Whittier Cultural Arts Foundation

ARTICLE 1
Purposes and Powers

SECTION I

PURPOSE. The primary purpose of this Corporation shall be, in conjunction with the Whittier Cultural Arts Commission, to support the arts and cultural activities for the education and enjoyment of the greater Whittier Community.  The Corporation shall develop fundraising activities for the cultural arts programs.

POWERS.  This Corporation shall have all powers, which may from time to time be granted to a nonprofit public benefit Corporation.

GIFTS. This Corporation will accept any gift, grant, device or bequest made to assist this Corporation in carrying out its public purposes, provided, however, that the Board of Directors (hereinafter "Board") reserves the right to decline any gift or any part thereof which in its opinion does not meet the criteria outlined in its mission.

Any donor may direct that his/her gift or donation shall be held upon specific trust, to assist in carrying out one of the specific purposes or a part of one of the specific purposes of the Corporation and in such case, if the gift is accepted, the directions of the said donor shall be meticulously followed.

Donors may give a principal sum to a trustee for the benefit of its Corporation and provide that the income thereof, or a fixed percentage of the principal thereof, or a fixed dollar amount shall be payable at stated intervals to this Corporation, or to the donor for life, or to one or more beneficiaries named by him for life or for a number of years, and that after the termination of such estates, as so provided, the income and/or principal shall be disbursed as part of the unrestricted income and/or capital of this Corporation.

Any gift may be designated as a memorial fund in memory of a particular person,  event or institution, and in such case or in any case in which the Board prefers to do so, the said fund shall be maintained as a separate fund forming a part of the assets of the Corporation, under such name as may be properly designated therefore.

The property of this Corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this Corporation shall ever inure to the benefit of any private person.  Upon the dissolution or winding up of the Corporation, its assets remaining after payment or provision for payment of all debts and liabilities of this Corporation shall be distributed to the City of Whittier for exclusively public purposes.

If for any reason such remaining assets of this Corporation cannot be given to the City of Whittier, the property shall be distributed as directed by the board, to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable, educational and/or scientific purposes, and which has established its tax exempt status under Section 501(c)3 of the Internal Revenue Code.

ARTICLE II
Principal Office

PRINCIPAL OFFICE. The principal office for the transaction of the business of the Corporation is hereby fixed and located in Whittier, Los Angeles County, California. The Board may from time to time change the location of the principal office from one location in said county to another.

ARTICLE III
General Membership

COMPOSITION. Members of the Corporation shall consist of those persons and organizations who profess an interest in the aims and purposes of the Foundation and who accept the financial obligations of membership by paying annual dues.

NON-LIABILITY OF MEMBERS. No member of the Corporation shall be personally liable for the debts, liabilities or obligations of the Foundation.

RESPONSIBILITIES. The affairs of the Corporation shall be managed by and under the ultimate direction of a Board of Directors, who shall carry out its purposes as expressed in its Articles and these Bylaws.

COMPOSITION. Subject to the limitations of the Articles of Incorporation and the Bylaws, all corporate powers shall be exercised by or under authority of, and the business and affairs of this Corporation shall be controlled by a Board of Directors of not less than eleven (11) members nor more than twenty-three (23). The exact number of Directors, within such limits, shall be set from time to time by the Board of Directors. Three (3) Cultural Arts Commissioners of the City of Whittier shall be selected by the Whittier Cultural Arts Commission as members of the Foundation.  The remainder of the Board will then be selected by the seven (7) appointed Directors. Any Board Member may sponsor a high school student to be a Member elected to the Board of Directors and will assume responsibility for their annual membership dues. There may be no more than three (3) student members serving on the Board concurrently.

TERM OF OFFICE. The Directors shall serve for a term of three (3) years. No person shall serve on the Board of Directors for more than two (2) consecutive full terms.

POWERS OF THE BOARD OF DIRECTORS. The Board of Directors shall exercise all powers that may be exercised by the Board of Directors of a California nonprofit public benefit Foundation as set forth in the Corporations Code of the State of California. The Board may delegate the management of the activities of the Foundations to any agency, management company or Committee or Task Force, however composed, provided that the activities and affairs of the Foundation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board of Directors.

ELECTION OF DIRECTORS. Except for the members who are appointed by the Whittier Cultural Arts Commission, the Directors shall be elected by a majority vote of the Board of Directors from a proposed slate prepared by a Nominating Committee of three (3) Board members appointed by the President. The vote shall be completed three months prior to the beginning of the fiscal year.

