FRIENDS OF NEPAL
A CALIFORNIA PUBLIC BENEFIT CORPORATION
SECTION 1.1. PRINCIPAL EXECUTIVE OFFICE
The principal office of the corporation shall be located in Los Angeles County. The Board of Directors of the Corporation (hereinafter, the “Board”) may change the location of this office. Any such change shall be noted on these Bylaws by the Secretary, in the space provided below.
_______________________Dated: ____ , 20 ___
SECTION 1.2. OTHER OFFICES
The Board may at any time establish branch offices at any time, either within or outside of the State of California, in order to advance the proper purposes of the Corporation.
SECTION 2.1. OBJECTIVES AND PURPOSES
The primary objectives and purposes of this corporation shall be to:
- Organize educational, cultural, and social activities for bringing the Nepalese community together.
- Provide educational services to the community for the preservation and promotion of Nepalese culture.
- Provide guidance and counseling for community members seeking assistance with employment, educational opportunities, and social services.
- Educate the general public on Nepalese culture and current social issues in and outside Nepal
- Collaborate on with national and international Nepalese organizations on events and projects.
- Promote cultural exchange programs between the Nepalese of America and Nepal.
- To raise, receive and manage funds, charities and donations to carry out worthy humanitarian causes directly or in cooperation with other Nepalese organizations in American and abroad.
- Promote understanding and appreciation of South Asian culture.
SECTION 3.1. NO MEMBERS
This corporation shall have no members within the meaning of Section 5056 of the California Corporations Code, but the Board may, by resolution, establish one or more classes of non-voting members and provide for the eligibility requirements for membership and right and duties of non-voting members, including the obligations to pay dues.
SECTION 3.2. ASSOCIATES
Nothing in this Article 3 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 California Corporation Code.
SECTION 4.1. POWERS
Subject to provisions of the California Nonprofit Public Benefit Corporation Law, the activities and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the day-to-day operation of the business of the Corporation today management company, committee (however composed), or other person, provided that the activities and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.
SECTION 4.2. NUMBER OF DIRECTORS
The authorized number of Directors shall be seven (7) until changed by an amendment of the Articles of Incorporation or by a bylaw amending this section.
SECTION 4.3. TERM OF OFFICE
The term of office for Directors shall be two years. All Directors may serve two consecutive terms for a total of 4 years. After four years service, Directors must retire from the Board for a period of 18 months before seeking re-election to the Board.
SECTION 4.4. RESTRICTION ON INTERESTED DIRECTORS
Not more than 30% of the persons serving on the Board at any time may be interested persons. An interested person is:
- any person currently being compensated by the Corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable expense reimbursement paid to a Director as a Director.
- any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
- any person serving on any other organizational board where there is an appearance of a conflict of interest with the goals of Friends of Nepal.
Any violation of the provisions of this paragraph shall not, however, affect the validity on enforceability of any transaction entered into by the Corporation.
SECTION 4.5. INCORPORATING DIRECTORS & ELECTION OF SUBSEQUENT
4.5.1. INCORPORATING The incorporating Directors of the Board shall be the persons who have signed the Articles of Incorporation and the Bylaws. The incorporating Directors shall serve until the first Annual Meeting, whereupon successor Directors will be nominated and elected.
4.5.2. SUBSEQUENT DIRECTORS Thirty to sixty days before the end of one or more Directors’ terms of office, the Nominating Committee shall provide the names and qualifications of the nominees to the Board. Thereafter, the names of the nominated candidates shall be listed on the agenda for the next duly-noticed Annual Meeting for election or rejection as new directors.
FIRST TERM OF OFFICE: Four Officers (President, Vice President, Secretary and Treasurer) will be elected by the general membership. The candidates receiving the highest number of votes shall become Directors/Officers. Three Directors will be appointed by the Incorporating Directors. All seven will serve for two years.
Officers & Director: Four Officers and one Director will be elected by the membership.
Remaining Directors: One Director will be elected by newly elected Officers.
Rotation/Election: Out-going President may serve as Director, but if elected to second term, then Director position will be elected by membership.
SECTION 4.6. DUTIES OF THE DIRECTORS
It shall be the duty of the Directors to:
- Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this Corporation, or by these Bylaws;
- Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties of all officers and agents of the corporation;
- Supervise all officers, agents and employees of the Corporation to assure that their duties are performed properly;
- Meet at such times and places as required by the Bylaws;
- Register their addresses with the Secretary of the Corporation.
