TURLOCK EDUCATION FOUNDATION
A California Nonprofit Public Benefit Corporation
ARTICLE I ~ NAMES AND OFFICES
Section 1.1 Name
This corporation shall be known as the Turlock Education Foundation (the "Corporation").
Section 1.2 Principal Office
The principal office of the Corporation shall be initially located at 1574 East Canal Drive #208, Turlock, Stanislaus County, California 95381-9013. The Board of Directors is granted full power and authority to change said principal office from one location to another within said City.
Section 1.3 Other Offices
Branch or subordinate offices may at any time be established by the Board of Directors at any place or places.
ARTICLE II ~ GOALS, OBJECTIVES, AND PURPOSES
Without in any way limiting the generality of the general purposes and powers of the Corporation set forth in the Articles of Incorporation of the Corporation (the "Articles"), the primary goals and specific objectives and purposes of the Corporation include, without being limited to, soliciting, managing, and disbursing voluntary contributions to provide general financial support for the public schools of Turlock, California, in order to provide and maintain consistently high quality educational opportunities for the children of the community served by such schools.
ARTICLE III ~ STATUTORY MEMBERS
Section 3.1 Statutory Members
The Corporation shall have no statutory members.
Section 3.2 Associated Persons
Nothing in this Article III shall be construed as limiting the right of the Corporation to refer to persons associated with it as "members" even though such persons are not members, and no such reference shall constitute anyone a member, within the meaning of Section 5056 of the Nonprofit Corporation Law of the State of California as amended (the "Nonprofit Corporation Law"). The Corporation may confer by amendment of the Articles or these By-Laws some or all of the rights of a member, as set forth in the Nonprofit Corporation Law, upon any person or persons; provided, however, that no such person or persons shall be a member within the meaning of said Section 5056 unless such person(s) is given the right, pursuant to a specific provision of the Articles and/or By-Laws, to vote for the election of a Director or Directors, to vote on a disposition of all or substantially all of the assets of the Corporation, to vote on a merger or dissolution of the Corporation, and/or to vote on changes to the Articles and/or By-Laws.
Section 3.3 Actions by Members
Any action which would otherwise require a vote of members shall require only a vote of the Directors, and no meeting of members shall be required, any provision of the Articles or By-Laws to the contrary notwithstanding. All rights which would otherwise vest in the members shall vest in the Directors.
ARTICLE IV ~ DIRECTORS
Section 4.1 Powers
Subject to any limitations stated in the Articles, these By-Laws, and the Nonprofit Corporation Law, and subject to the duties of Directors as prescribed by the Nonprofit Corporation Law, all corporate powers shall be exercised by, or under the direction of, and the business and affairs of the Corporation shall be managed by, the Board of Directors. The individual Directors shall act only as members of the Board of Directors, and the individual Directors shall have no power as such.
Section 4.2 Number of Directors
The authorized number of Directors of the Corporation shall be not less than fifteen nor more than twenty-five, the exact number to be fixed by the Board of Directors from time to time.
Section 4.3 Elections, Term of Office, and Qualifications
(a) The initial Directors shall be elected by the incorporator(s) of the Corporation. Thereafter, Directors shall be elected at least annually, and at the annual meeting of the Board of Directors provided for in Section 4.7 of these By-Laws or as otherwise determined by the Board of Directors.
(b) Of the initial Directors, one-third shall serve for one-year terms, one-third shall serve for two-year terms, ·and one-third shall serve for three-year terms, or as near to such proportions as practicable. Thereafter, all Directors shall be elected to serve three-year terms.
Section 4.4 Resignations
Any Director may resign at any time by giving written notice of such resignation to the Chairman of the Board, the President, the Secretary, or the Board of Directors of the Corporation. Such resignation shall take effect at the time specified in the notice; provided, however, that if the resignation is not to be effective upon receipt of the notice by the Corporation, the effective date specified is subject to acceptance by the Board of Directors. Except upon notice to the Attorney General of the State of California (the "Attorney General"), no Director may resign if the Corporation 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.
Section 4.5 Removals
(a) Any number of Directors may be removed by the Board of Directors, with or without cause, by a majority of the Directors then in office.
(b) No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of such Director's term of office.
Section 4.6 Vacancies
(a) A vacancy in the Board of Directors shall be deemed to exist in case of the death, resignation, or removal of any Director, or if the authorized number of Directors is increased, or if the Board of Directors declares vacant the position of any Director whose term has expired.
(b) Vacancies on the Board of Directors may be filled by a majority of the Directors then in office or by a sole remaining Director. The term of a Director so elected shall be the unexpired portion of the term of the Director, if any, the Director so elected is replacing.
