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HomeMy WebLinkAbout18 TCF ART OF INC & BY-LAWS 09-04-07- -_~ ~~-~ Agenda Item 18 ~. ~~~ ~' ~ AGENDA REPORT Re~,ewed: a~ a ~•~ City Manager ~` Finance Director NIA MEETING DATE: SEPTEMBER 4, 2007 TO: WILLIAM A. HUSTON, CITY MANAGER FROM: CITY ATTORNEY SUBJECT: TUSTIN COMMUNITY FOUNDATION ARTICLES OF INCORPORATION AND BY-LAWS RECOMMENDATION: Approve the attached Resolution approving the amendment and restatement of the Articles of Incorporation and Bylaws of the Tustin Community Foundation, and direct the City Manager to prepare and execute such documents as may be necessary to implement the changes in the Articles and Bylaws. BACKGROUND: In 1993, the City Council authorized the formation of anon-profit corporation to raise funds for various community projects and .services that benefit the community. The Tustin Community Foundation ("TCF") was incorporated on July 7, 1993. Since it was incorporated, the Articles of Incorporation have called for the City Council to select directors of the TCF, and to fill vacancies on the Board of Directors. The City Council has also been required by the TCF Bylaws to approve other aspects of the governance of the TCF, such as the selection and terms of office of the TCF directors. As the TCF has grown and matured and its mission has expanded, its ability to flourish as an independent non-profit entity has been established. The Board of the TCF has requested that the independence of its non-profit mission be recognized by ending the City's remaining indirect role in the governance of the Foundation. To this end, the Foundation has proposed that its Articles and Bylaws be restated to remove the City Council's role with the TCF, a restatement process which must be approved by a majority of the membership of the Tustin City Council. Copies of the Amended and Restated Articles of Incorporation and of the Amended and Restated Bylaws of the Tustin Community Foundation are attached to the attached Resolution. Doug Holland, City Attorney RESOLUTION NO. 07-73 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUSTIN APPROVING THE AMENDMENT AND RESTATEMENT OF THE ARTICLES OF INCORPORATION AND BYLAWS OF THE TUSTIN COMMUNITY FOUNDATION WHEREAS, the Tustin Community Foundation (“TCF”) was formed by the City of Tustin as a non-profit corporation to raise funds for various community projects and services that benefit the community. WHEREAS, over the years, the TCF has advanced that mission and the organization has grown such that it is capable of advancing its non-profit mission independently, and without continuing involvement of the City in the governance of the corporation. WHEREAS, the TCF Board has requested that the TCF’s Articles of Incorporation and Bylaws be amended and restated to reflect the independence of the TCF, and the City Council of the City of Tustin agrees that the Articles and Bylaws should be amended and restated to accomplish accordingly. Now, therefore, the City Council of the City of Tustin approves the amendment and restatement of the Articles of Incorporation and Bylaws of the Tustin Community Foundation consistent in form and substance with Attachments “A” and “B” hereto. The City Manager and City Attorney are directed to prepare and execute such documents as may be necessary to implement the changes in the Articles and Bylaws. PASSED AND ADOPTED at a regular meeting of the Tustin City Council held on the _____ day of ____________, 2007. LOU BONE, Mayor ATTEST: PAMELA STOKER, City Clerk STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS CITY OF TUSTIN ) I, Pamela Stoker, City Clerk and ex-officio Clerk of the City Council of the City of Tustin, California, do hereby certify that the whole number of the members of the City Council of the City of Tustin is five; that the above and foregoing Resolution No. 07-73 was duly passed and adopted at a regular meeting of the Tustin City Council, held on the day of 2007, by the following vote: COUNCILMEMBER AYES: COUNCILMEMBER NOES: COUNCILMEMBER ABSTAINED: COUNCILMEMBER ABSENT: PAMELA STOKER, City Clerk ATTACHMENT A AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE TUSTIN COMMUNITY FOUNDATION a California nonprofit public benefit corporation These Amended and Restated Articles of Incorporation supercede and entirely replace all previously adopted and filed Articles of Incorporation of the Corporation. ARTICLE I. The name of the corporation is: THE TUSTIN COMMUNITY FOUNDATION ARTICLE II. A. The corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the California Nonprofit Public Benefit Corporation Law for public and charitable purposes. B. The primary purpose of the corporation is to promote and advance philanthropy in the community of Tustin in order to support nonprofit organizations and public institutions which effectively address the needs of the community. Additionally, the corporation may engage in any activities that are reasonably related to or in furtherance of its stated charitable purposes, or in any other charitable activities. C. This corporation is organized exclusively for public benefit and charitable purposes within the meaning of Internal Revenue Code section 501(c)(3) or the corresponding provision of any future United States internal revenue law. Despite any other provision in these articles, the corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that do not further the purposes of this corporation, and the corporation shall not carry on any other activities not permitted to be