1 BYLAWS OF THE FRIENDS OF SAN BERNARDINO ANIMAL SERVICES
FOUNDATION
A California Nonprofit Public Benefit Corporation
ARTICLE I: NAME AND LEGAL BASIS
(a) The name of this corporation shall be the "Friends of San Bernardino Animal Services Foundation" (herein referred to as the "Foundation"). (b) The organization is formed and operated on a nonprofit basis; no part of any earning and no dividends or other profits shall accrue to the benefit of any member or individual.
(c) The Foundation may carry out its purposes, as described below, under any other name or names which may be approved from time to time by the Board of Directors.
ARTICLE II: OFFICES
The principal office for the transaction of the business of the Foundation ("principal executive office") is located at the San Bernardino Animal Services Shelter, 333 Chandler Place, San Bernardino, California, 92401. The Board of Directors may change the principal office from one location to another by resolution. Any change of this location shall not be deemed an amendment of these Bylaws.
ARTICLE Ill: OBJECTIVES AND PURPOSES
Within the meaning of Section 509(a)(3)(A) of the Internal Revenue Code of 1954, as amended, the Regulations thereunder, and the corresponding provision of any applicable future United States Internal Revenue Law and Regulations, the Foundation exists to:
(a) Operate exclusively for charitable, literacy, or educational purposes, including but not limited to: merchandising; soliciting and receiving contributions, gifts, endowments, or bequeaths in any negotiable form; banking or investing receivables; and distributing assets for the benefit of the Foundation.
(b) Undertake any programs or projects to assist the City of San Bernardino Animal Services Department and that the City of San Bernardino Animal Services Director deems appropriate and advisable.
(c) To engage in any lawful act or activity for which nonprofit corporations may be organized and conducted in the State of California for the benefit of the City of San Bernardino Animal Services Department.
To accomplish these purposes, the Foundation may, without limitation, receive, 2 hold, and disburse gifts, bequests, devises, and other funds; and may own, maintain, or lease suitable real estate and buildings, or any personal property necessary for these purposes; and may enter into, make, perform, and carry out contracts of any kind for any lawful purpose without limit as to amount. All above activities, projects, and programs, once approved by the Board of Directors, will be implemented by the Animal Services Director.
In carrying out such purpose, the Foundation shall not, in any manner, be utilized to discharge any obligation of the City of San Bernardino. The support, promotion, and advancement afforded by this Foundation shall be in addition to, and supplementary to, any other programs sponsored by the City of San Bernardino.
ARTICLE IV: NONPARTISAN ACTIVITIES
The Foundation exists under the California Nonprofit Public Benefit Corporation Law for the public and charitable purposes described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Foundation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation. The Foundation shall not participate or intervene in any political campaign on behalf of any candidate for public office.
The Foundation shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above.
ARTICLE V: DEDICATION OF ASSETS
The properties and assets of the Foundation are irrevocably dedicated to public, educational, or charitable purposes. No part of the net earnings, properties, or assets of the Foundation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any member or director of the Foundation. On liquidation or dissolution, all properties and assets and obligations shall be distributed and paid over to an organization dedicated to charitable purposes, provided that the organization continues to be dedicated to the exempt purposes as specified in the Internal Revenue Code Section 501(c)(3).
ARTICLE VI: MEMBERSHIP
The Foundation shall have no members other than the Board of Directors. The Board shall, under any statute or rule of law, be the members of this Foundation and shall have all rights and powers members would otherwise have.
ARTICLE VII: BOARD OF DIRECTORS
3 Section 1. General Corporate Powers. Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the members, the business and affairs of the Foundation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.
Section 2. Specific Powers. Without prejudice to these general powers, and subject to the same limitations, the Board of Directors shall have the power to:
(a) Select and remove all officers of the Foundation; prescribe any powers and duties for them that are consistent with the law, with the Articles of Incorporation, and with these Bylaws.
(b) Adopt rules of procedure not inconsistent with the terms of this Foundation. (c) Change the principal executive office or the principal business office in the State of California from one location to another; cause the Foundation 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 members' meeting or meetings, including annual meetings.
(d) Borrow money and incur indebtedness on behalf of the Foundation, and cause to be executed and delivered for the Foundation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities. (e) Delegate the performance of any duties or exercise of any powers to such officers or agents as may from time to time by resolution be designated.