SECTION 4.7. STANDARD OF CARE
A Director shall perform the duties of a Director, including duties as a member of any committee of the Board on which the Director may serve, in good faith, in a manner such director reasonably believes to be in the best interests of the Corporation and with such care, including reasonable inquiry, as a prudent person in like position would use under similar circumstances. In performing the duties of a Director, a Director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:
- one or more officers or employees of the Corporation whom the Director believes to be reliable and competent in the matters presented;
- counsel, independent accountants, or other persons as to matter which the Director believes to be within such person’s professional or expert competence; or
- a committee of the Board upon which the Director does not serve, as to matters within its designated authority, which committee, the Director believes to merit confidence so long as, in any such case, the Director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.
SECTION 4.8. COMPENSATION
Directors and officers of the Board shall not receive compensation for their services as Directors.
SECTION 4.9. EVENTS CAUSING VACANCY
A vacancy on the Board shall be deemed to exist at the occurrence of any of the following:
- The death, resignation, or removal of any Director
- The declaration by resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by court order or convicted of a felony, or who has been found by final order or judgment of any court to have breached a duty under California Corporations Code Section 5231through 5238.
- The failure of the Board, at any meeting of the Board at which any Director is to be elected, to elect the Director to be elected at such meeting.
- An increase in the authorized number of Directors.
- Whenever the actual number of Directors is less than the authorized number of Directors for any reason.
SECTION 4.10. FILLING OF VACANCIES
Any vacancy caused by the death, resignation, or removal of a Director, or otherwise shall be filled in accordance with Section 4.5 above by majority vote at a duly noticed meeting called for that purpose; provided, however, that such nomination and election shall take place as soon as practicable.
SECTION 4.11. RESIGNATION OF DIRECTORS
Except as provided in this paragraph, any Director may resign, which resignation shall be effective on giving written notice to the President of the Board, or the Secretary, unless the notice specifies a later time for the resignation to become effective. If the resignation is effective at a future time, the successor Director may be elected to take office when the resignation becomes effective. No Director may resign when the Corporation would then be left without a duly elected Board of Directors in charge of its affairs.
SECTION 4.12. REMOVAL OF DIRECTORS
Any Director may be removed, with or without cause, by the affirmative vote of two/thirds (2/3) or five (5) of the members of the Board at a regular meeting, a special meeting called for that purpose, or at the annual meeting, provided that the Directors are given notice that such action would be considered at the meeting in accordance with Section 5.4. below. Any vacancy caused by the removal of a Director shall be filled as provided in Section 4.10. above.
SECTION 4.13 ABSENTEEISM
The following provisions are intended to deal with a situation when Directors do not attend meetings, and a quorum cannot be constituted over an extended period of time because an insufficient number of Directors are present. Any Director who does not attend three successive Board meetings will automatically be removed from the Board without Board resolution unless one of the following circumstances obtains:
- The Director requests a leave of absence for a limited period of time, and the leave is approved by the Directors at a regular or special meeting. If such a leave in granted, the number of Directors will be reduced by one in determining whether a quorum is or is not present.
- The Director suffers from an illness or disability which prevents meeting attendance and the Board by resolution waives the automatic removal procedure of this section.
- The Board by resolution of the majority of Directors agrees to reinstate the Director who has missed three meetings.
SECTION 4.13. REIMBURSEMENT OF EXPENSES
Directors shall not receive compensation for their services as Directors. Nothing stated herein, however, shall be construed to preclude any Directors from receiving reasonable per diem, mileage, or other reimbursement for expenses as may be fixed or determined by resolution of the Board.
SECTION 4.14. NON-LIABILITY OF DIRECTORS
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.
SECTION 5.1. PLACE OF MEETINGS; MEETINGS BY TELEPHONE
Annual and other regular meetings of the Board may be held at any place within or outside the State of California, as designated from time to time by resolution of the Board. In the absence of designation, annual and other regular meetings shall beheld at the principal executive office of the Corporation. Special meetings of the Board shall be held at any place within or outside of the State of California, as designated in the notice of meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the Corporation. Notwithstanding the above provisions, a regular or special meeting of the Board may be held at any place consented to in writing by all Directors, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference, telephone, electronic video screen communication, or similar communication equipment, and all Directors so participating shall be deemed to be present in person at such meeting.
