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BYLAWS OF THE
CORONA COMMUNITY FOUNDATION
(A California Nonprofit Public Benefit Corporation)
ARTICLE I
ORGANIZATION
Section 1. Name.
The name of this corporation is the Corona Community Foundation (“Foundation”).
Section 2. Objectives.
The Foundation has been formed to raise funds in support of all facilities, assets, amenities, programs and activities owned, operated, provided, or otherwise supported by the City of Corona (“City”). These include, but are not limited to, the City’s parks, open spaces, trails, aquatic centers, community centers, senior centers, libraries, public art, fire stations, and police stations.
Section 3. Principal Office.
The principal office of the Foundation shall be fixed and located at the City of Corona City Hall, located at 400 S Vicentia Avenue, Corona, CA 92882. The Board of Directors (“Board”) is hereby granted full power and authority to establish additional offices in other City-owned facilities. The Foundation shall be charged reasonable rent for said facilities.
Section 4. Members
The Foundation shall be maintained in accordance with Title 1, Division 2 of the California Corporations Code, otherwise known as the California Nonprofit Public Benefit Corporation Law (“Nonprofit Law”). The Foundation has elected not to have members as defined in section 5056 of the Nonprofit Law.
Section 5. Ralph M. Brown Act, Public Records Act and Political Reform Act The Foundation is committed to ensuring that the actions of the Foundation comply with the following:
• Brown Act. The Ralph M. Brown Act (California Government Code sections 54950 through 54963, as amended from time to time) (“Brown Act”). • Public Records Act. The California Public Records Act (California Government Code sections 6250 through 6276.48, as amended from time BYLAWS – PAGE 2 OF 12
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to time) (“'Public Records Act”).
• Political Reform Act. The Political Reform Act of 1974 (California Government Code sections 81600 through 9105, as amended from time to time) (“Political Reform Act”).
The Brown Act, the Public Records Act, and the Political Reform Act may be collectively referred to as the “Public Agency Laws” in these Bylaws.
Accordingly, in the event of a conflict between a provision of these Bylaws and a section of the Public Agency Laws, the applicable Public Agency Law shall control.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Powers.
Subject to the limitations of the Articles of Incorporation and other provisions of these Bylaws, as well as the laws of the State of California, all corporate powers shall be exercised by, or under the authority of, the Foundation. Moreover, the business and affairs of the Foundation shall be controlled by the Board. The Board may delegate the management of the Foundation to any person or persons, management company or committee however composed, provided that the business and affairs of the Foundation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.
Section 2. Number, Selection, and Terms of Office of Directors.
The Board shall consist of five (5) directors, who shall be the five (5) City Council Members of the City of Corona (“Directors”). The term of each Director shall be coterminous with the term of each of the City Council Members.
Section 3. Vacancies.
Vacancies on the Board shall occur only upon a Director vacating their City Council position. Such a vacancy shall be filled only by the person who is appointed or elected to fill the vacancy of the City Council Member.
Section 4. Removal of Directors.
Directors may not be removed from office independently of their office as City Council Members.
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Section 5. Fees and Compensation.
The Directors shall receive no compensation for their service on the Board. However, pursuant to applicable law, Directors may be reimbursed for, or advanced funds for, any expenses actually incurred or reasonably expected to be incurred in connection with the performance of their duties as Directors.
ARTICLE III
MEETINGS OF THE BOARD
Section 1. Location of and Public Access to Meetings.
All meetings of the Board shall be held at the principal office of the Foundation or at such other place within the City of Corona as may be designated in the notice of said meeting.
All meetings of the Board shall be open and public in accordance with the Brown Act. Any member of the public shall be permitted to attend any meeting of the Board, except as otherwise provided in the Brown Act.
Section 2. Annual Meeting.
The annual meeting of the Board shall be the regular meeting of the Board held in December of each year. The officers of the Board shall be elected at this meeting for terms commencing January 1.
Section 3. Regular Meetings.
The Board shall hold regular meetings on the date(s) established by a resolution duly adopted by the Board. Notice of regular meetings shall be given in accordance with the Brown Act.
Section 4. Special Meetings.
Special meetings of the Board may be called at any time in accordance with the Brown Act.
Section 5. Agendas.
Agendas shall be prepared for all meetings of the Board in accordance with the Brown Act.
Section 6. Quorum; Action of the Board; Required Vote Process.