ELECTION OF OFFICERS. Officers will be elected by the Board of Directors from a proposed slate prepared by a nominating Committee of three (3) Board members appointed by the President. The Officers of the Board of Directors shall be elected two (2) months prior to the beginning of the fiscal year.

VACANCIES. Directors may be removed without cause by a majority of the votes at the Board of Directors meeting. Any Director may resign upon giving written notice to the President of the Board of Directors. No Director may resign if the Foundation would be left without a duly elected Director in charge of its affairs, except upon notice to the Attorney General of the State of California. In the event of vacancies on the Board, a majority of the remaining Directors with the exception of the three (3) ex-officio members, or a sole remaining Director, shall then elect Directors to fill the vacancies.

NON-LIABILITY OF DIRECTORS. The Directors shall not be personally liable for 39the debts, liabilities or other obligations of the Foundation and shall be held safe-harmless from punitive damages.

SECTION II

BROWN ACT REQUIREMENTS. All meetings are subject to the Brown Act requirements that include the following:  (a) all meetings are open to the public and free from any veil of secrecy and (b) all meetings with a quorum (majority of total voting positions) must be properly posted. Subcommittee meetings consisting solely of less than a quorum do not need to hold open meetings, unless they constitute a standing committee.

REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held 6 at least six (6) times a year at a time and place to be selected by the Board of Directors.

SPECIAL MEETINGS. Special meetings of the Board of Directors may be called at any time by the presiding officer or by a majority of the members of the Board of Directors. The meeting can be called by delivering personally, or by mail, a written notice to each member of the Board of Directors. Notice must be received at least 24 hours before the time of the meeting. The notice shall include the time and date of the meeting and an identification of the business to be transacted. Only matters referred to on the agenda, and properly posted in accordance with the Brown Act, may be considered.

ANNUAL MEETING. The annual meeting shall be held each July or such other date the Board of Directors may determine.

QUORUM. At all regular and special meetings of the Board of Directors, a majority of the current Board shall constitute a quorum.

ADJOURNED MEETINGS. Regular or special meetings may be adjourned to a specific date and time and place.

ADDITIONAL MEETINGS. The Brown Act further defines Emergency and Closed Session Meetings. If an emergency or closed session meeting is requested, please see the Brown Act for definition and guidelines.

AGENDAS AND WRITTEN MATERIALS. Agendas of public meetings-and any writings related to the agenda must be made available for inspection when distributed to a Board member. Only matters referred to on the agenda may be considered.

Agendas must be posted 72 hours prior to the meeting. Agendas will be posted at City Hall and the Whittier Libraries (main and branch locations). As requested by the Board of Directors every attempt will be made to mail agenda packets five (5) days prior to the meeting.

Hearing devices or aid will be accommodated. Requests must be made 24 hours prior to the meeting.

See the Brown Act for more specific requirements of agenda preparation.

RULES OF ORDER. The Board of Directors shall conduct its meetings in accordance with the requirements of the Brown Act. Where the Brown Act is silent, meetings shall be conducted in accordance with Brown Act guidelines.. Where neither the Brown Act nor these guidelines apply, Roberts Rules of Order shall serve as a non-binding guide to conduct.

SECTION III

COMMITTEES. All members of Executive and Nominating Committees shall be Directors. Members of other Committees need not be Directors, but shall be Foundation members.

EXECUTIVE COMMITTEE. The Executive Committee shall act on behalf of the Board of Directors. All decisions made by the Executive Committee shall be reported to and must be ratified by the Board of Directors at its next regularly scheduled meeting. The Executive Committee shall consist of Officers of the Foundation.

This Committee may also exercise any authority delegated to it by action of the Board, including authority to bind the Corporation by a specified contract, subject to the power of the Board to restrict this delegation of authority in any way it may choose from time to time.

The Executive Committee may not rescind any action of the Board and all actions of this Committee which were not specifically authorized by the Board in advance must be ratified by it to be of any effect.

NOMINATING COMMITTEE. The President shall appoint a Nominating Committee of three (3) Directors six (6) months prior to the beginning of the fiscal year to recommend new Board members and a new slate of Officers for the new fiscal year.

