BYLAWS
OF
MEHR FOUNDATION
(a California Nonprofit Public Benefit Corporation)
ARTICLE
1: NAME
The name of this corporation is Mehr Foundation.
ARTICLE
2: OFFICES
SECTION
2.01. Principal Executive Office.
The principal executive office of the corporation shall
be located in San Francisco County,
California.
SECTION 2.02. Change of Address. The county of the corporation's principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws:
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Dated: __________, 19__
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Dated: __________, 19__
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SECTION 2.03. Other Offices. Other offices may at any time be established at any place or places specified by the Board of Directors.
ARTICLE 3: OBJECTIVES AND PURPOSES
This
corporation shall be dedicated primarily to initiating, organizing, and
supervising projects and or programs designed for improving the quality of life
of Iranians and Iranian Americans, as stated in Article II of the Articles of
Incorporation. In addition, this
corporation is formed for the purposes of performing all things incidental to,
or appropriate in, the achievement of the foregoing specific and primary
charitable purposes.
This
corporation is organized under the California Nonprofit Public Benefit
Corporation Law for the above charitable purposes, and it shall be nonprofit and
nonpartisan. No substantial part of
the activities of the corporation shall consist of the publication or
dissemination of materials or statements with the purpose of 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 its primary charitable purposes.
ARTICLE 4: DEDICATION OF ASSETS
The properties and assets of this nonprofit corporation are irrevocably dedicated to charitable purposes. No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any member, director or officer of this corporation. On liquidation or dissolution, all remaining properties and assets of the corporation shall be distributed and paid over to an organization dedicated to charitable purposes which has established its tax-exempt status under Internal Revenue Code Section 501(c)(3).
ARTICLE 5: MEMBERSHIP
SECTION 5.01: Statutory Members. The corporation shall not have any members within the meaning of Section 5056 of the California Corporations Code.
SECTION
5.02: Nonstatutoy Members. Upon designation of criteria for advisory
membership by the Board of Directors, the corporation may have advisory members
who are not members within the meaning of Section 5056 of the California
Corporations Code.
Because this
corporation makes no provision for statutory members, pursuant to Section
5310(b) of the Nonprofit Public Benefit Corporation Law of the State of
California, any action which would otherwise, under law or the provisions of the
Articles of Incorporation or Bylaws of this corporation, require approval by a
majority of all members or approval by the members, shall only require the
approval of the Board of Directors.
ARTICLE
6: DIRECTORS
SECTION
6.01: Number.
The corporation shall not have less than seven (7) or more than nine (9)
directors, and collectively they shall be known as the Board of Directors.
The exact number of directors shall be fixed from time to time by the Board
of Directors, within the limits
specified here in Section 6.01.
SECTION
6.02: Powers.
Subject to the provisions of the California Nonprofit Public Benefit
Corporation law and any limitations in the Articles of Incorporation and Bylaws
relating to action required of this corporation, the activities and affairs of
this corporation shall be conducted and all corporate powers shall be exercised
by or under the direction of the Board of Directors.
The Board of Directors may delegate the management of the day-to-day
operations of the business of the corporation to a management company, committee
(however composed), or other person, provided that the activities and affairs of
the corporation shall be managed and all corporate powers shall be exercised
under the ultimate direction of the Board of Directors.
SECTION 6.03: Duties: It shall be the duty of the directors to:
(a)
Perform any and
all duties imposed on them collectively or individually by law, by the Articles
of Incorporation of this corporation, or by these Bylaws;
(b)
Appoint and
remove, employ and discharge, and, except as otherwise provided in these Bylaws,
prescribe the duties, if any, of all officers, agents and employees of the
corporation;
(c)
Supervise all
officers, agents and employees of the corporation to assure that their duties
are performed properly;
(d)
Meet at such
times and places as required by these Bylaws;
(e) Register their addresses with the Secretary of the corporation. Notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.
SECTION
6.04: Compensation. Directors shall serve without compensation.
SECTION
6.05: Qualifications of Directors.
Except for the initial directors as described in Section 6.05 below, the members of the Board of Directors shall be appointed by the Board of Directors.
