundation Board of Directors shall elect sitting Directors to serve as Officers of the Corporation in even-numbered years. The action to elect Officers shall appear on the published agenda for the meeting, it shall be scheduled to occur following the action to reappoint Directors (see Section 3.04), and only those Directors successfully reappointed shall be permitted to vote on the election of Officers. Any number of offices may be held by the same person. No Officer shall be officers serving on other non-profit corporation boards in the community of Tierrasanta absent a 2/3 vote of approval by the Board, approved annually.
b. Terms. Unless otherwise specified by the Board of Directors, each Officer shall be elected to hold office for two years until the next Annual Meeting of the Board of Directors that is held in an even-numbered year 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. There shall be four Officers of the Tierrasanta Foundation: President who serves as corporate Chief Executive Officer (CEO), Vice President, 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 new Vice Presidents, one or more Assistant Treasurers, one or more Assistant Secretaries, 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 have the following responsibilities:
a. Conduct Meetings. The President shall preside
over all meetings of the Board of Directors. In so doing, the President shall
monitor closely for possible conflicts of interest, recuse members from voting as
appropriate, and conduct business in a way to ensure the integrity of the proceedings.
b. Committees. The President shall be ex
officio a member of all committees of the Corporation.
c. Execute Instruments. The President shall 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 Vice President. The Vice President shall serve as alternate to the President and shall preside over meetings of the Board of Directors in the absence of the President. The Vice President shall support the President and monitor closely for possible conflicts of interest, request the recusal of members as appropriate, and help ensure the integrity of the proceedings.
5.05 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. Prepare, or cause to be
prepared, and certify the financial statements and statements of the affairs 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.
5.06 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, appropriate specifics
related to proxy voting, 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. Reports and Statements. See that the books,
reports, statements, certificates and all other documents and records required
by law are properly kept and filed.
5.07 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. At inception the Corporation’s fiscal year shall be the calendar year.
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.
7.07 Organizational
Conflicts of Interest (OCI). The corporate officers are responsible for
organizing, chairing and reporting Board meetings, and as such it is incumbent
on them to carefully monitor for possible OCI issues. If the officers
themselves have OCI issues then their ability to monitor for OCI might be
compromised, and decisions could be made that are not in the best interests of
the Corporation. Accordingly, it shall be Tierrasanta Foundation policy that
the corporate officers of the Tierrasanta Foundation shall not simultaneously be
serving as corporate officers on the boards of other non-profit corporations
where there exists a possibility that one’s service might result in an OCI to
the detriment of the Tierrasanta Foundation.
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 Board of Directors.
9.02 History of Amendments.
|
1 May 2008 |
Original bylaws, version 1.0 |
|
16 May 2008 |
Version 1.1: refined bylaws to support tax-exempt application. |
|
21 October 2008 |
Version 1.2: terms changed to 4 years; canceled Feb 2009 elections. |
|
9 February 2010 |
Version 2.0: wholesale rewrite to eliminate General Membership, create a Vice President officer position, change of address, and other changes. |
|
|
|
ARTICLE X — ADOPTION
We, the persons named below, being all of the persons named as Officers and Directors of the Tierrasanta Foundation as of 9 February 2010, a Non-Profit California Corporation, and pursuant to the authority granted to such Directors and Officers by this document, do hereby certify these as the revision 2.0 amended Bylaws for the Tierrasanta Foundation.
CORPORATE OFFICERS:
President:
Eric Germain* (term expires February 2012)
Vice
President: B.J. McGuire (term expires February 2014)
Treasurer:
Harry Duffield (term expires February 2012)
Secretary:
Lee Campbell* (term expires February 2014)
DIRECTORS:
Roy
Colosimo* (term expires February 2012)
Susan
Deininger* (term expires February 2014)
Dick
Rees (term expires February 2014)
Barbara
Dubreville (term expires February 2012)
Joyce
Muinos (term expires February 2012)
Aynn
McGuire (term expires February 2012)
Larry
Murray (term expires February 2014)
Joshua
Goldsmith (term expires February 2014)
Members shown with an asterisk (*) are founding members of
the Tierrasanta Foundation.