ARTICLES OF INCORPORATION
Greater Laguna Coast Fire Safe Council
The name of this corporation is Greater Laguna Coast Fire Safe Council.
A. 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 for public or charitable purposes.
B. The specific purpose of this corporation, through the utilization of the combined expertise, resources and distribution capabilities of its volunteer members, is to analyze, plan, coordinate and manage available resources to reduce fire hazards and improve public safety through a deliberate combination of education, promulgation of information and community projects within the local region.
The name and address in the State of California of this corporation’s initial agent for service of process is:
Name: David A. Horne
Address: 565 Emerald Bay
City: Laguna Beach
A. This corporation is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue law.
B. No Substantial part of the activities of this corporation will consist of carrying on propaganda or otherwise attempting to influence legislation, except as provided in Section (h) of the Internal Revenue Code, and the corporation will not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.
A. The property of this corporation is irrevocably dedicated to charitable and educational 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 this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable, educational or other exempt purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue law.
Section 1.1 NAME
This Corporation will be known as Greater Laguna Coast Fire Safe Council.
Section 1.2 PRINCIPAL OFFICE
The principal office of the Corporation will be located in Orange County, California. The initial mailing address of the office of the Corporation will be as follows:
Greater Laguna Coast Fire Safe Council
P.O. Box 814
Laguna Beach, CA. 92652
Records shall be kept at:
565 Emerald Bay, Laguna Beach, CA 92651
Section 1.3 CHANGE OF ADDRESS
The county of the Corporation's principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within Orange County.
PURPOSES, NONPROFIT STATUS, and ORGANIZATION
Section 2.1 OBJECTIVE AND PURPOSE
The specific purpose of this Corporation, through the utilization of the combined expertise, resources and distribution capabilities of its volunteer participants, is to analyze, plan, coordinate and manage available resources to reduce fire hazards and improve public safety through a deliberate combination of education, promulgation of information and community projects within the local region.
Section 2.2 ORGANIZATION
This Corporation is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue law and sections 214 and 23701(d) of the California Revenue and Taxation Code.
Section 2.3 NONPROFIT STATUS
The Corporation is not organized, nor shall it be operated, for pecuniary gain or profit, and it shall not distribute gains, profits or dividends of kind to its officers or other persons. No Substantial part of the activities of this Corporation will consist of carrying on propaganda or otherwise attempting to influence legislation, except as provided in Section (h) of the Internal Revenue Code, and the corporation will not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.
Section 2.4 DEDICATION
The property of this Corporation is irrevocably dedicated to charitable and educational 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 this Corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable, educational or other exempt purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue law and sections 214 and 23701(d) of the California Revenue and Taxation Code or to the United States of America, the State of California, or any political subdivision of either thereof, to be selected and designated by the Board of Directors.
Section 2.5 ELECTION
The Corporation elects to be governed by the provisions of the Nonprofit Public Benefit Corporation Law of the State of California, including those provisions of the said law which otherwise would not be applicable to its operations.
Section 2.6 DIRECTORS POSSESS SOLE VOTING RIGHTS
This Corporation is a nonmember corporation in which the Directors are invested with the lawful voting rights set forth in Corporations Code section 5056(a) (voting rights of members). Accordingly, the Board of Directors shall solely be empowered to vote for the election of successor Directors.
Section 3.1 NUMBER
The Corporation will not have fewer than five (5) nor more than eleven (11) directors ("Directors") and collectively they will be known as the Board of Directors. The minimum and maximum numbers specified in this Section 3.1 may be changed by amendment of this Section 3.1. The initial number of Directors will be seven (7).
Section 3.2 POWERS
(a) General Corporate Powers. Subject to the provisions of the California Nonprofit Public Benefit Corporation law, the business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.
(b) Specific Powers. Without prejudice to these general powers, and subject to the same limitations, the Directors shall have the power to:
(1) Select and remove all officers, agents, and employees of the Corporation; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation, and these Bylaws; and fix their compensation.
