Attachment 1
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BYLAWS OF
Los Gatos-Monte Sereno Safe Routes to School
A California Nonprofit Public Benefit Corporation
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TABLE OF CONTENTS
ARTICLE 1 NAME
SECTION 1.1 CORPORATE NAME.
ARTICLE 2 OFFICES
SECTION 2.1 PRINCIPAL OFFICE.
SECTION 2.2 OTHER OFFICES.
ARTICLE 3 OBJECTIVES AND PURPOSES
SECTION 3.1 GENERAL PURPOSE.
SECTION 3.2 SPECIFIC PURPOSE.
ARTICLE 4 NONPARTISAN ACTIVITIES
SECTION 4.1 PUBLIC PURPOSE.
SECTION 4.2 PROHIBITED ACTIVITIES.
ARTICLE 5 DEDICATION OF ASSETS
SECTION 5.1 PROPERTY USE.
SECTION 5.2 DISTRIBUTION OF ASSETS UPON DISSOLUTION.
ARTICLE 6 MEMBERSHIPS
SECTION 6.1 MEMBERS.
SECTION 6.2 NON-VOTING MEMBERS.
ARTICLE 7 DIRECTORS
SECTION 7.1 NUMBER OF DIRECTORS AND COMPOSITION OF BOARD.
SECTION 7.2 POWERS.
7.2.1 General Corporate Powers.
7.2.2 Specific Powers.
SECTION 7.3 TERMS; ELECTION OF SUCCESSORS.
SECTION 7.4 VACANCIES.
7.4.1 Events Causing Vacancy.
7.4.2 Removal.
7.4.3 Resignations.
7.4.4 Appointment to Fill Vacancies.
7.4.5 No Vacancy on Reduction of Number of Directors.
SECTION 7.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE.
SECTION 7.6 ANNUAL MEETING.
SECTION 7.7 OTHER REGULAR MEETINGS.
SECTION 7.8 SPECIAL MEETINGS.
7.8.1 Authority to Call.
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7.8.2 Notice.
SECTION 7.9 QUORUM.
SECTION 7.10 WAIVER OF NOTICE.
SECTION 7.11 ADJOURNMENT.
SECTION 7.12 NOTICE OF ADJOURNMENT.
SECTION 7.13 CONDUCT OF MEETINGS.
SECTION 7.14 ACTION WITHOUT MEETING.
SECTION 7.15 FEES AND COMPENSATION OF DIRECTORS.
SECTION 7.16 NONLIABILITY OF DIRECTORS.
ARTICLE 8 COMMITTEES
SECTION 8.1 COMMITTEES OF DIRECTORS.
SECTION 8.2 MEETINGS AND ACTION OF COMMITTEES.
SECTION 8.3 QUORUM RULES FOR COMMITTEES.
SECTION 8.4 REVOCATION OF DELEGATED AUTHORITY.
ARTICLE 9 OFFICERS
SECTION 9.1 OFFICERS.
SECTION 9.2 ELECTION OF OFFICERS.
SECTION 9.3 SUBORDINATE OFFICERS.
SECTION 9.4 REMOVAL OF OFFICERS.
SECTION 9.5 RESIGNATION OF OFFICERS.
SECTION 9.6 VACANCIES IN OFFICES.
SECTION 9.7 RESPONSIBILITIES OF OFFICERS.
9.7.1 Chairperson of the Board.
9.7.2 President.
9.7.3 Vice Presidents.
9.7.4 Secretary.
9.7.5 Chief Financial Officer.
SECTION 9.8 COMPENSATION OF OFFICERS.
ARTICLE 10 TRANSACTIONS BETWEEN CORPORATION AND DIRECTORS OR
OFFICERS
SECTION 10.1 CONTRACTS WITH DIRECTORS AND OFFICERS.
10.1.1 Prohibited Transactions
10.1.2 Material Financial Interest
SECTION 10.2 LOANS TO DIRECTORS AND OFFICERS.
SECTION 10.3 INTERLOCKING DIRECTORATES.
SECTION 10.4 DUTY OF LOYALTY; CONSTRUCTION WITH ARTICLE 11.
ARTICLE 11 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS
SECTION 11.1 DEFINITIONS.
11.1.1 “Agent”
11.1.2 “Proceeding”
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11.1.3 “Expenses”
SECTION 11.2 SUCCESSFUL DEFENSE BY AGENT.
SECTION 11.3 ACTIONS BROUGHT BY PERSONS OTHER THAN THE CORPORATION.
SECTION 11.4 ACTION BROUGHT BY OR ON BEHALF OF THE CORPORATION.
11.4.1 Claims Settled Out of Court.
11.4.2 Claims and Suits Awarded Against Agent.
SECTION 11.5 DETERMINATION OF AGENT’S GOOD FAITH CONDUCT.
11.5.1 Required Standard of Conduct.
11.5.2 Manner of Determination of Good Faith Conduct.
SECTION 11.6 LIMITATIONS.
SECTION 11.7 ADVANCE OF EXPENSES.
SECTION 11.8 CONTRACTUAL RIGHTS OF NONDIRECTORS AND NONOFFICERS.
SECTION 11.9 INSURANCE.
ARTICLE 12 CORPORATE RECORDS, REPORTS AND SEAL
SECTION 12.1 MINUTE BOOK – MAINTENANCE AND INSPECTION.
SECTION 12.2 BOOKS AND RECORDS OF ACCOUNT – MAINTENANCE AND INSPECTION.
SECTION 12.3 ARTICLES OF INCORPORATION AND BYLAWS – MAINTENANCE AND
INSPECTION.
SECTION 12.4 ANNUAL REPORT; STATEMENT OF CERTAIN TRANSACTIONS.