The annual meeting of the Board of Directors at which Directors shall be elected shall be held on the first Wednesday in June of each year at the principal office of the Corporation, or at such other time or place as the Board of Directors may otherwise establish.
Section 4.8 Other Regular or Special Meetings
The Board of Directors may establish the time and place for the holding of regular or special meetings of the Board of Directors.
Section 4.9 Calling Special Meetings
Special meetings of the Board of Directors also shall be held whenever called by the Chairman of the Board or the President or the Secretary or any three Directors of the corporation.
Section 4.10 Place of Meetings
Meetings of the Board of Directors shall be held at any place within the State of California which may be designated by the Board of Directors and stated in the notice of the meeting. In the absence of such designation, meetings of the Board of Directors shall be held at the principal office of the Corporation.
Members of the Board of Directors may participate in a regular or special meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting pursuant to this Section 4.11 constitutes presence in person at such meeting.
Section 4.12 Notice of Meetings
Written notice of the time and place of meetings of the Board of Directors shall be delivered personally to each Director, or transmitted to each Director by first class mail, telephone, telegraph, telex, or facsimile. In case such notice is sent by mail, it shall be deposited in the United States mail at least five days prior to the time of the holding of the meeting. For purposes of determining whether such five-day requirement has been satisfied, the day of the meeting and the day notice is given shall each be counted as one full day regardless of the time of the day the meeting is held or the notice is given. Each notice shall be deemed given to a Director when deposited, with postage thereon prepaid, in a post office or official depository under the exclusive care and custody of the United States post office department and addressed to such Director at the address designated by him for that purpose or, if none is designated, at his or her last known address. In case such notice is delivered personally, or transmitted by telephone, telegraph, telex, or facsimile, it shall be so delivered at least forty-eight hours prior to the time of the holding of the meeting. Such notice may be given by the Secretary of the Corporation or by the persons who called said meeting. Such notice need not specify the purpose of the meeting, unless the meeting is to consider the election of a Director, the removal of a Director, and/or an amendment to the By-Laws that will increase the number of Directors of the Corporation. Notice shall not be necessary if appropriate waivers, consents, and/or approvals are filed in accordance with Section 4.13 of these By-Laws.
Notice of a meeting need not be given to any Director who signs a waiver of notice, or a written consent to holding the meeting, or an approval of the minutes of the meeting 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. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Directors, or of a committee of Directors, need be specified in any such waiver, consent, or approval.
Section 4.14 Action Without Meeting
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors.
Section 4.15 Quorum
A majority of the authorized number of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be the act of the Board of Directors, unless the Articles, these By-Laws, or the Nonprofit Corporation Law specifically require a greater number. In the absence of a quorum at any meeting of the Board of Directors, a majority of the Directors present may adjourn the meeting as provided in Section 4.16 of these By-Laws. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of enough Directors to leave less than a quorum, if any action taken is approved by at least a majority of the required quorum for such meeting. Directors may not vote by proxy.
Any meeting of the Board of Directors, whether or not a quorum is present, may be adjourned to another time and place by the vote of a majority of the Directors present. Notice of the time and place of the adjourned meeting need not be given to absent Directors if said time and place are fixed at the meeting adjourned; provided, however, that if the meeting is adjourned for more than forty-eight hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
Section 4.17 Fees and Compensation
Directors shall not receive any stated fees or salary for their services as Directors. Directors may be reimbursed in such amounts as may be determined from time to time by the Board of Directors for expenses paid while acting on behalf of the Corporation. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation thereof.
ARTICLE V ~ COMMITTEES
Section 5.1 Nominating Committee
The Board of Directors shall create a standing Nominating Committee consisting of three or more Directors selected annually by the Board of Directors. The Nominating Committee shall recommend to the Board of Directors candidates to serve as members of the Board of Directors to fill vacancies created by the expiration of a Director's term of office, the resignation of a Director, or otherwise.
Section 5.2 Executive And other Committees of the Board of Directors
The Board of Directors may create an Executive Committee and/or other committees, consisting of two or more Directors. Such committees shall have such power and authority as may be determined by the Board of Directors, subject to the limitations imposed on such power and authority by the Nonprofit Corporation Law and/or the Articles.
Section 5.3 Advisory Committees
The Board of Directors may create one or more ad hoc advisory committees, consisting of such persons as may be determined by the Board of Directors or appointed by the person- designated by the Board of Directors to fill any such committee(s).
ARTICLE VI ~ OFFICERS
Section 6.1 Officers
The officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer, who shall be the Chief Financial Officer of the Corporation. The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more additional Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 6.3 of these By-Laws. One person may hold no more than two offices; however, neither the Secretary nor the Treasurer may serve concurrently as the President or Chairman of the Board.