carried on by (a) a corporation exempt from federal income tax under Internal Revenue Code section 501(c)(3) or the corresponding provision of any future United States internal revenue law, or (b) a corporation, contributions to which are deductible under Internal Revenue Code section 170(c)(2) or the corresponding provision of any future United States internal revenue law. D. In furtherance of its purposes, the corporation shall have all the general powers enumerated in Sections 5140 and 5141 of the California Nonprofit Public Benefit Corporation Law, as now in effect or as may hereafter be amended, together with the power to solicit grants and contributions for such purposes. ARTICLE III. A. No substantial part of the activities of the corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, (except as otherwise permitted by Section 501 (h) of the Code and in any corresponding laws in the State of California), and the corporation shall not participate in or intervene in any political campaign (including the publishing or distribution of statements) on behalf of, or in opposition to, any candidate for public office. B. During such period, or periods, of time, if any, as the corporation is treated as a "private foundation" pursuant to Section 509 of the Code, the directors must distribute the corporation's income at such time and in such manner so as not to subject the corporation to tax under Section 4942 of the Code, and the corporation is prohibited from engaging in any act of self-dealing (as defined in Section 4941(d) of the Code), from retaining any excess business holdings (as defined in Section 4943(c) of the Code) which would subject the corporation to tax under Section 4943 of the Code, from making any investments or otherwise acquiring assets in such manner so as to subject the corporation to tax under Section 4944 of the Code if the directors have acquired such assets, and from making any taxable expenditures (as defined in Section 4945(d) of the Code). C. Notwithstanding any other provision of these Articles of Incorporation, the corporation shall not directly or indirectly carry on any other activity which would prevent it from obtaining exemption from Federal income taxation as a corporation described in Section 501(c)(3) of the Code, or cause it to lose such exempt status, or carry on any activity not permitted to be carried on by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code. ARTICLE IV. The property of the corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer, or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Code. As required by the articles of incorporation, these amended and restated articles of incorporation has been approved by a majority of the membership of the Tustin City Council. Each of the undersigned declares under the penalty of perjury under the laws of the State of California that the statements in the foregoing certificate are true and correct of his or her own knowledge, and that this declaration was executed on , 2007, at Tustin, California. Paul Irby President Jill Leach Secretary ATTACHMENT B AMENDED AND RESTATED BYLAWS OF THE TUSTIN COMMUNITY FOUNDATION These Amended And Restated Bylaws of The Tustin Community Foundation (hereinafter referred to as the "Bylaws") supercede and entirely replace all previously adopted versions of the bylaws of the Corporation. ARTICLE I NAME 1.1 The name of the Corporation is The Tustin Community Foundation, hereinafter referred to as the "Corporation". ARTICLE II PURPOSES 2.1 General Purpose. The general purpose for which this Corporation is organized is to engage in any lawful act or activity for which a corporation may be organized under the Nonprofit Public Benefit Corporation Law of California, provided, however, nothing in this Article 3 shall be construed to authorize this Corporation to carry on any activity for the profit of its officers, Directors or other persons or to distribute any gains, profits or dividends to any of its officers, Directors, or other persons as such. Furthermore, nothing in this Article shall be construed as allowing the Corporation to engage in any activity forbidden under Section 501(c)(3) of the Internal Revenue Code. 2.2. Specific Purpose. The specific purpose for this Corporation shall include, without limitation, is to promote and advance philanthropy in the community of Tustin in order to support nonprofit organizations and public institutions which effectively address the needs of the community. Additionally, the Corporation may engage in any activities that are reasonably related to or in furtherance of its stated charitable purposes, or in any other charitable activities. 2.3 Public Purpose. This Corporation has been formed under the California Nonprofit Public Benefit Corporation Law for the public purposes described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote. 2.4 Prohibited Activities. The Corporation shall not, except in any insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above in Section 2.1 ARTICLE III PRINCIPAL OFFICE 3.1 Principal Office. The principal office for the transaction of the activities and affairs of the Corporation ("Principal Office") is fixed and located in Orange County, California. The Board of Directors ("Board") may at any time or from time to time change the location of the Principal Office from one location to another. The Secretary shall note any change of location of the Principal Office on these Bylaws opposite this Section, or, in the alternative, this Section may be amended to state the new location. 