2012/07/31 City of Rohnert Park Foundation BylawsBYLAWS OF THE
CITY OF ROHNERT PARK FOUNDATION
A California Non Profit Public Benefit Corporation
Adopted July 31, 2012
BYLAWS OF THE
CITY OF ROHNERT PARK FOUNDATION
TABLE OF CONTENTS
Page
ARTICLE I -NAME AND OFFICES .......................................... ............................... 1
ARTICLE II - OBJECTIVES AND PURPOSE ................................. ............................... 1
ARTICLE III - DIRECTORS ..................................................... ............................... 2
ARTICLE IV - COMMITTEES ................................................... ............................... 3
ARTICLEV - MEMBERS ......................................................... ............................... 3
ARTICLEVI - OFFICERS ........................................................ ............................... 3
ARTICLE VII - MEETINGS ....................................................... ............................... 5
ARTICLE VIII -BOOKS AND RECORDS .................................... ............................... 7
ARTICLE IX - GRANTS, DONATIONS, GIFTS, CONTRACTS, LOANS, ETC .................... 8
ARTICLE X - INDEMNIFICATION OF DIRECTORS AND OFFICERS .............................. 9
ARTICLE XI - INVESTMENTS .................................................. ............................... 10
ARTICLE XII - PURPOSES AND OPERATIONS OF THE CORPORATION ...................... 10
ARTICLE XIII -SEAL AND FISCAL YEAR ................................... ............................... 10
ARTICLE XIV - EXEMPT ACTIVITIES ......................................... ............................... 10
ARTICLE XV - AMENDMENTS ................................................. ............................... 11
BYLAWS OF THE
CITY OF ROHNERT PARK FOUNDATION
ARTICLE I -NAME AND OFFICES
Section 1.1 Name. The official name of the corporation shall be the "City of Rohnert Park
Foundation" (hereinafter referred to as the "Corporation ").
Section 1.2 Principal Office. The business office of the Corporation shall be at 130 Avram
Avenue, Rohnert Park, California 94928, or at such other place as may be designated by the
Board of Directors. The Board of Directors shall have the power and authority to change said
principal office from one location to another, within the City of Rohnert Park, by motion at an
open meeting. Any such change of address will be noted by the Secretary in these Bylaws. The
fixing or changing of such address shall not be deemed an amendment to these Bylaws Section
1.3 Other Offices. Branch or subordinate offices may be established by the Board of Directors at
any time and at any place or places.
ARTICLE II - OBJECTIVES AND PURPOSE
The Corporation has been formed under California Corporations Code Section 5000 et seq.
( "Nonprofit Corporation Law ") for charitable purposes to benefit the community at large, and not
for the private gain of any person or group of persons. No substantial part of the activities of the
Corporation shall consist of political activities or attempting to influence legislation, and the
Corporation shall not participate or intervene in any political campaign on behalf of (or in
opposition to) any candidate for public office. The Corporation shall not, except to an
insubstantial degree, engage in any activities or exercise any powers that are not in furtherance
of the charitable purposes described in its Articles of Incorporation.
The specific purpose of the Corporation is to raise and manage funds in connection with the
development of civic projects in the City of Rohnert Park (hereinafter "City "), which may include,
but is not limited to, facilities, ceremonies, festivals, anniversaries, tournaments or other facilities
or events advancing the spirit of community and open and accessible to all members of the
public. The Corporation is irrevocably dedicated to charitable purposes and no part of the
income or assets of this corporation shall inure to the benefit of any director, officer or member
thereof or to the benefit of any private person or group.
While persons making contributions or donations to the Corporation cannot specify the
constructive use of the money, consistent with Internal Revenue Service regulations, they can
indicate the general purpose or type of civic projects for which their contribution is intended, and
be assured it will only be used for that general purpose and not comingled with other funds of
the City. At the request of the donor, the contributed funds can either be used for City facility
construction or operation, or for planning and putting on a civic event in the City, or for the
creation or addition to any City endowment, with the investment earnings being utilized only for
the stated purpose of such endowment.
