Approved by the LACF Board, 1/18/06
LOS ALTOS COMMUNITY FOUNDATION
As amended on January 18, 2006
The LOS ALTOS COMMUNITY FOUNDATION (hereafter referred to as the “Foundation”) is a nonprofit public benefit corporation organized to foster and promote education, recreation, culture, historic preservation, literacy and art within the municipalities of Los Altos and Los Altos Hills and their unincorporated spheres of influence (hereafter referred to as the “Community”).
The specific purpose of the Foundation is to provide funding for the enhancement of education, recreation, culture, historic preservation, literacy and art in the Community and to carry on other charitable and educational activities associated with this goal, as allowed by law.
The Foundation is organized exclusively for charitable or educational purposes within the meaning of Internal Revenue Code section 501(c)(3) or the corresponding provision of any future United States internal revenue law. Despite any other provision in these articles, the Foundation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that do not further the purposes of the Foundation, and the Foundation shall not carry on any other activities not permitted to be carried on by (a) a Foundation exempt from federal income tax under Internal Revenue Code section 501(c)(3) or the corresponding provision of any future United States internal revenue law, or (b) a Foundation, contributions to which are deductible under Internal Revenue Code section 170(c)(2) or the corresponding provision of any future United States internal revenue law.
The Foundation’s assets are irrevocably dedicated to charitable purposes. No part of the net earnings, properties, or assets of the Foundation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any director or officer of the Foundation. In the event of the liquidation or dissolution of the Foundation, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the Foundation shall be distributed to a nonprofit fund, foundation, organization, or corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code Section 501(c)(3).
ARTICLE I. OFFICE
Section 1.01. The principal office of the Foundation is located at 183 Hillview Avenue, Los Altos, California 94022.
Change of Address
Section 1.02. The Board of Directors may change the principal office of the Foundation from one location to another in the State of California. Any such change shall be by a resolution adopted by the Board and shall not be considered an amendment of these Bylaws. The Board may at any time establish branch or subordinate offices at any place or places where the Foundation is qualified to conduct its activities.
ARTICLE II. PARTICIPATION
Section 2.01. Persons and entities may participate in the Foundation as donors. The Board shall establish categories for appropriate recognition of donors. Donors in each category, and the donors comprising all categories may be referred to collectively, as “Contributors” and an individual donor may be referred to as a “Contributor.”
Section 2.02. Any entity or person is eligible to be a Contributor to the Foundation so long as such prospective donor desires to build a stronger Community and enhance the quality of life in Los Altos and Los Altos Hills and their unincorporated spheres of influence through support of philanthropic activities. It is the policy of the Foundation to encourage family participation its activities. To that end, both persons of a domestic partnership are encouraged to attend meetings and other functions of the Contributors.
Publicity and Privacy
Section 2.03. Except as required by law, or unless otherwise requested in writing by a Contributor, information about a Contributor and his, her, or its contributions may be publicly disclosed and such Contributor may be publicly recognized for his, her, or its contributions to the Foundation.
Non-Liability of Contributors
Section 2.05. A Contributor to the Foundation shall not be personally liable for the debts, obligations or liabilities of the Foundation because of such participation.
ARTICLE III. MEMBERS
Section 3.01. The Foundation shall not have any members within the meaning of the California Nonprofit Corporation Law.
Effect of Prohibition
Section 3.02. Any action that would otherwise require approval by a majority of members or approval by members shall require only the approval of the Board of Directors. All rights that would otherwise vest in members under the California Nonprofit Corporation Law shall instead vest in the Board of Directors. Any reference to members in the books, records, or publications of the Foundation shall be a reference to a category of Contributors and shall not be a reference to persons entitled to vote for the election of directors or the disposition of the assets of the Foundation or possessing any other entitlement or right pursuant to these Bylaws or the Articles of Incorporation of the Foundation.
ARTICLE IV. DIRECTORS
Board of Directors
Section 4.01. The Foundation shall be governed and controlled by a Board of Directors, which shall have not fewer than seven, (7) nor more than thirty-five (45), directors.