SECTION 12.5 DIRECTORS’ RIGHTS OF INSPECTION.
SECTION 12.6 CORPORATE SEAL.
ARTICLE 13 EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 13.1 EXECUTION OF INSTRUMENTS.
SECTION 13.2 CHECKS AND NOTES.
SECTION 13.3 DEPOSITS.
SECTION 13.4 GIFTS.
ARTICLE 14 CONSTRUCTION AND DEFINITIONS
ARTICLE 15 AMENDMENTS
SECTION 15.1 AMENDMENT BY DIRECTORS.
CERTIFICATE
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ARTICLE 1 NAME
Section 1.1 Corporate Name.
The name of this corporation is Los Gatos-Monte Sereno Safe Routes to School
(the “Corporation”).
ARTICLE 2 OFFICES
Section 2.1 Principal Office and Change of Address.
The principal executive office and the principal office for the transaction of the
business and activities of the Corporation (“Principal Office”) are located at
17010 Roberts Rd., Los Gatos, CA 95032. The Board of Directors (the “Board”)
may change the Principal Office from one location to another within California.
Any change of the location of the Principal Office shall be noted by the Secretary on
these Bylaws opposite this Section, or this Section may be amended to state the new
location.
Section 2.2 Other Offices.
The Board of Directors may at any time establish branch or subordinate offices at
any place or places where the Corporation is qualified to transact business and
conduct its activities as its activities may require and as the Board may from time to
time designate.
ARTICLE 3 OBJECTIVES AND PURPOSES
Section 3.1 General Purpose.
This Corporation is a nonprofit public benefit corporation and is not organized for the
private gain of any person. It is organized under the Nonprofit Public Benefit
Corporation Law of the State of California for charitable purposes. The charitable
purposes of this Corporation shall include charitable purposes within the meaning of
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) or the
corresponding provision of any future United States Internal Revenue law.
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
Code.
Section 3.2 Specific Purpose.
The specific purpose of this Corporation will be to increase acceptance and use of
active (human-powered) transportation by members of the Los Gatos and Monte
Sereno and neighboring communities, especially students and families of
students, through various methods, including, but not limited to:
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creating, promoting, supporting or otherwise engaging in engineering,
encouragement, education, enforcement and evaluation programs and
projects that support this purpose;
coordinating with other groups or entities that align with this purpose in
whole or part;
raising funds to support this purpose.
ARTICLE 4 NONPARTISAN ACTIVITIES
Section 4.1 Legislative Activities.
This Corporation has been formed under the California Nonprofit Public Benefit
Corporation Law for the charitable 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 (including the publishing or distribution of
statements) on behalf of any candidate for public office.
Section 4.2 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 4.1.
ARTICLE 5 DEDICATION OF ASSETS
Section 5.1 Property Use.
The property and assets of this Corporation are irrevocably dedicated to the
charitable set forth in Article 3, above. No part of the net earnings, properties, or
assets of this Corporation shall ever inure to the benefit of any Director or officer
thereof or to the benefit of any private person or individual.
Section 5.2 Distribution of Assets Upon Dissolution.
Upon the dissolution or winding up of this Corporation, its assets remaining after
payment, or provision for payment, of all debts and liabilities of this 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, or the
corresponding provisions of any future United States Internal Revenue Law and
under §23701(d) of the California Revenue and Taxation Code, as amended.
Section 5.3 Amendment of This Article.
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This Article may not be amended without the approval of two-thirds (2/3) of the
Directors of this Corporation.
ARTICLE 6 MEMBERSHIPS
Section 6.1 Members.
This Corporation shall have no members.
Section 6.2 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 7 DIRECTORS
Section 7.1 Number of Directors and Composition of Board.
The Board of Directors shall consist of not less than five (5) positions nor more
than seven (7) positions, the exact number of Directors to be fixed, within the
limits specified in this Section 7.1, by resolution of the Board, and as required by
the provisions of the California Nonprofit Public Benefit Corporation Law.
7.1.1 Definition
The term “Director” shall mean any director (designated or non-designated)
unless specified otherwise.
Section 7.2 Designated Directors.
Each of the following organizations shall have the right to designate one (1)
director to serve on the Board (“Designated Director”):
● Los Gatos Union School District
● Los Gatos-Saratoga Union High School District
● Town of Los Gatos
● Hillbrook School
The power to designate a Director shall cease upon the dissolution of the
organization or merger with and into another organization. Should the designator
fail or refuse to appoint a successor Designated Director upon the expiration of
the term of a Designated Director, the vacancy shall be filled pursuant to the
terms of Section 7.6.4 below for non-Designated Directors.
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Section 7.3 Powers.
7.3.1 General Corporate Powers.
Subject to the provisions and limitations of the California Nonprofit Public
Benefit Corporation Law and any other applicable laws, the Articles of
Incorporation and these Bylaws, the business and affairs of the Corporation shall
be controlled by, and all corporate powers shall be exercised, by or under the
direction or authority of the Board of Directors. The Board may delegate the
management of the activities of the Corporation to any person or persons,
management company or committee however composed, provided that the
activities and affairs of the Corporation be managed and all corporate powers
shall be exercised under the ultimate direction of the Board.
7.3.2 Specific Powers.
Without prejudice to the general corporate powers described in Section 7.3.1, and
subject to the same limitations, the Board shall have the following powers.
7.2.2.1 Officers, Agents and Employees
At its pleasure, 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 with these Bylaws; fix
their compensation; and require from them security for faithful
performance of their duties.