(2) Cause the Corporation to be qualified to do business in any other state, territory, dependency, or country and conduct business within or outside the State of California; and designate any place within or outside the State of California for the holding of any Director’s meeting or meetings, including annual meetings.
(3) Adopt, make and use a corporate logo and alter the logo if it sees necessary.
Section 3.3 ELECTIONS, TERMS OF OFFICE
(a) Election. Except for the first Board of Directors, which will be elected by the incorporators, Directors will be elected annually by the Directors at any regular or special Board of Directors meeting held for that purpose.
(b) Term. Each Director will hold office for three (3) years until the annual meeting for election of the Board of Directors as specified in these Bylaws, and until his or her successor is elected and qualifies or the Board of Directors declares that a Director's position is vacant by reason of the death, resignation or removal of the Director.
(c) Staggered Terms of Directors. The incorporator may fix variable terms for Directors to ensure that only a fraction of the Board is elected in any given year. For example, the incorporator may provide for initial terms of one (1), two (2), or three (3) years for each one-third (1/3) of the members of the initial Board of Directors. Upon expiration of their initial terms, Directors would then hold office for terms of three (3) years, thereby ensuring the election of one-third (1/3) of the Directors each year.
Section 3.4 COMPENSATION
Directors will serve without compensation. However, they will be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3.2.
Section 3.5 RESTRICTION REGARDING INTERESTED DIRECTORS
Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons, for purposes of this Section.
"interested persons" means either:
(a) Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full or part-time officer or other employee, independent contractor, or otherwise; or
(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 any such person specified in subsection (a) of Section 3.5.
Section 3.6 VACANCIES
Vacancies on the Board of Directors will exist (1) on the death, resignation or removal of any Director, and (2) whenever the number of authorized Directors is increased.
The Board of Directors may declare vacant the office of a Director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law.
Directors may be removed without cause by a majority of the Directors then in office. Such removal vote shall be determined by a written ballot, certified by an elections committee made up of at least three (3) other Directors.
Any Director may resign effectively upon giving written notice to the Chairperson of the Board, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. 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 Attorney General.
Vacancies on the Board may be filled by approval of the Board or, if the number of Directors then in office is less than a quorum, by (1) the unanimous written consent of the Directors then in office, (2) the affirmative vote of a majority of the Directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining Director.
A person elected to fill a vacancy as provided by this Section will hold office until the next annual election of the Board of Directors or until his or her death, resignation or removal from office.
Section 3.7 NON-LIABILITY OF DIRECTORS
The Directors will not be personally liable for the debts, liabilities, or other obligations of the Corporation.
Section 3.8 INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS
(a) Agents, Proceedings, and Expenses. For the purposes of Section 3.8, “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 which was a predecessor corporation of this Corporation or of another enterprise at the request of such predecessor corporation; “proceeding: means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative, and “expenses” includes, without limitations, attorneys’ fees and any expenses of establishing a right to indemnification under Section 3.8.
(b) Indemnification in Actions by Third Parties. This Corporation shall indemnify any person who was or is a party , or is threatened to be made a party, to any proceeding (other tan an action by or in the right of this Corporation) by reason of the fact that such a person is or was an agent of this Corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if that person acted in good faith and in a manner that person reasonable believed to be in the best interests of this Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contender or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of this Corporation or that the person had reasonable cause to believe that his or her conduct was unlawful.
(c) Indemnification in Actions Brought by or in the Right of the Corporation. 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 by or in the right of this Corporation to procure a judgment in its favor by reason of the fact that person is or was an agent of this Corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of that action if that person acted in good faith, in a manner that person believed to be in the best interests of this Corporation and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. However, no indemnification shall be made under this Section 3.8 (c):
(1) In respect of any claim, issue, or matter as to which that person shall have been adjudged to be liable to this Corporation in the performance of that person’s duty to this Corporation, unless and only to the extent that the court in which that action was brought shall determine upon application that, in view of all the circumstances of the case, that person is fairly and reasonable entitled to indemnify for the expenses which the court shall determine;
(2) Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or
(3) Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval.