3.2 Other Offices. The Board may at any time or from time to time establish branch or subordinate offices at any place or places where the Corporation is qualified to conduct its activities. ARTICLE IV MEMBERSHIP 4.1 No Members. This Corporation shall have no members. 4.2 Non-Voting Members. The Board may adopt policies and procedures for the admission of associate members or other designated members who shall have no voting rights in the Corporation. Such associate or other members are not "members" of the Corporation as defined in Section 5056 of the California Corporations Code or any successor provision. ARTICLE V BOARD OF DIRECTORS 5.1 General Corporate Powers. Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the Articles of Incorporation or other sections of these Bylaws, the Corporation's activities and affairs shall be managed, and all corporate powers shall be exercised by, or under the direction of the Board of Directors. 5.2 Specific Powers. Without prejudice to the general powers set forth in Section 5.1, but subject to the same limitations, the Board shall have the power to: (a) Appoint and remove, at the pleasure of the Board, all the Corporation's officers, agents, and employees; prescribe powers and duties for them that are consistent with law, the Articles of Incorporation, or these Bylaws; and fix their compensation and require from them security for faithful performance of their duties. (b) Conduct, manage, and control the activities and affairs of the Corporation, and to make rules and regulations not inconsistent with law, the Articles of Incorporation, or these Bylaws. (c) Change the Principal Office or the principal business office in California from one location to another; and cause the corporation to be qualified to conduct its activities in any other state, territory, dependency, or country and conduct its activities within or outside California. (d) Adopt and use a corporate seal and alter the form of the seal. (e) 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, or other evidences of debt and securities. 5.3 Number and Qualification of Directors. 5.3.1. Authorized Number and Election. The Board of Directors shall consist of no less than five (5) nor more than twenty (20) directors until changed by amendment to these Bylaws. The exact number of directors shall be fixed, within those limits, by a resolution adopted by the Board. The authorized number of directors may be changed only by a resolution adopted by the affirmative vote of two-thirds of those directors then in office. Except as limited by the terms of Section 5.4.3 below, the offices of directors shall be filled by election by vote of the Board then in office. 5.3.2. Qualifications. The qualifications for each director are the following: (a) He shall be publicly known for his personal integrity and morality. (b) He shall be dedicated and actively committed to the purposes of the Corporation. (c) He shall be at least eighteen (18) years of age. (d) He shall abide by the Articles of Incorporation and the Bylaws of this Corporation. 5.3.3. Restriction on Interested Persons as Directors. No more than Forty- Nine Percent (49%) of the persons serving on the Board may be interested persons. An interested person is (a) any person currently being compensated by the Corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part- time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and (b) 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 such person. However, any violation of the provisions of this Section shall not affect the validity or enforceability of any transaction entered into by the Corporation. 5.3.4 Ex Officio Director. The person serving from time to time as the Manager of this Corporation shall also serve as an ex officio Board member. Such ex officio director's term of office as a Board member shall coincide with his or her term of office as the Manager of the Corporation; provided, however, such person may serve on the Board prior to or after his term as Manager if duly elected by the other members of the Board in accordance with these Bylaws. Such ex officio director shall not otherwise be subject to the same class distinction and term limits as the directors duly elected and serving hereunder. As an ex officio director, the Manager may attend all meetings of the Board, participate in all discussions of the Board members, but shall not be able to exercise rights and powers as given to the directors herein, including, but not limited to, the right to vote; provided, however, the Manager may be excluded by the Board from any executive session of the Board during which the issues before the Board concern the Manager's compensation or job performance evaluation. 5.4 Term of Office. 5.4.1 Except as limited by the terms of Section 5.4.3 below, the term of office for each director of this Corporation (other than the ex officio director) shall be three (3) years or until his or her successor is elected. Provided, however the term of office of each director shall expire at the conclusion of the annual meeting of the Board held during the third year of the term of a director if the Board elects his or her successor at such meeting, regardless of the date set by the Board for that meeting. Each director whose term of office expires after any annual meeting may participate in the vote for the election of his or her successor. A director may succeed herself or himself in office. 