AMENDED BY
SMCF RESOLUTION NO. 2022-272025 -xx
BYLAWS OF
SAN MARCOS COMMUNITY FOUNDATION
A California Nonprofit Public Benefit Corporation
ARTICLE 1. NAME
Section 1.1 Name. The name of this corporation is SAN MARCOS COMMUNITY FOUNDATION.
ARTICLE 2. OFFICES
Section 2.1 Principal Office. The principal office of the corporation for the transaction of business is 1 Civic Center Drive, San Marcos, California 92069.
Section 2.2 Change of Location. The Board of Directors ("Board") may change the principal office from one location to another. Any change of location of the principal office shall be noted by the Secretary on these bylaws opposite Section 2.1 or Section 2.1 may be amended to state the new location. The Board may, at any time establish branch or subordinate offices at any place or places where the corporation is qualified to conduct its activities.
ARTICLE 3. PURPOSES AND LIMITATIONS
Section 3.1 General Purpose. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the California Nonprofit Public Benefit Corporation Law for public and charitable purposes.
Section 3.2 Specific Purposes. Within the context of the general purposes stated above, this corporation shall provide financial and other assistance to programs which benefit the City of San Marcos or its residents. Such programs shall include, but not be limited to the following:
(a) Senior programs, including but not limited to programs such as free transportation by van or mini-bus for senior citizens to the senior center, and grants for meals-on-wheels.
(b) Children and youth sports, including, but not limited to, funding for athletic equipment and uniforms for youth soccer or other sports, and payment 2 of sports-related transportation and initiation fees for students otherwise unable to pay for these programs.
(c) Drug and alcohol abuse prevention including funding for programs to educate youth to prevent abuse ofabout the dangers of alcohol and drugs, and support for students against drunk driving..
(d) Day care for pre-school and latch-key children.
(e) Support for cultural events or institutions within the City of San Marcos including, but not limited to, Friends of the Library and the Historical Society.
(f) Agencies requesting grant monies from the San Marcos Community Foundation shall be limited to two (2) grant awards, for different projects/programs, per calendar year.
Section 3.3 Prohibitions. This corporation is organized exclusively for charitable purposes within the meaning of §501(c)(3) of the Internal Revenue Code of 1954, as amended, or the c orresponding provision of any future United States Internal Revenue Law. Notwithstanding any other provisions of these Articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation, and the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under §501(c)(3) of the Internal Revenue Code of 1954, as amended, or the corresponding provision of any future United States Internal Revenue Law, or (b) by a corporation, contributions to which are deductible under §170(c)(2) of the Internal Revenue Code of 1954, as amended, or the corresponding provision of any future United States Internal Revenue Law.
Section 3.4 Limitations
(a) No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate in or intervene in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office.
(b) All corporate property is irrevocably dedicated to the purposes set forth in Sections 3.1 and 3.2, above. No part of the net earnings of this corporation shall inure to the benefit of any of its Directors, creditors, trustees, officers, private shareholders or members, or to individuals.
(c) On the winding up and dissolution of this corporation, after paying or adequately providing for the debts, obligations, and liabilities of the corporation, the remaining assets of this corporation shall be distributed to such organization 3 (or organizations) organized and operated exclusively for charitable purposes which has established its tax-exempt status under §50 1 (c)(3) or the Internal Revenue Code of 1954, as amended, (or the corresponding provision of any future United Sates Internal Revenue Law), and which has established its tax-exempt status under §2370 1 (d) of the California Revenue and Taxation Code (or the corresponding section of any future California revenue and tax law).
(d) The corporation will distribute its income for each tax year at such time and in such manner as not to become subject to the tax on undistributed income imposed by §4942 of the Internal Revenue Code of 1954, as amended, or corresponding provisions of any later Federal tax laws.
(e) The corporation will not engage in any act of self-dealing as defined in §494l(d) of the Internal Revenue Code of 1954, as amended, or corresponding provisions of any later Federal tax laws.
(f) The corporation will not retain any excess business holdings as defined in §4943(c) of the Internal Revenue Code of 1954, as amended, or corresponding provisions of any later Federal tax laws.
(g) The corporation will not make any investments in such manner as to subject it to tax under §4944 of the Internal Revenue Code of 1954, as amended, or corresponding provisions of any later Federal tax laws.
(h) The corporation will not make any taxable expenditures as defined in §4945(d) of the Internal Revenue Code or 1954. as amended, or corresponding provisions of any later Federal tax laws.