(d) Successful Defense by Agent. To the extent that an agent of this Corporation has been successful on the merits in defense of any proceeding referred to in Section 3.8, or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.
(e) Required Approval. Except as provided in Section 3.8 (d), any indemnification under Section 3.8 shall be made by this Corporation only if authorized in the specific case on a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 3.8 (b) and Section 3.8 (c) of these Bylaws by:
(1) A majority vote of a quorum consisting of Directors who are not parties to the proceeding; or
(2) The court in which the proceeding is or was pending, on application made by this Corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application the agent, attorney, or other person is opposed by this Corporation.
(f) 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 shall be determined ultimately that the agent is entitled to be indemnified as authorized in Section 3.8.
(g) Other Contractual Rights. Nothing contained in Section 3.8 shall affect any right to indemnification to which persons other that Directors and officers of this Corporation or any subsidiary hereof may be entitled by contract or otherwise.
(h) Limitations. No indemnification or advance shall be made under Section 3.8, except as provided in Section 3.8 (d) or Section 3.8 (e)(2), in any circumstances where it appears:
(1) That it would be inconsistent with a provision of the Articles of Incorporation, a resolution of the Board, 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
(2) That it would be inconsistent with any condition expressly imoosed by a court in approving a settlement.
(i) Insurance. Upon and in the event of a determination by the Board of Directors of this Corporation to purchase such insurance, this Corporation shall purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not this Corporation would have the power to indemnify the agent against that liability under the provisions of this section.
(j) Fiduciaries of Corporate Employee Benefit Plan. Section 3.8 does not apply to any proceeding against any Director, investment manager, or other fiduciary of an employee benefit plan in that person’s capacity as such, even though that person may also be an agent of the Corporation as defined in Section 3.8 (a). Nothing contained in Section 3.8 shall limit any right to indemnification to which such a Director, investment manager, or other fiduciary may be entitled by contract or otherwise, shall be enforceable to the extent permitted by applicable law other than Section 3.8.
(k) Officer and Director Immunity From Personal Liability. It is the policy of this Corporation to undertake all reasonable efforts in good faith to obtain the liability insurance required to confer limited immunity upon its officers and Directors from personal liability for negligent acts under California Corporations Code section 5239. Corporations Code section 5239 provides that “volunteer” (unpaid) directors, chairs, vice-chairs, secretaries or treasurers of nonprofit corporations are immune from personal liability for negligent acts or omissions in the performance of their duties as officers and directors, if all of the following conditions are met:
(1) The act or omission was within the scope of the director’s or officer’s duties.
(2) The act or omission was performed in good faith.
(3) The act or omission was not reckless, wanton, intentional, or grossly negligent.
(4) Damages caused by the act or omission are covered pursuant to a liability insurance policy issured to the Corporation, either in the form of a general liability policy or director’s and officer’s liability policy, or personally to the director or officer. In the event that the damages are not covered by a liability insurance policy, the volunteer director or volunteer officer shall not be personally liable for the damages if the Board of Directors of the corporation and the person had made all reasonable efforts in good faith to obtain available liability insurance.
Section 3.9 INSURANCE FOR CORPORATE AGENTS
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation (including a Director, officer, employee or other agent of the Corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.
Section 3.10 PLACE OF MEETINGS
Meetings will be held at such place within or without the State of California which has been designated from time to time by resolution of the Board of Directors. Any meeting, regular or special, may be held by conference telephone, or similar communications equipment, so as long as all Directors participating in such meeting can hear one another.
Section 3.11 REGULAR AND ANNUAL MEETINGS
Regular meetings of Directors will be held on the last Saturday of every third month at 10:00 AM (January, April, July, October) unless such day falls on a legal holiday, in which event the regular meeting will be held at the same hour and place on the next Saturday. The Board may also determine to meet at other times if it so chooses. Meeting date, time and place will be posted on the website as soon as the information is available. Any interested party may attend these meetings.