Presence of a majority of the Directors at a meeting of the Board constitutes a quorum for the transaction of business. Directors may participate in a meeting in-person or through use of a conference telephone, video conference or similar communications BYLAWS – PAGE 4 OF 12
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equipment as authorized by the Brown Act.
Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number is required by law or these Bylaws.
All votes taken during a meeting involving the expenditures of funds or an amendment to the Bylaws or Articles of Incorporation shall be by roll call and shall be reported in the minutes of the meeting. All other votes may be by voice vote, unless otherwise required by law, these Bylaws or the Chair.
Section 7. Rules of Procedure.
All meetings of the Board shall be conducted pursuant to any rules of procedure as may be established by a resolution duly adopted by the Board.
Section 8. Rules of Decorum.
All meetings of the Board shall be conducted pursuant to any rules of decorum as may be established by a resolution duly adopted by the Board.
Section 9. Adjourned Meetings.
A quorum of the Directors may adjourn any Board meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the directors present at any Board meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board. Notice of an adjourned meeting shall be provided pursuant to the Brown Act.
ARTICLE IV
OFFICERS
Section 1. Officers.
The Foundation officers shall be a Chair, a Vice Chair, a Secretary and a Treasurer. Two or more offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as the Chair. While the Secretary and Treasurer need not be, the Chair and Vice Chair must also be Directors. The removal or resignation of a Director who is an officer of the Foundation shall be deemed a resignation by such person from all offices held.
Section 2. Nomination and Election.
The Foundation officers shall be elected annually by the Board, at its annual meeting, and each officer so elected shall hold office until re-elected, unless such officer shall BYLAWS – PAGE 5 OF 12
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resign, be removed with or without cause, or otherwise become disqualified to serve, or until a successor shall be elected and qualified. At any regular or special meeting of the Board, the Board may fill a vacancy.
Section 3. Removal and Resignation.
Any officer may be removed, either with or without cause, by the Board on a 2/3 vote of the entire Board at any regular or special meeting. Any officer may resign at any time by giving written notice to the Chair and Mayor. Any such resignation shall take effect at the date of the receipt of such notice or at any later date specified therein. The acceptance of such resignation shall not be necessary to make it effective.
Section 4. Chair of the Board.
The Chair of the Board shall preside at all meetings of the Board and exercise and perform such other powers and duties as may be from time to time assigned to the Chair by the Board or prescribed by these Bylaws. The duties of the Chair shall include the following:
A. Meetings. Scheduling meetings when necessary, presiding at each meeting, preserving order and decorum, and conducting meetings in accordance with the requirements of the Brown Act and the rules of procedure.
B. Agendas. Setting meeting agendas in conjunction with the City Manager (or their designee) and ensuring adequate discussion of items.
C. Information Sharing. Keeping the Vice Chair and members of the Board, City Council, and City Manager informed on issues affecting the Foundation.
D. Issue Response. On behalf of the Board and in conjunction with the City Manager (or their designee), responding to issues from the City of Corona community, private and public sectors, the City Council, and the media, or designating another person or member of the Board to represent the Foundation in such activities.
Section 5. Vice Chair.
In the absence of the Chair, the Vice Chair will exercise the duties of the Chair and shall perform such other duties as may be from time to time required by the Chair or by the Board.
Section 6. Secretary.
The Secretary shall record, or cause to be recorded, and shall keep, or cause to be kept, at the principal business office or such other place as the Board may order, a minute book of actions taken at all meetings of the Board. The minute book shall include, but shall not be limited to, the following: (1) the time and place where each meeting was held; (2) whether it was a regular or special meeting and, if special, how authorized; (3) the notice BYLAWS – PAGE 6 OF 12
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thereof given; (4) the names of those Directors and officers present; and (5) a record of the actions or proceedings of the Board. The Secretary shall also give, or cause to be given, notice of all the meetings of the Board required by these Bylaws or by the Brown Act to be given, and shall have such other powers to perform such other duties as may be prescribed by the Board or by these Bylaws.
Section 7. Treasurer.
The Treasurer shall act as the Foundation’s chief financial officer, and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Foundation, including accounts of its liabilities, receipts, disbursements, gains and losses. The Treasurer shall submit a statement of accounts at each regular meeting of the Board, shall make an annual report prior to the annual meeting of the Board, and shall make such other reports as the Board may require. The Treasurer shall cause to be deposited or shall cause to be deposited in accordance with procedures approved by the Board all monies and other valuables in the name and to the credit of the Foundation with such depositories as may be designated by the Board. The Treasurer shall disburse or cause to be disbursed funds of the Foundation as may be ordered by the Board, shall render to the Chair of the Board, the Board, the City Manager, or the City Council, whenever they request, an account of all transactions as Treasurer and of the financial condition of the Foundation, and shall have such other powers and perform such other duties as may be prescribed by the Board or these Bylaws.
