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The corporation shall have such offices in the county of Contra Costa in the
State of California, and in Batanes, Philippines.
Registered Offices and Registered Agents
countries other than the United States, the corporation shall designate the do business
in one or more states other than California, or in one or more countries other than the
United States, the corporation shall designate the location of the registered office in
each such state or country and designate the registered agent for service of process at
such address in the manner provided by the law of the state or country in which the
corporation elects to be qualified.
Meetings of Members
Section 3.1. Place of Meetings. Meetings of the members shall be held at the
principal office of the corporation in Contra Costa county in California, USA or any
other place (within or outside the State of California and within or outside
the United States) designated in the notice of the meeting.
Section 3.2. Meetings. Meetings of the Board of Trustees may be scheduled at such
times and at such places as the Trustees deem appropriate and shall be conducted at
least annually. A quorum shall consist of a least the majority of Trustees. The Chair
may call a special meeting of the Trustees for any purpose upon notice being given at
least ten days in advance of the meeting. Meetings may be held by electronic means
such as telephone or chat as long as all
Trustees are able to participate fully in any discussions with all the other members of
the Board. Any meeting that is adjourned may be continued without the presence of a
quorum of the Board as long as all the Trustees are given reasonable notice of the
time and place such adjournment shall resume. A resolution signed by all the Trustees
shall have the same force as if it were passed at a duly called meeting of the Board of
Trustees. A majority of the
Board of Trustees shall constitute a quorum at any meeting of the Foundation.
Section 3.3. Special Meetings. Special meetings of the members shall be held when
directed by the President, Vice President, or Secretary, or by the members of the
Board or when requested in writing by not less than fifty percent (50%) of all members
entitled to vote at the meeting. The call for the meeting shall be issued by the
President, Vice President, or any two other members of the board.
Section 3.4. Notice. Written notice stating the place, date and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten (10) nor more than sixty (60) days before
the date of the meeting, either personally or by first class mail, by or at the direction
of the President, the Secretary, or the officer or persons calling the meeting, to each
member of record entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when
deposited in the United States mail addressed to the member at his or her address as
it appears in the membership records of the corporation, with postage thereon prepaid.
Section 3.5. Notice of Adjourned Meetings. When a meeting is adjourned to
another time or place, the corporation shall not be required to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting, any business may be transacted that might have been transacted at the
original meeting. If, however, the adjournment is for more than thirty (30) days, or if
after the adjournment the Board of Directors fixes a
new record date for the adjourned meeting, a notice of the adjourned meeting shall be
given as provided in Section 3.4 above, to each member of record on the new record
date entitled to vote at such meeting.
Section 3.6. Voting. Each member (except emeritus members) shall be
entitled to one vote on each matter submitted to a vote at a meeting of the members,
except as may otherwise be provided in the General Corporation Law of the State of
California. A member may vote either in person or by proxy executed in writing by the
member or his or her duly authorized attorney-in-fact.
Section 3.7. Proxies. Every member entitled to vote at a meeting of members or to
express consent or dissent to corporate action in writing without a meeting, or a
member's duly authorized attorney-in-fact, may authorize another person or persons
to act for him/her by proxy.
Every proxy must be signed by the member or his or her attorney-in-fact. No proxy
shall be valid after three (3) years from its date, unless otherwise provided in the
proxy. All proxies shall be revocable.
Section 3.8. Manner of Acting. The act of the majority of the Trustees
present at a meeting at which a quorum is present shall be the act of the Board of
Trustees. Such actions shall take the form of resolutions and shall be included in the
corporate records of the Foundation.
ARTICLE IV The Board of Trustees
Section 4.1. Powers. The business and affairs of the corporation shall be managed
by or under the direction of the Board of Directors, which may exercise all such
powers of the corporation and do all such lawful acts and things as are not by statute
or by the Certificate of Incorporation or by these Bylaws specifically reserved to the
Section 4.2. Qualification and Selection. Directors need not be residents of
California or of the United States nor members of the corporation. The Board shall
endeavor to include members with a diverse set of talents, experience, and
competencies, and who will best fulfill the mission and needs of the Foundation.
