NAME AND PURPOSE
The name of this corporation shall be Community Foundation for Oak Park, a California non-profit, public-benefit corporation, which hereinafter is designated “the Foundation”. The Foundation shall operate as a tax-exempt charity for the benefit of the Community of Oak Park and its residents.
Where a principal office is required by statute, the Articles of Incorporation of this Foundation, or these bylaws, that office shall be at the headquarters of the Oak Park Unified School District, Oak Park, Ventura County, California.
Section 1: Powers
The Board of Trustees shall administer the affairs of the Foundation; control all expenditures and property of the Foundation; act for the Foundation’s interest in any way not inconsistent with the Articles of Incorporation and these bylaws, but shall have no power to subject the Foundation to any liability beyond the amount of the corporate funds. Hereinafter, the Board of Trustees is designated “the Board”.
Section 2: Number
The Articles of Incorporation provide an indefinite number of Trustees, the exact number to be fixed by a bylaw or amendment thereof. Pursuant thereto, the authorized number of Trustees shall be set or changed by a formal motion adopted by a 2/3 vote of the current actual number of Trustees, but shall not be less than 3 nor more than 15. Until a formal motion is adopted to set the number of Trustees, the number shall be 9.
Section 3: Composition, Appointment, and Term of Office
The Board shall consist of as many Trustees as provided in Section 2, each appointed by a 2/3 vote of the Trustees present at a meeting of the Board to serve until his or her resignation, removal, or death. At the time of appointment, a Trustee must be a resident of Ventura County.
Section 4: Meetings
The Board shall meet at least once in each calendar quarter, at dates, times, and places as set by the adoption of a formal motion. The Board shall also meet upon call by the President or by four members of the Board with three days notice to each member of the Board.
Section 5: Quorum
A majority of the actual number of Trustees shall be necessary to constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Trustees present at a meeting duly held at which a quorum is present shall be regarded as an act of the entire Board unless a greater number be required by law or by the Articles of Incorporation or these bylaws.
Section 6: Approval of Minutes
The transactions at any meeting of the Board, however called and noticed or wherever held, shall be deemed valid if each of the Trustees not present approves in writing the minutes of such meeting. All such approval shall be made a part of the affected minutes of the meeting.
Section 7: Board Action Without a Meeting
Any action required or permitted to be taken by the Board under any provision of the General Non-Profit Corporation Law may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents in writing to such action shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such Trustees.
Section 8: Vacancies and Removal of Trustees
Upon a Trustee establishing residency outside of Oak Park, that Trustee’s position does not automatically become vacant. Upon the repeated absence of a Trustee from three consecutive meetings of the Board as recorded in the minutes or as provided in the California Corporations Code, the Board may — by a 2/3 vote of the Trustees present at a regularly scheduled meeting — declare the position of that Trustee to be vacant.
At the will of the Board expressed by a 2/3 vote of all actual Trustees, any Trustee may be removed from his or her position without any cause needed or given. A motion to remove a Trustee must then be reaffirmed by another 2/3 vote of all actual Trustees taken at the next subsequent meeting of the Board, which shall not be sooner than 14 days after the meeting when the initial motion was voted. A motion to reaffirm the removal of a Trustee is out of order if the affected Trustee has already submitted his or her written resignation to the President or Secretary.
Upon the declaration of a vacancy or the removal of a Trustee, the Board shall not fill the vacant position until its next following regularly scheduled meeting. Upon receiving the written resignation of a Trustee, the Board may fill the vacant position immediately.
Section 1: Officers
The officers of the Foundation shall be a President, a Vice-President, a Secretary, and a Treasurer. The Foundation may also have such other officers as may be appointed by the Board. No person may hold more than two offices, and no person may hold more than one of the four offices named in this Section.
Section 2: Election
The officers shall be chosen annually by the Board at its first meeting of the calendar year. Each officer shall hold office for one year or until he or she shall resign, be removed or otherwise disqualified to serve, or his or her successor shall be elected and qualified.
Section 3: Removal and Vacancies
Any officer may be removed with or without cause, by a majority vote of the Board at any time. Vacancies from any cause may be filled by appointment by the Board without delay. The President may temporarily appoint an officer, who shall serve only until the Board can meet and act to fill a vacancy; such a temporary officer shall not have any signature authority on behalf of the Foundation.
Section 4: President
The President shall be the executive officer of the Foundation and, subject to the control of the Board, shall have general supervision, direction and control of the affairs of the Foundation. He shall preside at all meetings of the Board.
Section 5: Vice-President
In the absence or disability of the President, the Vice-President shall perform all duties of the President and when so acting shall have the powers of and be subject to the restrictions upon the President.
Section 6: Secretary
The Secretary shall keep a book of minutes of all meetings of the Board, with the time and place of holding, how called or authorized, the notice thereof give, the names of those Trustees present at Board meetings, and the proceedings thereof. In addition, the Secretary shall give notice of the meetings to the Board; submit to the Trustees any matters requiring their attention; and, at such times as may be required, present to the Board reports on the affairs of the Foundation. The Secretary shall maintain all non-fiscal records of the Foundation and ensure that all required correspondence and other non-fiscal notices are prepared and mailed.
Section 7: Treasurer
The Treasurer shall keep and maintain adequate and correct books of account showing the receipts and disbursements of the Foundation, and an account of its cash and other assets, if any. Such books of account shall at reasonable times be open to inspection by any Trustee.