ARTICLE III - DIRECTORS
Section 3.1 Powers. Subject to the limitations stated in the Articles of Incorporation, these
Bylaws, and the Nonprofit Corporation Law, and subject to the duties of directors as prescribed
by the Nonprofit Corporation Law, all corporate powers shall be exercised by or under the
direction of, and the business and affairs of the Corporation shall be managed by, the Board of
Directors. The individual directors shall act only as members of the Board of Directors, and
individually shall have no power to act alone.
Section 3.2 Number of Directors. The Corporation shall have a minimum of five (5) and not
more than seven (7) directors. Directors are collectively to be known as the Board of Directors.
These numbers may be changed by a duly adopted amendment to these Bylaws.
Section 3.3 Selection Tenure of Office and Vacancies. The City of Rohnert Park City Council
shall select two (2) of its members to serve on the Board of Directors. These members shall
serve on the Board until the conclusion of their City Council terms unless they resign or are
removed from City Council, or unless they resign or are removed in accordance with Sections
6.10 or 6.11 of these Bylaws, respectively. The Rohnert Park City Council shall select two (2)
new Board members following the conclusion of existing members' terms, or their resignation or
removal. In addition, the City Manager, the Director of Finance, and the City Clerk of the City of
Rohnert Park, California, shall each serve on the Board of Directors and shall be and remain a
member of the Board of Directors for so long as he or she remains in such position within the
City. Two additional Board member positions may be added or deleted at the discretion of the
Board, by a majority vote, and such seats shall be reserved for City of Rohnert Park residents
and /or City of Rohnert Park business owners (i.e., "community members ") selected by the
hereinabove described members of the Board of Directors. The term of service by community
members, and minimum qualifications (prior experience and /or education), shall be established
by a majority vote of the Board prior to such positions being added to the Board.
Section 3.4 Compensation. Directors shall serve without compensation, but each Director may
be reimbursed his or her actual and necessary expenses, including travel incident to his or her
services as Director, subject to any rules that may be imposed upon the adoption of a
reimbursement policy by the Board of Directors, and only where there are unencumbered funds
available for such purpose. Any director may decline such reimbursement.
Section 3.5 Restriction on Interested Directors. Not more than forty -nine percent (49 %) of the
persons serving on the Board at any time may be interested persons. For the purpose of this
Section 3.5, an "interested person" means and includes:
(a) any person compensated by the Corporation for services rendered to it other than those
performed as a Director within the previous twelve (12) months, whether as a full -time or part -
time employee, independent contractor, or otherwise;
(b) any shareholder, employee or officer of any corporation, or partner or employee of any
partnership, which has rendered compensated services to the Corporation within the previous
twelve (12) months; and
(c) any brother, sister, ancestor, descendant, spouse, brother -in -law, sister -in -law, mother -
in -law, or father -in -law of any person described in (a) or (b) hereof.
Any violation of the provisions of this paragraph shall not, however, affect the validity or
enforceability of any transaction entered into by the Corporation.
Section 3.6 Nonliability for Debts. The private property of the Directors shall be exempt from
execution or other liability for any debts, liabilities or obligations of the Corporation, and no
Director shall be liable or responsible for any debts, liabilities or obligations of the Corporation.
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ARTICLE IV - COMMITTEES
Section 4.1 Committees of the Board of Directors. Subject to the provisions of Section 7.1 of
these Bylaws, the Board of Directors may, by resolution adopted by a majority of the directors
then in office (provided a quorum is present), create committees, consisting of two (2) or more
directors. Such committees shall have such power and authority as may be determined by the
Board of Directors, subject to the limitations imposed on such power and authority by the
Nonprofit Corporation Law or the Articles.
Section 4.2 Minutes and Reports. Each committee of the Board of Directors shall keep regular
minutes of its proceedings, which shall be filed with the Secretary. All action by any committee
shall be reported to the Board of Directors at the next meeting thereof, and, insofar as rights of
third parties shall not be affected thereby, shall be subject to revision and alteration by the
Board of Directors.
Section 4.3 Meetings. Subject to Section 7.1 of these Bylaws, except as otherwise provided in
these Bylaws or by resolution of the Board of Directors, each committee of the Board of
Directors shall adopt its own rules governing the time and place of holding and the method of
calling its meetings and the conduct of its proceedings and shall meet as provided by such
rules, and it shall also meet at the call of any member of the committee. Unless otherwise
provided by such rules or by resolution of the Board of Directors, committee meetings shall be
governed by Article VII of these Bylaws.