It is the
intent of the corporation that the composition of the Board of Directors shall
represent a diversity of technical skills to enable the Board of Directors to
make informed, well-balanced decisions on the economic viability and social
impact of its activities.
SECTION 6.06: Restriction on Interested Directors. Not more than forty-nine percent(49%) of the persons serving on the Board of Directors at anytime may be interested persons. For the purposes of this section an “interested person” is:
(i) Any person being currently being compensated by the corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; or
(ii)
Any brother,
sister, ancestor, descendant, spouse, brother-in-law, sister-in-law,
daughter-in-law, mother-in-law, or father-in-law of any such person.
However,
the provisions of this section shall not affect the validity or enforceability
of any transaction entered into by this corporation.
SECTION
6.07: Election and Term of Office.
The initial Board of Directors shall be chosen by the incorporator
and announced at the first meeting of the board.
The initial Board of Directors will serve until their successors have
been selected and seated at the corporation’s regular meeting in January,
2000. At this regular meeting,
cumulative voting by directors for the election of directors shall not be
permitted. The candidates receiving
the highest number of votes up to the number of directors to be elected shall be
elected. Each director shall cast
one vote, with voting being by ballot only.
Except as
provided above for the initial terms of directors, the term of office of each
director of the corporation shall be three
(3) years and until his or her successor has been elected and qualified.
If the
January regular meeting, where election of officers is normally to take place, is not held or the directors are not appointed at the January
regular meeting, the directors may be appointed at any meeting of the Board.
A director may succeed himself or herself in office, and there shall be
no limit to the number of consecutive terms a director may serve.
SECTION 6.08: Vacancies. Vacancies on the Board of Directors shall exist: (i) on the death, resignation or removal of any director; (ii) whenever the number of authorized directors is increased; (iii) when the Board of Directors has declared vacant the office of a Director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Corporation Law dealing with the standards of conduct for a director; or (iv) the failure of the directors, at any annual or other meeting of directors at which any director or directors are elected, to elect the full authorized number of directors to be voted for at that meeting.
The Board of Directors may, at any regular or special meeting, remove any director without cause by a majority of the Directors then in office. The director to be removed must have been notified in writing in the manner set forth in Section 6.12 of this Article 6 that such action would be considered at the meeting.
Any Director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the
effectiveness of such resignation. No Director may resign if the corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Attorney General.
Vacancies on
the Board may be filled by approval of the Board or, if the number of Directors
then in office is less than a quorum, by (a) the unanimous written consent of
the Directors then in office, (b) the affirmative vote of a majority of the
Directors then in office at a meeting held pursuant to notice or waivers of
notice complying with this Article of these Bylaws, or (c) a sole remaining
Director. A person elected to fill
a vacancy as provided by this Section shall hold office until the next
election of the Board of Directors or until his or her death, resignation
or removal from office.
SECTION
6.09: Place of Meetings. Regular meetings of the Board of Directors may
be held at any place within or outside the State of California which has been
designated from time to time by the Board of Directors.
In the absence of such designation, regular meetings shall be held at the
principal executive office of the corporation.
Special meetings of the board shall be held at any place within or
outside the State of California that has been designated in the notice of the
meeting or, if not stated in the notice, or if there is no notice, at the
principal executive office of the corporation.
Notwithstanding the above provisions of this Section 6.09, a regular
or special meeting of the Board of Directors may be held at any place
consented to in writing by all Board members, either before or after the
meeting. If consents are given,
they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by
conference telephone or other communications equipment permitted by the
California Nonprofit Corporation Law, as long as all directors participating in
such meeting can communicate with one another, and all other requirements of the
California Nonprofit Corporation Law are satisfied. All such directors are deemed to be present in person at such
meeting.
SECTION
6.10: Regular and Annual
Meetings. Regular meetings of
Directors shall be held on the first Thursday of January and July at 7:30 PM,
unless such day falls on a legal holiday, in which event the regular meeting
shall be held at the same hour and place on the next business day.
SECTION
6.11: Special Meetings. Special
meetings of the Board of Directors may be called
at any time by the Chairperson of the Board, the President, the Vice
President, the Secretary, or by any two directors.
As noted in Section 6.09 above, such meetings shall be held at the place,
within or without the State of California, designated by the person or persons
calling the meeting, and in the absence of such designation, at the principal
office of the corporation.