7.2.2.2 Principal Office
Change the Principal Office or the principal business office in the State of
California from one location to another; cause the Corporation to be
qualified to conduct activities in any other state and conduct activities
within or outside the State of California; and designate any place within
the State of California for the holding of meetings of the Board, including
annual meetings.
7.2.2.3 Corporate Seal
Adopt, make and use a corporate seal; and alter the form of the seal. Such
seal shall be kept at the Principal Office of the corporation.
7.2.2.4 Borrow Money
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.
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7.3.2.5 Activities
Conduct, manage, and control the affairs and business of the Corporation,
and make rules and regulations not inconsistent with the law, the Articles
of Incorporation, or the Bylaws.
7.3.2.6 Contracts
Negotiate and approve contracts in the name of the Corporation.
7.3.2.7 Actions
Bring or defend any action at law or in equity on behalf of the Corporation
Section 7.4 Terms
Terms for the initial Board members shall be staggered. Prior to the first annual
meeting the Board members shall divide themselves into three approximately
equal groups and assign to one group a term of service until the 2018 Annual
meeting, one group until the 2019 Annual Meeting, and one group until the 2020
Annual Meeting. Thereafter each Board member shall serve until the conclusion
of the third annual meeting held after he or she assumes office. Directors shall be
eligible for re-election without limitation on the number of terms they may serve.
Section 7.5 Election of Successors.
At an annual meeting, each vacant seat on the incoming Board other than that of a
Designated Director shall be filled by a separate vote of the current Directors; a
majority vote of a quorum of Directors shall be sufficient to fill each seat.
Designated Directors shall be appointed by the respective organizations in Section
7.2, and such organizations shall notify the Chair of the Board or Secretary of the
Corporation of the designation at or prior to the annual meeting. Each new
Director shall take office at the conclusion of the annual meeting at which he or
she is elected. In any event, a Director shall serve until a successor has been
elected.
Section 7.6 Vacancies.
7.4.1 Events Causing Vacancy.
A vacancy or vacancies on the Board of Directors shall be deemed to exist on the
occurrence of the following: (i) the death, resignation, or removal of any
Director; (ii) the declaration by resolution of the Board of Directors of a vacancy
in the office of a Director who has been declared of unsound mind by an order of
court or convicted of a felony or has been found by final order or judgment of any
court to have breached a duty under the California Nonprofit Public Benefit
Corporation Law, Chapter 2, Article 3; or (iii) whenever the number of authorized
Directors is increased.
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7.4.2 Removal.
Directors, other than Designated Directors, may be removed without cause by a
simple majority of Directors then in office at a special meeting called for that
purpose or at a regular meeting; provided that notice of the meeting is given and
the notice states that the issue of removal will be on the agenda. A Designated
Director may be removed without cause by the designator and may not be
removed without the written consent of the designator. Notwithstanding the
foregoing, any Director who misses two consecutive regular meetings of the
Board may be removed by the Board by resolution by a majority of the Directors.
7.4.3 Resignations.
Except as provide in this paragraph, any Director may resign, which resignation
shall be effective on giving written notice to the Chairperson of the Board, the
President, the Secretary, or the Board of Directors, unless the notice specifies a
later time for the resignation to become effective. No Director may resign if the
Corporation would then be left without a duly elected Director or Directors in
charge of its affairs, except upon notice to the California Attorney General.
7.4.4 Appointment to Fill Vacancies.
If a vacancy is created by any event, a new Director may be appointed by (i) a
majority of the remaining Directors then in office, at a duly called meeting, or (ii)
by unanimous written consent pursuant to Section 7.15, or (iii) in the case of a
Designated Director, by the designator. Such new Director shall hold office until
the expiration of the term for which the Director he or she is replacing was
elected, and until the election and qualification of a successor, or until such new
Director’s earlier resignation or removal in accordance with these Bylaws.
7.4.5 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.
Section 7.7 Place of Meetings; Meetings by Telephone.
Meetings of the Board of Directors may be held at any place within or outside of
the State of California that has been designated from time to time by resolution of
the Board or in the notice of the meeting. In the absence of such designation,
regular meetings shall be held at the Principal Office of the Corporation. Any
meeting may be held by conference telephone, video screen communication, or
similar communication equipment, so long as all Directors participating in the
meeting can hear one another, and all such Directors shall be deemed to be
present in person at such meeting.
Section 7.8 Annual Meeting.
Unless the Board of Directors specifies otherwise in a Notice to the Directors, the
annual meeting for the purpose of electing Directors and for such other business
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as may be required, shall be held in May of every year, commencing in 2017 at
the time and place fixed by Board resolution or by written consent of all the
Directors.
Section 7.9 Other Regular Meetings.
The Board of Directors shall meet four (4) times per year and may set a specified
time and place for its regular meetings by resolution. Once the Board of Directors
sets the time for regular meetings, each Director shall receive notice, as specified
in Section 7.10.2 of this Article 7, of the time and place that regular meetings
shall be held. Subsequent to such notice, regular meetings shall be held without
call. If the Board of Directors changes the time and place of regular meetings,
each Director shall receive notice of the change in keeping with Section 7.10.2 of
this Article 7. If the Board of Directors does not set a specified time and place for
its regular meetings, meetings of the Board of Directors shall be considered
Special Meetings and have the notice requirements of Section 7.10.2.
Section 7.10 Special Meetings.
7.8.1 Authority to Call.
Special meetings of the Board of Directors for any purpose may be called at any
time by the Chairperson of the Board, or the President, or any vice president, or
the Secretary, or any two Directors.