The Treasurer shall deposit all moneys of the Foundation with such depositories as are designated by the Board, shall disburse the funds of the Foundation only as may be ordered by the Board, and shall render to the President or the Board, upon request, statements of the financial condition of the Foundation.
Section 8: Assistants
The Board may contract with non-Trustees to perform the routine tasks of Secretary or Treasurer under the supervision of those officers. A reasonable fee may be paid to those assistants providing they are retained as independent contractors and not as employees of the Foundation.
GOVERNANCE AND ADMINISTRATION
Section 1: Policies
For the efficient and effective governance and administration of the Foundation, the Board shall establish such written policies as the Trustees deem appropriate. Without amending these bylaws, these policies shall be established by formal motions approved at meetings of the Board. A copy of each policy shall be attached to the minutes of the meeting when it is approved; another copy shall be kept in a Policy Book maintained by the Secretary.
Section 2: Administrative Committees
The Board shall create such permanent and temporary committees as the Trustees deem necessary for the efficient and effective administration of the Foundation.
A permanent committee shall be created only by the formal establishment of a policy that describes the purpose and composition of that committee. A permanent committee shall be discharged and dissolved when the Board adopts a motion to repeal the policy creating the committee.
A temporary committee shall be created by the adoption of a formal motion by the Board. A temporary committee is automatically discharged and dissolved at the Board’s first meeting of the calendar year unless a new motion continuing the committee is adopted at that meeting.
When the Board creates a new committee, it shall specify — either in a policy for a permanent committee or in a motion for a temporary committee — how the members and the chairman of the committee are appointed. Each administrative committee shall have at least one Trustee appointed, but non-Trustees may also be appointed and may even chair the committee.
Section 3: Activity Committees
The Board shall create such permanent committees — called “activity committees” — as requested of the Trustees by the residents of Oak Park for the efficient and effective provision of services to the community. A general policy of the Board shall govern the operation of activity committees, which shall be semi-autonomous.
Each activity committee shall adopt its own bylaws, which shall be approved — both initially and for each amendment — by the Board. Each activity committee may maintain its own fiscal books and accounts, subject to supervision by the Foundation’s Treasurer. Activity committees may be established as membership organizations, but the rights of members shall be constrained by the laws regarding tax-exempt corporations and may be further constrained by the Board.
BUSINESS AND FISCAL AFFAIRS
Section 1: Execution of Documents
The Board of Trustees may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances; this authority shall be constrained by Section 2 of this Article. Unless so authorized by the Board of Trustees, no officer, agent or other person shall have any power or authority to bind the Foundation by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.
Section 2: Payments of Funds
No funds shall be paid or invested by the Foundation except (a) by formal authorization by the Board and (b) upon the signature of two officers. All bank (or equivalent) and investment accounts of the Foundation shall require the signatures of at least two officers for all transactions other than deposits. However, the Board may authorize the transfer of funds between Foundation accounts in the same financial institution upon a single signature of a person who need not be an officer. The Board may also authorize a person to transfer funds between Foundation accounts in the same financial institution via electronic funds transfers.
Section 3: Grants
Funds solicited from the Foundation by the public — including funds solicited by activity committees — shall be granted only in accord with formal policies adopted by the Board. Generally, these policies shall require a formal grant application and the review of that application by a Grants Committee. The Foundation shall not make grants for the purpose of advertising itself, but activity committees may make such grants from their own funds. Grants shall not be made to any individual by either the Foundation or any activity committee. However, a grant may be made to another tax-exempt entity (including a government agency) for the specific purpose of aiding a deserving individual. The criteria for selecting a deserving person shall be evaluated by the Foundation or activity committee making the grant, but the identities of actual recipients shall not be requested. Grants from the general funds of the Foundation shall be made only for purposes that benefit the community of Oak Park and its residents. However, the Foundation will accept donations from donors who wish to extend benefits beyond Oak Park; such donations will be segregated from the general funds of the Foundation.
Section 4: Compensation
Trustees, officers, and committee members shall receive no compensation or stipend for their services. They may receive reimbursement for substantiated direct expenses as approved by the Board. Officials of an activity committee may receive reimbursement from their committee’s own funds for substantiated direct expenses as approved by the committee’s governing body.
Section 5: Fiscal Year
The fiscal year of the Foundation shall be the July 1 to June 30. Semi-annual fiscal reports of the Foundation shall be available for inspection by the public.
Section 1: Inspection of bylaws
The Foundation shall make a copy of these bylaws available for inspection by the public at reasonable times. That copy shall reflect all amendments within 90 days after final adoption.
Section 2: Construction and Definitions
Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the California General Non-profit Corporation Law shall govern the construction of these bylaws. The Board as a whole shall have the final authority to interpret and explain these bylaws and the policies of the Foundation, subject to the constraints of applicable laws and the authority of the courts and the state of California.
Section 3: Rules of Order
The rules contained in Roberts Rules of Order, Revised shall govern all Board and committee meetings, except in instances of conflict between said Rules of Order and the Articles of Incorporation, these bylaws, or provisions of law.
These bylaws may be amended, suspended, or repealed in whole or in part by a 2/3 vote of the actual number of Trustees, who must then reaffirm that action by another 2/3 vote of all actual Trustees taken not sooner than 28 days after the initial vote.
Amended February 7, 2012, Article VI, Section 5
Amended November 3, 2014, Article III, Section 2
Amended May 5, 2020, Article lll, Section 2
Amended June 9, 2020, Article lll Section 3
(See Minutes for details)