Section 4.3. Compensation. The Board of Directors shall have authority to decide
the compensation of directors in the form of honorarium, or any stipend given to hired
workers unless otherwise provided in the Certificate of Incorporation. However no
more than 49% of the Board shall receive compensation in any way. Therefore 51% of
the Board Members shall remain unpaid and uncompensated in any way.
Section 4.4. Number. The corporation shall initially have five (5) directors.
Thereafter, the number of directors shall be fixed by the members at each annual
meeting of members.
Section 4.5. Election and Term. Each person named in the Certificate of
Incorporation or elected by the incorporator(s) at the organization meeting, as the
case may be, as a member of the initial Board of Directors shall hold office until the
first annual meeting of members and until his or her successor shall
have been elected and qualified or until his or her earlier resignation, removal or
death. At the first annual meeting of members and at each annual meeting thereafter,
the members shall elect directors to hold office until the next succeeding annual
meeting. Each director shall hold office for the term for which he or she is elected and
until his or her successor shall have been elected and qualified or until his or her
earlier resignation, removal or death.
Section 4.6. Resignation and Removal of Directors. A director may resign at any
time upon written request to the corporation. Furthermore, any director or the entire
Board of Directors may be removed, with or without cause, by a vote of the majority
of the members entitled to vote for the election of directors or as otherwise provided
in the General Corporation Law of the State of California.
Section 4.7. Vacancies. Any vacancy occurring in the Board of Directors, including
any vacancy created by reason of an increase in the authorized number of directors,
may be filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors or by a sole remaining director. A
director elected to fill a vacancy shall hold office only until the next election of
directors by the members.
Section 4.8. Quorum and Voting. Three out of five number of directors fixed in
accordance with these Bylaws shall constitute a quorum for the transaction of
business. The vote of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.
Section 4.9. Executive and Other Committees. The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate an
Executive Committee from among its members and such other committees consisting
of at least one director as determined by the Board of Directors from time to time.
Each committee, to the extent provided in such authorizing resolution, shall have and
may exercise all the power and authority of the Board of Directors in the management
of the business and affairs of the corporation, as limited by the laws of the State of
The Board of Directors, by resolution adopted in accordance with this section, may
designate one or more directors as alternate members of any such committee, who
may act in the place and stead of any absent or disqualified member or members at
any meeting of such committee. In the absence or disqualification of any member of
any such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of
any such absent or disqualified member.
Section 4.10. Place of Meetings. Regular and special meetings of the Board of
Directors may be held within or outside the State of California and within or outside
the United States.
Section 4.11. Time, Notice and Call of Meetings. Regular meetings of the Board
of Directors shall be held immediately following the annual meeting of members each
year and at such times thereafter as the Board of Directors may fix. No notice of
regular directors' meetings shall be required.
Special meetings of the Board of Directors shall be held at such times as called by the
President/Chief Executive Officer, Vice President/Chief Financial Officer, Secretary
General, or any two (2) directors. Written notice of the time and place of special
meetings of the Board of Directors shall be given to each director by
either personal delivery or electronic mail, at least two (2) days before the meeting, or
by notice mailed to each director/member at least five (5) days before the meeting.
The Board of Directors may participate in a meeting of any committee
designated by such Board by conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear each
other at the same time. Participating by such means shall constitute presence in
person at a meeting.