7.8.2 Notice.
7.8.2.1 Manner of Giving.
Notice of the time and place of special meetings shall be given to each
Director by one of the following methods: (a) by personal delivery of
written notice; (b) by first class mail, postage paid; (c) by telephone
including a voice messaging system or other system or technology
designed to record and communicate messages, facsimile, electronic mail,
or other electronic means. All such notices shall be given or sent to the
Director’s address or telephone number as shown on the records of the
Corporation. Any oral notice given personally or by telephone may be
communicated directly to the Director or to a person at the Director’s
office who would reasonably be expected to communicate such notice
promptly to the Director.
7.8.2.2 Time Requirements.
Notices sent by first class mail shall be deposited into a United States mail
box at least four days before the time set for the meeting. Notices given
by personal delivery, telephone, voice messaging system or other system
or technology designed to record and communicate messages, facsimile,
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electronic mail, or other electronic means shall be delivered, telephoned,
or sent at least 48 hours before the time set for the meeting
7.8.2.3 Notice Contents.
The notice shall state the time, purpose, and place for the meeting. It need
not, however, specify the place of the meeting if it is to be held at the
Principal Office of the Corporation.
Section 7.11 Quorum.
A majority of the authorized number of Directors shall constitute a quorum for the
transaction of business, except to adjourn as provided in Section 7.13 of this
Article 7. Every act taken or decision made by a majority of the Directors present
at a meeting duly held at which a quorum is present shall be regarded as the act of
the Board of Directors, subject to the provisions of the California Nonprofit
Public Benefit Corporation Law, including, without limitation, those provisions
relating to (i) approval of contracts or transactions in which a Director has a direct
or indirect material financial interest, (ii) approval of certain transactions between
corporations having common directorships, (iii) creation of, and appointment to,
committees of the Board, and (iv) indemnification of Directors. A meeting at
which a quorum is initially present may continue to transact business,
notwithstanding the withdrawal of Directors, if any action taken is approved by at
least a majority of the required quorum for that meeting.
Section 7.12 Waiver of Notice.
Notice of a meeting need not be given to any Director who either before or after
the meeting, signs a written waiver of notice, a written 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 corporate records or made a part of the minutes
of the meeting. Notice of a meeting need not be given to any Director who
attends the meeting and who before or at the beginning of the meeting does not
protest the lack of notice to him or her. Directors can protest the lack of notice
only by presenting a written protest to the Secretary of the Corporation either in
person, by first class mail addressed to the Secretary at the Principal Office of the
Corporation as contained on the Corporation’s records as of the date of the
protest, or by facsimile addressed to the facsimile number of the Corporation as
contained on the Corporation’s records as of the date of the protest, or by
electronic mail at the electronic mail address of the Secretary of the Corporation
as contained on the Corporation’s records as of the date of the protest.
Section 7.13 Adjournment.
A majority of the Directors present, whether or not constituting a quorum, may
adjourn any meeting to another time and place.
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Section 7.14 Notice of Adjournment.
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, in which case
notice of the 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.
Section 7.15 Conduct of Meetings.
Meetings of the Board of Directors shall be presided over by the Chairperson of
the Board, or, if no such person has been so designated or, in his or her absence,
the President of the Corporation or, in his or her absence, by a 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 Robert’s Rules of Order
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 7.16 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, individually or collectively,
consent in writing to the action. For the purposes of this Section only, “all
members of the Board” shall not include any “interested Director” as defined in
Section 5233 of the California Nonprofit Public Benefit Corporation Law. Such
action by unanimous written consent shall have the same force and effect as a
unanimous vote of the Board of Directors. Such written consent or consents shall
be filed with the minutes of the proceedings of the Board.
Section 7.17 Fees and Compensation of Directors.
Directors shall not receive any compensation for their services as Directors or
otherwise, but Directors may receive reimbursement of expenses, as may be
determined by resolution of the Board of Directors to be just and reasonable. The
foregoing shall not be construed to preclude any Director from serving the
Corporation in any other capacity.
Section 7.18 NonLiability of Directors.
The Directors shall not be personally liable for the debts, liabilities, or other
obligations of the Corporation.
ARTICLE 8 COMMITTEES
The Board of Directors may, by resolution adopted by a majority of the Directors
then in office, create, modify or eliminate one or more committees, including an
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executive committee, each consisting of two or more Directors and no one who is
not a Director, to serve at the discretion of the Board. Appointments to
committees of the Board shall be by majority vote of the Directors then in office.
The Board Chair shall appoint the Chairperson of each committee. Any
committee, to the extent provided in the resolution of the Board, shall have all the
authority of the Board, except that no committee, regardless of Board resolution,
may:
(a) Fill vacancies on the Board of Directors or in any committee which has the
authority of the Board;
(b) Fix compensation of the Directors for serving on the Board or on any
committee;
(c) Amend or repeal Bylaws or adopt new Bylaws;
(d) Amend or repeal any resolution of the Board of Directors which by its
express terms is not so amendable or repealable;
(e) Appoint any other committees of the Board of Directors or the members of
these committees;
(f) Approve any transaction between the Corporation and one or more of its
Directors in which one or more of its Directors have a material financial
interest except as special approval is provided for in §5233(d)(3) of the Cal.
Corp. Code; or
(g) Expend corporate funds to support a nominee for Director after more
persons have been nominated than can be elected.
Section 8.1 Meetings and Action of Committees.
Meetings and action of committees shall be governed by, and held and taken in
accordance with, the provisions of Article 7 of these Bylaws, concerning meetings
of Directors, with such changes in the context of those Bylaws as are necessary to
substitute the committee and its members for the Board of Directors and its
members, except that the time for regular meetings of committees may be
determined by resolution of the Board of Directors. Special meetings of
committees may also be called by resolution of the Board of Directors. Notice of
special meetings of committees shall also be given to any and all alternate
members, who shall have the right to attend all meetings of the committee.