Section 3. Number of Directors. The authorized number of at-large directors shall consist of seven (7) directors unless changed by amendment to these Bylaws. The exact number of directors shall be fixed, within those limits, by a resolution adopted by the Board of Directors. Any change in the number of directors shall be made by resolution.
In addition, the City of San Bernardino Animal Services Director, serving as the Chief Executive Officer of the Foundation, and the Agency Director of Administrative Services, serving as the Chief Fiscal Officer of the Foundation, shall serve as ex officio members of the Board of Directors.
Section 4. Terms and Selection of Directors. Each at-large Director shall serve a minimum of four (4) years. The City of San Bernardino Animal Services Director (Chief Executive Officer) and the City of San Bernardino Agency Director of Administrative Services (Chief Fiscal Officer) shall serve as ex officio members of the Board of Directors.
The City Council or its designee shall appoint at least five (5) but no more than seven (7) members of the Board of Directors through an application and selection process. Each director shall hold office for a term of four (4) years and until his or her successor shall have been selected and qualified. Terms shall be staggered in such a 4 way that a minimum of one director is appointed each year. The initial terms of office for directors may be less than two years to avoid the need for appointing or reappointing all directors in the same year.
Section 5. Vacancies. All vacancies occurring because of the expiration of terms or for other reasons shall be filled by the Board of Directors through an application and selection process. A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of the death, resignation, or removal of any director. Any person selected to fill a vacancy on the Board of Directors shall hold office for the remaining of his or her predecessor in office, subject to the power of removal contained herein. (a) Resignations. Except as provided in this paragraph, any director may resign, which resignation shall be effective on giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the resignation to become effective. If the resignation of a director is effective at a future time, the resignation becomes effective then. No director may resign when the Foundation would then be left without a duly elected director or directors in charge of its affairs. (b) No Vacancy or 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.
(c) Removal of Directors by City Council. The City Council may remove any director without cause by a majority vote of the City Council. (d) Removal of Directors by Board of Directors. Directors may forfeit their positions on the Board if they have three consecutive absences without good cause and a majority of the remaining directors vote to remove such directors. Such action by the Board of Directors may be taken at any meeting of such Board upon the initiative of any director. The proceedings of the Board of Directors in such matters shall be approved by the City Council.
ARTICLE VIII: BOARD OF DIRECTORS MEETINGS
Section 1. Regular Meetings.
1) Annual Meeting of the Foundation. The Board of Directors shall conduct an annual meeting in the month of June, at which the Board shall, at a minimum:
present a summary of the events and activities of the year; present an Annual Financial Report of the receipts and expenditures, and the state of the monies and property of the Foundation; present and adopt a budget for the upcoming fiscal year; and elect officers of the Board for the ensuing year.
2) Other Regular Meetings. Other regular meetings of the Board of Directors may be held at such days and times as the Board of Directors may from time to time designate on at least a quarterly basis.
(b) Special Meetings. Special meetings of the Board of Directors for any 5 purpose may be called at any time by the President, or any Vice President, or any two directors.
Section 3. Notice of Meeting.
(a) Written notice of every regular meeting shall be given each at-large Director at least seven (7) days before each meeting. Notice may be delivered personally by mail or by e-mail to the last known address of the addressee and, if mailed, is complete upon mailing. Written notice of any meeting shall also be given pursuant to this subsection to any person who requests such notice in writing.
(b) An agenda listing the matters to be considered at each meeting shall be given to each Director, and to any person so requesting at least seven (7) days before the meeting.
Section 4. Place of Meeting. Meetings of the Board of Directors shall be held at the Foundation’s principal office, and from time to time, at any place within the City of San Bernardino, which has been designated by resolution of the Board or by written consent of all members of the Board.
Section 5. Open Meetings. All meetings of the Board of Directors shall be open and public, and all persons shall be permitted to attend any meeting of the Board.
Section 6. Quorum. A majority of the total number of directors constitutes a quorum to transact any business. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of the California Nonprofit Corporation Law, especially those provisions relating to (i) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (ii) creation of and appointments to committees of the Board, and (iii) 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. Manner of Acting. The act of the majority of the directors present at a meeting which a quorum is present shall be the act of the directors.
Section 8. Voting. Each director shall be entitled to cast one vote on each matter submitted to a vote of the directors.