Section 5.1. Officers. The officers of the corporation shall consist of a
President or Chief Executive Officer, Vice President or Chief Financial Officer, and a
Secretary, each of whom shall be elected by the Board of Directors. Any two (2) or
more offices may be held by the same person, except the offices of President and
Section 5.2. Duties. The officers of the corporation shall have the following duties:
A. President/Chairman of the Board/Chief Executive Officer. The
President is the Chairman of the Board and the Chief Executive Officer. She shall,
when present, preside at all meetings of the Board of Trustees. The Chair
shall have general supervision of the affairs of the corporation and shall make reports
to the Board of Trustees at meetings and other times as necessary to keep Trustees
informed of corporation activities. The Chair may sign any deeds, mortgages, bonds,
contracts, or other instruments except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Trustees or by these bylaws to
some other officer or agent of the Foundation, or shall be required by law to be
otherwise signed or executed. The Chair shall in general perform all duties as from
time to time may be assigned to her by the Board of Trustees.
B. Vice President/Vice Chairman/Chief Financial Officer. The Vice
President is the Vice Chairman and Chief Financial Officer. He shall, in the absence or
disability of the President/Chairman of the Board/Chief Executive Officer, perform the
duties and exercise the powers of the President/Chairman of the Board/Chief
Executive Officer. The Vice President shall also perform whatever duties and have
whatever powers the Board of Directors may from time to time assign him.
C. Secretary General. The Secretary shall keep accurate records of the acts and
proceedings of all meetings of the members and directors. The Secretary shall give all
notices required by law and by these Bylaws. In addition, the Secretary shall have
general charge of the corporate books and records and of the corporate seal, and he
or she shall affix, or attest the affixing of, the corporate seal to any lawfully executed
instrument requiring it. The Secretary shall have general charge of the membership
records of the corporation and
shall keep, at the registered or principal office of the corporation, a record of the
members showing the name, address, telephone number, facsimile number and
electronic mail address of each member. The Secretary shall sign such instruments as
may require his or her signature and, in general, shall perform all duties as may be
assigned to him/her.
Section 5.3. Project Management Committees. In addition to the officers of the
corporation, the Board of Directors may, by resolution, establish one or more Project
Management Committees consisting of at least one officer of the corporation, who shall
be designated chairman of such committee, and may include one or more other
members of the corporation. Unless elected or appointed as an officer in accordance
with Sections 6.1 and 6.4 of these Bylaws, a member of a Project Management
Committee shall not be deemed an officer
of the corporation.
Each Project Management Committee shall be responsible for the active management
of one or more projects identified by resolution of the Board of Directors which may
include, without limitation, the identification of beneficiaries of the rice and milk
program,scholarship, and financial aid. Subject to the direction of the Board of
Directors, the chairman of each Project Management Committee shall be primarily
responsible for project(s) managed by such committee, and he or she shall establish
rules and procedures for the day to
day management of project(s) for which the committee is responsible.
The Board of Directors of the corporation may, by resolution, terminate a Project
Management Committee at any time.
Section 5.4. Election and Term. The officers of the corporation and the
members of each existing Project Management Committee shall be appointed by the
Board of Directors or appointed by an officer empowered by the Board to make such
appointment. Such appointment by the Board of Directors may be made at any regular
or special meeting of the Board. Each officer shall hold office and each member of a
Project Management Committee shall serve on such committee for a period of one
year or until his or her successor is elected and qualified or until his or her earlier
resignation or removal.
Section 5.5. Removal of Officers. Any officer or agent and any member of a
Project Management Committee elected or appointed by the Board of Directors may
be removed by the Board whenever, in its judgment, the best interests of the
corporation will be served thereby.
Section 5.6. Vacancies. Any vacancy, however occurring, in any office or any
Project Management Committee may be filled by the Board of Directors.
Section 5.7. Compensation. The compensation, if any, of all officers of the
corporation and of all members of each existing Project Management Committee shall
be fixed by the Board of Directors and may be changed from time to time by a
majority vote of the Board of Directors. The fact that an officer is also a director shall
not preclude such person from receiving compensation as either a director or officer,
nor shall it affect the validity of any resolution by the Board of Directors fixing such
compensation. The President shall have authority to fix the salaries, if any, of all
employees of the corporation, other than officers elected or appointed by the Board of
Directors and members of Project Management Committees.