SECTION 5.2. ANNUAL MEETINGS
The Board shall hold an annual meeting in September at a time and place designated by the Board for purposes of electing Officers and Directors, designating committees, and transacting regular business be held at least once a year. Notice of annual meetings shall be by first-class mail dated not less than 10 nor more than 40 days in advance thereof, by notice delivered personally, by telephone (including voice messaging systems or other system or technology designed to record and communicate messages), telegraph, facsimile, electronic mail or other electronic means, except that any Director may waive notice in accordance with Section 5.5. below.
SECTION 5.3. OTHER REGULAR MEETINGS
Other regular meetings of the Board shall be held at such times as are fixed by the Board. Such regular meetings maybe held without notice
SECTION 5.4. SPECIAL MEETINGS
Special meetings of the Board for any purpose may be called at any time by the President, or any two Directors. Notice of any special meeting of the Board shall be given to all Directors either by first-class mail at least four days in advance or by notice delivered personally, by telephone (including a voice messaging systems or other system or technology designed to record and communicate messages), telegraph, facsimile, electronic mail, or other electronic means at least 48 hours in advance of the meeting, at the last known address of each such Director in the records of the
Corporation, except that such notice may be waived by an Director as set forth Section 5.5. below. Employment of any of the foregoing means of effective notice shall be due, legal, and personal notice to each such Director. The notice may, but need not, specify the purpose of the special meeting.
SECTION 5.5. NOTICE AND WAIVER OF NOTICE TO HOLDING MEETINGS
Notices of meetings mailed five days prior to meeting or faxed or electronically conveyed 48 hours prior to meeting to the addresses or telephone numbers of record shall be valid notice thereof. The transactions of any meeting of the Board however called and noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if (a) a quorum is present, and (b) either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with the Corporation records or made a part of the minutes of the meeting. Notice of meeting shall also be deemed given to an Director who attends the meeting without protesting before or at its commencement about lack of adequate notice.
SECTION 5.6. QUORUM FOR MEETINGS
A majority of the Directors then in office 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 duly held meeting at which a quorum is present shall be regarded as the act of the Board, unless a greater number, or the same number after disqualifying one or more Directors from voting, is required by the Articles of Incorporation, these Bylaws, or the California Nonprofit Corporation Law. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of a Director, if any action taken is approved by at least a majority of the quorum required for meeting, subject to any applicable requirements for approval by a greater number or a majority of disinterested Directors.
SECTION 5.7. ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
SECTION 5.8. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the President of the Board or, in her absence, by the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by “Roberts’ Rules of Order,” as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this Corporation, or with provisions of law.
SECTION 6.1. DESIGNATION OF OFFICERS
The Corporation shall have the following Officers: President, Vice-President, Secretary, and Treasurer. The Corporation may also have other officers as the Board may designate by resolution and appoint pursuant to Section 6.3 below. Officers may, but need not be, Directors.
SECTION 6.2. ELECTION OF OFFICERS
The Officers of the Corporation, except those appointed in accordance with the provisions of Section 6.3 below, shall be chosen by the Board, and each shall serve at the pleasure of the Board, subject to the rights, if any, of the of any Officer under a contract of employment or other contract with the Corporation.
SECTION 6.3. SUBORDINATE OFFICERS
The Board may appoint, and may authorize the President or any other Officer to appoint, any other Officers that the business of the Corporation may require, each of whom shall have the title, hold office for the period, have the authority, and perform the duties specified by these Bylaws or determined from time to time by the Board.
SECTION 6.4. REMOVAL OF OFFICERS
Any Officer may be removed, with or without cause by the Board, at any regular or special meeting of the Board.
SECTION 6.5. RESIGNATION OF OFFICERS
Any Officer may resign at any time by giving written notice to the Board, the President, or the Secretary of the Corporation. Any resignation shall take effect at the date of receipt of that notice or at any later time specified in that notice.
SECTION 6.6. VACANCIES IN OFFICE
A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled only in the manner prescribed by these Bylaws for regular appointments to that office.
