CASTRO VALLEY EDUCATIONAL FOUNDATION
A California Nonprofit Public Benefit Corporation
The name of this corporation shall be “Castro Valley Educational Foundation.”
SECTION 1. PRINCIPAL OFFICES
The principal office for the transaction of the business of the corporation shall be located in the County of Alameda, State of California. The Board of Directors is granted full power and authority to change said principal office from one location to another.
SECTION 2. OTHER OFFICES
The Board of Directors may at any time establish branch or subordinate offices at any place or places.
MISSION AND OBJECTIVES
“To promote excellence in the educational experience of students in the Castro Valley Unified School District.”
- Provide resources for educational activities beyond the standard curriculum and to provide independent funding for worthy educational programs affected by budget reductions.
- Sponsor educational opportunities that foster a culture of excellence in all Castro Valley schools.
- Encourage achievement by providing scholarships, awards, and other incentives for students to become interested in learning.
This corporation shall have no members. All rights which would otherwise vest in the members shall vest in the Board of Directors . Any action which would otherwise require a vote of the members shall require only a vote of a majority of a quorum of the directors present at a meeting of the Board of Directors convened in accordance with these Bylaws. The corporation shall be allowed as part of its fundraising to raise money through the use of various levels of membership in the Castro Valley Educational Foundation that may confer on the purchaser of such membership such rights and/or privileges described by the Foundation as being associated with such membership. In no event, however, shall the holders of these memberships be deemed “members” under the California Corporations Code and such memberships shall not confer on any holder thereof any voting or other rights in the corporation that may be granted by the California Corporations Code to members.
BOARD OF DIRECTORS
SECTION 1. NUMBER OF DIRECTORS
The Board of Directors shall be comprised of such number of persons as shall be determined from time to time by the Board of Directors..
SECTION 2. ELIGIBILITY
All adult members of the public may be nominated as candidates for the Board of Directors.
SECTION 3. POWERS
Subject to limitations stated in the Articles, these Bylaws, 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.
(a) The Board of Directors has the power to conduct, manage, and control the affairs and business of the corporation, and to make such rules and regulations therefore not inconsistent with law, with the Articles of Incorporation or these Bylaws, as it may deem to be in the best interest of the Corporation.
(b) The Directors shall have the power to select and remove all officers, agents, and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation and these Bylaws; and fix their compensation.
(c) The Directors shall have the power to adopt, make, and use a corporate seal, prescribe for forms of membership certificates, and alter the form of the seal and certificate.
(d) The Directors shall have the power to borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.
(e) The board of Directors may accept on behalf of corporations, any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the corporation.
SECTION 4. ELECTION AND TERM OF DIRECTORS
One-third of the number of Directors shall be elected at the first organizational meeting of the Directors for a one year term, one-third of the number of authorized Directors shall be elected at the first organizational meeting of the Directors for a two year term; one-third of the authorized directors shall be elected at the first organizational meeting for a three year term. Thereafter, at each annual meeting or at the meeting so designated by the Directors, one-third of the authorized Directors shall be elected for a three year term. Thereafter, at each annual meeting, the seats of those Directors whose terms have expired shall be filled by election, each for a three year term.
SECTION 5. RESIGNATION
Except as provided in this paragraph, any Director may resign, which resignation shall be effective on receipt of written notice by the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may elect a successor to take office as of the date when the resignation becomes effective. No Directors may resign when the corporation would then be left without a duly elected Director or Directors in charge of its affairs except upon notice to the Attorney General of the State of California.
SECTION 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 elected is replacing.
SECTION 7. REMOVAL
Any number of Directors may be removed by the Board of Directors by a majority of the Directors in office:
(a) with or without cause;
(b) if by the determination of the Board of Directors or a committee designated to make such determination, the Director has engaged in conduct materially and seriously prejudicial to the interests of the corporation, for political gain or self-interest; or
(c) after missing three (3) consecutive meetings of the Board or Directors.