Section 4.4 Term of Office of Members of Committees of the Board of Directors. Each
committee member shall serve at the pleasure of the Board of Directors but not to exceed such
committee member's term as a Director.
Section 4.5 Advisory Committees. Notwithstanding Sections 4.1 through 4.4 of these Bylaws,
nothing in these Bylaws prevents the Board of Directors from establishing by resolution advisory
committees to assist the Board. The purpose, number and size of these committees, committee
member qualifications, and duration of member terms shall be detailed in the establishing
resolution(s). Advisory committees shall have no corporate powers, but rather shall present
recommendations to the Board of Directors for approval, in a manner directed by the Board.
ARTICLE V - MEMBERS
The Corporation shall have no "members" as that term is defined by California Corporations
Code Section 5056 and shall be governed solely by its Board of Directors in accordance with
these Bylaws. Pursuant to California Corporations Code Section 5310, any action which would
otherwise require approval by a majority of all such members, shall instead require the approval
by a majority of the Board of Directors.
ARTICLE VI - OFFICERS
Section 6.1 Officers. The officers of the - Corporation shall be a Chair of the Board, Vice -Chair of
the Board, Executive Director, Treasurer, Secretary, and such other officers as the Board of
Directors may appoint. Other subordinate officers as may be appointed in accordance with the
provisions of Section 6.3 of this Article. One (1) person may hold two (2) or more offices;
provided, however, that neither the Secretary nor the Treasurer may serve concurrently as the
Chair of the Board of Directors.
Section 6.2 Appointment of Officers. The Chair and Vice -Chair of the Board shall be City of
Rohnert Park City Council Members each officer elected by a majority vote of the Board. The
Treasurer shall be the City of Rohnert Park Director of Finance; the Secretary shall be the City
of Rohnert Park City Clerk; and the Executive Director shall be the Rohnert Park City Manager.
Section 6.3 Subordinate Officers. The Board of Directors may appoint such other subordinate
officers as the business of the Corporation may require, each of whom shall hold office for such
period, have such authority and perform such duties as are required in these Bylaws or as the
Board of Directors may from time to time determine.
Section 6.4 Chair. The Chair shall preside at all meetings of the Board of Directors, and shall
submit such information and recommendations to the Board of Directors as he or she may
consider proper concerning the business, policies and affairs of the Corporation. Except as
otherwise authorized by resolution of the Board of Directors, the Chair or the Chair's designee
shall be authorized to sign all contracts, notes, conveyances, and other papers, documents and
instruments in writing in the name of the - Corporation.
Section 6.5 Vice - Chair. The Vice -Chair shall perform the duties of the Chair in the absence or
incapacity of the Chair. In case of the resignation, removal or death of the Chair, the Vice -Chair
shall perform such duties as are imposed on the Chair, until such time as the members of the
City Council appoint another City Council Member to serve on the Board, and the Board
appoints the new Chair.
Section 6.6 Treasurer. The Treasurer shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of account in written form or any other
form capable of being converted into written form. The Treasurer shall deposit all monies and
other valuables in the name and to the credit of the Corporation with such depositaries or
depositories as may be designated by the Board of Directors. The Treasurer shall reimburse all
funds of the Corporation as may be ordered by the Board of Directors, shall render to the Chair
and Board of Directors whenever they request an account of all of the Treasurer's transactions
as the Treasurer, and of the financial condition of the Corporation, and shall have such other
powers and perform such other duties as may be prescribed by the Board of Directors or by
these Bylaws.
Section 6.7 Secretary. The Secretary shall keep, or cause to be kept, a book of minutes in
written form of the proceedings of the Board of Directors and committees of the Board of
Directors. Such minutes shall include all waivers of notice, consents to the holding of meetings
or approvals of the minutes of meetings executed pursuant to these Bylaws or the Nonprofit
Corporation Law. The Secretary shall give, or cause to be given, notice of all meetings of the
Board of Directors required by these Bylaws or by law to be given, and shall cause the seal of
the Corporation to be kept in safe custody, and shall have such other powers and perform such
other duties as may be prescribed. by the Board of Directors or these Bylaws.