5.4.2 The members of the Board shall be divided into three (3) classes. Each class shall be of equal number; provided, however, that in the event that the number of Directors then serving cannot be equally divided into three separate classes, then the Directors shall be divided into three classes such that two classes are of equal number and the third class consists of one more or one less member than the other two classes. The classes shall be designated as Class A, Class B and Class C respectively. The directors to be elected in Class A, Class B and Class C shall be designated as directors A-1, A-2, A-3, B-1, B-2, B-3, and C-1, C-2, C-3, respectively, in accordance with the number of directors in each such class. Directors shall be elected to fill a specifically designated office of a director. 5.4.3 The term of office for directors serving in Class A in 2007 shall expire in 2005. Thereafter the term of office of successive Class A directors shall be three (3) years. The term of office of directors serving in Class B in 2007 shall expire in 2009. Thereafter the term of office of successive Class B directors shall be three (3) years. The term of office of directors serving in Class C in 2007 shall expire in 2010. Thereafter the term of office of successive Class C directors shall be three (3) years. 5.4.4 Upon the adoption of these Bylaws by a vote of a majority of the directors in office on the date of such adoption, the directors then in office shall assign by resolution those persons who make up the existing members of the Board to the classes and offices described in Section 5.4.2. 5.5 Vacancies on Board. 5.5.1. Events Causing Vacancy. A vacancy or vacancies on the Board shall exist on the occurrence of the following: (a) the death or resignation of any director; (b) the declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by an order of court, convicted of a felony, or found by final order or judgment of any court to have breached a duty under Article 3 of Chapter 2 of the California Nonprofit Public Benefit Corporation Law; (c) the vote of a majority of the directors then in office, to remove any director; (d) the increase of the authorized number of directors; or (e) the failure of the Board, at any meeting of the Board at which any director or directors are to be elected, to elect the number of directors required to be elected at such meeting. 5.5.2. Resignations. Except as provided below, any director may resign by giving written notice to the Chairman of the Board, if any, or to the President or the Secretary of the Corporation. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director's resignation is effective at a later time, the Board may elect a successor to take office as of the date when the resignation becomes effective. Except on notice to the Attorney General of California, no director may resign if the Corporation would be left without a duly elected director or directors. 5.5.3. Filling Vacancies. Vacancies on the Board may be filled by a majority of the directors then in office, whether or not less than a quorum, or by a sole remaining director. 5.5.4. No Vacancy on Reduction of Number of Directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires. 5.6 Directors' Meetings. 5.6.1. Place of Meetings. Meetings of the Board shall be held at any place within or outside California that has been designated by resolution of the Board or in the notice of the meeting or, if not so designated, at the Principal Office of the Corporation. 5.6.2. Meetings by Telephone. Any meeting may be held by conference telephone or similar communication equipment, as long as all directors participating in the meeting can hear one another. All such directors shall be deemed to be present in person at such a meeting. 5.6.3. Annual Meeting. Within ninety (90) days after the close of the Corporation's fiscal year, the Board shall hold a regular meeting for purposes of organization, election of officers, and transaction of other business. Notice of this meeting shall be given as set forth in Section 5.6.5. 5.6.4. Other Regular Meetings. Other regular meetings of the Board may be held without notice at such time and place as the Board may fix by resolution from time to time. Notice of such meetings shall be given as set forth in Section 5.6.5. 5.6.5. Special Meetings. Special meetings of the Board for any purpose may be called at any time by the Chairman of the Board, if any, the President or any Vice President, or the Secretary or any two directors. Notice of the time and place of special meetings shall be given to each director by one of the following methods: (i) by personal delivery of written notice; (ii) by first-class mail, postage prepaid; (iii) by telephone or facsimile transmission, either directly to the director or to a person at the director's office who would reasonably be expected to communicate that notice promptly to the director; or (iv) by telegram, charges prepaid. All such notices shall be given or sent to the director's address, telephone number or facsimile number as shown on the records of the Corporation. Notices sent by first-class mail shall be deposited in the United States mails at least four days before the time set for the meeting. Notices given by personal delivery, telephone, facsimile transmission, or telegraph shall be delivered, telephoned, transmitted by facsimile or given to the telegraph company at least 48 hours before the time set for the meeting. The notice shall state the time of the meeting, and the place if the place is other than the Principal Office of the Corporation. It need not specify the purpose of the meeting. 