Section 6.2 Elections and Term
The officers of the Corporation shall be elected annually by the Board of Directors at the annual meeting provided for in Section 4.7 of these By-Laws, and shall serve at the pleasure of the Board of Directors, subject to the rights, if any, of an officer under any contract of employment.
The Board of Directors may appoint such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these By-Laws or as the Board of Directors may from time to time determine.
Section 6.4 Resignations
Any officer may-resign at any time by giving written notice to the Corporation, subject to the rights, if any, of the Corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and the acceptance of such resignation shall not be necessary to make it effective.
Section 6.5 Vacancies
A vacancy in any office because of death, resignation, removal; disqualification, or any other cause shall be filled by the Board of Directors.
Section 6.6 Chairman of the Board
The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may from time to time be assigned to the Chairman of the Board by the Board of Directors or as prescribed by these By-Laws.
Section 6.7 Presidents
Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and affairs and the actions of the other officers on behalf of the Corporation. The President shall be ex-officio a voting member of all the standing committees of the Board of Directors 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 Board of Directors or these By-Laws.
Section 6.8 Vice President
In the absence or disability of the Presidents the vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or these By-Laws.
Section 6.9 Secretaries
(a) The Secretary shall keep, or cause to be kept, a book of minutes in written form of the proceedings of the Board of Directors and committees of the Board of Directors. Such minutes shall include, without limitation, all waivers of notice, consents to the holding of meetings, or approvals of the minutes of meetings.
(b) The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors required by these By-Laws or by law to be given, and shall cause the seal of the Corporation to be kept in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these By-Laws.
Section 6.10 Treasurer and Chief Financial Officer
(a) The Treasurer and Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account in written form or any other form capable of being converted into written form.
(b) The Treasurer and Chief Financial officer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. The Treasurer shall disburse or provide for the disbursement of all funds of the Corporation as may be ordered by the Board of Directors or as may be appropriately ordered by the appropriate Officers of the Corporation, shall render to the President and the Board of Directors, whenever they request it, an account of all of the Treasurer's transactions as Treasurer and Chief Financial officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these By-Laws.
Section 6.11 Assistant Secretary
An Assistant Secretary, if there shall be such an officer, shall have all the powers, and perform all the duties of, the Secretary in the absence or inability of the Secretary to act.
Section 6.12 Assistant Treasurer
An Assistant Treasurer, if there shall be such an officer, shall have all the powers and perform all the duties of, the Treasurer in the absence or inability of the Treasurer to act.
ARTICLE VII ~ BOOKS AND RECORDS
Section 7.1 Books and Records
The Corporation shall keep or cause to be kept adequate and correct books and records of account and minutes of the proceedings of the Board of Directors and committees of the Board of Directors.
Section 7.2 Annual Reports
(a) Except as otherwise provided below in these By-Laws, the Board of Directors shall cause an annual report (the "Annual Report") to be sent to the Directors not later than one hundred twenty days after the close of the Corporation's fiscal year. The Annual Report shall state in appropriate detail the following:
(1) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year;
(2) The principal changes in assets and liabilities, including trust funds, during the fiscal year;
(3) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, during the fiscal year;
(4) The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year; and
(5) Any information required by Section 6322 of the Nonprofit Corporation Law.
(b) The Annual Report shall be accompanied by any report thereon of independent accountants, or,-if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation.
ARTICLE VIII ~ GRANTS, CONTRACTS, AND LOANS
Section 8.1 Grants
The making of grants and contributions, and otherwise rendering financial assistance for the purposes of the Corporation, may be authorized by the Board of Directors. The Board of Directors may authorize any officer or officers, agent or agents, in the name of and on behalf of the Corporation, to make any such grants, contributions, or assistance.
Section 8 .2 Execution of Contracts
The Board of Directors may authorize any officer, employee, or agent, in the name and on behalf of the Corporation, to enter into any contract or execute and satisfy any instrument, and any such authority may be general or confined to specific instances or otherwise limited. In the absence of any action by the Board of Directors to the contrary, the President shall be authorized to execute such instruments on behalf of the corporation.
Section 8.3 Loans
The President or any other officer, employee, or agent authorized by the By-Laws or by the Board of Directors may effect loans and advances at any time for the Corporation from any bank, -trust company, or other institution or from any firm, corporation, or individual and for such loans and advances may make, execute, and deliver promissory notes, bonds, or other certificates or evidences of indebtedness of the Corporation, and when authorized by the Board of Directors so to do, may pledge and hypothecate or transfer assets of the Corporation as security for any such loans or advances. Such authority conferred by the Board of Directors may be general or confined to specific instances or otherwise limited.
Section 8.4 Checks
All checks, drafts, and other orders for the payment of money out of the funds of the Corporation and all notes or other evidences of indebtedness of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be-determined by resolution of the Board of Directors.