SECTION 6.7. RESPONSIBILITIES OF OFFICERS
The President shall be the chief executive officer of the Corporation (and, if the President is a Director, shall preside at all meetings of the Executive Committee). The President shall have such other powers and duties as may be prescribed by the Board of or these Bylaws. The President shall be responsible to the Board, shall see that the Board is advised on all significant matters of the Corporation’s business, and shall see that all orders and resolutions of the Board are carried into effect. The President shall be empowered to act, speak for, or otherwise represent the Corporation between meetings of the Board within the boundaries of policies and purposes established by the Board and as set forth in the Articles of Incorporation and these Bylaws. The President shall be responsible for keeping the Board informed at all times of staff performance as related to program objectives, and for implementing any personnel policies adopted by the Board.
6.7.2. VICE PRESIDENT
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
6.7.3. SECRETARY. The Secretary shall attend to the following:
- Book of Minutes. The Secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board may direct, a book of minutes of all meetings and actions of Directors and committees of Directors, with the time and place of holding regular and special meetings, and if special, how authorized, the notice given, the names of those present at such meetings, and the proceedings of such meetings. At all reasonable times, the Secretary shall exhibit to any Director of the Corporation, or to his or his agent or attorney, on request therefore, the Bylaws and the minutes of the proceedings of the Directors of the Corporation.
- Notices. The Secretary shall give, or cause to be given, notice of all meetings of the Board required by the Bylaws to be given.
- Seal, and other Duties. The Secretary shall keep the seal of the Corporation (if any) in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of the Bylaws.
6.7.4. TREASURER.The Treasurer shall be the chief financial officer of the Corporation and shall attend to the following:
- Book of Account. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, and other matters customarily included in financial statements. The books of account shall be open to inspection by any Director at all reasonable times.
- Deposit and Disbursement of Money and Valuables. The Treasurer shall deposit all money and other valuables in the name and to the credit of the Corporation with such depositories, including brokerage accounts, as may be designated by the Board; shall disburse funds of the Corporation and may be ordered by the Board; shall render to the President and Directors, whenever they request it, an account of all financial transactions and of the financial condition of the Corporation; and shall have other powers and perform such duties as may be prescribed by the Board or the Bylaws.
- Rendering of Account. Upon request, the Treasurer shall render to the President and Directors within two (2) business days, an account of any or all of transactions as Treasurer and of the financial conditions of the corporation.
- Annual Report and Financial Statements. The Treasurer shall prepare, or cause to be prepared, and certify, or cause to be certified, the Corporations annual report, annual statement or financial statements to be included in any required reports.
- Bond. If required by the Board, the Treasurer shall give the Corporation a bond in the amount and with the surety specified by the Board for the faithful performance of the duties of the office and for restoration to the Corporation of all its books, papers, vouchers, money, and other property of every kind in their possession or under their control on their death, resignation, retirement, or removal from office.
SECTION 7.1. COMMITTEES OF DIRECTORS
The Board may, by resolution adopted by a majority of the Directors then in office, provided that a quorum is present, designate one or more committees to serve at the pleasure of the Board. Such other committees may consist of persons who are not also members of the Board. These additional committees shall act in an advisory capacity only to the board and shall be clearly titled “advisory” committees.
SECTION 7.2. MEETINGS AND ACTION OF COMMITTEES
The Board may adopt rules for any committee not inconsistent with the provisions of these Bylaws. In the absence of such rules, meetings and actions of Board committees shall be governed by and held and taken in accordance with the provisions of Section 5.1 concerning meetings and actions of Directors, with such changes in the content therein as are necessary to substitute the committee and its members for the Board and the Directors, respectively, except that the time for regular meetings of committee may be determined by either resolution of the Board or by resolution of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the Corporation’s records.
SECTION 7.3 NOMINATING COMMITTEE
Ninety (90) days prior to the annual meeting, the Directors shall appoint three individuals to serve on the Nominating Committee for a period of two years. The Committee shall announce Director and Officer vacancies to the membership at least sixty (60) days before the annual meeting. Interested candidates shall make their intentions known to the Committee and provide Committee with a biography or resume. After noting any conflicts of interests as noted in Section 4.4 above, the Committee shall list the candidates’ names on the annual meeting agenda for election and provide the members with a short biography on the candidates. The Nominating Committee shall assist in filling any other vacancies that may occur in the two year period of their appointment. At the conclusion the Directors shall renew or appoint new Committee members.