ARTICLE V
COMMITTEES
Section 1. Committees.
A. Brown Act Committees.
1. Establishing. The Board may, by resolution adopted by a majority of the Directors then in office, establish one or more Brown Act committees consisting of at least two (2) Directors (“Brown Act Committee”). Although not required, the Board may also appoint to any Brown Act Committee one or more other persons who are not Directors.
2. Alternates. The Board may designate one or more Directors, as alternate members of any Brown Act Committee, who may replace any absent member at any meeting of the committee.
3. Terms of Office. Members of all Brown Act Committees shall be appointed by the Board and shall serve at the pleasure of the Board. Each member of a Brown Act Committee shall serve until their successor is appointed, or until such committee is sooner terminated, or until they are removed, resign, or otherwise cease to BYLAWS – PAGE 7 OF 12
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qualify as a member of the committee.
4. Meetings. All meetings and actions of Brown Act Committees shall be subject to the Brown Act. Each Brown Act Committee shall meet as often as necessary to perform its duties, at such times and places as directed by the committee or the Board.
The Board shall have the power to prescribe the manner in which proceedings of any Brown Act committee shall be conducted. In the absence of any such prescription, such Brown Act Committee shall have the power to prescribe the manner in which its proceedings shall be conducted.
5. Quorum; Action of Committee. A majority of the members of any Brown Act Committee shall constitute a quorum of such committee. The act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
6. Minutes & Notices. The Secretary shall record, or cause to be recorded, and shall keep, or cause to be kept, at the principal business office or such other place as the Board may order, a minute book of actions taken at all meetings of Brown Act Committees. The minute book shall include, but shall not be limited to, the following: (1) the time and place where each meeting was held; (2) whether it was a regular or special meeting and, if special, how authorized; (3) the notice thereof given; (4) the names of those committee members present; and (5) a record of the actions or proceedings of the committee. The Secretary shall also give, or cause to be given, notice of all the meetings of Brown Act Committees required by these Bylaws or by the Brown Act to be given, and shall have such other powers to perform such other duties as may be prescribed by the Board or by these Bylaws.
B. Ad-Hoc Committees. The Chair of the Board may establish one or more adhoc committees, as authorized by the Brown Act, consisting solely of no more than two (2) Directors (“Ad-Hoc Committee”). Members of all Ad-Hoc Committees shall be appointed by the Chair of the Board and shall serve at the pleasure of the Chair.
C. Other Committees. The Board may also create any other committees as authorized by the Brown Act or other applicable law.
D. Limitation on Delegation. The Board may not delegate to its committees any legal authority that under the Nonprofit Law or other applicable law can only be exercised by the full Board.
ARTICLE VI
INDEMNIFICATION AND INSURANCE OR BONDING
Section 1. Right of Indemnity.
To the fullest extent permitted by law, this Foundation shall indemnify its directors, BYLAWS – PAGE 8 OF 12
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officers, employees, and other persons described in section 5238(a) of the Nonprofit Law, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any ''proceeding,” as that term is used in that section, including an action by or in the right of the Foundation, by reason of the fact that the person is or was a person described in that section. “Expenses,” as used in these Bylaws, shall have the same meaning as in section 5238(a) of the Nonprofit Law.
Section 2. Approval of Indemnity.
On written request to the Board by any person seeking indemnification under section 5238 (b) or section 5238 (c) of the Nonprofit Law, the Board shall promptly determine under section 5238(e) of the Nonprofit Law whether the applicable standard of conduct set forth in section 5238(b) has been met and, if so, the Board shall authorize indemnification.
Section 3. Insurance and Bonding.
The Board may adopt a resolution authorizing the purchase and maintenance of insurance and/or a bond on behalf of any officer or agent of the Foundation against any liability asserted against or incurred by the agent or officer in such capacity or arising out of the agent's or officer’s status as such, whether or not the Foundation would have the power to indemnify the agent or officer against that liability under the provisions of this Article.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Checks, Drafts, and Orders for Payment
All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Foundation, and any and all securities owned or held by the Foundation requiring signature for transfer, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by the Board.