SECTION 6.12: Notice. Regular meetings of the board may be held without notice.
Notice of
special meetings of the board shall be given to each director, stating the time
of the meeting and the place of the meeting if it is other than the principal
office of the corporation. The
notice need not specify the purpose of the meeting.
In case such notice is mailed, it shall be deposited in the united States
mail or given to the express mail company or other carrier not less than four
(4) days prior to the meeting, with charges prepaid, addressed to the director
at his or her address as shown on the books of the corporation. In such case notice is delivered personally or by telephone
(including a voice messaging system which records and communicates messages),
telegraph, facsimile, electronic mail, or other electronic means, it shall be so
delivered at least forty-eight (48) hours prior to the meeting.
Notice of a
meeting need not be given to any director who signs a waiver of notice or a
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 to the meeting or at its commencement, the lack of notice to
such director. The waiver 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 meeting.
SECTION
6.13: Meetings (Quorum). A
quorum for the transaction of business shall consist of the majority of the
Directors.
Except as
otherwise provided in these Bylaws or in the Articles of Incorporation of this
corporation, or by law, no business shall be considered by the Board at any
meeting at which a quorum as hereinafter defined, is not present, and the only
motion which the Chair shall entertain at such meeting is a motion to adjourn.
The
Directors present at a duly called and held meeting at which a quorum is
initially present may continue to do business notwithstanding the loss of a
quorum at the meeting due to a withdrawal of Directors from the meeting,
provided that any action thereafter taken must be approved by at least a
disinterested majority of the required quorum for such meeting or such greater
percentage as may be required by law, or the Articles of Incorporation or Bylaws
of this corporation.
SECTION
6.14: Meetings (Action). 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, unless a greater number, or the
same number after disqualifying one or more directors from voting, is required
by the Articles of Incorporation, or these Bylaws, or provisions of the
California Nonprofit Public Benefit Corporation Law, particularly those
provisions relating to appointment of committees (Section 5212), approval of
contracts or transactions in which a director has a material financial interest
(Section 5233) and indemnification of directors (Section 5238e).
In addition, adoption or revocation of a plan of merger; consolidation;
voluntary dissolution; bankruptcy or reorganization; or the sale, lease, or
exchange of all or substantially all of the property and assets of the
corporation otherwise than in the usual and regular course of its business,
requires the approval of two-thirds (2/3) of the authorized number of directors
of the corporation.
Meetings of the Board shall be presided over by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the Directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Meetings
shall be governed by Roberts' Rule of Order.
Such rules may be revised from time to time, insofar as such rules are
not inconsistent with or in conflict with these Bylaws, with the Articles of
Incorporation of this
corporation, or with provisions of law.
SECTION
6.15: Adjourned Meeting and Notice.
A majority of the directors present, whether or not a quorum is present,
may adjourn any meeting to another time and place.
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. Such notice may be
waived in the manner provided for in Section 6.12.
SECTION 6.16: Action By Unanimous Written Consent Without Meeting. Any action required or permitted to be taken by the Board of Directors under any provision of 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 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 the unanimous vote of the Directors. For the purposes of this Section only, "all members of the Board" shall not include any "interested director" as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board without a meeting and that the Bylaws of this corporation authorize the Directors to so act, and such statement shall be prima facie evidence of such authority.
ARTICLE
7: OFFICERS
SECTION 7.01: Number of Officers. The officers of the corporation shall be a President, a Secretary, and
a Chief
Financial Officer who shall be designated the Treasurer. Any number of offices
may be held by the same person except that neither the Secretary nor the
Treasurer may serve as the President or Chairperson of the Board.
SECTION
7.02: Compensation. Officers shall receive no compensation.
SECTION
7.03: Qualification, Election,
and Term of Office. Any person
may serve as officer of this corporation. The Board of Directors elects the President.
The approval of a majority of the Board of
Directors then in office shall be required for this election.
The Board of Directors can elect and or remove the President at any time,
subject to any claim for breach of contract based on any contractual
arrangements between any such person and the corporation. The President, then,
will select the other officers and will obtain the approval of the Board of
Directors. Each officer shall hold
office until he or she resigns or is removed or is otherwise disqualified to
serve, or until his or her successor shall be elected and qualified, whichever
occurs first. The
President will be elected and other officers approved at the first regular
meeting of each calendar year.