ARTICLE 4. MEMBERSHIP
Section 4.1 No Members. This corporation shall have no members.
ARTICLE 5. POWERS OF DIRECTORS
Section 5.1 Authority in Board. Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations or the articles of incorporation or bylaws, the corporation's activities and affairs shall be managed, and all corporate power shall be exercised, by or under the direction of the Board.
Section 5.2 Specific Powers. Without prejudice to the general powers set forth in Section 5.1 of these bylaws, but subject to the same limitations, the Directors shall have the power to:
(a) Appoint and remove, at the pleasure of the Board, all the corporation's officers, agents and employees; presc ribe powers and duties for 4 them that are consistent with the law, with the articles of incorporation, and with these bylaws; fix their compensation, and require from them security for faithful performance of their duties.
(b) Change the principal office or the principal business office in California from one location to another so long as the new location is within the jurisdictional boundaries of the City of San Marcos; cause the corporation to be qualified to conduct its activities in any state, territory, dependency, or country; conduct its activities within or outside California; and designate any place within or outside California for holding any meeting of the Directors.
(c) Adopt and use a corporate seal and alter the forms of the seal.
(d) Borrow money and incur indebtedness on behalf of the c orporation and cause to be executed and delivered for the corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidence of debt and securities.
(e) To invest and reinvest all or any part of corporate funds in money market accounts, treasury bills, time deposits, checking accounts, savings accounts, bonds, shares of investment trusts and investment companies and common or preferred stock which is publicly traded, or in any other investment which the Board determines is prudent under the circumstances.
(f) To hold securities in the name or the co rporation, to vote, give proxies, and pay assessments; to participate in voting trusts, pooling arrangements, foreclosures, reorganizations, consolidations, mergers and liquidations, mid to transfer title as part of any purchase or sale.
(g) To manage, control, grant options on, lease, sell, for cash or on deferred payments, convey, exch ange, partition, divide, improve, restore, and repair corporate property.
(h) To initiate or defend, at the expense of the corporation, any litigation relating to the corporation or any property of the corporation the Board considers advisable, and to compromise or otherwise adjust any claims or litigation against or in favor of the corporation.
(i) To ca rry insurance of the kinds and in the amounts the Board considers advisable, at the expense of the corporation, including errors and omissions insurance for the Directors.
(j) To purchase or lease space for the c orporation and to pay for materials, supplies, equipment, furniture, and furnishing on such terms as the Board deems advisable.
5 ARTICLE 6. APPOINTMENT AND TERM OF DIRECTORS
Section 6.1 Number of Directors. The authorized number of Directors shall be seven (7), as well as one (1) alternate member who may participate in voting only in the absence of a seated Director. The number of Directors may be amended by resolution of the City Council.
Section 6.2 Quorum. Four (4) members of the Board of Directors shall constitute a quorum for the transaction of business.
Section 6.3 Qualifications. All Directors shall be adults and, either , and residents of San Marcos in, or have a business in, the City of San Marcos.
Section 6.4 Restrictions on Interested Persons as Directors. No more than two (2) of the persons serving on the Board may be interested persons. An interested person is (a) any person compensated by the corporation for services rendered to it within the previous twelve (12) months, whether as a full -time or part-lime employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director; and (b) any brother, sister, ancestor, decedent, spouse, brother-in-law, sister- in-law, son-in-law, daughter-in-law, mother -in-law, or father -in-law of such person.
However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the co rporation. Nothing in this section shall be construed to authorize payment of compensation to any Director for services as Director.
Section 6.5 Appointment of Directors . All Directors of the corporation shall be appointed by the Mayor of the City of San Marcos with City Council concurrence.
Section 6.6 Term of Office. Each Board member shall be appointed to serve for a period of two (2) ye ars. To ensure continuity of Board members, the City Council shall initially appoint three (3) Board members for a three (3) year term, three (3) Board members for a two (2) year term, and three (3) Board members for a one (1) year term. Thereafter aAll Board members shall serve for a period of two (2) years. EAach Director whose term has expired may continue toshall hold office until a successor has been designated and qualified. A Board member may be reappointed to any number of consecutive terms.