PHILANTHROPY COMMITTEE. The Philanthropy Committee shall be composed of three (3) Cultural Arts Commissioners, the President of the Board, the First Vice President of the Board and the Fund Raising Chair. The Committee will review applications and make its recommendations for distribution of funds.

FUNDRAISING COMMITTEE. The Chair of this Committee shall be the Second Vice President. The Committee will review fundraising options and make its recommendations to the Board.

MEMBERSHIP COMMITTEE. The Chair of this Committee shall be appointed by the President of the Board. The responsibilities of this Committee shall include: maintaining a current membership list, sending renewal notices to current members three (3) months prior to the beginning of the fiscal year, sending membership invitations to prospective members and updating the mailing list as needed.

The Board may appoint such other Committees as the Board deems appropriate. Such Committees shall be chaired by the members of the Board appointed by the President. The Chair may appoint the members of the respective Committee.

RESIGNATION. Any Board member may resign at any time effective immediately upon written notice to the President.

REMOVAL. A Director may be removed from office without cause by the affirmative vote of a majority of the votes of the other Directors.

ATTENDANCE AT MEETINGS. Directors are expected to attend all of the regular and special meetings of the Board and its Committees. A member who misses three (3) consecutive unexcused meetings in a year may be removed from the Board.

ARTICLE V
Officers

SECTION 1

OFFICERS. The Officers of this Corporation shall be a President, President Elect, First Vice President Second Vice President, Secretary, and Treasurer as elected by the Board.  At the conclusion of the President's term of office the President-Elect shall succeed to the position of President. No elected officer may serve in two elected positions concurrently.  The Parliamentarian is appointed by the President.

ELECTION. The Board shall elect all Officers of the Corporation at the Annual meeting of the Board of Directors for a term of one year or until their successors are elected and qualified.

SECTION III

VACANCIES. A vacancy in any office, because of death, removal, resignation, disqualification or otherwise, shall be filled by the Board at any meeting on notice that such action is on the agenda.

PRESIDENT. The President shall serve as Chair of the Board of Directors, shall preside at all regular and special meetings of the Board of Directors and shall have such other powers as may be prescribed from time to time by the Board.

PRESIDENT ELECT.  The President Elect shall serve as Vice Chair of the Board of Directors and shall attend all regular and special meetings of the Board of Directors. In the absence or disability of the President, the President Elect shall perform all of the duties of the President and in so acting shall have all of the powers of the President. The President Elect shall have such other powers and perform such other duties as may be prescribed from time to time by the Board.

FIRST VICE PRESIDENT. The First Vice President shall serve as Chair of the Philanthropy Committee and be in charge of reviewing applications and recommending distribution of funds.  The Vice President shall have such other powers and perform such other duties as may be prescribed from time to time by the Board.

SECOND VICE PRESIDENT. The Second Vice President shall serve as Chair of the Fund Raising Committee and be in charge of activities concerning the raising of funds for the Foundation.

SECRETARY. The Secretary shall ensure that minutes are kept of all meetings of the membership and of the Board. The Secretary shall see that written notice of all meetings is given to appropriate parties. All official correspondence designated by the President and/or the Board shall be carried out by the Secretary.

TREASURER. The Treasurer shall receive and safely keep all funds of the Corporation and deposit the same in such bank, banks or credit unions as may be designated by the Board. Such funds shall be paid out only on the check of the Corporation signed by the Treasurer and/or such other Officers as may be designated by the Board as authorized to sign. All checks must be signed by two (2) Officers of the Board of Directors.The corporate books of account shall be open at all reasonable times to the inspection of any Director or authorized agent.

STAFF. The Board may at any meeting authorize the employment of persons who, in its opinion, are likely to help the Corporation accomplish its purposes, fix the compensation of such persons, and determine the details of his or her employment, including his or her discharge.

ARTICLE VII
Indemnification

FINANCIAL REVIEW. An annual financial statement of the Corporation shall be prepared by the Treasurer and presented within two months of the end of the fiscal year.

FISCAL YEAR. The Fiscal year shall be July 1 through June 30.

AUDIT. The Treasurer's records will be audited by an outside source annually.

ARTICLE IX
Amendments

AMENDMENTS. These Bylaws may be amended by a two-thirds of the Board members at one of its regular meetings. Notification of the proposed amendment must be mailed or hand delivered to all Board members at least 30 days prior to the meeting.