Minutes shall be kept of each meeting of any committee and shall be filed with
the corporate records. The Committee shall report to the Board of Directors from
time to time as the Board may require. The Board of Directors may adopt rules
for the governance of any committee not inconsistent with the provisions by these
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Bylaws, or, in the absence of rules adopted b y the Board, the committee may
adopt such rules.
Section 8.2 Quorum Rules for Committees.
A majority of the authorized committee members shall constitute a quorum for the
transaction of committee business, except to adjourn. A majority of the
committee members present, whether or not constituting a quorum, may adjourn
any meeting to another time and place. Every act taken or decision made by a
majority of the committee members present at a meeting duly held at which a
quorum is present shall be regarded as an act of the committee, subject to the
provisions of the California Nonprofit Public Benefit Corporation law, including
without limitation those provisions relating to (i) creation of, or appointment to,
committees of the Board, and (ii) indemnification of Directors. A meeting at
which a quorum is initially present may continue to transact business,
notwithstanding the withdrawal of committee members, if any action taken is
approved by at least a majority of the required quorum for that meeting.
Section 8.3 Revocation of Delegated Authority.
The Board of Directors may, at any time, revoke or modify any or all of the
authority so delegated to a committee, increase or decrease but not below two (2)
the number of its members, and fill vacancies therein from the members of the
Board.
Section 8.4 Advisory Committees.
The Board may also create one or more advisory committees which include non-
directors as members. Such advisory committees are not Committees of the
Board and may not exercise any Board powers.
ARTICLE 9 OFFICERS
Section 9.1 Officers.
The Corporation shall have as officers a President, a Secretary, and a Chief
Financial Officer/Treasurer. The Corporation may also have, at the discretion of
the Board of Directors, one or more vice presidents, one or more assistant
secretaries, one or more assistant treasurers, and such other officers as may be
appointed in accordance with the provisions of Section 9.3 of this Article 9. Any
number of offices may be held by the same person, except that neither the
Secretary nor the Chief Financial Officer/Treasurer may serve concurrently as
either the President or the Chairperson of the Board.
Section 9.2 Election of Officers.
Any person may serve as an officer of the Corporation. The officers of the
Corporation, except those appointed in accordance with the provisions of
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Section 9.3 of this Article 9, shall be chosen by the Board of Directors for a term
of one (1) year or until their successor shall be elected, and each shall serve at the
discretion of the Board, subject to the rights, if any, of an officer under any
contract of employment.
Section 9.3 Subordinate Officers.
The Board of Directors may appoint, and may authorize the President or another
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 in the Bylaws or as determined from
time to time by the Board of Directors.
Section 9.4 Removal of Officers.
Subject to the rights, if any, of an officer under any contract of employment, any
officer may be removed, with or without cause, by the Board of Directors, except
in the case of any officer not chosen by the Board of Directors, by an officer on
whom such power of removal may be conferred by the Board of Directors.
Section 9.5 Resignation of Officers.
Any officer may resign at any time by giving written notice to the Board. Any
resignation shall take effect at the date of the 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 officer is a party.
Section 9.6 Vacancies in Offices.
A vacancy in any office because of death, resignation, removal, disqualification,
or any other cause shall be filled by the Board of Directors for the unexpired term
of the vacant office..
Section 9.7 Responsibilities of Officers.
9.7.1 President.
The President shall, subject to the control of the Board of Directors, supervise,
direct, and control the business affairs of the Corporation and the activities of the
officers of the Corporation. The President may delegate his or her responsibilities
and powers subject to the control of the Board of Directors. If there is no Chair of
the Board, the President shall preside, at all meetings of the Board of Directors.
He or she shall have such other powers and duties as may be prescribed by the
Board of Directors or the Bylaws.
9.7.2 Secretary.
The Secretary shall attend to the following:
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9.7.2.1 Articles and Bylaws.
The Secretary shall certify and keep at the Principal Office of the
Corporation the original, or a copy of the Bylaws, and all amendments
thereto, and shall keep the original or a copy of the Articles of
Incorporation, and all amendments thereto.
9.7.2.2 Book of Minutes.
The Secretary shall keep or cause to be kept, at the Principal Office , a
book of minutes of all meetings, proceedings, and actions of Directors and
Board committees, recording the time and place of holding such meeting,
whether regular or special, and, if special, how authorized; the notice
given; the names of those present at such meetings; the number of
Directors present or represented at Directors’ meetings; and the
proceedings of such meetings. The book of minutes shall also contain any
protests concerning lack of adequate notice or dissents from members of
the Board, if the protesting or dissenting members request such protest in
writing.
9.7.2.3 Notices, Seal and Other Duties.
The Secretary shall give, or cause to be given, notice of all meetings of the
Board of Directors in accordance with these Bylaws. He or she shall keep
the seal of the Corporation in safe custody, and shall have such other
powers and perform such other duties incident to the office of Secretary as
may be prescribed by the Board of Directors or these Bylaws.
9.7.2.4 Exemption Application and IRS Determination Letter
The Secretary shall keep or cause to be kept, at the Principal Office copies
of the Corporation’s federal and California Tax Exemption Applications
and copies of the IRS Determination Letter recognizing its exempt status
and the FTB letter recognizing its exempt status.
9.7.2.5 Corporate Records.
Upon request, the Secretary shall exhibit at all reasonable times to any
Director of the Corporation, or to his or her agent or attorney, the Articles,
Bylaws and book of minutes.
9.7.3 Chief Financial Officer/Treasurer.
The Chief Financial Officer/Treasurer shall attend to the following:
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9.7.3.1 Books of Account.