Qualifications and Expectations
Section 4.02. The directors of the Foundation shall be persons of good character; be residents of, be active and have an interest in, or be in business in the Community. The directors shall be expected to attend meetings and actively participate in the activities of the Board; support the Foundation financially; and be committed to building a stronger Community and enhancing the quality of life in the Community through support of philanthropic activities. It is the policy of the Foundation to encourage family participation in the activities of the Foundation. To that end, both persons of a domestic partnership may attend Board meetings and other functions of the directors; however, only one partner may vote.
Terms of Office
Section 4.03. Directors shall be elected for four year terms. A director’s first four year term shall end on the June 30 four years after the first June 30 following his or her election. Directors shall serve no more than two consecutive four year terms, but may be elected to serve again after a one-year absence from the Board.
Section 4.04. Any person qualified to be a director under Section 4.02 of these Bylaws may be nominated by the Nominating Committee described in Section 6.04 or by any other method authorized by law.
Section 4.05. Successor directors shall be elected by the then-current Board of Directors either at the May meeting of the Board of Directors or at any other meeting of the Board.
Removal of Directors for Cause
Section 4.09. The Board may declare vacant the office of a director if (1) the director has missed three successive Board meetings without good cause; (2) for any reason prescribed or required by law; or (3) for any other good cause.
Conflict of Interest
Section 4.10. Directors and officers shall use due diligence and reasonable care to avoid conflicts of interest, including any appearance of impropriety and shall comply with such more detailed policy statements as may from time to time be adopted by the Board. Each officer and director shall be provided a copy of these Bylaws and such policy statements at the beginning of his or her term.
Resignation of Director
Section 4.11. Any director may resign by written notice to the Foundation.
Vacancies in the Board
Section 4.12. Vacancies on the Board of Directors exist on the death, resignation, or removal of any Director; whenever the number of Directors authorized is increased; and on the failure of the members in any election to elect the full number of Directors authorized.
Filling Vacancies by Directors
Section 4.13. Vacancies on the Board of Directors may be filled by the Board of Directors at the next regular meeting of the Board of Directors or at any special meeting called for that purpose, except for the vacancy created by the removal of a Director pursuant to these Bylaws.
Section 4.14. Directors shall serve without compensation.
Section 4.15. Meetings of the Board shall be conducted in accordance with the following protocol:
(a) All meetings of the Board shall be held at the principal office of the Foundation or such other place or places as designated by the Board of Directors.
(b) Regular meetings of the Board shall be held at a time and place fixed by the Board of Directors.(c) Special meetings of the Board may be called by the Chair or any two directors. Special meetings shall be held on at least three (4) days’ written notice.
(d) Except as otherwise provided in the Articles of Incorporation, in these Bylaws or by law, every act and decision made by a majority of a quorum of the directors present at a meeting duly held is the authorized act of the Board. A quorum is a majority of the voting members of the Board.
(e) The Chair or, in his or her absence, the Chair-elect or the Immediate Past Chair shall preside at meetings of the Board of Directors. The Secretary or, in the Secretary’s absence, any person appointed by the presiding officer, shall act as Secretary of the Board. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Such participation shall constitute personal presence at the meeting.
(f) A majority of the directors present may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of the adjournment to another time or place must be given to the directors who were not present at the time of the adjournment prior to the time of the adjourned meeting.
Action Without Meeting
Section 4.08. Any action required or permitted to be taken by the Board may be taken without a meeting if a majority of the members of the Board, individually or collectively, consent in writing to such action. Such written consents shall be filed with the records of the proceedings of the Board. Any action by written consent shall have the same force and effect as the vote of the directors at a meeting of the Board.
ARTICLE V. COMMITTEES
Section 5.01. The Board of Directors may adopt resolutions to establish committees by a majority vote of the authorized number of Directors. Such resolutions shall state the purposes of the committees, the number of members, the frequency of meetings and the qualifications for members.
(a) The term of each member on each committee will be for one year, until replaced at the will of the Board of Directors, or until removed as provided herein.