Section 2. Inspection of Corporate Records.
The Foundation shall keep, at its principal business office, the originals or copies of the following: (1) its Articles of Incorporation and Bylaws, as amended or otherwise altered to date, certified by its Secretary; (2) written minutes of the meetings of its Board, and any committees of the Board, to the extent such committees are required to maintain minutes; (3) its books and records of account; and (4) all other books, records and documents of the Foundation.
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The Foundation shall also keep, at its principal business office, a copy of the following:
(1) its federal tax exemption application; and (2) for at least three years from their date of filing, its annual information returns.
The documents noted above shall be open to public inspection and copying to the extent required by the Public Records Act or other applicable law.
Moreover, the City, by and through its City Manager, shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and nature, and to inspect the physical properties of the Foundation.
Section 3. Authority to Execute Legal Instruments.
Any note, mortgage, evidence of indebtedness, contract, conveyance or other legally binding instrument in writing (“Legal Instrument”), and any assignment or endorsement thereof, may be signed by any officer or other person as expressly authorized by the Board. Unless so authorized by the Board, no officer or other person shall have any power or authority to bind or render the Foundation liable by any Legal Instrument.
Section 4. Annual Report.
The Foundation shall furnish annually to the City Council, the City Manager, and each Director, within a reasonable period of time not to exceed 120 calendar days after the close of its fiscal year, a written report containing the following information in reasonable detail:
• The assets and liabilities, including the trust funds, of the Foundation as of the end of the fiscal year.
• The principal changes in the assets and liabilities, including trust funds, during the fiscal year.
• The revenue or receipts of the Foundation, both unrestricted and restricted to particular purposes, for the fiscal year.
• The expenses or disbursements of the Foundation, for both general and restricted purposes, during the fiscal year.
• Any information required by section 6322 of the Nonprofit Law, as from time to time amended.
Section 5. Conflict of Interest.
The Foundation, through the Board, shall promulgate, from time to time, a written conflict of interest code, according to the current law then in effect, including the Political Reform Act, to be adhered to by its officer and directors, and which includes guidelines for the BYLAWS – PAGE 10 OF 12
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resolution of actual or potential conflicts of interest. Each Director and officer shall comply with the Political Reform Act, and each director shall be responsible for disclosing to the Foundation any matter which would make such director an ''interested director” within the meaning of section 5233 of the Nonprofit Law. In addition, each director shall disclose to the Foundation any relationship or other factor which would cause that director to be considered to be an “interested person” within the meaning of section 5227 of the Nonprofit Law.
Section 6. Fiscal Year.
The fiscal or business year of the Foundation shall be July 1 of the current year through June 30 of the subsequent year.
Section 7. Construction and Definitions.
Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the general provisions of the Nonprofit Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both legal entities and natural persons. All references to statutes, regulations, and laws shall include any future statutes, regulations and laws that replace those referenced.
Section 8. Deposits
All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trust companies, or other depositories as the Board may select.
Section 9. Gifts
The Board may accept on behalf of the Foundation any contribution, gift, bequest, or devise for the charitable or public purposes of the Foundation.
ARTICLE VIII
AMENDMENTS AND DISSOLUTION
Section 1. Amendment.
New bylaws may be adopted, or these Bylaws may be amended, modified or repealed, by a majority vote of the entire Board.
Section 2. Record of Amendments.
Any amendment or alteration in these Bylaws shall be forthwith filed with the original BYLAWS – PAGE 11 OF 12
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Bylaws of the Foundation.
Section 3. Dissolution.
The Foundation shall not be voluntarily dissolved, except by approval of a majority vote of the entire Board. In the event of dissolution of the Foundation in any manner and for any cause, after the payment or adequate provision for the payment of all of its debts and liabilities, all of the remaining funds, assets and properties of the Foundation shall be paid or distributed as provided for in the Articles of Incorporation.
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CERTIFICATE OF SECRETARY
BYLAWS OF
CORONA COMMUNITY FOUNDATION
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting Secretary of the Corona Community Foundation, a California nonprofit public benefit corporation; and
2. That the foregoing Bylaws constitute the Bylaws of said corporation as duly approved by the City Council of the City of Corona on ________________, 2026 and adopted by the Incorporator of the Foundation on ________________, 2026.
IN WITNESS WHEREOF, I have executed this Certificate as of this __ day of ______, 2026.
________________________________
[NAME], Secretary
Corona Community Foundation