BYLAWS 

OF 

SUN CITY ROSEVILLE FOUNDATION

A California Nonprofit Public Benefit Corporation 

June 1, 2009

TABLE OF CONTENTS

 

ARTICLE I........   Name of corporation

Section 1.01......... Name of Corporation

ARTICLE II.......  Offices of the Corporation

Section 2.01......... Principal Office

Section 2.02......... Other Offices

ARTICLE III..... PURPOSES AND LIMITATIONS

Section 3.01......... General Purposes

Section 3.02......... Specific Purposes

Section 3.03......... Limitations

ARTICLE IV..... MEMBERS

Section 4.01......... Members

Section 4.02......... Associates

ARTICLE V....... DIRECTORS

Section 5.01......... General and Specific Powers

Section 5.02......... Authorized Number

Section 5.03......... Restriction on Interested Persons as Directors

Section 5.04......... Designation and Term of Office

Section 5.05......... Vacancies on Board

Section 5.06......... Director's Meeting

Section 5.07......... Notice; Manner, Time and Contents

Section 5.08......... Quorum; Content and Subsequent Withdrawal

Section 5.09......... Waiver of Notice

Section 5.10......... Adjournment; Notice of Adjourned Meeting

Section 5.11......... Action Without a Meeting

Section 5.12......... Compensation and Reimbursement

ARTICLE VI.....   Committees of the Board

Section 6.01......... Creation of Committees and Leadership

Section 6.02......... Limitations Upon Committees of the Board

Section 6.03......... Meetings and Action of Committees

ARTICLE VII.... OFFICERS

Section 7.01......... Officers of the Corporation

Section 7.02......... Election of Officers

Section 7.03......... Subordinate Officers

Section 7.04......... Removal and Resignation of Officers

Section 7.05......... Vacancies in Office

Section 7.06......... Responsibilities of Officers

ARTICLE VIII.. INDEMNIFICATION

Section 8.01......... Right of Indemnity

Section 8.02......... Approval of Indemnity

Section 8.03......... Advancement of Expenses

Section 8.04......... Insurance

ARTICLE IX..... RECORDS AND REPORTS

Section 9.01......... Maintenance of Corporate Records

Section 9.02......... Inspection by Directors

Section 9.03......... Annual Financial Report

Section 9.04......... Annual Activity Report

ARTICLE X....... MISCELLANEOUS

Section 10.01....... Inspection of Books and Records

Section 10.02....... Corporate Seal

Section 10.03....... Amendment or Repeal of Bylaws

Section 10.04....... Construction and Definition

Section 10.05....... Non-paid Directors; Alleged Failure to Discharge Duties; No Monetary Liability

Section 10.06....... Personal Liability of a Volunteer Director or Officer for Negligence 15

Section 10.07....... Gifts and Contributions

ARTICLE I
Name of corporation

 

Section 1.01.Name of Corporation.  The name of this corporation is Sun City Roseville Foundation (“the Corporation"). The Corporation is formed under the California Public Benefit Corporation Law (California Corporations Code section 5110 et seq.) and is a charitable organization.

ARTICLE II
offices of the corporation

 

Section 2.01.Principal Office.  The principal office for the transaction of the activities and affairs of the Corporation ("principal office") is located at 7050 Del Webb Boulevard, in the City of Roseville, County of Placer, California. The Board of Directors may change the principal office from one location to another. Any change of location of the principal office shall be noted by the Secretary on the copy of these Bylaws maintained in the Official Corporate Book opposite this section, or this section may be amended to state the new location.

Section 2.02.Other Offices.  The Board may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to conduct its activities.

 

 

ARTICLE III
PURPOSES AND LIMITATIONS

 

Section 3.01.General Purposes.