The Chief Financial Officer shall keep and maintain, or cause to be kept
and maintained, adequate and correct books and records of accounts of the
properties and transactions of the Corporation, including accounts of its
assets, liabilities, receipts, disbursements, gains, losses, capital, retained
earnings, and other matters customarily included in financial statements.
The books of account shall be open to inspection by any Director at all
reasonable times.
9.7.3.2 Financial Reports.
The Chief Financial Officer shall prepare, or cause to be prepared, and
certify, or cause to be certified, the financial statements to be included in
any required reports. The Chief Financial Officer/Treasurer shall send or cause
to be given to the Directors such financial statements and reports as are required
to be given by law, by these Bylaws, or by the Board. The Chief Financial
Officer/Treasurer shall cause annual information returns to be filed with the
Internal Revenue Service and the Franchise Tax Board.
9.7.3.3 Deposit and Disbursement of Money and Valuables.
The Chief Financial Officer shall deposit, or cause to be deposited, all
money and other valuables in the name and to the credit of the
Corporation with such depositories as may be designated by the Board of
Directors; shall disburse, or cause to be disbursed, the funds of the
Corporation as may be ordered by the Board of Directors; shall render, or
cause to be rendered to the President and Directors, whenever they request
it, an account of all of his or her transactions as Chief Financial officer and
of the financial condition of the Corporation; and shall have other powers
and perform such other duties incident to the office of Chief Financial
Officer as may be prescribed by the Board of Directors or the Bylaws.
9.7.3.4 Bond.
If required by the Board of Directors, the Chief Financial Officer shall
give the Corporation a bond in the amount and with the surety or sureties
specified by the Board for faithful performance of the duties of his office
and for restoration to the Corporation of all its books, papers, vouchers,
money, and other property of every kind in his possession or under his
control on his death, resignation, retirement, or removal from office.
9.7.3.5 Title as Treasurer.
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Unless the Board has elected a separate Treasurer, the Chief Financial
Officer will be deemed to be the Treasurer for purposes of giving any
reports or executing any certificates or other documents.
Section 9.8 Compensation of Officers.
The salaries of officers, if any, shall be fixed from time t o time by resolution of
the Board. In all cases, any salaries received by officers of the Corporation shall
be reasonable and given in return for services actually rendered for the
Corporation which relate to the performance of the public benefit purposes of the
Corporation.
ARTICLE 10 TRANSACTIONS BETWEEN CORPORATION AND DIRECTORS OR
OFFICERS
Section 10.1 Contracts with Directors and Officers.
10.1.1 Prohibited Transactions
The Corporation shall not be a party to any contract or transaction:
(a) In which one or more of its Directors or officers has a material financial
interest, or;
(b) With any corporation, firm, association, or other entity in which one or more
Directors or officers has a material financial interest, or;
(c) With any corporation, firm, association, or other entity (other than a
California nonprofit public benefit corporation) in which one or more of its
Directors is a member; unless:
(1) The material facts concerning the contract or transaction and such
Director’s or officer’s financial interest or common Directorship are
fully disclosed in good faith and are noted in the minutes or are known
to all members of the Board prior to the Board’s consideration of such
contract or transaction;
(2) Prior to authorizing or approving the contract or transaction, the Board
considers and in good faith determines after reasonable investigation
that the Corporation could not obtain a more advantages arrangement
with reasonable effort under the circumstances or that the contract or
transaction implements a charitable program of the Corporation;
(3) The Corporation enters into the contract or transaction for its own
benefit;
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(4) The contract or transaction is fair and reasonable to this Corporation at
the time the contract or transaction is entered into, and;
(5) Such contract or transaction is authorized or approved in good faith by
a majority of disinterested Directors at the meeting with any interested
Directors abstaining from voting, provided that majority has decision
making authority under the quorum provisions of Section 7.11 of
Article 7.
This Section does not apply to a transaction that is part of an educational or
charitable program of this Corporation if it:
(a) is authorized by the Board of Directors in good faith without
unjustified favoritism; and
(b) results in a benefit to one or more Directors or their families because
they are in the class of persons intended to be benefited by the educational or
charitable program of this Corporation.
Section 10.2 Loans to Directors and Officers.
The Corporation shall not make any loan of money or property to or guarantee the
obligation of any Director or officer, unless approved by the Attorney General of
the State of California; provided, however, the Corporation may advance money
to a Director or officer of the Corporation for expenses reasonably anticipated to
be incurred in the performance of duties of such Director or officer, provided that
in the absence of such advance, such Director or officer would be entitled to be
reimbursed for such expenses by the Corporation.
Section 10.3 Interlocking Directorates.
No contract or other transaction between the Corporation and any California
Nonprofit Public Benefit Corporation of which one or more Directors are
Directors is either void or voidable because such Director(s) are present at a
meeting of the Board of Directors that authorizes, approves, or ratifies the
contract or transaction, if the material facts as to the transaction and as to such
Director’s other Directorship are fully disclosed to the Board, and the Board
authorizes, approves, or ratifies the contract or transaction in good faith by a vote
of disinterested Directors at the meeting (subject to the quorum provisions of
Article 7), or if the contract or transaction is just and reasonable as to the
Corporation at the time it is authorized, approved, or ratified.
Section 10.4 Duty of Loyalty; Construction with Article 11.
Nothing in this Article shall be construed to derogate in any way from the
absolute duty of loyalty that every Director and officer owes to the Corporation.
Furthermore, nothing in this Article shall be construed to override or amend the
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provisions of Article 11. All conflicts between the two articles shall be resolved
in favor of Article 11.
ARTICLE 11 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS
Section 11.1 Definitions.