Section 6.7 Events Causing Vacancy. A vacancy or vacancies on the Board shall exist on the occurrence of the following (a) the death, effective as of the date of death, or resignation, effective pursuant to section 6.9 , of any Director; o r (b) the declaration by resolution of the Board of a vacancy in the office of a Director who: (i) has been declared of unsound mind by an order of the court, convicted of a felony, or found by final order or judgment of any court to have breached the duty under Article Three of Chapter Two of the California Nonprofit Public Benefit Corporation Laws; (cii) A director has missed 3 consecutive meetings without notice or excused absence;. or (diii) a Director is no longer a resident or business owner within the City of San Marcos. 6 Section 6.8 Vacancies. Vacancies in the Board of Directors shall be filled by the Mayor of the City of San Marcos, with City Council concurrence. A successor Director so appointed shall serve for the unexpired term of his predecessor.
Section 6.9 Resignations. Except as provided below, any Director may resign by giving written notice to the chairman of the Board, if any, or the secretary of the Board.
The resignation shall be effective when notice is given unless it specifies a later time when the resignation will become effective. Except on notice to the Attorney General of California, no Director may resign if the corporation will would be left without a duly elected Director or Directors.
Section 6.10 Reduction of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director's term of office expires.
Section 6.11 Compensation. The Directors shall receive no compensation for their services as Directors.
ARTICLE 7. DIRECTORS MEETINGS
Section 7.1 Place. Meetings of the Board shall be held at any place within the City of San Ma rcos, County of San Diego, California that has been designated by resolution of the Board or in the notice of the meeting, or if not so designated, at the principal office of the corporation.
Section 7.2 Time and Date. The meetings of the Directors shall be on the third Tuesday of the months of February, May, August and November at 6:00 p.m.
Notice shall be given of any regular meeting by publication in a newspaper of general circulation throughout San Marcos at least ten (10) calendar days in advance of the meeting. Meeting dates and times may be altered by resolution of the Board of Directors.
Section 7.3 Meetings – Compliance with Brown Act. by Telephone. Any meeting may be held by conference telephone or similar communication equipment as long as all Directors participating in the meeting can hear one another. All such Directors shall be deemed to be present in person at such a meeting. All meetings shall be held in accordance with applicable provisions of the California Corporations Code, as well as the Ralph M. Brown Act (“Brown Act”). Remote participation by Directors shal l be permitted so long as it is in compliance with the Corporations Code, the Brown Act, and these Bylaws.
Section 7.4 Other Regular Meetings. Other regular meetings of the Board may be held with appropriate notice pursuant to the Brown Act at such time and place as the Board may fix from time to time.
7 Section 7.5 Special Meetings. Special meetings of the Board for any purpose may be called at any time with appropriate notice pursuant to the Brown Act by the chairman of the Board., if any, the president, any vice-president, the secretary, or any two (2) Directors.
Section 7.6 Notice. Notice of the time and place of anya special meeting at which members are permitted to take action shall be given to each Director , pursuant to Corporations Code section 5511, by one of the following methods:.
(a) By personal delivery of written notice;
(b) By email; or
(a)
(b)(c) By first class mail, postage prepaid.;
(c) By telephone, either directly to the Director or to a person at the Director's office who would reasonably be expected to communicate that notice promptly to the Director; or
(d) By telegram, charges prepaid.email.
All such notices shall be given or sent to the Director's address or telephone number as shown on the records of the corporation.
Section 7.7 Time Requirements . Notices to members required to be sent pursuant to section 7.6, above, sent by first class mail shall be deposited in the United States mail at least twenty-four hoursfour (4) days before the time set for the meeting.
Notices given by personal delivery, telephone. or telegraph email shall be delivered, telephoned, or emailed given to the telegraph company at least forty-eightTwenty-four (4824) hours before the time set for the meeting.
Section 7.8 Quorum. Four (4) Directors shall constitute a quorum for the transaction of business, except to adjourn. Every action taken or decision made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be the act of the Board, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, inc luding, without limitation, those provisions relating to (a) approval of contracts or transactions in which a Director has a direct or indirect material financial interest, (b) approval of certain transactions between corporations having common directorships, (c) creation of appointments to committees of the Board, and (d) indemnification of Directors. A meeting at which a quorum is initially present may continue to transact business despite the withdrawal of Directors if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
Section 7.9 Waiver of Notice . Notice of a meeting need not be given to any Director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver 8 of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any Director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her.
Section 7.10 Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.
Section 7.11 Notice of Adjourned Meeting. Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than twenty-four (24) hours. Notice of any adjournment to another time and place shall be given, before the limetime of the adjourned meeting, to the Directors who were not present at the time of the adjournment.