5.6.6. Quorum. A majority of the directors then in office shall constitute a quorum for the transaction of business, except to adjourn. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the Board, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to (a) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (b) approval of certain transactions between corporations having common directorships, (c) creation of and appointments to committees of the Board, and (d) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting. 5.6.7. Waiver of Notice. Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of 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 such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her. 5.6.8. Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the directors who were not present at the time of the adjournment. 5.6.9. Action Without a Meeting. Any action that the Board is required or permitted to take may be taken without a meeting if all members of the Board individually or collectively consent in writing to the action; provided, however, that the consent of any director who has a material financial interest in a transaction to which the corporation is a party and who is an "interested director" as defined in Section 5233 of the California Corporations Code shall not be required for approval of that transaction. Such action by written consent shall have the same force and effect as the unanimous vote of such directors. All such consents shall be filed with the minutes of the proceedings of the Board. 5.6.10. Compensation and Reimbursement. Directors shall receive no compensation for their service as directors, except that they shall be allowed and paid actual and reasonable expenses incurred on behalf of the Corporation, or incurred in attending any director's meetings, upon presentment of proof of such expenditures. 5.6.11. Committees. The Board, by resolution adopted by a majority of the directors then in office, provided a quorum is present, may create one or more committees, each consisting of two or more directors and no persons who are not directors, to serve at the pleasure of the Board. Appointments to committees of the board shall be by majority vote of the directors then in office. The Board may appoint one or more directors as alternate members of any such committee, who may replace any absent member at any meeting. Any such committee, to the extent provided in the Board resolution, shall have all the authority of the Board, except that no committee, regardless of Board resolution, may: (a) Take any final action on any matter that, under the California Nonprofit Public Benefit Corporation Law, also requires approval of the Board; (b) Fill vacancies on the Board or on any committee that has the authority of the Board; (c) Fix compensation of the directors for serving on the Board or on any committee; (d) Amend or repeal Bylaws or adopt new Bylaws; (e) Amend or repeal any resolution of the Board that by its express terms is not so amendable or repealable; (f) Create any other committees of the Board or appoint the members of committees of the Board; (g) Expend corporate funds to support a nominee for director after more people have been nominated for director than can be elected; or (h) Approve any contract or transaction to which the corporation is a party and in which one or more of its directors has a material financial interest, except as special approval is provided for in Section 5233(d)(3) of the California Corporations Code. Meetings and actions of committees of the Board shall be governed by, held, and taken in accordance with the provisions of these bylaws concerning meetings and other board actions, except that the time for regular meetings of such committees and the calling of special meetings of such committees may be determined either by Board resolution or, if there is none, by resolution of the committee of the Board. Minutes of each meeting of any committee of the Board shall be kept and shall be filed with the corporate records. The Board may adopt rules for the government of any committee, provided they are consistent with these bylaws or, in the absence of rules adopted by the Board, the committee may adopt such rules. ARTICLE VI OFFICERS 6.1 Officers of the Corporation. The officers of the Corporation shall be a President, aPresident-Elect, a Secretary, a Chief Financial Officer, a Vice President of Resource Development, and a Vice President of Grant Distribution. The Corporation may also have, at the Board's discretion, 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 Section 6.3. 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 either the President or the Chairman of the Board. 6.2 Election of Officers. The officers of the Corporation, except those appointed under Section 6.3, shall be elected bi-annually by the Board and shall serve at the pleasure of the Board, subject to the rights, if any, of any officer under any contract of employment. 6.3 Other Officers. The Board may appoint and may authorize the President, or other officers, to appoint any other officers that the Corporation may require. Each officer so appointed shall have the title, hold office for the period, have the authority, and perform the duties specified in the Bylaws or as determined by the Board. 6.4 Removal of Officers. Without prejudice to any rights of an officer under any contract of employment, any officer may be removed with or without cause by the Board and also, if the officer was not chosen by the board, by any officer on whom the board may confer that power of removal. 