At the annual meeting of Directors held on the last Saturday of October, Directors will be elected by the Board of Directors in accordance with this section. Cumulative voting by Directors for the election of Directors will not be permitted. From among the nominated candidates, the candidates receiving the highest number of votes up to the number of Directors to be elected will be elected. Each Director will cast one vote, with voting being by ballot only.
Nominations for Board of Directors may be put forth by any interested party.
Section 3.12 SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Chairperson of the Board, the Secretary, or by any two (2) Directors, and such meetings will be held at the place, within or without the State of California, designated by the person or persons calling the meeting.
Section 3.13 NOTICE OF MEETINGS
Regular meetings of the Board may be held without notice. A meeting scheduled at one meeting for a future convenient date will be counted as a regular meeting. Meeting date, time and place will be posted on the website as soon as the information is available. Special meetings of the Board will be held upon four (4) days' notice by first-class mail or forty-eight (48) hours' notice delivered personally or by telephone or email. If sent by mail or email, the notice will be deemed to be delivered on its deposit in the mails or on its delivery to the email provider. Such notices will be addressed to each Director at his or her address as shown on the books of the Corporation. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice will be given of any adjourned regular or special meeting to Directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.
Section 3.14 CONTENTS OF NOTICE
Notice of meetings not herein dispensed with will specify the place, day and hour of the meeting. The purpose of any Board meeting need not be specified in the notice.
Section 3.15 WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS
The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each Director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals will be filed with the corporate records or made a part of the minutes of the meeting.
Section 3.16 QUORUM FOR MEETINGS
A quorum will consist of a simple majority of Directors.
Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this Corporation, or by law, no business will be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair will entertain at such meeting is a motion to adjourn. However, a majority of the Directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board.
When a meeting is adjourned for lack of a quorum, it will not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken.
The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of Directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this Corporation.
Section 3.17 MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this Corporation, or provisions of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a Director has a material financial interest (Section 5233) and indemnification of Directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the Board.
Section 3.18 CONDUCT OF MEETINGS
Meetings of the Board of Directors will be presided over by the Chairperson of the Board, or, by a Chairperson chosen by a majority of the Directors present at the meeting. The Secretary of the Corporation will act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer will appoint another person to act as Secretary of the Meeting.
Meetings will be governed by Robert's Rules of Order as such rules may be revised from time to time, insofar as such rules are consistent with or in conflict with these Bylaws, with the Articles of Incorporation of this Corporation, or with provisions of law.
Section 3.19 ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the Board will individually or collectively consent in writing to such action. For the purposes of this Section only, "all members of the Board" will not include any "interested Director" as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law. Such written consent or consents will be filed with the minutes of the proceedings of the Board. Such action by written consent, including email and fax, will have the same force and effect as the unanimous vote of the Directors. Any certificate or other document filed under any provision of law which relates to action so taken will state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this Corporation authorize the Directors to so act, and such statements will be prima facie evidence of such authority.
Section 3.20 FEES, DUES AND ASSESSMENTS OF THE BOARD OF DIRECTORS
There will be no dues, regular assessments or fees associated with being a member of the Board of Directors of the Corporation. Any member of the Board of Directors may make a monetary or non-monetary gift to the Greater Laguna Coast Fire Safe Council as provided for in Section 6.4 of these Bylaws.
Section 4.1 NUMBER OF OFFICERS
The officers of the Corporation will be a Chairperson, a Vice-Chairperson, a Secretary and a Treasurer. The Corporation may also have, as determined by the Board of Directors, Assistant Secretaries, Assistant Treasurers, or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the President or Chairperson of the Board.
Section 4.2 QUALIFICATION, ELECTION AND TERM OF OFFICE
Any person may serve as officer of this Corporation. Officers will be elected by the Board of Directors, at any time, and each officer will hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor will be elected and qualified, whichever occurs first.
Section 4.3 SUBORDINATE OFFICERS
The Board of Directors may appoint such other officers or agents as it may deem desirable and such officers will serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.