  1. The Corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person.

  2. The Corporation is organized under the California Nonprofit Public Benefit Corporation Law exclusively for the purpose of providing services specifically designed to meet, in a significant manner, the physical or social needs of Sun City Roseville residents and other charitable purposes within the meaning of Section 501(c )(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law. The Corporation may engage in any lawful activity in furtherance of such purposes.

 

Section 3.02.Specific Purposes.  Within the context of the general purposes stated above, the Corporation shall have the power and authority to engage in the activities and services more particularly described in the Articles of Incorporation and other charitable or educational services of a similar nature that are not prohibited by

 

Section 3.03, below.

 

Section 3.03.Limitations.  Notwithstanding any other provision of these Bylaws, the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of the Corporation, and the Corporation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law, or (ii) by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law.

  1. No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation and the Corporation shall not participate in or intervene in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office.

  2. All assets of the Corporation are irrevocably dedicated to the purposes set forth in Sections 3.01 and 3.02, above. No part of the net earnings of the Corporation shall inure to the benefit of any of its directors, trustees, officers, private shareholders or members, or to individuals.

 

 

ARTICLE IV
MEMBERS

 

Section 4.01.Members.  The Corporation shall not have any capital stock or members, as the term "members" is defined in California Corporations Code section 5056. Any action which would otherwise require approval by a majority of members or approval by the members shall require only approval of the Board of Directors. All rights which would otherwise vest in the members shall vest in the Board of Directors.

 

Section 4.02.Associates.  Nothing in this Article IV shall be construed as limiting the right of the Corporation to refer to persons associated with it as "members" even though such persons do not possess the voting or other rights that define the term "members" as that term is used in the California Public Benefit Corporation Law, and no reference to a person as a member of the Corporation is intended to constitute such persons as members in the statutory sense of that term. Instead, such persons shall be deemed to be associated persons with respect to the Corporation, as that term is defined in California Corporations Code section 5332.

ARTICLE V
DIRECTORS

 

Section 5.01.General and Specific Powers.

  1. General Corporate Powers.  The business and affairs of the Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. Subject to the limitations expressed in Section 6.02, below (relating to limitations on the delegation of authority to committees), the Board may delegate the management of the activities of the Corporation to any person or persons or committee, provided that notwithstanding any such delegation the activities and affairs of the Corporation shall continue to be managed and all corporate powers shall continue to be exercised under the ultimate direction and control of the Board.

  2. Specific Powers.  Without prejudice to the general powers set forth in Section 5.01(a) above of these Bylaws, but subject to the same limitations, the Board of Directors shall have the power to:

    1. Appoint and remove, at the pleasure of the Board, all the Corporation’s officers, agents, contractors, and employees; prescribe powers and duties for them that are consistent with law, with the Articles of Incorporation, and with these Bylaws; and fix their compensation and require from them security for faithful performance of their duties.

    2. Change the principal office or the principal office in California from one location to another; cause the Corporation to be qualified to conduct its activities in any other state, territory, dependency, or country; and conduct its activities with or outside California for holding any meeting of members.

    3. Adopt and use a corporate seal.

    4. Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

    5. Fill vacancies on the Board of Directors or on any committee appointed by the Board.

    6. Open bank accounts on behalf of the Corporation and designate signatories to such bank accounts.

    7. Bring and defend actions on behalf of the Corporation so long as the action is, in the estimation of the Board, pertinent to the operations of the Corporation and its charitable mission and purposes.

    8. Contract for and pay premiums for insurance and bonds (including indemnity bonds) which may be necessary or appropriate for the business and activities of the Corporation.

  3. Limitations on Powers.  The foregoing statement of powers notwithstanding, the Board of Directors shall not engage in or undertake any of the following actions:

    1. Self-Dealing Transactions.  Notwithstanding the powers conferred on the Board pursuant to this Section 5.01 and Section 4.01, above, the Corporation shall not engage in any transaction which meets the definition of a “self-dealing transaction” as defined in section 5233 of the California Public Benefit Corporation Law, unless the transaction has been approved by one of the means specified in section 5233(d).