Section 6.8 Executive Director. The Executive Director shall be responsible for the day -to -day
administration of the Corporation, including the right to employ and discharge all subordinate
officers, employees and agents of the Corporation and shall have the authorization to sign all
contracts, notes, conveyances, and other papers, documents and instruments in writing in the
name of the Corporation, except where such matters are prescribed in the Bylaws or by the
Board of Directors and shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or by these Bylaws.
In
Section 6.9 Authority to Bind. Corporation No member, officer, agent or employee of the
Corporation, without prior specific or general authority by a vote of the Board of Directors, shall
have any power or authority to bind the Corporation by a contract, to pledge its credit, or to
render it liable for any purpose in any amount.
Section 6.10 Resignation. A Board member or officer resigning from his or her position with the
City of Rohnert Park shall give written notice to the Corporation of his or her concurrent
resignation from the Board of Directors, subject to the rights, if any, of the Corporation under
any contract to which the officer is a party. Any such resignation shall take effect at the date of
the receipt of such notice or at any later time specified therein; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6.11 Removal. Any community Board Member or officer may be removed, either with or
without cause, by a majority of the Directors then in office at any regular or special meeting of
the Board of Directors, or by any officer upon whom such power of removal may be conferred
by the Board of Directors.
Section 6.12 Vacancies. A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for
regular appointments to such office.
ARTICLE VII - MEETINGS
Section 7.1 Ralph M. Brown Act. All meetings of the Board of Directors, including, without
limitation, regular, adjourned regular, special, and adjourned special meetings shall be called,
noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act
(commencing with Section 54950 of the California Government Code), or any successor
legislation hereinafter enacted (the "Brown Act "). Nothing contained in these Bylaws shall be
construed to prevent the Board of Directors from holding closed sessions during a regular or
special meeting concerning any matter permitted by law to be considered in a closed session.
Section 7.2 Regular Meetings. Subject to the provisions of Section 7.1 of these Bylaws, regular
meetings shall be held at the business office of the Corporation at the City of Rohnert Park City
Hall or at such other place as the Chair may designate, on dates and at a time as fixed by
resolution of the Board of Directors. A regular quarterly meeting schedule shall be established to
meet on business matters before the Board of Directors and to work with members of the
community to further the purpose of the Corporation by encouraging donations and
contributions to the Corporation. If at any time any regular meeting falls on a legal holiday, then
the meeting shall be held at the same time and place on the next succeeding day which is not a
legal holiday. At least seventy -two (72) hours before a regular meeting, an agenda containing a
brief general description of each item of business to be transacted or discussed shall be posted
at a location freely accessible to members of the public. The agenda shall specify the time and
location of the regular meeting. No action shall be taken on any item not appearing on the
posted agenda except as permitted by law. In the event that the Chair shall determine that there
is no business required to be transacted by the Board of Directors at any such regular meeting,
such regular meeting shall not be required to be held.
Section 7.3 Calling Meetings. Subject to the provisions of Section 7.1 of these Bylaws,
meetings of the Board of Directors (other than regular meetings held pursuant to Section 7.1
and /or Section 7.2 of these Bylaws) shall be held whenever called by the Chair or Vice -Chair of
the Board of Directors, or any two (2) Directors of the Corporation.
Section 7.4 Place of Meetings. Subject to the provisions of Section 7.1 of these Bylaws,
meetings of the Board of Directors shall be held at any place within the state of California which
may be designated in the notice of the meeting, or, if not stated in the notice, or if there is no
notice, designated by resolution of the Board of Directors. In the absence of such designation,
meetings of the Board of Directors shall be held at the principal office of the Corporation.