Section 4.4 REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the Chairperson or Secretary of the Corporation. Any such resignation will take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein. The acceptance of such resignation will not be necessary to make it effective. The above provisions of this Section will be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the Corporation.
Section 4.5 VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, lack of attendance or otherwise, of any officer will be filled by the Board of Directors. In the event of a vacancy in any office other than that of Chairperson, such vacancy may be filled temporarily by appointment by the Chairperson until such time as the Board will fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board will determine.
Section 4.6 DUTIES OF CHAIRPERSON
The Chairperson will be the Chief Executive Officer of the Corporation and will, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation and the activities of the officers. He or she will perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. The Chairperson of the Board of Directors will preside at all meetings of the Board of Directors. If applicable, the Chairperson will preside at all meetings of the members, except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she will, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
Section 4.7 DUTIES OF VICE-CHAIRPERSON
In the absence of the Chairperson, or in the event of his or her inability or refusal to act, the Vice-Chairperson will perform all the duties of the Chairperson, and when so acting will have all the powers of, and be subject to all the restrictions on, the Chairperson. The Vice-Chairperson will have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
Section 4.8 DUTIES OF SECRETARY
The Secretary will:
a. Certify and keep at the principal office of the Corporation or at some other clearly designated place the original or a copy of these Bylaws as amended or otherwise altered to date.
b. Keep at the principal office of the Corporation or at such other place as the Board may determine, a book of minutes of all meetings of the Directors, and, if applicable, meetings of committees of Directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
c. See that all notices are duly given in accordance with the provisions of these Bylaws, or as required by law.
d. Be custodian of the records and of the logo of the Corporation and see that the logo is affixed to all duly executed documents, the execution of which on behalf of the Corporation under its logo is authorized by law or these Bylaws.
e. Keep at the principal office of the Corporation or at some other clearly designated place, a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she will record such fact in the membership book together with the date on which such membership ceased.
f. Exhibit at all reasonable times to any Director of the Corporation, or to his or her agent or attorney, on request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the Directors of the Corporation.
g. In general, performs all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
h. Direct the Assistant Secretary in the taking and compilation and distribution of the minutes of any regular or special meeting of the Board of Directors or of the general meetings of all members and other interested parties.
Section 4.9 DUTIES OF THE TREASURER
Subject to the provisions of Article 6, the Treasurer will also:
a. Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of the Corporation in such banks. Trust companies, or other depositories as will be selected by the Board of Directors.
b. Receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever.
c. Disburse, or cause to be disbursed, the funds of the Corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
d. Keep and maintain adequate and correct accounts of the Corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
e. Exhibit at all reasonable times the books of account and financial records, to any Director of the corporation, or to his or her agent or attorney, on request therefore.
f. Render to the Chairperson and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Corporation.
g. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
h. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the Corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
Section 4.10 COMPENSATION
The salaries of the officers, if any, will be established from time to time by resolution of the Board of Directors, and no officer will be prevented from receiving such salary by reason of the fact that he or she is also a Director of the Corporation, provided, however, that such compensation paid a Director for serving as an officer of this Corporation will only be allowed if permitted under the provisions of Article 3, Section 4 of these Bylaws. In all cases, any salaries received by officers of this Corporation will be reasonable and given in return for services actually rendered for the Corporation which relate to the performance of the charitable or public purposes of this Corporation.
Section 5.1 EXECUTIVE COMMITTEE
The Board of Directors will constitute the Executive Committee.
Section 5.2 OTHER COMMITTEES
The Corporation will have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the Board. These additional committees will act in an advisory capacity only to the Board and will be clearly titled as "advisory" committees.
Section 5.3 MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees will be governed noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions 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 fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are consistent with the provisions of these Bylaws.
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
Section 6.1 EXECUTIONS 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 will have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable momentarily for any purpose or in any amount.
Section 6.2 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 will be signed by the Treasurer and/or the Chairperson of the Board of Directors.