For purpose of this Article,
11.1.1 “Agent”
means any person who is or was a Director, officer, employee, or other agent of
this Corporation, or is or was serving at the request of this Corporation as a
Director, officer, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, or other enterprise, or was a Director, officer,
employee, or agent of a foreign or domestic corporation that was a predecessor
corporation of this Corporation or of another enterprise at the request of the
predecessor corporation;
11.1.2 “Proceeding”
means any threatened, pending, or completed action or proceeding, whether civil,
criminal, administrative, or investigative; and
11.1.3 “Expenses”
includes, without limitation, all attorneys’ fees, costs, and any other expenses
reasonably incurred in the defense of any claims or proceedings against an Agent
by reason of his position or relationship as Agent and all attorneys’ fees, costs,
and other expenses reasonably incurred in establishing a right to indemnification
under this Article 11.
Section 11.2 Successful Defense by Agent.
To the extent that an Agent of this Corporation has been successful on the merits
in the defense of any proceeding referred to in this Article 11, or in the defense of
any claim, issue, or matter therein, the Agent shall be indemnified against
expenses actually and reasonably incurred by the Agent in connection with the
claim. If an Agent either settles any such claim or sustains a judgment rendered
against him, then the provisions of Sections 11.3 through Section 11.5 shall
determine whether the Agent is entitled to indemnification.
Section 11.3 Actions Brought by Persons Other than the Corporation.
Subject to the required findings to be made pursuant to Section 11.5, below, this
Corporation shall indemnify any person who was or 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 this Corporation, for all expenses, judgments, fines, settlements, and
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other amounts actually and reasonably incurred in connection with the
proceeding. Notwithstanding the foregoing, no indemnification shall be permitted
under this Section 11.3 for any action brought by, or on behalf of this
Corporation, or by an officer, Director or person granted relator status by the
Attorney General, or by the Attorney General on the ground that the defendant
Director was or is engaging in self-dealing within the meaning of Section 5233 of
the California Nonprofit Corporation Law, or by the Attorney General or person
granted relator status by the Attorney General for any breach of duty relating to
assets held in charitable trust.
Section 11.4 Action Brought by or on Behalf of the Corporation.
11.4.1 Claims Settled Out of Court.
If any Agent settles or otherwise disposes of a threatened or pending action
brought by or on behalf of this Corporation, with or without court approval, the
Agent shall receive no indemnification for either amounts paid pursuant to the
terms of the settlement or other disposition or for any expenses reasonably
incurred in defending against the proceeding, unless it is settled with the approval
of the Attorney General.
11.4.2 Claims and Suits Awarded Against Agent.
This Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action
brought by or on behalf of this Corporation by reason of the fact that the person is
or was an Agent of this Corporation, for all expenses actually and reasonably
incurred in connection with the defense of that action, provided that both of the
following are met:
(a) The determination of good faith conduct required by Section 11.5 of this
Article 11, must be made in the manner provided for in that Section; and
(b) Upon application, the court in which the action was brought must determine
that, in view of all of the circumstances of the case, the Agent should be
entitled to indemnity for the expenses incurred. If the Agent is found to be
so entitled, the court shall determine the appropriate amount of expenses to
be reimbursed.
Section 11.5 Determination of Agent’s Good Faith Conduct.
The indemnification granted to an Agent in Section 11.3 and Section 11.4 above
is conditioned on the following:
11.5.1 Required Standard of Conduct.
The Agent seeking reimbursement must be found, in the manner provided below,
to have acted in good faith, in a manner he or she believed to be in the best
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interest of this Corporation, and with such care, including reasonable inquiry, as
an ordinarily prudent person in a like position would use in similar circumstances.
The termination of any proceeding by judgment, order, settlement, conviction, or
on a plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith or in a manner he or she
reasonably believed to be in the best interest of this Corporation or that he or she
had reasonable cause to believe that his conduct was unlawful. In the case of a
criminal proceeding, the person must have had no reasonable cause to believe that
his conduct was unlawful.
11.5.2 Manner of Determination of Good Faith Conduct.
The determination that the Agent did act in a manner complying with
Section 11.5.1 above shall be made by:
(a) The Board of Directors by a majority vote of a quorum consisting of
Directors who are not parties to the proceeding; or
(b) The court in which the proceeding is or was pending. Such determination
may be made on application brought by this Corporation or the Agent or the
attorney or other person rendering a defense to the Agent, whether or not the
application by the Agent, attorney, or other person is opposed by this
Corporation.
Section 11.6 Limitations.
No indemnification or advance shall be made under this Article 11, except as
provided in Sections 11.2 or 11.4.2, in any circumstances when it appears:
(a) That the indemnification or advance would be inconsistent with a provision
of the Articles of Incorporation, as amended, or an agreement in effect at the
time of the accrual of the alleged cause of action asserted in the proceeding
in which the expenses were incurred or other amounts were paid, which
prohibits or otherwise limits indemnification; or
(b) That the indemnification would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
Section 11.7 Advance of Expenses.
Expenses incurred in defending any proceeding may be advanced by this
Corporation before the final disposition of the proceeding on receipt of an
undertaking by or on behalf of the Agent to repay the amount of the advance
unless it is determined ultimately that the Agent is entitled to be indemnified as
authorized in this Article 11.
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Section 11.8 Contractual Rights of NonDirectors and Nonofficers.
Nothing contained in this Article 11 shall affect any right to indemnification to
which persons other than Directors and officers of this Corporation, or any
subsidiary hereof, may be entitled by contract or otherwise.
Section 11.9 Insurance.