However, 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 1. OFFICERS
The officers of the corporation shall be President, Vice President, Secretary, and Chief Financial Officer. The corporation may also have, at the discretion of the Board of Directors, one or more Vice Presidents, one more Assistant Secretaries, one or more Assistant Chief Financial Officers, and such other officers as may be appointed. Any number of offices may be held by the same person, except that neither the Secretary nor the Chief Financial Officer may serve concurrently as President.
SECTION 2. ELECTION OF OFFICERS
The officers of the corporation shall be chosen by the Board of Directors, and each shall server for a period of one (1) year, subject to the rights, if any, of an officer under any contract of employment. Neither the President nor the Vice President nor the Secretary shall serve in the same position for more than three consecutive terms.
SECTION 3. REMOVAL OF OFFICERS
Any officer may be removed from office by a majority vote of the Directors then in office,
(a) with or without cause;
(b) if by the determination of the Board of Directors or a committee designated to make such a determination of the office has engaged in conduct materially and seriously prejudicial to the interests of the corporation, for political gain or self-interest; or
(c) after missing three (3) consecutive meetings of the Board of Directors.
SECTION 4. RESIGNATION OF OFFICERS
Any office may resign at any time by giving written notice to the Board of Directors. Any resignation shall take effect on the date of receipt of that notice or at any later time specified in that notice and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the office is a party.
SECTION 5. VACANCIES IN OFFICES
A vacancy in any office because of death, resignation, disqualification, or any other cause shall be filled only in the manner prescribed in these Bylaws for regular appointment to that office.
SECTION 6. RESPONSIBILITIES OF THE OFFICERS
(a) President. The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation. He or she shall perform all duties incidental to this office and such other duties as provided by these Bylaws or as may be prescribed from time to time by the Board of Directors
(b) Vice President. In case of absence or disability of the President, 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 upon the President. The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed for him/her by the Board of Directors or the Bylaws.
(c) Secretary. The Secretary shall be the custodian of the corporate records, shall keep minutes in written form of all meetings of the Directors, shall give all notices as are required by law or by these Bylaws, and generally, shall perform such other duties as may be required by law, by the Articles, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors.
(d) Chief Financial Officer. The Chief Financial Officer shall have charge and custody of all funds of the corporation, shall deposit such funds as required by the Board of Directors, shall keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, shall render reports and accountings to the Directors as required by the Board of Directors, and shall in general perform all duties incident to the office of Chief Financial Officer and such other duties as may be required by law, by the Articles, or by these Bylaws or which may be prescribed from time to time by the Board of Directors.
SECTION 7. COMPENSATION OF THE OFFICERS
Officers shall serve without compensation.
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. A special meeting of the Board of Directors also shall be held whenever called by the President or Secretary or any three Directors of the corporation.
SECTION 2. NOTICE OF MEETINGS
If not fixed by these Bylaws or by the Board of Directors, written notice of all meetings of the Board of Directors shall be mailed or delivered electronically to all Directors by first class mail, to the address given by the Director of the corporation, not less than 10 days prior to each meeting. The notice shall state the general nature of the business to be transacted at the meeting. If Directors are to be elected, the notice shall also include the names of the nominees for each seat, as of the date the notice is sent
If a special meeting of the Board of Directors is requested, the officer or Directors making or receiving the request shall cause notice of such special meeting to be sent as described above four days prior to the date of such special meeting. Alternatively, notice of such special meeting may be given personally or by telephone, 48 hours prior to the time of such meeting. In the case of a special meeting, no business not described in the notice of meeting shall be transacted at such meeting.
When action is proposed to be taken at the Board of Directors’ meeting for approval of any of the following proposals, the notice shall also state the general nature of the proposal. Board action on such items is invalid unless the notice or written waiver of notice states the general nature of the proposal(s):
(a) Removing a Director, without cause;
(b) Authorizing the corporation to incur debt;
(c) Amending the Articles of Incorporation or these Bylaws; or
(d) Voluntarily dissolving the corporation.
SECTION 3. QUORUM
Thirty-three and one-third percent 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 meeting duly held at which a quorum is present shall be the act of the Board of Directors, unless the Articles, these Bylaws, or the Nonprofit Corporation Law specifically require a greater number. [Note: This is a very low bar. With eighteen directors, decisions could be made by 4 people.]