SECTION 7.4. EXECUTIVE COMMITTEE
Pursuant to Section 7.1. the Board may appoint an Executive Committee of the Board consisting of two or more Directors (and the President, if the President is a Director). The Executive Committee, unless limited by a resolution of the Board and to the extent allowed by law, shall have and may exercise all the authority of the Board in the management of the business and affairs of the Corporation between meetings of the Board; provided, however, that the Executive Committee shall not have the authority of the Board in reference to those matters enumerated in Section 7.1. Within one week following an Executive Committee meeting, the Executive Committee shall report its actions to the full board. Meetings of the Executive Committee may be called by, or at the request of any member of the Executive Committee.
SECTION 8.1. MAINTENANCE OF ARTICLES & BYLAWS
The Corporation shall keep at its principal executive the original or a copy of its Articles and Bylaws as amended to date.
SECTION 8.2 MAINTENANCE OF OTHER CORPORATE RECORDS
The records of account, including business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses books, records, and minutes of the proceedings of the Board and any committee(s) of the Board, shall be kept at such place or places designated by the Board, or, in the absence of such designation, at the principal executive office of the Corporation.
SECTION 8.3. DIRECTOR’S INSPECTION RIGHTS
Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the Corporation and each of its subsidiary corporations. This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.
SECTION 8.4. ANNUAL REPORT
The Board and Treasurer shall cause an annual report to be furnished not later than sixty (60) days after the close of the Corporation’s fiscal year to all Directors of the Corporation, which report shall contain the following information in appropriate detail:
- The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year;
- The principal changes in assets and liabilities, including trust funds, during the fiscal year;
- The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the fiscal year;
- The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year;
- Any information required by Section of this Article 8 of this Article.
SECTION 8.5. ANNUAL STATEMENT OF CERTAIN TRANSACTIONS AND INDEMNIFICATIONS
The Corporation shall prepare and mail or deliver to each Director an annual statement of the amount and circumstances of any transaction or indemnification of the following kind: (a) any transaction(s) in which the Corporation, its parent, or subsidiary (a mere common directorship shall not be considered such an interest) had a direct or indirect financial interest; and (b) any indemnifications or advances aggregating more than $1,000 paid during the fiscal year to any Officer or Director of the Corporation pursuant to Article 11 hereof.
CONTRACTS AND LOANS WITH DIRECTORS AND OFFICERS
SECTION 9.1 SELF-DEALING TRANSACTIONS
No Director or Officer of this Corporation, nor any other corporation, firm, association, or other entity in which one or more of this Corporations’s Directors or Officers are directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or other transaction with this Corporation, unless:
- the material facts regarding such Director’s or Officer’s financial interest in such contract or transaction and/or regarding such common directorship, officership, or financial interest are fully disclosed in good faith and are noted in the minutes, or are known to all members of the Board prior to consideration by the Board of such contract or transaction;
- such contract or transaction is authorized in good faith by a majority of the Board then in office, excluding the interested Director(s);
- prior to authorizing or approving the transaction, the Board considers and in good faith determines after reasonable investigation under the circumstances that the Corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and
- this Corporation enters into the transaction for its own benefit, and the transaction is fair and reasonable to this Corporation at the time the transaction is entered into. In no event shall the interested Director(s) participate in the Board discussions concerning, or vote on the authorization of, the transaction.
The provisions of this Section do not apply to a transaction which is part of an educational or charitable program of the Corporation if it: (a) is approved or authorized by the Corporation in good faith and without unjustified favoritism; and (b) results in a benefit to one or more Director or Officers or their families because they are in the class of persons intended to be benefitted by the educational or charitable program of this Corporation.
SECTION 9.2. LOANS
The Corporation shall not make any loan of money or property to, or guarantee the obligation of, any Director or Officers of this Corporation or any subsidiary for expenses reasonably anticipated to be incurred in performance of the duties of such Officer or Director, Without the approval of the Attorney General of the State of California and only if such individual would be entitled to be reimbursed for such expenses absent that advance.
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 10.1. EXECUTION OF INSTRUMENTS
The Board, except as otherwise provided in these Bylaws, may by resolution authorize any Officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no Officer or agent shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
SECTION 10.2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board , or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by the Treasurer.
SECTION 10.3. DEPOSITS
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select.
SECTION 10.4. GIFTS
The Board may accept on behalf of the corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this corporation.
SECTION 10.5. SOLICITING AND GRANTING FUNDS FOR DOMESTIC AND
- The Board is empowered to solicit contributions to be used to provide grants to foreign organizations or to an officer connected with such foreign organization for the specific purposes set forth in the Articles of Incorporation. The directors may withdraw its approval of a particular grant even if it has been approved, upon notice to the grantee.