Section 7.12 Action Without Meeting . Any action that the Board is required or permitted to take may be taken without a meeting if all members of the Board consent in writing to the action; provided, however, that the consent of any Director who has a material financial interest in a transaction to which the corporation is a party and who is an "interested Director" as defined in §5233 of the California Corporations Code shall not be required for approval of the transaction. Such action by written consent shall have the same force and effect as any other validly approved action of the Board. All such consents shall be filed with the minutes of the proceedings of the Board.
Section 7.13 Committees. The Board, by resolution adopted by a majority of the Directors then in office, provided a quorum is present, may create one (1) or more committees, each consisting of two (2) Directors and no persons who are not Directors to serve at the pleasure of the Board. Appointments to committees of the Board shall be by majority vote of the Directors then in office. The Board may appoint one (1) or more Directors as alternate members of any such committee, who may replace any absent member at any meeting. Any such committee, to the extent provided in the Board resolution, shall have all the authority of the Board, except that no committee, regardless of Board resolution, may:
(a) Take any final action on any matter that, under the California Nonprofit Public Benefit Corporation Law, also required approval of the members or approval of a majority of all members;
(b) Fill vacancies on the Board or on any committee that has the authority of the Board.
(c) Amend or repeal bylaws or adopt new bylaws.
(d) Amend or repeal any resolution of the Board that by its express terms is not so amendable or repealable.
9 (e) Create any other committees of the Board or appoint the members of committees of the Board.
(f) Approve any contract or transaction to which the corporation is a party and in which one or more of its Directors has a material financial interest, except as special approval is provided for in §5233(d)(3) of the California Corporations Code.
Section 7.14 Advisory Committees. The Board, by resolution adopted by a majority of the Directors then in office, provided a quorum is present, may create one (1) or more Advisory Committees to serve at the pleasure of the Board. The Advisory Committees will be comprised of persons who are not Directors but whose involvement will increase the Foundation's standing in, and understanding of, the community. Each Advisory Committee member is expected to:
(a) Be willing to have their name be associated with the San Marcos Community Foundation in written materials, and on the website.
(b) Provide frank and helpful input about community needs and emerging trends potentially impacting San Marcos and its residents.
(c) Be available for occasional phone or face-to-face discussion about the San Marcos Community Foundation's needs and offer advice and counsel.
(d) Speak favorably about the Foundation to community members as appropriate.
(e) Sign letters of support to individuals or entities as appropriate.
(d) Participate in the annual Advisory Committee meeting, which is meant to provide assistance and input to the Directors.
(e)
(f) Support committees as needed, including fundraising committee
Section 7.15 Meetings and Actions of Committees . Meetings and actions of committees of the Board shall be governed by, held, and taken in accordance with the provisions of these bylaws concerning meetings and other Board actions, except that the time for regular meetings of such committees and the calling of special meetings of such committees may be dete rmined either by Board resolution or, if there is none, by resolution of the committee of the Board. Minutes of each meeting of any committee of the Board shall be kept and shall be filed with the corpora tion records. The Board may adopt rules for the government of any committee, provided they are consistent with these bylaws or, in the absence of rules adopted by the Board, the committee may adopt such rules.
ARTICLE 8. OFFICERS
10 Section 8.1 Officers. The officers of the corporation shall be a president, a secretary, and a chief financial officer. The corporation may also have, at the Board's discretion, a chairman of the Board, one or more vice-presidents, one or more assistant secretaries, and such other officers as may be appointed in accordance with Section
8.35.2 of these bylaws. Any number of offices may be held by the same person, except that neither the secretary nor the chief financial officer may serve concurrently as either the president or the chairman of the Board. The officers of the corporation shall receive no compensation for their services tlo the corporation.
Section 8.2 Election of Officers. The officers of the corporation , except those appointed under Section 8.3 of these bylaws, shall be chosen annually by the Board and shall serve at the pleasure of the Board, subject to the rights, if any, of any officer under any contract of employment.
Section 8.3 Removal of Officers . Without prejudice to any rights of an of ficer under any contract of employment, any officer may be removed with or without cause by the Board and also, if the officer was not chosen by the Board, by any officer on whom the Board may confer the power of removal.
Section 8.4 Resignation of Officers. Any officer may resign at any time by giving notice to the corporation. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to the rights , if any, of the corporation under any contract to which the officer is a party.