SECTION 4. ADJOURNMENT
A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.
SECTION 5. VOTING
(a) If a quorum is present, the affirmative vote of the majority of Directors represented at the meeting, entitled to vote and voting on any matter, shall be the act of the Board of Directors, unless the vote of a greater number of voting by classes is required by California Nonprofit Corporation Law or by the Articles of Incorporation.
(b) Every Director entitled to vote shall have the right to do so either in person or by a written proxy, signed by the Director and filed with the Secretary of the Board of Directors. Each proxy is valid for only one meeting of the Board of Directors. A proxy shall contain the Director’s signature and reference the date of the meeting.
SECTION 6. 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 of 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 the Directors.
SECTION 7. FEES AND COMPENSATION
Directors shall not receive any 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 or serviced rendered 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 therefore.
SECTION 8. PARTICIPATION IN MEETINGS BY TELEPHONE
Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Directors participating in such meeting can hear one another.
SECTION 1. COMMITTEES OF DIRECTORS
The Board of Directors may, by resolution adopted by a majority of the Directors then in office, designate one or more committees, each consisting of two or more Directors, to serve at the pleasure of the Board. Such committees shall have such power and authority as may be determined by the Board or Directors, subject to the limitations imposed on such power and authority by the Nonprofit Corporation Law and/or the Articles.
SECTION 2. 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 3. ADVISORY COMMITTEE
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).
RECORDS AND REPORTS
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep:
(a) Adequate and correct books and records of account; and
(b) Minutes in written form of the proceeding of its Board of Directors and committees of the Board.
SECTION 2. INSPECTION OF RECORDS
The Articles, Bylaws and books of account shall at all reasonable times be open to inspection by any Director. Such inspection may be made in person or by agent or attorney, and the right of inspection includes the right to make copies.
SECTION 3. FINANCIAL STATEMENTS
The Board of Directors shall cause to be prepared annual financial statements within one hundred twenty days after the close of the fiscal year. The fiscal statement shall consist of a balance sheet as of the close of business of the corporation’s fiscal year, containing a summary of receipts and disbursements, be prepared in such manner and form as sanctioned by sound accounting practices, and be certified by the President, Secretary and Chief Financial Officer.
SECTION 1. FISCAL YEAR
The fiscal year shall begin July 1st and end June 30th unless and until changed by the Board of Directors.
SECTION 2. SIGNATURES
All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by not less than two officers.
The Board of Directors shall take action authorizing the purchase and maintenance of third party liability insurance for the corporation, insuring any agent (including any Officer) or Director of the corporation against any liability other than for violation of provisions against self-dealing asserted against or incurred by the agent or Director in such capacity or arising out of the agent or Director’s status as such, whether or not this corporation would have the power to indemnify the agent or Director against that liability under the provisions of this section. The policy limits of such insurance shall not be less than those required by the Nonprofit Corporation Law.
The Directors and Officers shall be indemnified and held harmless to the extent and in the manner permitted in California Nonprofit Corporation Law.
ASSETS AND INVESTMENTS
SECTION 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 Bylaws are deemed to include corresponding provisions of any future United States or California taxation law, as the case may be.)
SECTION 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 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 interest of the corporation. No retention of donated assets violates this Article XIII, Section 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 Bylaws, 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 3. ENDOWMENT FUND
(a) The corporation may receive donations earmarked for an endowment fund from any source in case 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 for the in the Articles and/or these Bylaws. All donations so received together with the income there from (referred to in these Bylaws 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 deems appropriate to recognize and commemorate each such gift, to the end that the memory of the gift and of the donor shall be appropriately preserved.
(c) The corporation shall disburse the Fund or the income there from as such time and in such a manner and in such amounts as the Board of Directors may in it discretion determine for the corporation or its related activities.
New Bylaws may be adopted or these Bylaws may be amended or repealed by the Board of Directors, except as otherwise provided by law or by the Articles.