Section 9. Proxy. There shall be no proxy voting permitted for the transaction of any of the business of the Foundation.
Section 10. Minutes of Meeting and Conduct. Regular minutes of the meetings of the Board of Directors shall be kept in a book/journal for that purpose. The President of the Board shall preside at meetings of the Board of Directors. The Board of Directors may adopt its own rules of procedure to supersede Rosenberg’s Rules of Order, insofar as such rules are not inconsistent with, or in conflict with, these Bylaws, the Articles of incorporation of the Foundation, or with the law.
6 Section 10. Compensation and Expenses. No Director shall receive any salary or other similar compensation for any services as director, however the Board of Directors may authorize the reimbursement of actual and necessary expenses incurred by individual Directors performing duties as Directors.
ARTICLE IX: OFFICERS
Section 1. Officers. The officers of the Foundation shall be a President, a Vice- President, and a Secretary.
Section 2. Appointment of Officers. The Board of Directors shall elect the officers of the Foundation from among the members of the board at its Annual Meeting in June.
Each officer shall serve a term of one year or until the appointment of his or her replacement. Officers may serve additional terms if approved by the Board.
Section 3. Removal of Officers. The Board of Directors may remove any officer, with or without cause, at any regular or special meeting of the Board.
Section 4. Vacancies in Offices. In the event of a vacancy in any office due to death, resignation, removal, or disqualification, the Board of Directors shall appoint any director to serve the remaining term of the vacated office, through an application and selection process.
Section 5. Responsibilities of Officers.
(a) President. The President shall preside over meetings of the Board. The President shall execute, with the Secretary, in the name of the Foundation all deeds, bonds, contracts, and other obligations and instruments authorized by the Board of Directors to be executed. The President, with assistance from the City of San Bernardino Animal Services Director, shall present a budget for approval of the Board at the annual meeting. The President shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws. The President shall have a vote on all matters. (b) Vice President. In the absence or disability of the President, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the President. (c) Secretary. The Secretary shall be responsible for following:
1) Agendas. The secretary shall prepare the agendas for the meetings. 2) Book of Minutes. The Secretary shall keep or cause to be kept, a book of minutes of all meetings and actions of directors and committees of directors, with the time and place of holding, 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 meetings, and the proceedings of such meetings. In 7 case of absence or disability of the Secretary or his or her refusal or neglect to act, such notices may be provided by the President, the Vice-President, or by the Board of Directors, and shall discharge such other duties a pertain to the office or as prescribed by the Board of Directors. Copies of the minutes of the Board of Directors and of the committees shall be regularly distributed to each member of the Board of Directors. 3) Records. The secretary shall keep, or cause to be kept the names and addresses of all directors.
4) Notices and Other Duties. The Secretary shall give, or cause to be given, all required notices of the meetings of the Board of Directors. The Secretary shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.
ARTICLE X:_ CHIEF EXECUTIVE OFFICER
Section 1. Appointment. The City of San Bernardino Animal Services Director shall serve as the Chief Executive Officer of the Foundation beginning on the date the Board of Directors adopts these Bylaws.
Section 2. Responsibilities. The Chief Executive Officer shall:
(a) Serve as the chief executive and administrative officer of the Foundation; (b) Implement the policies and programs set forth by the Board of Directors; (c) Coordinates and oversees the activities of the Foundation; (d) Monitor day-to-day Foundation operations;
(e) Report to the Board of Directors on a regular basis regarding Foundation activity updates;
(f) Sell, lease or exchange any Foundation personal, mixed, or real property as may be directed by the Board of Directors;
(g) Shall execute and deliver deeds, assignments, transfers, mortgages pledges, leases, covenants, promissory notes, releases, and other instruments, sealed or unsealed, incident to any transaction in which the Foundation engages. (h) Present, with assistance from the Chief Fiscal Officer, a Foundation budget for approval of the Board at the annual meeting.
ARTICLE XI:_ CHIEF FISCAL OFFICER
Section 1. Appointment. The Agency Director of Administrative Services of the City of San Bernardino shall serve as the Chief Fiscal Officer of the Foundation beginning 8 on the date the Board of Directors adopts these Bylaws.
Section 2. Responsibilities.
(a) Fiscal Year – the fiscal year of the Foundation shall begin on the first day of July and end on the last day of June in each year.