            Essentially, a "self-dealing transaction" is any transaction to which the Corporation is a party and in which one or more of its directors has a material financial interest.

  1. Transactions Between corporations Having Common Directorships.  Unless it is established that the contract or transaction is just and reasonable as to the Corporation at the time it is authorized, approved or ratified, the Corporation shall not enter into a contract or transaction with any other corporation, association or entity in which one or more of the Corporation's Directors are directors unless the material facts as to the transaction and the director's common directorship are fully known or disclosed to the Board. The Board must approve, authorize or ratify any such contract or transaction in good faith and by a vote sufficient without counting the vote of the common director(s).

  2. Loans to Directors or Officers.  The Corporation shall not make any loan of money or property to, or guarantee the obligation of, any director or officer, unless the transaction is first approved by the California Attorney General. This provision shall not apply to any reasonable advance on account of expenses anticipated to be incurred in the performance of the director's or officer's duties.

  3. Standards for Investment.  Except as provided in California Corporations Code sections 5240(c) and 5241, in the investment, reinvestment, purchase, acquisition, exchange, sale and management of the Corporation's investments, the Board shall:

    1. 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; and

    2. Comply with additional standards, if any, imposed by the Articles of Incorporation, these Bylaws, any resolutions duly adopted by the Board, or the express terms of any instrument or agreement pursuant to which the invested assets were contributed to the Corporation.

  4. Limitations Imposed by Charitable Tax Status  The Board shall manage the business and affairs of the Corporation in a manner which is consistent with the requirements for maintaining its tax-exempt status, as summarized in Section 3.03, above.

  5. The directors and officers of the Corporation shall serve without compensation for their services as directors or officers; provided, however, that upon approval by the Board of Directors, directors and officers may be reimbursed for actual out-of-pocket expenses upon presentation of a proper invoice or other appropriate evidence of the expenses incurred.

 

Section 5.02.Authorized Number.  The Board of Directors shall consist of at least three (3) but no more than fifteen (15) directors until changed by amendment of the Articles of Incorporation.  The initial number of Directors shall be seven (7) until changed as provided for in this Section 5.02.

  1. Qualifications.  To be eligible to serve on the Board of Directors, a candidate must be a resident of the Sun City Roseville community. Additional qualifications for directors may be established by the Board of Directors of the Corporation, from time to time, by resolution of the Board.

 

Section 5.03.Restriction on Interested Persons as Directors.  As more particularly provided in California Corporations Code section 5227, no more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. An interested person is:

  1. any person compensated by the Corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor or otherwise, excluding any reasonable compensation paid to a director as director; and

  2. any brother, sister, ancestor, descendent, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of such person.  However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the Corporation.

 

Section 5.04.Designation and Term of Office. 

  1. Appointment of Initial Directors; Creation of Staggered Terms of Office.  The initial seven (7) directors shall be designated by the Board of Directors of the Sun City Roseville Community Association, Inc., a California Nonprofit Mutual Benefit Corporation. In order to provide continuity of leadership for the Corporation, directors shall serve for staggered terms, and in order to establish the process of staggered terms, at the first organization meeting of the Board, the initial directors shall agree among themselves, or in the alternative, draw straws to determine which three initial directors shall hold office for a term of one (1) year and which four initial directors shall hold office for a term of two (2) years and until his or her successor has been elected and qualified.

  2. Election of Successor Directors and Terms of Office.  Following appointment of the initial Board of Directors, all subsequent directors shall be elected by the members of the Board of Directors of the Corporation and as provided for herein. Directors elected to serve on the Board shall hold office for two (2) year terms.

  3. Limitation on Consecutive Terms of Office.  Any director may be elected for up to three (3) consecutive terms of office, but having served for three consecutive terms, a person cannot reapply until a period of at least one (1) year has elapsed since his or her last term. The Board of Directors may, by unanimous vote, waive the one year waiting period, and invite a termed-out director to start a new term immediately.