Section 8.5 Vacancies in Office . A vacancy in any office resulting from death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office, provided, however, that vacancies need not be filled on annual basis.
Section 8.6 President. The president shall be the general manager of the corporation and shall supervise, direct, and control the corporation's activities, affairs, and officers. The president shall preside at all Board meetings. The president shall have such other powers and duties as the Board, or the bylaws, may prescribe.
Section 8.7 Vice-Presidents. If the president is absent or disabled, the vice- presidents, if any, in order of their rank as fixed by the Board, or, if not ranked, a vice- president designated by the Board, shall perform all duties of the president. When so acting, a vice-president shall have all powers of and be subject to all restrictions on the president. The vice-presidents shall have such other powers and perform such other duties as the Board or the bylaws may prescribe.
Section 8.8 Secretary Minutes. The secretary shall keep or cause to be kept, at the corporation's principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board, of committees of the 11 Board. The minutes of meetings shall include the time and place that the meeting was held, whether the meeting was annual, regular, or special, and, if special, how authorized, the notice given, the names of those present at Board and committee meetings, and the number of members present or represented at members' meetings. The secretary shall keep or cause to be kept, at the principal office in California, a copy of the articles of incorporation and bylaws, as amended to date. The City of San Marcos will provide secretarial services and other services as required by the Board to assist the secretary in the performance of his or her duties. Such services shall be provided at no cost to the Board. The Board may retain the services of other individual(s) and/or entities to perform secretarial services on behalf of the corporation, and determine remuneration, if any, for the same.
Section 8.9 Other Secretarial Duties. The secretary shall give, or cause to be given, notice of all meetings of the Board and of committees of the Board required by these bylaws to be given. The secretary shall keep the corporate seal in safe custody and shall have such other powers and perform such other duties as the Board or the bylaws may prescribe.
Section 8.10 Chief Financial Officer . The chief fin ancial officer shall keep and maintain, or cause to be kept and maintained, adequate, and con-eelcomplete books and accounts of the corporation's properties and transactions. The chief financial officer shall send or cause to be given to the Directors such financial statements and reports as are required to be given by law, these bylaws, or by the Board. The books of account shall be open to the inspection by any Direc tor at all reasonable times. The chief financial officer shall ensure that qu arterly financial statements are prepared in accordance with standard accounting practices. These financial statements shall be submitted to the manager of the City of San Marcos. The City of San Marcos will provide financial and investment services and other financial and accounting services as required by the Board to assist the chief financial officer in the performance of his or her duties. Such services shall be provided at no cost to the Board. Notwithstanding the foregoing, the Board may retain the services of other qualified and experienced individual(s) and/or entities to perform grant administration services on behalf of the corporation, and determine remuneration, if any, for the same.
Section 8.11 Money and Valuables. The chief financial officer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as the Board may designate, shall disburse the corporation's funds as the Board may order, shall render to the president, chairman of the Board, if any, and the Board, when requested, an account of all transactions as chief financial officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as the Board or the bylaws may prescribe.
Section 8.12 Bond. If required by the Board, the chief financial of ficer shall give the corporation a bond in the amount and with the surety or sureties specified by the Board for faithf ul performance of the duties of the office and for restoration to the corporation of all of its books, papers, vouchers, money, and other property of every kind 12 in the possession or under the control of the chief financial officer on his or her death, resignation, retirement, or removal from office.
Section 8.13 Indemnity. To the fullest extent pe rmitted by law, this corporation shall indemnify its Directors, officers. employees, and other persons described in §5238(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding", as that term is used in that section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section. "Expenses", as used in this bylaw, shall have the same meaning as in §5238(a) of the California Corporations Code.
Section 8.14 Approval of Indemnity . On written request to the Board by any person seeking indemnification under §5238(b) or §5238(c) of the California Corporations Code, the Board shall promptly determine under §5238(e) of the California Corporations Code whether the applicable standard or conduct set forth in §5238(b) or §5238(c) has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of Directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of Directors who are not parties to that proceeding, the Board shall promptly submit the matter to the San Marcos City Council. At that meeting, the San Marcos City Council shall determine under §5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in §5238(b) or §5238(c) has been met and, if so, the City Council members at the meeting, in person or by proxy, shall authorize indemnification.
Section 8.15 Advancement of Expenses . To the fullest extent permitted by law and except as otherwise d etermined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Sections 8.15 and 8.16 of these bylaws in defending any proceeding covered by those sections shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the corporation for those expenses.