ARTICLE IX ~ INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 9.1 Indemnifications by Corporation
The Directors and officers shall be indemnified and held harmless to the extent and in the manner permitted in California Nonprofit Corporation Law.
Section 9.2 Insurance
The Corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of this section; provided, however, that the Corporation shall have no power to purchase and maintain such insurance to indemnify any agent of the Corporation for a violation of Section 5233 of the Nonprofit Corporation Law (relating to self-dealing transactions).
ARTICLE X ~ ASSETS AND INVESTMENTS
Section 10.1 Dedication of Assets
The properties and assets of this Corporation are irrevocably dedicated to the Corporation's being an exempt organization within the meaning of Section 501 (c) (3) of the United States Internal Revenue Code of 1954, as amended (the "Internal Revenue Code"), and Section 23701 of the California Revenue and Taxation Code, as amended (the "Taxation Code"). (All references to the Internal Revenue Code and the Taxation Code contained in these By-Laws are deemed to include corresponding provisions of any future United States or California taxation law, as the case may be).
Section 10.2 Standards, Retention of Property
(a) In investing, reinvesting, purchasing, acquiring, exchanging, selling, and managing the Corporation's investments, the Board of Directors shall act in accordance with the provisions of Section 5240 of the Nonprofit Corporation Law. The Board of Directors shall avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income, as well as the probable safety of the Corporation's capital.
(b) Unless limited by the Articles, the Corporation may continue to hold property properly acquired or contributed to it if and as long as the Board of Directors, acting in accordance with the provisions of Section 5240 of the Nonprofit Corporation Law, may consider that retention is in the best interests of the Corporation. No retention of donated assets violates this Section 10.2 where such retention was required by the donor in the instrument under which the assets were received by the Corporation, except that no such requirement may be effective more than ten years after the death of the donor.
(c) Notwithstanding any other provision in these By-Laws, the Corporation may reject any donation, acceptance of which the Board of Directors deems would not further the purposes of the Corporation or the acceptance of which would impose an undue burden on the Corporation.
Section 10.3 Endowment Fund
(a) The Corporation may receive donations earmarked for an endowment fund from any source in cash or in other property acceptable to the Board of Directors, provided the terms and conditions, if any, are consistent with the purposes and powers of the Corporation as set forth in the Articles and/or these By-Laws. All donations so received together with the income therefore (referred to in these By-Laws as the "Fund") shall be held, managed, administered, and paid out-in accordance with any terms and conditions with respect thereto. Unless otherwise specifically required, the Corporation may mingle such restricted donations with other assets of the Fund. The Corporation may reject any donation carrying restrictions deemed by the Board of Directors to be incompatible with the purpose of the Fund and/or the Corporation.
(b) The Corporation shall keep a complete record of the source of all gifts made to the Fund and shall take such steps as the Board of Directors deem appropriate to recognize and commemorate each such gift, to the end that the money that the memory of the gift and of the donor shall be appropriately preserved.
(c) The Corporation shall disburse the Fund or the income therefore at such time and in such a manner and in such amounts as the Board of Directors may in its discretion determine for the Corporation or its related activities.
ARTICLE XI ~ DISTRIBUTION OF INCOME & PROHIBITED ACTIVITIES
In the event that the Corporation shall at any time be a private foundation within the meaning of Section 509 of the Code, the Corporation, so long as it shall be such a private foundation, shall distribute its income for each taxable year at such time and in such manner as not to subject it to the tax on undistributed income imposed by Section 4942 of the Code, and the Corporation shall not (i) engage in any act of self-dealing as defined in Section 4941(d) of the Code; (ii) retain any excess business holdings as defined in Section 4943(c) of the Code; (iii) make any investments in such manner as to subject the Corporation to any tax under Section 4944 of the Code; or (iv) make any taxable expenditures as defined in Section 4945(d) of the Code.
ARTICLE XII ~ SEAL AND FISCAL YEAR
Section 12.1 Seal
The Board of Directors may adopt a corporate seal which shall be in the form of a circle and shall bear the full name of the Corporation and the year and state of its incorporation.
Section 12.2 Fiscal Year
The fiscal year of the corporation shall end on June 30 of each year unless and until changed by the Board of Directors.
ARTICLE XIII ~ AMENDMENTS
New By-Laws may be adopted or these By-Laws may be amended or repealed by the Board of Directors, except as otherwise prohibited by law or by the Articles.
Turlock Education Foundation welcomes your questions or comments regarding these Bylaws. If you believe that Turlock Education Foundation has not adhered to these Bylaws, please contact Turlock Education Foundation. >>Contact UsTurlock Education Foundation EIN: 26-4461055 Effective as of December 10th, 2010