(b) Books of Account - The Chief Fiscal Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of the properties and business transactions of the Foundation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements.
(c) Deposit and Disbursement of Money and Valuables - The Chief Fiscal Officer shall deposit all money and other valuables, including donations, in the name and to the credit of the Foundation with such depositories as may be designated by the Board of Directors; shall disburse the funds of the Foundation as may be ordered by the Board of Directors; shall render to the President and Directors, an account of all transactions and the financial condition of the Foundation; and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws. (d) Investment of Funds - The Chief Fiscal Officer shall invest and reinvest the distributable income of the Foundation on deposit with the Chief Fiscal Officer in such property, real, personal, or mixed, as deemed advisable by the Chief Fiscal Officer. Unless a restricted donation provides otherwise, "distributable income" means the total holdings of the Foundation, principle, and interest, less $2,500, which shall serve as the minimum holding of the Foundation. No principal or income shall be loaned to the Chief Fiscal Officer or to any director officer, or person that has at any time made a contribution to the Foundation. In any event, loans shall be made on the basis of an adequate interest charge and with adequate security.
(e) Borrowing - The Chief Fiscal Officer shall borrow money as directed by the Board of Directors and authorized by resolution.
(f) Annual Report - The Chief Fiscal Officer shall prepare an Annual Report to the Board of Directors not later than 180 days after the close of the Foundation’s fiscal year. Such report shall contain in appropriate detail the following information, duly certified by the Chief Fiscal Officer:
1) Assets and liabilities, including trust funds of the Foundation as of the end of the fiscal year;
2) Principal changes in assets and liabilities, including trust funds, during the fiscal year;
3) Revenue or receipts of the Foundation, both restricted and unrestricted to particular purposes, for the fiscal year;
4) Expenses or disbursements of the Foundation, for both general and restricted purposes, during the fiscal year; and
5) Any information as required by California Corporations Code, Section 6322.
9 ARTICLE XII: COMMITTEES
Section 1. Committees of Directors. The Board of Directors may designate one or more committees of directors, each consisting of two or more directors, to serve at the pleasure of the Board. Such committees shall be designated by resolution. Any committee, excepting advisory committees, shall have all the authority of the Board to the extent provided in the resolution of the Board, except that no committee regardless of Board resolution may:
(a) Take any final action on matters which, under the Nonprom Corporation Law of California, requires approval of the entire Board; (b) Fill vacancies in 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 nor repealable;
(e) Appoint any other committees of the Board of Directors or the members of these committees;
(f) Approve any the following types of transactions: (1) transactions in which one or more directors have a material financial interest; (2) transactions between the Foundation and one or more of its directors; or transactions between the Foundation and any person in which one or more of its directors have a material financial interest.
Section 2. Executive Committee.
(a) The Board of Directors may establish an Executive Committee. If so established, the Executive Committee shall be chaired by the President and shall consist of the President, Vice-President, and Secretary, and immediate past-President, if the immediate past-President is not holding another office. The Executive Committee shall have the power to act between meetings of the entire Board, to make recommendations to the Board, to pay bills of the Foundation, to approve contracts and purchase orders on behalf of the Board, not to exceed $5,000 per contract or purchase, answer legal and taxing authority correspondence, and to accept gifts, bequests, endowments, grants, and donations less than $50,000. Authority remains with the Board and any interim action must be ratified by the Board at its next meeting. (b) Meetings of the Executive Committee shall be governed by, and held and taken in accordance with these Bylaws, concerning meetings of directors, with such changes in the context of those Bylaws as are necessary to substitute the committee for the Board of Directors, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee.
Minutes shall be kept of each meeting of the Executive Committee and shall be filed with the corporate records.
10 Section 3. Advisory Committees. The Board of Directors may establish one or more advisory committees, each comprised of two or more directors, but no more than a majority of the total number of directors, to serve at the pleasure of the Board. Such committees shall be established by resolution. These advisory committees shall act only in an advisory capacity to the Board of Directors and shall be clearly titled as "advisory'' committees.
ARTICLE XII: INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER AGENTS Section 1. Right of Indemnity. To the fullest extent permitted by law, this Foundation shall indemnify its Directors, Officers, employees, and other persons described in Section 5238 (a) of the California Corporations codes, including persons formerly occupying 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, and including any 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 by this bylaw, shall have the same meaning as in Section 5238 (a) of the California Corporations Code.