SECTION
7.04: Additional Officers:
The Board of Directors may appoint, and may empower the President or another
officer to appoint, such other
officers or agents as the activities of the corporation may require, each of
whom shall serve such terms, have such authority, and perform such duties as may
be prescribed from time to time by the Board of Directors.
These additional officers may include a Chairperson of the Board, a Vice
President, or assistants to the Treasurer.
SECTION
7.05: Removal and Resignation.
Any officer may be removed, either with or without cause, by the Board of
Directors, at any time. Any officer
may resign at any time by giving written notice to the Board of Directors or to
the President or Secretary of the corporation.
Any such resignation shall take effect at the date of receipt of such
notice or at any later date specified therein, and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective. The above provisions
of this Section shall be superseded by any conflicting terms of a contract which
has been approved or ratified by the Board of Directors relating to the
employment of any officer of the corporation.
SECTION
7.06: Filling Vacant Positions. Any
vacancy caused by the death, resignation, removal, disqualification,
or otherwise, of any officer shall be filled by the Board of Directors.
In the event of a vacancy in any office other than that of President,
such vacancy may be filled temporarily by appointment by
the President until such time as the Board shall approve a candidate to fill the
vacancy. Vacancies occurring in
offices of officers appointed at the discretion of the Board may or may not be
filled as the Board
shall determine.
SECTION
7.07: Duties of the President.
The President shall be the chief executive officer of the corporation and
shall manage the corporation in administering the conduct of its business.
The President shall be responsible to and governed by the Board of
Directors, shall report to and advise the board on all significant matters of
the corporation’s business, and shall see that all orders and resolutions of
the board are carried into effect. He
or she shall perform all duties incident to his or her office and such other
duties as may be required by law, by the Articles of Incorporation of this
corporation, or by these Bylaws, or which may be prescribed from time to time by
the Board of Directors. The
President shall be empowered to act, speak for or otherwise represent the
corporation between meetings of the board within the boundaries of policies and
purposes established by the board and as set forth in the articles of
incorporation and bylaws. Unless
another person is specifically appointed as Chairperson of the Board of
Directors, he or she shall preside at all meetings of the Board of Directors.
Except as otherwise expressly provided by law, by the Articles of
Incorporation, or by these Bylaws, he or she shall, in the name of the
corporation, execute such deeds, mortgages, bonds, contracts, checks, or other
instruments which may from time to time be authorized by the Board of Directors.
SECTION
7.08: Duties of the Vice
President. In the absence of
the President, or in the event of his or her inability
or refusal to act, 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 on, the President. The
Vice President shall have other powers and perform such other duties as may be
prescribed by law, by the Articles of Incorporation, these Bylaws, or the Board
of Directors.
SECTION 7.09: Duties of the Secretary. The Secretary shall record or cause to be recorded, and shall keep or cause to be kept at the principal office of the corporation and such other place as the Board of Directors may order: the original, or a copy, of the Articles of Incorporation and of these Bylaws as amended or otherwise altered to date; and a book of minutes of all meetings of the Directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at such meetings, and the proceedings of such meetings.
The Secretary shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. The Secretary is also custodian of the records and of the seal of the corporation and must see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or these Bylaws. He or she must exhibit at all reasonable times to any Director of the corporation, or to his or her agent or attorney, on request therefor, the Bylaws, and the minutes of the proceedings of the Directors of the corporation. In general the Secretary must perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
In the
absence of the President and Vice president or in the event of their inability
or refusal to act, the Secretary shall perform all the duties of the President
and Vice President and when so acting shall have all the powers of, and be
subject to all the restrictions on, the President.
The Secretary shall have other powers and perform such other duties as
may be prescribed by law, by the Articles of Incorporation, or by these Bylaws,
or as may be prescribed by the Board of Directors.
SECTION 7.10: Duties of the Treasurer. The Treasurer shall keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements.