 

Section 5.05.Vacancies on Board. 

  1. Events Causing Vacancy.  A vacancy or vacancies on the Board shall exist on the occurrence of the following:

    1. the death or resignation of any director;

    2. the declaration by resolution of the Board of a vacancy in the office of a     director who has been declared of unsound mind by an order of court,      convicted of a felony, or found by a final order or judgment of any court to         have breached a duty under Article 3 of Chapter 2 of the Law;

    3. the vote of a majority of the directors to remove any director(s); or

    4. the increase of the authorized number of directors.

  2. Resignation of Directors. Except as provided below, any director may resign by giving written notice to the Chair of the Board, the Secretary, or the Board of Directors. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director's resignation is effective at a later time, the Board may elect a successor to take office as of the date when the resignation becomes effective. Except on notice to the Attorney General of California, no director may resign if the Corporation would be left without a duly elected director or directors.

  3. Filling Vacancies.  Vacancies on the Board may be filled by the vote of a majority of the directors then in office, whether or not less than a quorum or by a sole remaining director.

  4. No Vacancy on Reduction of Number of Directors.  No reduction of the authorized number of Directors shall have the effect of removing any director before that director's term of office expires.

 

Section 5.06.Director's Meeting.

  1. Place of Meetings.  Meetings of the Board shall be held at any place within or outside California that has been designated from time to time by resolution of the Board or in the notice of the meeting or, if not designated, at the principal office of the Corporation.

  2. Meetings by Telephone or Use of Electronic Communications Equipment; Limitations.  Meetings of the Board may also be held through the use of conference telephone, electronic video screen communication, or other communications equipment. Participation in a meeting pursuant to this subparagraph (b) shall constitute presence in person at the meeting so long as all of the following conditions are satisfied: (i) each director participating in the meeting can communicate with all of the other participating directors concurrently; (ii) each director is provided the means of participating in all matters coming before the Board, including the capacity to propose, or to interpose objections, to specific proposals or actions to be taken by the Corporation; and (iii) the Corporation adopts and implements some means of verifying that the persons participating in the meeting are, in fact, directors; and that all statements, questions, actions or votes made during the meeting are made by a director and not by some other person.

  3. Annual Meeting.  The Board shall hold a regular meeting for purposes of organization, election of officers, and transaction of other business. Notice of this meeting is not required. The annual meeting shall be scheduled in the month of August of each year at a date, time and location determined by the Board and stated in the notice of the meeting.

  4. Other Regular Meetings.  Other regular meetings of the Board may be held without call or notice at such time and place as the Board may fix from time to time. To facilitate the planning of individual directors, the Board shall endeavor to schedule the dates for regular meetings for the forthcoming year at each year's organizational meeting.

  5. Special Meetings.  Special meetings of the Board for any purpose may be called at any time by the Chair of the Board, the Vice Chair, the Secretary, or any two directors.

 

Section 5.07.Notice; Manner, Time and Contents.

  1. Manner.  Meetings of the Board shall be held upon at least four (4) days notice by first-class mail or forty-eight (48) hours notice given personally or by telephone, telex, telefacsimile, electronic mail, voice messaging system, or other similar system or technology designed to record and communicate messages. Notices of meetings shall be addressed or delivered to each director at such director's address as it is shown upon the records of the Corporation or as may have been given to the Corporation by the director for purposes of notice, or, if such address is not shown on such records or is not readily ascertainable, at the place where the meetings of the directors are regularly held.

  2. Time of Receipt of Notice.  Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the receiver.

  3. Contents of Notices.  The notice shall state the time of the meeting and the place if the place is other than the principal office of the Corporation. It need not specify the purpose of the meeting, although it shall be the practice of this Corporation to have an agenda listing items intended to be presented for action at the meeting accompany the notice of the meeting so that the directors can properly prepare for such actions.