(b) A Chair of each committee shall be designated by the Board of Directors. The Board may, in its discretion, designate a Vice Chair for any committee. The Chair shall be a member of the Board of Directors. Any Vice Chair and other members of the committee shall be Contributors to the Foundation, but need not be directors. A Vice Chair or another committee member shall act as Chair Pro Tem in the absence of the Chair. The Chair will be responsible for having an agenda for each meeting; will follow Robert’s Rules of Order; and will report its activities to the Board at least quarterly.
(c) Any committee member may be removed from the committee by the Board of Director if (1) the member has missed three successive meetings without good cause; (2) for any reason prescribed or required by law; or (3) for any other good cause.
Section 5.02. The Foundation shall have an Executive Committee, a Nominating Committee and an Advisory Committee. In addition, the Board of Directors may establish any number of other standing and ad hoc Committees as the Board may deem appropriate. These Committees may act as advisors to the Board in any area or areas of expertise, as determined by the Board. Except for the Advisory Committee, each Committee shall have at least three (3) members from the Board of Directors. The balance of the Committee may be made up of other Contributors to the Foundation.
Section 5.03. Some of the additional committees that may be established by the Board include: (1) Grants Committee; (2) Public Information (Marketing) Committee; (3) Finance Committee; (4) Events Committee; and (5) Program Committee.
Section 5.04. The Executive Committee shall consist of the Chair, Chair-elect, Immediate Past Chair, Executive Director, Secretary and Treasurer. The Executive Committee may exercise the powers of the Board between meetings of the Board, subject to ratification by the Board at the next Board meeting. In addition, the Board may refer certain matters to the Executive Committee, and the Executive Committee will then report its recommendations back to the Board. All meetings of the Executive Committee will be open to any director.
Section 5.05. The Nominating Committee shall consist of the Executive Committee and the Chairs of the other committees. Each year, the Nominating Committee shall select a slate of recommended officers and directors and submit the slate to the existing Board at the April Board meeting for election at the May Board meeting. Prior to being placed on the slate, the Nominating Committee shall apprise the persons to be placed on the slate of the duties and responsibilities of the position and obtain that person’s assurances that he or she will conscientiously carry out those functions if elected. When there are other vacancies for officers or directors between the annual elections at the May Board meeting, the Nominating Committee shall also recommend candidates to the Board to fill such positions.
Section 5.06. The Advisory Committee shall consist of those persons appointed by the Board of Directors who wish to lend their names and provide advice and counsel to LACF. The Advisory Committee shall have such other duties as may be prescribed by the Board of Directors.
ARTICLE VI. OFFICERS
Number and Titles
Section 6.01. The officers of Los Altos Community Foundation shall be a Chair, Chair-elect, Immediate Past Chair, Executive Director, Secretary, and Treasurer, and such other officers with such titles and duties as shall be determined by the Board from time to time.
Election, Terms of Office and Resignation
(a) The Board shall elect the Chair-elect, Secretary and Treasurer from among the then-serving directors as provided herein.
(b) The Chair-elect shall be elected at the May meeting of the Board in even-numbered years for a one-year term beginning on the following July 1 of such even-numbered year and ending on June 30 of the following odd-numbered year. On July 1 of each odd-numbered year, the Chair-elect will automatically become the Chair for a two-year term ending on June 30 of the next odd-numbered year. For one-year following the June 30 end of his or her term as Chair, such person will serve as the Immediate Past Chair until the June 30 of the even-numbered year preceding the July 1 beginning of the term of the next Chair-elect.
(c) The Secretary and Treasurer shall be elected at the May meeting of the Board every year for a one-year term of office, beginning on July 1 and ending on the following June 30.
(d) All such elections shall be by a majority vote of the members of the Board present and voting; no proxy voting shall be permitted.
(e) Any officer may resign at any time on written notice to the Foundation.
(f) All officers shall serve at the pleasure of the Board.