Section 6.3 DEPOSITS
All funds of the Corporation will 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 6.4 GIFTS
(a) Generally. The Corporation is authorized to accept and administer gifts made to the Corporation by donors who name or otherwise identify the Corporation in the instrument of gifts or transfer. Gifts shall vest in the Corporation upon receipt and acceptance by it (whether signified by an officer, employee or agent of the Corporation). “Gift” includes the transfer of money or other property of any kind, real personal or mixed, or any interest in property, and whether made by delivery, grant, conveyance, payment, devise, bequest or any other method of transfer.
(b) Terms of Gifts. Each donor by making a gift to the Corporation accepts and agrees to all the terms of the Articles of Incorporation and these Bylaws and provides that the fund so created shall be subject to the provisions for presumption of donors’ intent, for modification or restrictions or conditions for amendments and termination, and to all other terms of the Articles of Incorporation and Bylaws of the Corporation, each as from time-to-time amended.
(c) Gifts in Trust. If a gift is made to a trustee in trust to make income or other payments for a period of a life or lives or term of years, to any individual or for non-charitable purposes, followed by payments to the Corporation, or in trust to make payments to any individuals or for non-charitable purposes, only the payments to the Corporation shall be regarded as Corporation funds, subject to its Articles of Incorporation and these Bylaws, and then only when the Corporation becomes entitled to their use. The Board of Directors may take such actions as it from time-ti-time deems necessary to protect the Corporation’s rights to receive such payment.
(d) Restricted Gifts. Any donor may, with respect to a gift made by such donor to the Corporation and subject to these Bylaws, give directions in the instrument of gift or transfer as to (a) specific charitable, educational or scientific purposes or particular charitable organizations to be supported, (b) manner of distribution, including amounts, times, and conditions of payments and whether from principal and/or income, and (c) a name as a memorial or otherwise for a fund given, or addition to a fund previously held or anonymity for the gift.
(e) Segregation of Gifts. No gift shall be required to be separately invested or held unless the donor so directs, or it is necessary in order to follow any other direction by the donor as to purpose, or in order to prevent tax disqualification, or it is required by law. Directions for naming a fund as a memorial or otherwise, may be satisfied by keeping under such name accounts reflecting appropriately the interest of such fund in each common investment.
(f) Interpretation of Restrictions. Each fund of the Corporation shall be presumed to be intended (a) to be used only for charitable, educational and/or scientific purposes, (b) to be productive of a reasonable return of net income over reasonable period of time which (except during the period referred to in these Bylaws) is to be distributed at least annually or if accumulated, is to be accumulated only in a reasonable amount and for a reasonable period for charitable, educational and/or scientific purposes, and (c) to be used only for such of these purposes and in such manner as not be disqualify the gift from deduction as a charitable contribution, gift or bequest in computing any federal income, gift or estate tax of the donor or his or her estate and not to disqualify the Corporation from exemption from federal income tax as a qualified charitable organization described in Section 501(c)(3) of the Internal Revenue Code (the “Code”) or as other than a private Corporation under Section 509 (a) of the Code.
If a direction by the donor, however expressed, would, if followed, result in use contrary to the intent so presumed, or if the Board of Directors is advised by legal counsel that there is substantial risk of such result, the direction shall not be followed, but shall be varied by the Board of Directors so far as necessary to avoid such result; provided, however, that if the donor has clearly stated that compliance with the direction is a condition of the gift, then the gift shall not be accepted unless an appropriate judicial or administrative body first determines that the condition and direction need not be followed. Reasonable charges and expenses of counsel for such advice and proceedings shall be proper expenses. For purposes of these Bylaws, “charitable purposes” include charitable, educational, and scientific purposes, contributions for which are deductible under Sections 170(c)(1) and 170(c)(2)(B) of the Code and “qualified charitable organization” means an organization which is described in Sections 170(c)(1) or (2) of the Code.