The Treasurer shall have charge and custody of, and be responsible for, all funds, securities, and other valuables of the corporation. He or she shall deposit or cause to be deposited all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. The treasurer will also disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements. He or she will receive, and give receipt for, moneys due and payable to the corporation from any source whatsoever.
The Treasurer shall prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. He or she shall exhibit at all reasonable times the books of account and financial records to any Director of the corporation, or to his or her agent or attorney, on request therefor. The Treasurer shall also render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.
In general, the Treasurer shall perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
The above provisions are subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds."
ARTICLE
8: COMMITTEES
SECTION
8.01: Committees of Directors.
The Board of Directors may, by resolution adopted by a majority of the
directors then in office, provided that a quorum is present, designate one or
more committees, each of which shall consist of three or more directors and may
also include members who are not on the Board of Directors, to serve at the
pleasure of the Board. The Board
may designate one or more alternate members of any committee, who may replace
any absent member at any meeting of the committee.
The appointment of members or alternate members of a committee requires
the vote of a majority of the directors then in office, provided that a quorum
is present. Any committees that
includes voting members who are not on the Board of Directors may not be
delegated the authority or power of the Board of Directors, and will be clearly
titled as “advisory” committees. Any
committee whose voting members consist only of directors, to the extent of the
powers specifically delegated in the resolution of the Board of Directors or in
these Bylaws, may have all or a portion of the authority of the Board of
Directors, except that no committee, regardless of Board resolution, may:
(a)
Fill vacancies on the Board or on any committee which has the authority
of the Board.
(b)
Amend
or repeal the articles of incorporation or bylaws or adopt new Bylaws.
(c)
Amend
or repeal or any resolution of the Board which by its express terms is not so
amendable or repealable.
(d)
Appoint
any other committees of the Board of Directors or the members of such
committees.
(e)
Approve of a plan of merger; consolidation; voluntary dissolution;
bankruptcy or reorganization; or for sale, lease, or exchange of all or
substantially all of the property and assets of the corporation otherwise than
in the usual and regular course of its business; or revoke any such plan.
(f)
Approve any transaction to which this corporation is a party and in which
one or more of the Directors has a material financial interest, except as
expressly provided in Section 5233(d)(3) of the California Nonprofit Public
Benefit Corporation Law.
No committee shall bind the corporation in a contract or agreement or expend corporate funds, unless authorized to do so by the Board of Directors.
By a majority vote of its members then in office, the Board may at any time revoke ormodify any or all of the authority so delegated, increase or decrease but not below three(3) the number of its members, and fill vacancies therein from the members of the Board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.
SECTION
8.02: Executive Committee. Pursuant to Section 8.01, the Board of
Directors may appoint three (3) or more of its members (who may also be serving
as officers of this corporation) to constitute an Executive Committee.
The Executive Committee, unless limited in a resolution of the board,
shall have and may exercise all the authority of the Board in the management of
the business and affairs of the corporation between meetings of the board;
provided, however, that the Executive Committee shall not have the authority of
the board in reference to those matters enumerated in Section 8.01.
The Secretary of the Corporation shall send to each director a summary
report of the business conducted at any meeting of the Executive Committee.
SECTION 8.03: Meetings and Actions of Committees. Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
ARTICLE
9: STANDARD OF CARE
SECTION
9.01: General. The directors shall not be personally liable for the debts,
liabilities, or other obligations of the corporation.
A director shall perform the duties of a director, including duties as a member of any committee of the Board on which the director may serve, in good faith, in a manner such director believes to be in the best interest of this corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances.
In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:
(a) One or more officers or employees of the corporation whom the director believes to be reliable and competent in the matters presented;
(b) Counsel, independent accountants or other persons as to matters which the director believes to be within such person’s professional or expert competence; or
(c) A committee of the Board upon which the director does not serve, as to matters within its designated authority, which committee the director believes to merit confidence, so long as in any such case, the director acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.
Except as provided in Section 13.01, a person who performs the
duties of a director in accordance with the above shall have no liability based
upon any failure or alleged failure to discharge that person’s obligations as
a director, including, without limiting the generality of the foregoing, any
actions or omissions which exceed or defeat a public or charitable purpose to
which a corporation, or assets held by it, are dedicated.
SECTION
9.02: Indemnification.