Section 6.03. The Chair shall preside at all meetings of the Contributors and at all meetings of the Board of Directors. The Chair, together with the Board, shall seek ways to make the Foundation a more effective organization and better able to serve the needs of the Community. The Chair shall be a voting member of the Board of Directors, but shall not be subject to the term limits in Section 6.02 while serving as Chair and Immediate Past Chair. Following the end of his or her term on June 30 of an odd-numbered year, the Chair shall serve as Immediate Past Chair as an ex officio voting member of the Board of Directors for one-year beginning on July of such odd numbered year and ending on the following June 30 of the next even-numbered year.
Section 6.04 The Chair-elect (or if there is no Chair-elect then the Immediate Past Chair) shall serve as Chair if the Chair is unable for any reason to fulfill his or her duties. The Chair-elect shall be a voting member of the Board of Directors, but shall not be subject to the term limits in Section 6.02 while serving as Chair-elect.
Section 6.05. The Board may appoint an Executive Director who shall be the chief executive officer of the Foundation and shall have general supervision, direction and control of the business of the Foundation. The Executive Director shall be an ex officio non-voting member of the Board of Directors.
Section 6.06. The Secretary shall keep or cause to be kept, at the principal office of the Foundation or such other place as the Board of Directors may direct, the minutes, books, documents and other records of the Foundation as required by law or directed by the Board. The records of the Foundation shall be available for inspection as prescribed by law. The Secretary shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws. The Secretary shall be an ex officio voting member of the Board of Directors. The Secretary may serve no more than two consecutive one-year terms, but may serve again after an absence of one-year from the position.
Section 6.07. The Treasurer shall keep or cause to be kept adequate and correct books and financial records of the Foundation. The books and financial records shall, at all reasonable times, be open to inspection by any director or officer. The Treasurer shall render to the Board of Directors, at their regular meetings or at other such times as they shall direct, an accounting of the financial activities and of the financial condition of the Foundation. The Treasurer shall cause to be prepared all required tax filings, whether annual or otherwise. In addition, the Treasurer shall, at the direction of the Board, cause to be prepared, on an annual basis, a financial statement by a certified public accountant. The Treasurer shall have such other duties as may be prescribed by the Board of Directors or by these Bylaws. The Treasurer shall be an ex officio voting member of the Board of Directors. The Treasurer may serve no more than two consecutive one-year terms, but may serve again after an absence of one-year from the position.
(1) If the position of Chair should become vacant for any reason, the Chair-elect shall automatically become Chair for the unexpired term and shall also serve his or her full two-year term as Chair thereafter. If the position of Chair should be become vacant when there is no Chair-elect, the Board shall elect a new Chair who will serve until June 30 of the next odd-numbered year.
(2) If the position of Chair-elect, Secretary or Treasurer should become vacate for any reason, the Board shall fill the vacancy. The person elected shall serve the unexpired term of the vacant office, which shall not be counted as a one-year term for the term limits on officer’s provisions of these Bylaws.
(3) All such elections to fill vacancies shall be by majority vote of the members of the Board present and voting at a regular Board meeting or at a special Board meeting duly called for such purpose.
Compensation of Officers
6.9 The compensation, if any, of any officer of the Foundation shall be determined by the Board of Directors.
ARTICLE VII. CORPORATE RECORDS AND REPORTS
Books and Records
Section 7.01. The Foundation shall keep adequate and correct records of account and minutes of the proceeding of its Board and committees of the Board. The minutes shall be kept in written form. Other books and records shall be kept in either written form or in any other form capable of being converted into written form.
Section 7.02. A copy of the annual financial statement of the Foundation for each quarterly period of each fiscal year and any accompanying balance sheet as of the end of each such period that has been prepared by the Foundation shall be kept on file in the principal executive office of the Foundation for twelve (12) months following its approval by the Board of Directors. Quarterly balance sheets referred to in this Section shall be accompanied by the report, if any, of an accountant engaged by the Foundation or the certificate of an authorized officer of the Foundation that the financial statements were prepared without audit from the books and records of the Foundation.