(g) Powers of Board of Directors. Notwithstanding any provision of these Bylaws or in any instrument of gift or transfer creating or adding to a fund of the Corporation, the Board of Directors shall have the power to modify any restriction or condition on the distribution of funds for any specified charitable purposes or to specified charitable organizations, or on the manner of the distribution of such funds, if in the judgment and discretion of the Board of Directors, the purposes, object restrictions or conditions specified in any donation become unnecessary, incapable or not reasonably susceptible of fulfillment, or not in the best interest of advancing the charitable, educational or scientific purposes of the Corporation.
CORPORATE RECORDS, REPORTS AND SEAL
Section 7.1 MAINTENANCE OF CORPORATE RECORDS
The Corporation will keep the following in a place so designated by the Board of Directors:
a. Minutes of all meetings of Directors, committees of the Board and meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
b. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
c. A record of its members, indicating their names and addresses and, if applicable, and the termination date of any membership;
d. A copy of the Corporation's Articles of Incorporation and Bylaws as amended to date, which will be open to inspection by the members of the Corporation at all reasonable times during office hours.
Section 7.2 CORPORATE LOGO
The Board of Directors may adopt, use, and at will alter, a corporate logo. Such logo will be kept at a place so designated by the Board of Directors. Failure to affix the logo to corporate instruments, however, will not affect the validity of any such instrument.
Section 7.3 DIRECTORS' INSPECTION RIGHTS
Every Director will have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Corporation.
Section 7.4 RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person by any Director or by their agent or attorney and the right to inspection by any entitled person includes the right to copy and make extracts.
Section 7.6 ANNUAL REPORTS
The Board will cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the Corporation's fiscal year to all Directors of the Corporation and, if this Corporation has members, to any member who requests it in writing, which report will contain the following information in appropriate detail:
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, 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. Any information required by Article 7.
The annual report will be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without an audit from the books and records of the corporation.
The annual report will also be posted on the Corporation’s website.
Section 8.1 FISCAL YEAR OF THE CORPORATION
The fiscal year of the Corporation will begin on the first day of September and end on the last day of August in each year.
AMENDMENT OF BYLAWS
Section 9.1 AMENDMENT
a. Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted only with the written consent of a majority of the then Board of Directors of this Corporation.
AMENDMENT OF ARTICLES
Section 10.1 AMENDMENT OF ARTICLES
Any amendment of the Articles of Incorporation may be adopted by approval of the Board of Directors.
Section 10.2 CERTAIN AMENDMENTS
Notwithstanding Section 10.1, this Corporation will not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation and of the names and addresses of the first Directors of this Corporation nor the name and address of its initial agent, except to correct an error in such statements or to delete either statement after the Corporation has filed a "Statement by a Domestic Non-Profit Corporation" pursuant to Section 6210 of the California Nonprofit Corporation Law.
PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
Section 11.1 PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
No member, Director, officer, employee or other person connected with this Corporation, or any private individual, will receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided, however, that this provision will not prevent payment to any such person or reasonable compensation for services performed for the Corporation in affecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; no such person or persons will be entitled to share in the distribution of, and will not receive, any of the corporate assets on a dissolution of the Corporation. All members, if any, of the Corporation will be deemed to have expressly consented and agreed that on such dissolutions or winding up of the affairs of the Corporation, whether voluntarily or involuntarily, the assets of the Corporation, after all debts have been satisfied, will be distributed as required by the Articles of Incorporation of this Corporation and not otherwise.
Section 12.1 CLASSES
The Corporation shall have one (1) non-voting class of advisors consisting of Honorary Advisors. The rights and privileges of all such advisors shall be equal.
Section 12.2 QUALIFICATIONS OF HONORARY ADVISORS
The sole qualification for being an Honorary Advisor in this Corporation is an interest in Fire Safety issues. Honorary Advisors of this Corporation can be both individuals and entities.
This Corporation will not discriminate on the basis of race, gender, sexual orientation, religion, age or national origin.
Section 12.3 FEES, DUES AND ASSESSMENTS FOR HONORARY ADVISORS
There will be no dues, regular assessments or fees associated with being an Honorary Advisor of the Corporation. Any Honorary Advisor may make a monetary or non-monetary gift to the Greater Laguna Coast Fire Safe Council as provided for in Section 6.4 of these Bylaws.