Section 7.5 Special Meetings. Subject to the provisions of Section 7.1 of these Bylaws, a special
meeting may be called at any time by the Chair or upon the request of two (2) of the Directors of
the Corporation. Written notice of the time and place of special meetings of the Board of
Directors shall be delivered personally to each Director or sent to each Director by first -class
mail, telephone, including a voice messaging system, telegraph, facsimile or other electronic
means of communication. In case such notice is sent by mail, it shall be deposited in the United
States mail at least four (4) days prior to the time of the holding of the meeting. For purposes of
determining whether such four (4) -day requirement has been satisfied, the day of the meeting
and the day notice is given shall each be counted as one (1) full day regardless of the time of
the day the meeting is held or the notice is given. Each notice shall be deemed given to a
Director when deposited, with postage thereon prepaid, in a post office or official depository
under the exclusive care and custody of the United States Post Office and addressed to such
Director at the address designated by him for that purpose or, if none is designated, at his last
known address. In case such notice is delivered personally, by telephone, telegraph, facsimile
or other electronic means it shall be so delivered at least forty -eight (48) hours prior to the time
of the holding of the meeting. In addition to the written notice provided to Directors, written
notice of the time and place of special meetings of the Board of Directors shall also be posted in
a location that is freely accessible to members of the public at least twenty -four (24) hours prior
to the special meeting. The notices provided herein may be given by the Secretary of the Board
of Directors or by the Director(s) who called said meeting. Notice shall not be necessary if
appropriate waivers, consents or approvals are filed in accordance with Section 7.6 of these
Bylaws.
Section 7.6 Waiver of Notice. Subject to the provisions of Section 7.1 of these Bylaws, notice of
a meeting need not be given to any Director who signs a waiver of notice, or a written consent
to holding the meeting or an approval of the minutes of the meeting, whether before or after the
meeting, or who attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice to such Director. All such waivers, consents and approvals shall be filed with
the corporate records or made a part of the minutes of the meeting. Neither the business to be
transacted nor the purpose of any regular or special meeting of the Directors, or of a committee
of Directors, need be specified in any such waiver, consent or approval.
Section 7.7 Quorum. Subject to the provisions of Section 7.1 of these Bylaws, a majority of the
authorized number of Directors shall constitute a quorum for the transaction of 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 the act of the Board of Directors, unless the Articles of
Incorporation, these Bylaws, or the Nonprofit Corporation Law specifically requires a greater
number. In the absence of a quorum at any meeting of the Board of Directors, a majority of the
Directors present may adjourn the meeting as provided in Section 7.8 of these Bylaws. A
meeting at which a quorum is initially present may continue to transact business,
notwithstanding the withdrawal of enough directors to leave less than a quorum, if any action
taken is approved by at least a majority of the required quorum for such meeting.
Section 7.8 Adjournment. Subject to the provisions of Section 7.1 of these Bylaws, any meeting
of the Board of Directors, whether or not a quorum is present, may be adjourned to another time
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and place by the vote of a majority of the directors present. Notice of the time and place of the
adjourned meeting need not be given to absent Directors if said time and place are fixed at the
meeting adjourned; provided, however, that if the meeting is adjourned for more than twenty -
four (24) hours, notice of any adjournment to another time and place shall be given, prior to the
time of the adjourned meeting, to the Directors who were not present at the time of the
adjournment.
Section 7.9 Inspection Rights. Every Director shall have the absolute right at any time to
inspect, copy and make extracts of, in person or by agent or attorney, all books, records and
documents of every kind and to inspect the physical properties of the Corporation.
Section 7.10 Order of Business. At the regular meetings of the Board of Directors, the following
shall be the general order of business:
I. Roll Call
2. Public Comments
3. Approval of Minutes
6. Action Items
4. Informational Items
5. Reports
8. Adjournment
Meetings shall be conducted in accordance with established protocol generally known as
"Roberts Rules of Order ".
ARTICLE VIII -BOOKS AND RECORDS
Section 8.1 Books and Records. The Corporation shall keep adequate and correct books and
records of account and minutes of the proceedings of the Board of Directors and committees of
the Board of Directors.
Section 8.2 Form of Records. Minutes shall be kept in written form. Other books and records
shall be kept either in written form or in any other form capable of being converted into written
form. If any record subject to inspection pursuant to the Nonprofit Corporation Law is not
maintained in written form, a request for inspection is not complied with unless and until the
Corporation, at its expense, makes such record available in written form.
Section 8.3 Annual Report. The Board of Directors shall cause an annual report (hereinafter the
"Annual Report ") to be sent to the Directors not later than one hundred twenty (120) days after
the close of the Corporation's fiscal year. The Annual Report shall contain in appropriate detail
the following:
A. The assets and liabilities, including the trust funds, of the Corporation as of the end of the
fiscal year;
B. The principal changes in assets and liabilities, including trust funds, during the fiscal year;
C. The revenue or receipts of the Corporation, both unrestricted and restricted to particular
purposes, during the fiscal year;
D. The expenses or disbursements of the Corporation, for both general and restricted purposes,
during the fiscal year; and
E. Any information required by Section 6322 of the Nonprofit Corporation Law.
The Annual Report shall be accompanied by any report thereon of independent accountants or,
if there is no such report, the certificate of an authorized officer of the Corporation that such
statements were prepared prior to the completion of independent audit from the books and
records of the Corporation.