Annual Statement of General Information
Section 7.03. The Foundation shall each year during the calendar month in which its Articles of Incorporation were original filed with California Secretary of State, or during the proceeding five calendar months, file with the Secretary of State on the prescribed form a statement setting forth the authorized number of directors, the names and complete business or residence addresses of all incumbent directors, the names and complete business or residence addresses of the Chair, Secretary, and Treasurer, the street address of its principal executive office in the State, and the general type of business constituting the principal business activity of the Foundation, together with the designation of the agent of the Foundation for the purpose of service of process, all in compliance with §1502 of the Corporations Code of California.
ARTICLE VIII. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS
Section 8.01. The Foundation shall, to the maximum extent permitted by California law, have power to indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the Foundation and shall have power to advance to each such agent of the Foundation and shall have power to advance to each such agent expenses incurred in defending any such proceeding to the maximum extent permitted by that law. For purposes of this Article, an agent of the Foundation includes any person who is or was a Director, officer, employee or other agent of the Foundation or is or was a Director, officer, employee or other agent of the Foundation or is or was serving at the request of the Foundation as a Director, officer, employee or agent of another Foundation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a Foundation that was a predecessor Foundation of the Foundation or of another enterprise at the request of each predecessor Foundation.
ARTICLE IX AMENDMENT OF BYLAWS
Amendments by Directors
Section 9.01. These Bylaws may be adopted, amended or repealed by the affirmative vote of two thirds (2/3rds) of the members of the Board of Directors.
ARTICLE X NOTICE
Section 10.01 Written notices issued pursuant to these Bylaws shall be either personally delivered, delivered by facsimile transmission, delivered by electronic mail, or mailed by first-class United States mail, postage prepaid, and shall include all relevant information. Any person entitled to a notice under these Bylaws may elect to waive such notice, either in writing or by attending a meeting for which such notice was required to be given.
CERTIFICATE OF SECRETARY OF LOS ALTOS COMMUNITY FOUNDATION
A California Nonprofit Foundation
I hereby certify that I am the duly elected and acting Secretary of the Los Altos Community Foundation and that the foregoing Bylaws, comprising of eleven (11) pages, constitute the Bylaws of said Foundation as duly adopted by the Board of Directors thereof on January 18, 2006.
Dated: January 18, 2006
By: Henry W. Roux, Secretary
Approved by the LACF Board, 1/18/06
Los Altos Community Foundation Board of Directors
Resolution adopting Amended Bylaws
It is resolved that, pursuant to Section 9.01 of the current Bylaws of the Los Altos Community Foundation (“LACF”), the revised Bylaws (dated 12/14/05) are hereby adopted effective immediately as the amended Bylaws of LACF.
It is further resolved that: for the purposes of the transition from the current Bylaws to the amended Bylaws:
1. George Limbach will continue to serve as Chair under the amended Bylaws until June 30, 2006. The person serving as Chair on July 1, 2006 shall serve as Chair until June 30, 2007. On July 1, 2007, such person shall be succeeded as Chair by the Chair-Elect selected by the Board at the May 2006 meeting of the Board, who shall serve for a two-year term ending June 30, 2009.
2. The following elected officers of LACF will continue to serve until June 30, 2006, under the amended Bylaws, but their current and previous terms shall not count against the term limits for elected officers in the amended Bylaws, and they shall be eligible for re-election at the May 2006 board meeting to terms beginning on July 1, 2006:
Secretary Henry W. Roux
Treasurer Dennis Young
3. The elected offices of Chair-elect and Immediate Past Chair will remain vacant until they are filled pursuant to the provisions of the amended Bylaws. A Chair-elect will be elected at the May 2006 board meeting for a term beginning on July 1, 2006.
4. The appointed office of Executive Director will continue to be filled by Roy Lave.
5. The current and previous terms of elected directors now serving will count against the term limits on directors in Section 4.03 of the amended Bylaws.
CERTIFICATE OF SECRETARY OF LOS ALTOS COMMUNITY FOUNDATION
A California Nonprofit Foundation
I hereby certify that I am the duly elected and acting Secretary of the Los Altos Community Foundation and that the foregoing Resolution, comprising of one (1) page, constitute the Resolution of said Foundation as duly adopted by the Board of Directors thereof on January 18, 2006.
Dated: January 18, 2006
By: Henry W. Roux, Secretary