Section 2. Insurance. The Board of Directors shall adopt a resolution authorizing the purchase and maintenance of insurance on behalf of the Foundation’s Officers, Directors, employees, and other agents, against any liability asserted against or incurred by the Officer, Director, employee, or agent in such capacity or arising out of the Officer’s, Director’s, employee’s or agent's status as such, whether or not this Foundation would have the power to indemnify the agent against that liability.
ARTICLE XIII: CHECKS, CONTRACTS, LOANS, AND GIFTS
Section 1. Execution of Checks and Drafts. 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, shall be signed or endorsed by agent or agents of the Foundation (authorized City of San Bernardino personnel), including the Chief Fiscal Officer.
Section 2. Execution of Contracts. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or agent to enter into any contract or execute any instrument on behalf of the Foundation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, or these Bylaws, no person shall have any power or authority to bind the Foundation by any contract or to pledge its credit to render it liable for any purpose or to any amount.
Section 3. Loans. The Board of Directors 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.
Section 4. Borrowing. No loan shall be contracted on behalf of the Foundation 11 and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.
Section 5. Gifts. The Board of Directors may, at their discretion, accept on behalf of the Foundation, any contribution, gift, bequest, or device for the general purpose of for any specific purpose of the Foundations.
ARTICLE XIV: CONFLICT OF INTEREST
No member of the Board of Directors shall be financially interested in any contract or other transaction entered into by the Board of Directors, and any contract or transaction entered into in violation of this is void. No director may utilize information obtained by reason of Board membership for personal gain, and the Board of Director may recover any such gain realized.
ARTICLE XV: MAINTENANCE OF RECORDS AND AMENDMENTS
Section 1. Maintenance of Records. The Foundation shall keep the original or a copy of the Articles of Incorporation, these Bylaws as amended to date, the accounting books, records, and minutes of proceedings of the Board of Directors and any committees of the Board of Directors at the principal executive office of the Foundation or such place or places designated by the Board of Directors by resolution.
Section 2. Amendment of Articles of Incorporation. The Board of Directors may amend the Articles of Incorporation by resolution by a two-thirds vote of the Board of Directors. Notwithstanding the above, this Foundation shall not amend its Articles of Incorporation to alter any statement that appears in the original Articles of Incorporation of the names and addresses of the first Directors of this Foundation, nor the name and address of its initial agent, except to correct an error in such statement or to delete such statement after the Foundation has filed a "Statement by a Domestic Non-Profit Corporation" pursuant to Section 6210 of the California Nonprofit Corporation Law.
Section 3. Amendment of Bylaws. Amendments of these Bylaws may be adopted by resolution of the Board of Directors approved by two-thirds of the quorum present at such meeting.
Section 4. Rules. The Board of Directors may adopt, amend, or repeal rules not inconsistent with these Bylaws for the management of the internal affairs of the Foundation, and the governance of its officers, agents, committees, and employees.
ARTICLE XVI: DISSOLUTION
The Foundation shall continue in perpetuity, unless it is dissolved by a two-thirds vote of the Board of Directors and a resolution of the City of San Bernardino City Council.
Upon such dissolution, the assets of the Foundation shall revert to the City of San 12 Bernardino, to be distributed exclusively for purposes that are consistent with the purpose of the Foundation.
ARTICLE XVII: MEMBERSHIP
The Foundation shall have no members within the meaning of the California Nonprofit Corporation Law. Any action which would otherwise require approval by such members shall require approval of the Board of Directors and the City of San Bernardino City Council.
ARTICLE XVIII: CONSTRUCTION AND DEFINITIONS
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, 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 corporation and a natural person.
ARTICLE XIX: CERTIFICATE OF SECRETARY
A Certificate of the Secretary of this Foundation shall be affixed to the original, or most recent amended version of the Bylaws, such Certificate to be in the following form:
CERTIFICATION OF SECRETARY
I DO HEREBY CERTIFY AS FOLLOWS:
That I am the duly elected, qualified and acting Secretary of the above named Foundation, that the foregoing BYLAWS were adopted by the Directors of said Foundation as the BYLAWS said Foundation on (date), and by the members on (date).
IN WITNESS THEREOF, I have hereunto set by hand this (day) of (month).
Board Secretary