To the extent that a person who is, or was, a director, officer,
employee, or other agent of this
corporation has been successful on the merits in defense of any civil, criminal,
administrative or investigative proceeding brought to procure a judgment against
such person by reason
of the fact that he or she is, or was, an agent of the corporation, or has been
successful in defense of any claim, issue or matter, therein, such person shall
be indemnified against expenses actually and reasonably incurred by the person
in connection with such proceeding.
If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection
with such
proceedings shall be provided by this corporation but only to the extent allowed
by, and in accordance with the requirements of, Section 5238 of the California
Nonprofit Public Benefit Corporation Law.
SECTION 9.02: Insurance. The Board of Directors shall have the power to purchase and maintain insurance to the full extent permitted by law on behalf of any agent of the corporation (including a director, officer, employee, or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) 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 Section 5238 of the California Nonprofit Public Benefit Corporation Law.
ARTICLE
10: EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION
10.01: Execution of Instruments.
The Board of Directors, except as otherwise provided in these Bylaws, may
by resolution authorize any officer or agent of the corporation to enter into
any contract or execute and deliver any instrument in the name of and on behalf
of the corporation, and such authority may be general or confined to specific
instances. Unless so authorized, no
officer, agent, or employee shall have any power or authority to bind the
corporation by any contract or engagement or to pledge its credit or to render
it liable monetarily for any purpose or in any amount.
SECTION
10.02: Checks and Notes.
Except as otherwise specifically determined by resolution of the Board of
Directors, or as otherwise required by law, checks, drafts, promissory notes,
orders for the payment of money, and other evidence of indebtedness of the
corporation shall be signed by the Treasurer and countersigned by the President
of the corporation.
SECTION
10.03: Deposits.
All funds of the corporation shall be deposited from time to time to the
credit of the corporation in such banks, trust companies, or other depositories
as the Board of Directors may select.
SECTION
10.04: Voting of Stocks Owned by Corporation.
All stock of other corporations or memberships in other corporations
owned or held by the corporation for itself, or for other parties in any
capacity, shall be voted, and all proxies with respect to such stock or
memberships shall be executed, by the person authorized to do so by resolution
of the Board of Directors, or in the absence of such authorization, jointly by
the President, Treasurer, and Secretary.
SECTION 10.05: Gifts. The Board of Directors may accept on behalf of the corporation any
contribution, gift, bequest, or devise for the charitable or public purposes of this corporation.
ARTICLE
11: CORPORATE RECORDS, REPORTS AND SEAL
SECTION
11.1: Maintenance of Corporate
Records. The corporation shall
keep at its principal office in the State of California:
(a) A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by Directors of the corporation at all reasonable times during office hours;
(b) Minutes of all meetings of Directors and committees of the Board indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
(c)
Adequate and correct books and records of account, including accounts of
its properties and business transactions and accounts of its assets,
liabilities, receipts, disbursements, gains and losses.
The
minutes shall be kept in written or typed form or in any other form capable of
being converted into written, typed,
or printed form. Upon leaving
office, each officer, employee, or agent of the corporation shall turn over to
his or her successor or the President, in good order, such corporate monies,
books, records, minutes, lists, documents, contracts or other property of the
corporation as have been in the custody of such officer, employee, or agent
during his or her term of office.
SECTION
11.2: Corporate Seal.
The Board of Directors may adopt, use, and at will alter, a corporate
seal.
Such seal shall be kept at the principal office of the corporation.
Failure to affix the seal to corporate instruments, however, shall not
affect the validity of any such instrument.
SECTION
11.3: Director’s Inspection
Rights. Every Director shall
have the absolute right at any reasonable time to inspect all books, records and
documents of every kind and the physical properties of the corporation and each
of its subsidiary corporations. The inspection may be made in person or by agent or attorney,
and shall include the right to copy and make extracts of documents.
SECTION
11.4: Right To Copy and Make
Extracts. Any inspection under
the provisions of this Article may be made in person or by agent or attorney and
the right to inspection includes the right to copy and make extracts.
SECTION
11.5: Annual Report.