 

Section 5.08.Quorum; Content and Subsequent Withdrawal. 

  1. Minimum Quorum Requirement.  A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, other than entertaining a motion to adjourn. In the case of adjournment, a majority of the directors present, whether or not a quorum is present, can vote to adjourn.

  2. Effect of a Director's Subsequent Withdrawal During Meeting.  A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of a sufficient number of Directors to defeat a quorum, as long as any action taken or decision made is approved by at least a majority of the required quorum for that meeting.

  3. Requirements for Valid Action By the Board.  Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the Board, subject to the more stringent provisions of the California Nonprofit Corporation Law, including without limitation, those provisions relating to:

    1. approval of contracts or transactions in which a director has a direct or       indirect material financial interest;

    2. creation of and appointments to committees of the Board; and,

    3. indemnification of directors.

 

Section 5.09.Waiver of Notice. Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting and does not protest, before or after or at the commencement of the meeting, lack of notice to him or her.

 

Section 5.10.Adjournment; Notice of Adjourned Meeting. 

  1. Adjournment.  A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

  2. Notice of Adjourned Meeting.  Notice of the time and place of holding an adjourned meeting need not to be given unless the original meeting is adjourned for more than twenty four (24) hours. If the original meeting is adjourned for more than twenty four (24) hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the directors who were not present at the time of the adjournment.

 

Section 5.11.Action Without a Meeting.  Any action that the Board is required or permitted to take may be taken without a meeting if all members of the Board consent in writing to the action; provided, however, that the consent of any director who has a material financial interest in a transaction to which the Corporation is a party and who is an "interested director" as defined in section 5233 of the California Corporations Code shall not be required for approval of that transaction. Such action by written consent shall have the same force and effect as any other validly approved action of the Board. All such consents shall be filed with the minutes of the proceedings of the Board.

 

Section 5.12.Compensation and Reimbursement.  Directors and members of committees may receive reimbursement of expenses, as the Board may determine by resolution to be just and reasonable as to the Corporation at the time that the resolution is adopted. Notwithstanding the foregoing, the Corporation shall not make any loan of money or property to, or guarantee the obligation of, any director or officer, unless approved by the Attorney General; provided, however, that the Corporation may advance money to a director or officer of the Corporation for expenses reasonably anticipated to be incurred in the performance of the duties of such director or officer, further provided that, in the absence of any such advance, such director or officer would be entitled to be reimbursed for such expenses by the Corporation. Nothing contained in this Section 5.12 shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee or otherwise, and receiving compensation therefor.

 

 

ARTICLE VI
committees of the board

 

Section 6.01.Creation of Committees and Leadership. 

  1. Creation.  The Board may, by resolution adopted by a majority of the directors then in office, provided a quorum is present, establish one or more committees which, except as their powers may otherwise be limited by Section 6.02, below, or by the resolution of the Board authorizing and creating the committee, shall have and may exercise the powers of the Board in the management of the business and affairs of the Corporation.

  2. Investment Committee.  A standing Investment Committee, consisting of no fewer than two directors, shall be appointed by the Board. The Committee shall operate under the authority granted by an Investment Policy approved by the Board and within the provisions of that Policy.

  3. Leadership.  Each committee must include at least one director. The Board may appoint natural persons who are not directors to serve on the committee(s). The Board may appoint one or more directors as alternate members of any committee of the Corporation, who may replace any absent committee member at any meeting.