ARTICLE IX - GRANTS, DONATIONS, GIFTS, CONTRACTS, LOANS, ETC.
Section 9.1 Donations and Gifts. The Corporation Board of Directors shall prepare and adopt a
policy governing donations and gifts to the Corporation, prior to the acceptance of any such
gifts.
Section 9.2 Grants and Contributions. The making of grants and contributions, and otherwise
rendering financial assistance to further the purposes of the Corporation, may be authorized by
the Board of Directors. The Board of Directors may authorize any officer or officers, agent or
agents, in the name of and on behalf of the Corporation, to make any such grants, contributions
or assistance. The Corporation Board of Directors shall prepare and adopt a policy governing
the making of grants and contributions by the Corporation, prior to the making of any such
financial assistance.
Section 9.3 Execution of Contracts. The Board of Directors may authorize any officer, employee
or agent, in the name of and on behalf of the Corporation, to enter into any contract or execute
and satisfy any instrument, and any such authority may be general or confined to specific
instances, or otherwise limited.
Section 9.4 Loans. The Chair of the Board or any other officer, employee or agent authorized by
the Board of Directors may effect loans and advances at any time for the Corporation from any
bank, trust company or other institutions or from any firm, corporation or individual and for such
loans and advances may make, execute and deliver promissory notes, bonds or other
certificates or evidences of indebtedness of the Corporation and, when authorized by the Board
of Directors so to do, may pledge and hypothecate or transfer assets of the Corporation as
security for any such loans or advances. Such authority conferred by the Board of Directors may
be general or confined to specific instances or otherwise limited. The Corporation Board of
Directors shall prepare and adopt a policy governing loans and advances to the Corporation,
prior to effecting any such loans or advances. The Board is prohibited from authorizing loans to
Board members, officers, subordinate officers, staff of the corporation and /or the City of Rohnert
Park, and those providing volunteer service to the organization.
Section 9.5 Checks, Drafts, Etc. All checks, drafts and other orders for the payment of money
out of the funds of the Corporation, and all notes or other evidences of indebtedness of the
Corporation, shall be signed on behalf of the Corporation in such manner as shall, from time to
time, be determined by resolution of the Board of Directors.
Deposits. Section 9.6 The funds of the Corporation not otherwise employed shall be deposited
from time to time to the order of the Corporation in such banks, trust companies or other
depositories as the Board of Directors may select or as may be selected by an officer, employee
or agent of the Corporation to whom such power may from time to time be delegated by the
Board of Directors.
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ARTICLE X - INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 10.1 Indemnification by Corporation.
A. For the purposes of this Section 10. 1, "agent" means any person who is or was a director,
officer, employee or other agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent
of a foreign or domestic corporation which was a predecessor corporation of the Corporation or
of another enterprise at the request of such predecessor corporation; "proceeding" means any
threatened, pending or completed action or proceeding, whether civil, criminal, administrative or
investigative; and "expenses" includes, without limitation, attorneys' fees.
B. The Corporation shall, to the fullest extent permitted by law, indemnify any person who was
or is a party or is threatened to be made a party to any proceeding by reason of the fact that
such person is or was an agent of the Corporation, against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection with such
proceeding.
C. In the event entitlement to indemnification is required by law to be based upon a
determination by the Board of Directors that the agent has met the standards of conduct
prescribed by law, such body shall meet and shall reach a determination on the issue within a
reasonable period of time after request for such body to meet is received by the Corporation
from the agent.
Section 10.2 Advancing Expenses. The Corporation may advance to each agent the expenses
incurred in defending any proceeding referred to in Section 10.1 of these Bylaws prior to the
final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent
to repay such amount unless it shall be determined ultimately that the agent is entitled to be
indemnified as authorized in Section 10.1 of these Bylaws.