6.5 Resignation of Officers. Any officer may resign at any time by giving written notice to the Corporation. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. 6.6 Vacancies in Office. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office; provided, however, that vacancies need not be filled on an annual basis. 6.7 President. The President shall preside over all meetings of the Board, serve as an ex-officio member of all committees, and work closely with the other officers to advise or assist in the operation of Corporation as necessary or desired. The President shall be the general manager of the corporation and shall supervise, direct, and control the corpor- ation's activities, affairs, and officers. The President shall have such other powers and duties as the Board or the bylaws may prescribe from time to time. To accomplish his duties as President of the Corporation, the President may appoint and supervise such vice presidents of the Corporation as the President deems necessary from time to time, provided, no such vice presidents shall be deemed officers of the Corporation unless so determined by the Board. 6.8 President-Elect. The President Elect shall serve and perform the duties of the President in his or her absence at any meetings or otherwise and such other duties as the President shall from time to time assign to him or her. The President Elect will assume the duties and replace the President at end of the his or her term as President. 6.9 Vice President of Resource Development. The Vice President of Resource Development shall serve as the Chairperson of the Resource Development Committee, and such other duties as the President may for time to time assign to him or her. 6.10 Vice President of Grant Distribution. The Vice President of Grant Distribution shall serve as the Chairperson of the Grant Distribution Committee, and such other duties as the President may for time to time assign to him or her. 6.11 Vice Presidents. The Board may empower the President to appoint such Vice Presidents as the operations of the Corporation may require. The President shall have the authority to designate the duties required of, and various levels of authority vested in, such Vice Presidents, and to limit such duties and levels of authority as he or she deems necessary. The President shall report to the Board all appointments of Vice Presidents, the duties and levels of authority of such Vice Presidents, and any and all limitations on such duties and levels of authority within a reasonable time after any such appointments are made. 6.12 Secretary. The Secretary shall cause a full and complete record of the proceedings of the Board to be kept, shall keep the seal of the Corporation and affix it to such papers and instruments as may be required in the regular course of business, shall make service of such notices as may be necessary or proper, shall supervise the keeping of the records of the Corporation, and shall discharge such other duties of the office as prescribed by the Board. 6.13 Chief Financial Officer. The Chief Financial Officer of the Corporation shall receive and safely keep all funds of the Corporation and deposit them in the bank or banks that may be designated by the Board. He shall cause financial records of the Corporation's transactions to be kept on a consistent basis and shall cause a report to be given of the financial affairs of the Corporation at least annually. 6.14 Authority of Officers. The President, or Vice-Presidents, the Secretary, or such other officers as the Board may select for that purpose, are authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all voting securities of any other corporation or corporations standing in the name of this Corporation. The authority granted in these Bylaws to the officers to vote or represent this Corporation arising from any voting securities held by this Corporation in any other corporation or corporations may be exercised either by the officers in person or by any person authorized so to do by proxy or power of attorney duly executed by the officers. ARTICLE VII INDEMNIFICATION 7.1 Right of Indemnity. To the fullest extent permitted by law, this Corporation shall indemnify its directors, officers, employees, and other persons described in Section 5238(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any "proceeding," as that term is used in said Section 5238(a), and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that section. "Expenses," as used in this Article VII, shall have the same meaning as in Section 5238(a) of the California Corporations Code. 7.2 Approval of Indemnity. On written request to the Board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations Code, the Board shall promptly determine under Section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the Board shall authorize indemnification. 7.3 Advancement of Expenses. To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Sections 7.1 and 7.2 in defending any proceeding covered by those Sections shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Corporation for those expenses. 