 

Section 6.02.Limitations Upon Committees of the Board.  Any committee appointed by the Board committee pursuant to Section 6.01, above, shall have all the authority of the Board, except that no committee, regardless of Board resolution, may:

  1. Take any final action on any matter that, under the Law, also requires approval of majority of director members of the Board;

  2. Fill vacancies on the Board or on any committee that has the authority of the Board;

  3. Amend or repeal Bylaws or adopt new Bylaws;

  4. Amend or repeal of the Articles of Incorporation or the adoption of a plan of merger or a plan of consolidation with another corporation;

  5. Amend or repeal any resolution of the Board unless such resolution provides by its express terms that it may be amended or repealed by a committee;

  6. Create any other committees of the Board or appoint the members of committees of the Board;

  7. Expend corporate funds to support a nominee for director after more people have been nominated for director than can be elected; or

  8. Approve any contract or transaction to which the Corporation is a party and in which one or more of its directors has a material financial interest, except as special approval is provided for in section 5233(d)(3) of the California Corporations Code.

 

Section 6.03.Meetings and Action of Committees.  Meetings and actions of committees of the Board shall be governed by, held, and taken in accordance with the provisions of these Bylaws concerning meetings and other Board actions, except that time for regular meetings of such committees and the calling of special meetings of such committees may be determined either by Board resolution or, if there is none, by resolution of the committee of the Board. Minutes of each meeting of any committee of the Board shall be kept and shall be filed with the corporate records. The Board may adopt rules for the governance of any committee, provided they are consistent with these Bylaws or, in the absence of rules adopted by the Board, the committee may adopt such rules.

 

 

ARTICLE VII
OFFICERS

 

Section 7.01.Officers of the Corporation.  The officers of the Corporation shall be a Chair of the Board, a Vice Chair, a Secretary, and a Chief Financial Officer or Treasurer. The Corporation may also have, at the Board's discretion, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with Section 7.03 of these Bylaws. Any number of offices may be held by the same person, except that neither the Secretary nor the Chief Financial Officer may serve concurrently as the Chair of the Board.

 

Section 7.02.Election of Officers.  The officers of the Corporation, except those appointed under Section 7.03 of these Bylaws, shall be chosen annually by, and shall serve at the pleasure of, the Board, and shall hold their respective offices until their resignation, removal, or other disqualification from service, or until their respective successors shall be elected.

 

Section 7.03.Subordinate Officers.  The Board may elect, and may empower the Chair of the Board, to appoint such other officers that the Corporation may require. Each officer so appointed shall have the title, hold office for the period, have the authority, and perform the duties specified in these Bylaws or as the Board may from time to time determine.

 

Section 7.04.Removal and Resignation of Officers.

  1. Removal.  Any officer may be removed, either with or without cause, by the Board at any time or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment of the officer.

  2. Resignation.  Any officer may resign at any time by giving written notice to the Corporation, but without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. Any such resignation shall take effect as of the date the notice is received 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 7.05.Vacancies in Office.  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 election or appointments to that office, provided that such vacancies shall be filled as they occur and not on an annual basis.

 

Section 7.06.Responsibilities of Officers.

  1. Chair of the Board.  The Chair of the Board shall be elected by the Board from among the directors. He or she shall be the chief executive officer of the Corporation and shall, subject to the control of the Board, have general supervision, direction and control of the affairs and officers of the Corporation. He or she shall preside at all meetings of the Board, and shall have the general power and duties of management usually vested in the office of Chair of the Board of a nonprofit charitable organization, together with such other powers and duties as may be prescribed by the Board or the Bylaws.

  2. Vice Chair of the Board.  The Vice Chair of the Board shall be elected by the Board from among the directors. In the absence or disability of the Chair of the Board, the Vice Chair of the Board shall perform all the duties of the Chair of the Board and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chair of the Board. He or she shall have such other powers and perform such other duties as from time to time may be prescribed by the Board or the Bylaws. It shall be the policy of this Corporation that the person elected to serve as Vice Chair of the Board be a director that has expressed a commitment to continue as an officer in the capacity of the Chair of the Board upon expiration of the incumbent Chair's term of office or upon the Chair's earlier resignation or removal.