Section 12.4 NUMBER OF HONORARY ADVISORS
There is no limit on the number of Honorary Advisors of the Corporation.
Section 12.5 HONORARY ADVISORS ROSTER
The Corporation will keep a Honorary Advisors roster containing the name and contact information of each advisor. Such rosters will be kept at a place so designated by the Board of Directors and will be available for inspection by any Director or advisor of the Corporation given sufficient notice to the holder of the records.
The roster of Honorary Advisors will be analyzed on an annual basis and any Honorary Advisor who has not participated in some Corporation activity since the last roster analysis will be placed in an “Inactive Honorary Advisor” file.
The record of names and contact information of the Honorary Advisors of this Corporation will constitute the roster of this Corporation and will not be used, in whole or part, by any person for any purpose not reasonably related to an advisor’s interest as an advisor.
Section 12.6 RIGHTS OF HONORARY ADVISORS
No Honorary Advisor shall have any right, title, or interest in any of the property or assets, including any earnings or investment income of the Corporation, nor shall any such property or assets be distributed to any Honorary Advisor upon dissolution or winding up. Further, no Honorary Advisor shall have any legal voting right or power relating to the Corporation’s activities or assests.
Section 12.7 NONLIABILITY OF HONORARY ADVISORS
An Honorary Advisor of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the Corporation.
MEETINGS OF HONARY ADVISORS
Section 13.1 PLACE OF MEETINGS
Meetings of Honorary Advisors will coincide with the Board of Director’s meetings and be held at such other place or places within or without the State of California as may be designated from time to time by resolution of the Board of Directors.
Section 13.2 ANNUAL MEETINGS
The annual meeting of the Honorary Advisors shall be held on the last Saturday of October at 10:00 AM, though if that day falls on a legal holiday, such meeting will be held at the same hour and place on the next Saturday.
Section 13.3 SPECIAL MEETINGS
Special meetings of the Honorary Advisors will be called by the Board of Directors, or the Chairperson of the Board. In addition, special meetings of the Honorary Advisors for any lawful purpose may be called by five percent (5%) or more of the Honorary Advisors on the roster.
Section 13.4 Manner of Giving Notice of all Honorary advisor meetings
Notice will be deemed to have been given at the time when delivered personally or sent by email or other means of written communication. Meeting date, time and place will be posted on the website as soon as the information is available.
Section 13.5 QUORUM OF ANY HONORARY ADVISORS MEETING
Not less than ten percent (10%) of the Honorary Advisors on the roster present in person shall constitute a quorum at any meeting of Honorary Advisors.
Section 13.6 CONDUCT OF MEETINGS
Meetings of Honorary Advisors will be presided over by the Chairperson of the Board, or, if there is no Chairperson, by the Vice-Chairperson or, in his or her absence, by a Chairperson chosen by a majority of the Board of Directors, present in person. The Secretary of the Corporation will act as Secretary of all meetings of Honorary Advisors, provided that, in his or her absence, the presiding officer will appoint another person to act as Secretary of the Meeting.
Meetings will be governed by Robert's Rules of Order as such rules may be revised from time to time, insofar as such rules are consistent with or in conflict with these Bylaws, with the Articles of Incorporation of this Corporation, or with any provision of law.
Section 13.7 REASONABLE NOMINATION PROCEDURES
This Corporation will make available to Honorary Advisors reasonable nomination procedures with respect to the nomination of Directors by any interested party. Such procedures will be reasonable given the nature, size and operations of the Corporation, and will include:
a. A reasonable means of nominating persons for election as Directors.
b. A reasonable opportunity for a nominee to communicate to the Board of Directors the nominee's qualifications and the reasons for the nominee's candidacy.
c. A reasonable opportunity for all nominees to solicit votes from among the voting Directors.
d. A reasonable opportunity for all Board of Directors to choose among the nominees.
David A. Horne, Incorporator