The Board of Directors may adopt a resolution authorizing the purchase and
maintenance of insurance on behalf of any Agent of the Corporation, as defined in
this Article 11, against any liability asserted against or incurred by any Agent in
such capacity or arising out of the Agent’s status as such, whether or not this
Corporation would have the power to indemnify the Agent against the liability
under the provisions of this Article 11.
ARTICLE 12 CORPORATE RECORDS, REPORTS AND SEAL
Section 12.1 Minute Book – Maintenance and Inspection.
The Corporation shall keep a minute book in written form at its Principal Office
which shall contain a record of all meetings and actions by the Board or any
committee including the time, date and place of each meeting; whether a meeting
is regular or special and, if special, how called; the manner of giving notice of
each meeting and a copy thereof; the names of those present at each meeting of
the Board or the committee thereof; the minutes of all meetings; any written
waivers of notice, consents to the holding of a meeting or approvals of the
minutes thereof; all written consents for action without a meeting; all protests
concerning lack of notice; and formal dissents from Board actions.
Section 12.2 Books and Records of Account – Maintenance and Inspection.
The Corporation shall keep adequate and correct books and records of account to
be kept at its Principal Office. “Correct books and records” includes, but is not
necessarily limited to: accounts of its business, properties, transactions, assets,
liabilities, receipts, disbursements, gains, and losses.
Section 12.3 Articles of Incorporation and Bylaws – Maintenance and Inspection.
The Corporation shall keep at its principal office, the original or a copy of its
Articles of Incorporation and Bylaws and all amendments thereto, its Exemption
Application and IRS and FTB Determination Letters, and a record of each
Director’s name and address.
Section 12.4 Annual Report; Statement of Certain Transactions.
The Board shall cause an annual report to be sent to each Director within one
hundred and twenty (120) days after the close of the Corporation’s fiscal year
containing the following information in appropriate detail:
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(a) The assets and liabilities, including trust funds, of the Corporation as of the
end of the fiscal year;
(b) The principal changes in assets and liabilities, including trust funds, during
the fiscal year;
(c) The revenue or receipts of the Corporation, both unrestricted and restricted
to particular purposes, for the fiscal year;
(d) The expenses or disbursements of the Corporation for both general and
restricted purposes during the fiscal year;
(e) A statement of any transaction (1) to which the Corporation, its parent, or its
subsidiary was a party, (2) which involved more than $50,000 or which was
one of a number of such transactions with the same person involving, in the
aggregate, more than $50,000, and (3) in which either of the following
interested persons had a direct or indirect material financial interest (a mere
common Directorship is not a financial interest):
(1) Any Directors or officer of the Corporation, its parent, or its
subsidiary;
(2) Any holder of more than 10 percent of the voting power of the
Corporation, its parent, or its subsidiary.
(f) The statement shall include: (i) a brief description of the transaction; (ii) the
names of interested persons involved; (iii) their relationship to the
Corporation; (iv) the nature of their interest in the transaction, and; (v) when
practicable, the amount of that interest, provided that, in the case of a
partnership in which such person is a partner, only the interest of the
partnership need be stated.
(g) A brief description of the amounts and circumstances of any loans,
guaranties, indemnifications, or advances aggregating more than $10,000
paid during the fiscal year to any officer or Director of the Corporation
under Article 11 of these Bylaws.
The annual report shall be accompanied by any report on it 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.
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Section 12.5 Directors’ Rights of Inspection.
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.
Section 12.6 Corporate Seal.
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such
seal shall be kept at the principal office of the corporation. Failure to affix the
seal to corporate instruments, however, shall not affect the validity of any such
instrument.
ARTICLE 13 EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
Section 13.1 Execution of Instruments.
The Board of Directors, 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, agent, or employee 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 13.2 Checks and Notes.
Except as otherwise specifically determined by resolution of the Board of
Directors, 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 Chief Financial Officer/Treasurer and
countersigned by the President of the Corporation. The Board may provide, by
resolution, a) for an amount below which all such checks, drafts, notes and orders may be
signed by the Chief Financial Officer/Treasurer or President alone and b) for other rules
regarding such payments as it sees fit.
Section 13.3 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
of Directors may select.
Section 13.4 Gifts.
The Board of Directors may accept on behalf of the Corporation any contribution,
gift, bequest, or devise for the charitable purposes of this Corporation.
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ARTICLE 14 CONSTRUCTION AND DEFINITIONS
Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the California Nonprofit Public Benefit
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 number includes the plural, the plural number
includes the singular, and the term “person” includes both a legal entity and a
natural person.
ARTICLE 15 AMENDMENTS
Section 15.1 Effective Date of Bylaws.
These Bylaws shall become effective immediately on their adoption.
Amendments to these Bylaws shall become effective immediately upon their
adoption unless the Board of Directors, in adopting them as hereinafter provided,
provides they are to become effective at a later date.
Section 15.2 Amendment by Directors.
Except as otherwise provided herein or by law, the Board may, after lawful notice
to all Directors then in office, adopt, amend or repeal these Bylaws upon the
approval of two-thirds (2/3) of the Directors, provided a quorum is present and
subject to the following limitations:
(a) The Board of Directors may not amend Bylaw provisions fixing the
authorized number of Directors or establishing procedures for the
nomination or appointment of Directors other than by unanimous vote of all
Directors.
(b) This Section may be amended only by the unanimous vote of all Directors.
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CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Secretary of Los Gatos - Monte Sereno
Safe Routes to School, a California nonprofit public benefit corporation; that these Bylaws,
consisting of ___ pages, are the Bylaws of this Corporation as adopted by the Board of
Directors on ______________; and that these Bylaws have not been amended or modified
since that date.
Executed on ______________ at ______________, California.
_______________________________
Name
Secretary