  3. Secretary.

    1. Maintenance of Official Corporate Book.  The Secretary shall keep, or cause to be kept, at the Corporation's principal office or such other place as the Board may direct, an Official Corporate Book that shall include minutes of all meetings of the Board and its committees, with the time and place that the meeting was held, whether annual, regular, or special, and if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal office in the State of California the original or a copy of the Corporation's Articles of Incorporation and Bylaws, as amended to date.

    2. Notice of Meetings to be Given.  The Secretary shall give, or cause to be given, notice of all meetings of the Board and any committees thereof required by law or by these Bylaws to be given.

    3. Seal and Other Duties.  The Secretary shall keep the corporate seal in safe custody and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.

  4. Chief Financial Officer. 

    1. Designation.  The Board may designate a person, who need not be a member of the Board, to serve as the Chief Financial Officer of the Corporation. In the absence of such a designation, the Treasurer shall serve as the Chief Financial Officer.

    2. Books of Account.  The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the Corporation's properties and business transactions. The books of account shall be open to inspection by any director at all reasonable times.

    3. Deposit and Disbursement of Money and Valuables.  The Chief Financial Officer shall deposit, or cause to be deposited all money and other valuables in the name and to the credit of the Corporation with such depositories as the Board may designate and shall disburse the funds of the Corporation as the Board may order. Further, the Chief Financial Officer shall render to the Chair of the Board, if any, and the directors of the Board, whenever they request it, an account of all transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as the Board may prescribe.

    4. Bond.  If required by the Board, the Chief Financial Officer shall give the Corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the corporation of all of its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the Chief Financial Officer on his or her death, resignation, retirement, or removal from office.

  5. Treasurer.  In the absence of a Chief Financial Officer, the Treasurer shall serve as the Chief Financial Officer and perform all duties described in Subsection (d), above.

 

 

ARTICLE VIII
INDEMNIFICATION

 

Section 8.01.Right of Indemnity.  To the fullest extent permitted by law, the Corporation shall indemnify its directors, officers, employees, and other persons described in section 5238(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any "proceeding," as that term is used in that section, and including an action by or in the right of the Corporation, by reason of the fact that the person is described in that section. "Expenses," as used in this Bylaw, shall have the same meaning as in section 5238(a) of the California Corporations Code.

 

Section 8.02.Approval of Indemnity.  On written request to the Board by any person seeking indemnification under section 5238(b) or section 5238(c) of the California Corporations Code, the Board shall promptly determine under section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in section 5238(b) or section 5238(c) has been met and, if so, the Board shall authorize indemnification.

 

Section 8.03.Advancement of Expenses.  To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Sections 8.01 and 8.02, above, of these Bylaws in defending any proceeding covered by those Sections shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking, by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Corporation for those expenses.

 

Section 8.04.Insurance.  The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer's, director’s, employee's, or agent's status as such 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 California Corporations Code section 5233.

 

 

ARTICLE IX
RECORDS AND REPORTS

 

Section 9.01.Maintenance of Corporate Records.  The Corporation shall keep:

  1. Adequate and correct books and records of account;

  2. Written minutes of the proceedings of the Board and committees of the Board; and

  3. A record of each director and officer's name and address.

 

Section 9.02.Inspection by Directors.  Every director shall have the absolute right at any reasonable time to inspect the Corporation's books, records, documents of every kind, physical properties and the records of each of its subsidiaries. The inspection may be made in person or by the director's agent or attorney. The right of inspection includes the right to copy and make extracts of documents.

 

Section 9.03.Annual Financial Report.  The Board shall cause an annual financial report to be sent to the directors within one hundred twenty (120) days after the end of the Corporation's fiscal year. That report shall contain the following information, in appropriate detail, for the fiscal year:

  1. The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year.

  2. The principal changes in assets and liabilities, including trust funds.

  3. The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes.

  4. The expenses or disbursements of the Corporation for both general and restricted purposes.

  5. Any information required by Corporations Code §6322, relating to certain transactions involving the Corporation in which a director has a material financial interest and any indemnifications or advances in excess of $10,000 made or incurred during the year.