Section 8.16 Insurance. The c orporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, Directors, employees, and other agents, against any liability asserted against or incurred by any officer.
ARTICLE 9. RECORDS AND REPORTS
Section 9.1 Records. The corporation shall keep:
(a) Adequate and correct books and records of account.
13 (b) Written minutes of the proceedings of its members, Board, and committees of the Board.
Section 9.2 Articles and Bylaws. The corporation shall keep at its principal office the original or a copy of the articles of inc orporation and bylaws, as amended to date, which shall be open lo inspection at all reasonable times during office hours.
Section 9.3 Right of Inspection . Every Director shall have the absolute right at any reasonable time to inspect the corporation's books, records, documents of every kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the Director's agent or attorney. The right of inspection includes the right to copy and make extracts of documents. The public shall have access to the corporation's books and records in the same manner and subject to the same restrictions as the public has to records of public agencies under the California Public Records Act, Government Code Section 6250, et sequence.
Section 9.4 Annual Report. The Board shall cause an annual report to be sent to all Directors and the San Marcos City Council within 120 days after the end of the corporation's fiscal year. This report shall contain the following information, in appropriate detail, for the fiscal year:
(a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.
(b) The principal changes in assets and liabilities, including trust funds.
(c) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes.
(d) The expenses or disbursements of the corporation for both general and restricted purposes.
(e) Any information required by Section 9.5 of these bylaws.
The annual report shall be accompanied by any report on it of independent accountants or, if there is no such report, by the certificate or an authorized officer of the corporation that such statements were prepared without audit from the c orporation's books and records.
Section 9.5 Annual Statement. As part of the annual report to all Directors, or as a separate document if no annual report is issued, the c orporation shall annually prepare and furnish to each Director a statement of transaction or indemnification of the following kind within 120 days after the end of the corporation's fiscal year:
(a) Any transaction (a) in which the c orporation, its parent, or its 14 subsidiary was a party, (b) in which an "interested person" had a direct or indirect material financial interest, and (c) which involved more than $50,000.00, or was one of a number of transactions with the same interested person involving, in the aggregate, more than $50,000.00. For this purpose, an "interested party" is either of the following:
(1) Any Director or officer of the corporation, its parent, or subsidiary (but mere common directorship shall not be considered such an interest); or
(2) Any holder of more than ten percent (10%) of the voting power of the corporation, its parent, or its subsidiary. The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated.
(b) Any indemnifications or advances aggregating more than $10,000.00 paid during the fiscal year to any officer or Director of the corporation under Section 8.15 through 8.17 of these bylaws.
Section 9.6 Construction. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term "person" includes both a legal entity and a natural person.
ARTICLE 10. AMENDMENTS
Section 10.1 Amendments by Board. The Board of Directors may adopt, amend, or repeal bylaws by an affirmative vote of a majority of the Board of Directors acting at a regular or special meeting of the Board of Directors. Notwithstanding the foregoing, any aAmendments of to sections 6.5, 6.8, and/or 8.14 of these Bylaws , and each of them, also requires the prior written approval, by resolution, of the San Marcos City Council.
Section 10.2 Director Approval Required . Subject to Section 10.1, above, tThe adoption, amendment, or repeal of any bylaw shall not be effective for any purpose until the action has been approved by the vote of a majority of a quorum of the Directors of the corporation acting at a regular or special meeting of the members.
15 CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting secretary of The San Marcos Community Foundation, a California nonprofit public benefit corporation, the above bylaws, consisting of fifteen (15) pages, are the bylaws of this corporation as adopted by the Board of Directors on October 27,1987, Amended March 14, 1989, Amended November 21, 1995, Amended August 16, 2005 , Amended November 21, 2006 and Amended November 15, 2022.1 The bylaws have not been amended or modified since that date.
Executed on November 15August , 20224(Month, 2025) , at San Marcos, California.
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Phillip Scollick, Secretary
1 Bylaws created on October 27, 1987 by City Council Resolution 87-2706, amended on March 14,1989 by City Council Resolution 89-3119, amended on November 21, 1995 by San Marcos Community Foundation Resolution 95-32, amended August 16, 2005 by San Marcos Community Foundation Resolution 05-75, amended November 21, 2006 by San Marcos Community Foundation Resolution 06 - 083, and amended November 15, 2022 by San Marcos Community Foundation Resolution 2022 -27.