7.4 Insurance. The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer's, director's, employee's, or agent's status as such; provided, however, the Corporation shall have no power to purchase and maintain such insurance to indemnify any such person for a violation of Section 5233 of the California Corporations Code. 7.5 Duty to Comply With Law. The purpose of this Section is to emphasize that, with regard to the indemnification provided under this Article VII, the Board must review and comply with all provisions of Section 5238 of the California Corporations Code, as amended from time to time. ARTICLE VIII RECORDS AND REPORTS 8.1 Maintenance of Corporate Records. The Corporation shall keep: (a) Adequate and correct books and records of account; and (b) Written minutes of the proceedings of the Board, and committees of the Board. 8.2 Inspection by Directors. Every director shall have the absolute right at any reasonable time to inspect the Corporation's books, records, documents of every kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the director's agent or attorney. The right of inspection includes the right to copy and make extracts of documents. 8.3 Annual Report. A report shall be furnished annually to the directors at the annual Board meeting, if possible, or at least within ninety (90) days after the end of the corporation's fiscal year. That report shall contain the following information, in appropriate detail, for such fiscal year: (a) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year. (b) The principal changes in assets and liabilities, including trust funds. (c) The revenue or receipts of the Corporation, both unrestricted of the Corporation, both unrestricted and restricted to particular purposes. (d) The expenses or disbursements of the Corporation for both general and restricted purposes. (e) Any information required by Section 8.4. The annual report shall be accompanied by any report thereon of independent accountants or, if there is no such report, by the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the Corporation's books and records. 8.4 Annual Statement of Certain Transactions and Indemnifications. As part of the annual report to all directors, the corporation shall annually prepare and furnish to each director a statement of any transaction or indemnification of the following kind within ninety (90) days after the end of the corporation's fiscal year: (a) Any transaction (i) in which the Corporation, its parent, or its subsidiary was a party, (ii) in which an "interested person" had a direct or indirect material financial interest, and (iii) which involved more than $10,000, or was one of a number of transactions with the same interested person involving, in the aggregate, more than $10,000. For this purpose, an "interested person" is either of the following: (1) any director or officer of the Corporation, its parent, or subsidiary (but mere common directorship shall not be considered a material financial interest), or (2) any holder of more than 10 percent of the voting power of the Corporation, its parent, or its subsidiary. The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the Corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated. (b) Any indemnifications or advances aggregating more than $1,000 paid during the fiscal year to any officer or director of the Corporation under Article VII. ARTICLE IX FINANCES 9.1 Funds. The Corporation shall maintain accounts into which shall be placed all funds designated for its operation. All money received in the name of the Corporation, and not restricted as to particular purpose, shall constitute a general operating fund to be disbursed according to the criteria established in writing by the Board of Directors for the furtherance, administration and implementation of the goals and purpose of the Corporation. 9.2 Fiscal Period. The fiscal year of the Corporation shall be prescribed by the Board of Directors. 9.3 Budget. The Board shall adopt in advance of each fiscal period an annual operating budget covering all activities of the Corporation, as a guideline and goal, but shall not be bound by such budget. ARTICLE X MISCELLANEOUS 10.1 Construction and Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term "person" includes both a legal entity and a natural person. 10.2 Contracts. Except as otherwise provided in these Bylaws, the directors may authorize any officer or officers, agent or agents, to enter into any contracts or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general, or consigned to specific matters; and unless so authorized by the Board of Directors, no officer, agent or employee will have the power to or authority to bind the Corporation by any contract or agreement or to pledge its credit or to render it liable for any purpose or to any amount. ARTICLE XI AMENDMENT OF ARTICLES AND BYLAWS 11.1 Amendment of Articles and Bylaws. The Articles of Incorporation may be amended, and these Bylaws may be amended, or repealed and new Bylaws adopted, only by an affirmative vote of two-thirds (2/3) of the directors of this Corporation then in office. 11.2 High Vote Requirement. If any provision of these Bylaws requires the vote of a larger proportion of the Board than is otherwise required by law, that provision may not be altered, amended, or repealed except by that greater vote. CERTIFICATE OF SECRETARY I certify that I am the duly elected and acting Secretary of The Tustin Community Foundation, a California nonprofit public benefit corporation, that the above bylaws, consisting of twelve (12) pages, are the bylaws of this Corporation as adopted by unanimous vote of the Board of Directors on the 16t" day of October, 2006, and that they have not been amended or modified since that date. Executed on the _ day of 2007, at Orange County, California. Jill Leach, Secretary