The annual report shall be accompanied by any report on it from independent accountants or, if there is no such report, by the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the Corporation's books and records.

This requirement of an annual financial report shall not apply if the Corporation receives less than $25,000 in gross receipts during the fiscal year, provided, however, that the information specified above for inclusion in an annual report must be furnished annually to all directors who request it in writing.

 

Section 9.04.Annual Activity Report.  The board shall cause an annual activity report to be sent to the directors within one hundred twenty (120) days after the end of the Corporation's fiscal year. The report shall contain a summary of the Corporation's activities for the fiscal year.

 

 

ARTICLE X
MISCELLANEOUS

 

Section 10.01.Inspection of Books and Records.  In accordance with section 6334 of the California Corporations Code, every director shall have an absolute right at any reasonable time to inspect all books, records, documents and minutes of the Corporation and the physical properties owned by the Corporation. The right of inspection by a director includes the right to make extracts and copies of documents.

 

Section 10.02.Corporate Seal.  If obtained, the corporate shall have a circular form having within its circumference the words "Sun City Roseville Foundation, Incorporated May 7, 1997, State of California."

 

Section 10.03.Amendment or Repeal of Bylaws.  These Bylaws may only be amended or repealed and new Bylaws adopted by the affirmative vote or written ballot of a majority of all the members of the Board.

 

Section 10.04.Construction and Definition.  Unless context requires otherwise or a term is specifically defined herein, the general provisions, rules of construction and definitions in the California Nonprofit Corporation Law shall govern construction of the Bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, a singular number includes the plural and a plural number includes the singular.

 

Section 10.05.Non-paid Directors; Alleged Failure to Discharge Duties; No Monetary Liability.  Except as provided in California Corporations Code sections 5233 or 5237, there is no monetary liability on the part of, and no cause of action for damages shall arise against, any non-paid director, including any non-paid director who is also a non-paid officer, of the Corporation based upon any alleged failure to discharge the person's duties as director or officer if the duties are performed in a manner that meets all of the following criteria:

  1. The duties are performed in good faith.

  2. The duties are performed in a manner such director believes to be in the best interests of the Corporation.

  3. The duties are performed with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

 

Section 10.06.Personal Liability of a Volunteer Director or Officer for Negligence. 

  1. Except as provided in Section 10.06(c), below, there shall be no personal liability to a third party on the part of a volunteer director or volunteer executive committee officer of the Corporation caused by the director's or officer's negligent act or omission in the performance of that person's duties as a director or officer, if all of the following conditions are met:

    1. The act or omission was within the scope of the director's or executive committee officer's duties.

    2. The act or omission was performed in good faith.

    3. The act or omission was not reckless, wanton, intentional, or grossly negligent.

    4. Damages caused by the act or omission are covered pursuant to a liability insurance policy issued to the Corporation, either in the form of a general liability policy or a director's and officer's liability policy, or personally to the director or executive committee officer. In the event that the damages are not covered by a liability insurance policy, the volunteer director or volunteer executive committee officer shall not be personally liable for the damages if the Board of Directors and the person had made all reasonable efforts in good faith to obtain available liability insurance.

  2. For purposes of this Section 10.06 "volunteer" means the rendering of services without compensation.  "Compensation" means remuneration whether by the way of salary, fee, or other consideration for services rendered. However, the payment of per diem, mileage, or other reimbursement expenses to a director or executive committee officer does not affect that person's status as a volunteer within the meaning of this section.

  3. This Section 10.6 does not eliminate or limit the liability of a director or officer for the following:

    1. Any liability with respect to self-dealing transactions as provided in California Corporations Code section 5233 or any liability with respect to certain prohibited distributions, loans or guarantees as provided in section 5237 of said law.

    2. Any action or proceeding brought by the California Attorney General.

 

Section 10.07.Gifts and Contributions.  The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purpose of the Corporation.

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