The corporation shall provide to the directors no later than one
hundred and twenty (120) days after the close of it’s fiscal year, a report
containing the following information in appropriate detail:
(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, for the fiscal year;
(d)
The expenses or disbursements of the corporation, for both general and
restricted purposes, during the fiscal year;
(e) { & }Any transaction in which the corporation, or its parent or its subsidiary, was a party, involving more than Fifty Thousand Dollars ($50,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than Fifty Thousand Dollars ($50,000) or indemnifications or advances aggregating more than Ten Thousand Dollars ($10,000) which took place during the fiscal year, in which either of the following had a direct or indirect interest:
(1) Any Director or officer of the corporation, or its parent or subsidiary (a mere common directorship shall not be considered a material financial interest); or
(2)
Any holder of more than ten percent (10%) of the voting power of the
corporation, its parent or its subsidiary.
Any statement required by Section
11.5(e) shall briefly describe the names of the interested persons involved in
such transactions, stating each person's relationship to the corporation, the
nature of such person's interest in the transaction and, where practical, the
amount of such interest, provided that in the case of a transaction with a
partnership of which such person is a partner, only the interest of the
partnership need be stated.
The annual report shall be accompanied by any report of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.
ARTICLE
12 : CONTRACTS AND LOANS WITH DIRECTORS AND OFFICERS
SECTION
12.01. Contracts or Transactions
with Directors and Officers. The corporation shall not be a party to any contract or
transaction (a) in which one or more of its directors or officers has a material
financial interest or (b) with any corporation, firm association, or other
entity in which one or more of its directors or officers has a material
financial interest or (c) with any corporation, firm, association, or other
entity (other than a California nonprofit public benefit corporation) in which
one or more of its directors is a director, unless (i) the material facts
concerning the contract or transaction and such director’s or officer’s
financial interests or common directorship are fully disclosed in good faith and
are noted in the minutes, or are known to all members of the board prior to
consideration by the board of such contract or transaction; (ii) such contract
or transaction is authorized or approved in good faith by a majority of the
board by a vote sufficient for that purpose without counting the vote of such
interested directors or officers; (iii) prior to authorizing or approving the
contract or transaction, the board considers and in good faith determines after
reasonable investigation under the circumstances that the contract or
transaction implements a charitable program of this corporation; (iv) this
corporation enters into the contract or transaction for its own benefit; and (v)
the contract or transaction is fair and reasonable to this corporation or
implements a charitable program of the corporation at the time the contract or
transaction is entered into.
A director or officer of this corporation shall not be deemed to have a “material financial interest” in a contract or transaction that implements a charitable program of this corporation solely because such a contract or transaction results in a benefit to a director or officer or their families by virtue of their membership in the class of persons intended to be benefited by the charitable program of this corporation, as long as the contract or transaction is approved or authorized by the corporation in good faith and without unjustified favoritism.
ARTICLE 13: PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSET
No Director, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation.
ARTICLE
14: FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January and end on the December 31 in each year.
ARTICLE
15: CONSTRUCTION AND DEFINITIONS
Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the California Nonprofit Corporation Law as amended from time to time shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine neuter, the singular number includes the plural and the plural number includes the singular, and the term “person” includes a corporation as well as a natural person. If any competent court of law shall deem any portion of these Bylaws invalid or inoperative, then so far as is reasonable and possible (i) the remainder of these Bylaws shall be considered valid and operative, and (ii) effect shall be given to the intent manifested by the portion deemed invalid or inoperative.
ARTICLE
16: AMENDMENT OF BYLAWS
These Bylaws may be adopted, amended or repealed by the vote of a majority of the directors then in office. Such action is authorized only at a duly called and held meeting of the Board of Directors for which written notice of such meeting, setting forth the proposed Bylaw revisions with explanations therefor, is given in accordance with these Bylaws, unless such notice is waived in accordance with these Bylaws.
WRITTEN
CONSENT OF DIRECTORS ADOPTING BYLAWS
I, the undersigned, certify that I am the currently elected and acting Secretary of Mehr Foundation, a California nonprofit corporation, and the above Bylaws, consisting of ___ pages are the Bylaws of this corporation as adopted at a meeting of the board of Directors held on ________________.
Dated:
___________, 1999.
Executed at ___________________, California
Fariba Khosravani, Secretary