Section 10.3 Insurance. The Corporation shall have power to purchase and maintain insurance
on behalf of any agent of the Corporation against any liability asserted against or incurred by the
agent in such capacity or arising out of the agent's status as such whether or not the
Corporation would have the power to indemnify the agent against such liability under the
provisions of this Section 10.3; provided, however, that the Corporation shall have no power to
purchase and maintain such insurance to indemnify any agent of the Corporation for a violation
of Section 5233 of the Nonprofit Corporation Law (relating to self - dealing transactions).
ARTICLE XI - INVESTMENTS
Section 11.1 Standards, Retention of Property.
A. In investing, reinvesting, purchasing, acquiring, exchanging, selling and managing the
Corporation's investments, other than assets held for use or used directly in carrying out a
public or charitable program of the Corporation, the Board of Directors shall avoid speculation,
looking instead to the permanent disposition of the funds, considering the probable income as
well as the probable safety of the Corporation's capital.
B. Unless limited by the Articles of Incorporation, the Corporation may continue to hold property
properly acquired or contributed to it if and as long as the Board of Directors, in the exercise of
good faith and of reasonable prudence, discretion and intelligence, may consider that retention
is in the best interests of the Corporation. No retention of donated assets violates this Section
11.1, where such retention was required by the donor in the instrument under which the assets
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were received by the Corporation, except that no such requirement may be effective more than
ten (10) years after the death of the donor.
C. No investment violates this Section 11.1 by virtue of the investment's speculative character,
where the investment conforms to provisions authorizing such investment contained in the
instrument or agreement under which the assets were contributed to the Corporation.
ARTICLE XII - PURPOSES AND OPERATIONS OF THE CORPORATION
Section 12.1 Purposes. The business of the Corporation is to be operated and conducted in the
promotion of its objects and purposes as set forth in Article II of its Articles of Incorporation.
Section 12.2 Dedication of Assets. The income and assets of the Corporation are irrevocably
dedicated to charitable purposes and no part of the net income or assets of the organization
shall ever inure to the benefit of any Director, Officer or member thereof or to the benefit of any
private person.
Section 12.3 Dissolution. The Corporation may be dissolved by vote of the Directors, or by the
action of the Board of Directors in accordance with the provisions of California law. Upon
dissolution of the Corporation, and after payment or provision for payment, of all debts and
liabilities, the assets of the Corporation shall be distributed to the City of Rohnert Park. If for any
reason the City is unable or unwilling to accept the assets of the Corporation, such assets will
be distributed to the United States government; to a state or local government for public
purposes; or to a nonprofit fund, or corporation which is organized and operated for charitable
purposes and which has established its tax - exempt status under Section 501(c)(3) of the
Internal Revenue Code of 1986.
Section 12.4 Merger. The Corporation may merge with other corporations organized solely for
nonprofit purposes, qualified and exempt from Federal taxation pursuant to Section 501(c)(3) of
the Internal Revenue Code of 1986 and from State taxation, upon compliance with the
provisions of California law relating to merger and consolidation.
Section 12.5 Restrictions. No substantial part of the activities of the Corporation shall consist of
lobbying, carrying on propaganda, or otherwise attempting to influence legislation, and the
Corporation shall not participate in, or intervene in (including the publishing or distribution of
statements) any political campaign on behalf of any candidate for public office.
ARTICLE XIII -SEAL AND FISCAL YEAR
Section 13.1 Seal. The Board of Directors may adopt a corporate seal which shall be in the form
of a circle and shall bear the full name of the Corporation and the year and state of its
incorporation.
Section 13.2 Fiscal Year. The fiscal year of the Corporation shall be determined, and may be
changed, by resolution of the Board of Directors.
ARTICLE XIV - EXEMPT ACTIVITIES
Notwithstanding any other provision of these Bylaws, no Director, officer, employee or agent of
the Corporation shall take any action or carry on any activity by or on behalf of the Corporation
not permitted to be carried on by an organization exempt from Federal income tax under
Section 501(c)(3) of the Internal Revenue Code.
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ARTICLE XV - AMENDMENTS
New Bylaws may be adopted or these Bylaws may be amended or repealed by the affirmative
vote of a majority of the Board of Directors or by the written consent thereof, except as
otherwise provided by law or by the Articles of Incorporation. Notwithstanding the foregoing,
amendment of these Bylaws shall require the approval of a majority of the authorized number of
Directors.
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