- The Board is empowered is make grants and contributions and otherwise render assistance to any domestic 501(c)(3) organization which furthers the purposes set forth in the Articles of Incorporation.
- The Board shall review all requests for funds from other organizations and shall require that such requests specify the use to which the funds will be used. The Board may, in its absolute discretion, refuse to make any grants or contributions or otherwise render assistance to or for any or all of the purposes for funds are requested.
- If the Board approves the request, the Board shall authorize payment of such funds to the approved grantee.
- The Board shall require that the grantee furnish an accounting at least quarterly to show that all funds were expended for the purposes which were approved by the Board.
- The Board shall at all times have the right to withdraw approval of the grant if at appears that the grantee is not or will not be utilizing the funds as approved by the Board. Those funds may then be used for other charitable, scientific or educational purpose.
- After the Directors have approved a grant to another organization as set forth above, the corporation may solicit funds for the specifically-approved project or purpose of the other organization.
INDEMNIFICATION; ADVANCEMENT OF EXPENSES; INSURANCE
SECTION 11.1. RIGHT TO INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS
To the fullest extent allowed under the California Nonprofit Corporation Law and California Corporations Code Section 5238 (“Section 5238″), the Corporation shall indemnify any one of its agents who is a party, or is threatened to be made a party, to any proceeding by reason of the fact that such person is or was an agent of the Corporation, against any expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding. For purposes of this Article, “agent,” “expenses,” and “proceeding” shall have the meanings given such terms in Section 5238(a).
SECTION 11.2. APPROVAL OF INDEMNIFICATION
On written request to the Board in each specific case by any agent seeking indemnification, to the extent the agent has been successful on the merits in defense of the proceeding, the Board shall promptly authorize indemnification in accordance with Section 5238(d). Otherwise, the Board shall promptly determine, in accordance with Section 5238, by a majority vote of a quorum consisting of Directors who are not parties to the proceeding, whether the agent has met the applicable standard of conduct stated in Section 5238(c) in the specific case, and if so, shall immediately authorize and order indemnification. The indemnification provided herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled, and shall continue as to a person who has ceased to be an agent and shall inure to the benefit of heirs, executors, and administrators of such a person.
SECTION 11.3. ADVANCING EXPENSES
To the fullest extent allowed by Section 5238, the Board shall authorize the advancement of expenses incurred by or on behalf of an agent of the Corporation in defending any proceeding prior to the final disposition thereof, upon receipt of any undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified pursuant to Section 9.2 above. Such undertaking shall be unsecured, and no interest shall be charged on the obligation created by the undertaking.
SECTION 11.4 INSURANCE FOR CORPORATE AGENTS
This Corporation shall have the power and shall use all reasonable efforts in good faith to purchase and maintain insurance of any Director, Officer or agent of the Corporation, against any liability asserted against or incurred by the Director, Officer, or agent in any such capacity or arising out of the Director’s, Officer’s or agent’s status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under Section 9.1or Section 9.2 above or Section 5238. However, the Corporation shall have no power to purchase and maintain such insurance to indemnify any Director, Officer, or agent of the Corporation for any self-dealing transaction, as described in Section 5233 of the California Nonprofit Corporation Law. For purposes of this Section 11.11, “all reasonable efforts in good faith” shall have the meaning given such term in California Corporations Code Section 5239(h).
SECTION 12.1. FISCAL YEAR OF THE CORPORATION
The fiscal year of the Corporation shall begin on January 1 and end on the 31st of December in each calendar year.
SECTION 12.2 MONTH OF ANNUAL MEETING
The annual meeting shall be held in the month of September, unless changed by a bylaw amending this section.
SECTION 12.3 VOTING RIGHTS
Candidates standing for election to the Board of Directors or to serve as a Officer must be current in their annual dues. All members are entitled to cast one vote for each elected director provided they are current in their annual dues.
SECTION 12.4. AMENDMENTS
Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit Corporations, these Bylaws, or any of them, may be altered, amended or repealed and new Bylaws adopted by approval of the Board.
SECTION 12.4. PROHIBITION AGAINST SHARING CORPORATE PROFITS & ASSETS
No member, Director, Officer or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation. However, this provision shall not prevent payment to any such persons of reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors. No such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the Corporation.