SECTION 6. RESTRICTION REGARDING INTERESTED DIRECTORS
Conflict of Interest Policy
The purpose of the conflict of interest policy is to protect this tax-exempt organization’
s (The Love of Vicentica Foundation) interest when it is contemplating entering into a
transaction or arrangement that might benefit the private interest of an officer or
director of the
Organization or might result in a possible excess benefit transaction. This policy is
intended to supplement but not replace any applicable state and federal laws
governing conflict of interest applicable to nonprofit and charitable organizations.
1. Interested Person
Any director, principal officer, or member of a committee with governing board
delegated powers, who has a direct or indirect financial interest, as defined below, is
an interested person.
2. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through
business, investment, or family:
a. An ownership or investment interest in any entity with which the Organization has a
transaction or arrangement,
b. A compensation arrangement with the Organization or with any entity or individual
with which the Organization has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with,
any entity or individual with which the Organization is negotiating a transaction or
arrangement. Compensation includes direct and indirect remuneration as well as gifts
or favors that are not insubstantial. A financial interest is not necessarily a conflict of
interest. A person who has a financial interest may have a conflict of interest only if
the appropriate governing board or committee decides that a conflict of interest exists.
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must
disclose the existence of the financial interest and be given the opportunity to disclose
all material facts to the directors and members of committees with governing board
delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion
with the interested person, he/she shall leave the governing board or committee
meeting while the determination of a conflict of interest is discussed and voted upon.
The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the governing board or
committee meeting, but after the presentation, he/she shall leave the meeting during
the discussion of, and the vote on, the transaction or arrangement involving the
possible conflict of interest.
b. The chairperson of the governing board or committee shall, if appropriate, appoint a
disinterested person or committee to investigate alternatives to the proposed
transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine
whether the Organization can obtain with reasonable efforts a more advantageous
transaction or arrangement from a person or entity that would not give rise to a
conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible
under circumstances not producing a conflict of interest, the governing board or
committee shall determine by a majority vote of the disinterested directors whether
the transaction or arrangement is in the Organization’s best interest, for its own
benefit, and whether it is fair and reasonable. In conformity with the above
determination it shall make its decision as to whether to enter into the transaction or
VIOLATIONS OF THE CONFLICTS OF INTEREST POLICY
a. If the governing board or committee has reasonable cause to believe a member
has failed to disclose actual or possible conflicts of interest, it shall inform the member
of the basis for such belief and afford the member an opportunity to explain the
alleged failure to disclose.
b. If, after hearing the member’s response and after making further investigation as
warranted by the circumstances, the governing board or committee determines the
ember has failed to disclose an actual or possible conflict of interest, it shall take
appropriate disciplinary and corrective action.
RECORDS OF PROCEEDINGS
The minutes of the governing board and all committees with board delegated powers
a. The names of the persons who disclosed or otherwise were found to have a
financial interest in connection with an actual or possible conflict of interest, the nature
of the financial interest, any action taken to determine whether a conflict of interest
was present, and the governing board’s or committee’s decision as to whether a
conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to
the transaction or arrangement, the content of the discussion, including any
alternatives to the proposed transaction or arrangement, and a record of any votes
taken in connection with the proceedings.
a. A voting member of the governing board who receives compensation, directly or
indirectly, from the Organization for services is precluded from voting on matters
pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction includes compensation
matters and who receives compensation, directly or indirectly, from the Organization
for services is precluded from voting on matters pertaining to that member’s
c. No voting member of the governing board or any committee whose jurisdiction
includes compensation matters and who receives compensation, directly or indirectly,
from the Organization, either individually or collectively, is prohibited from providing
information to any committee regarding compensation.
Each director, principal officer and member of a committee with governing board
delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Organization is charitable and in order to maintain its federal tax
exemption it must engage primarily in activities which accomplish one or more of its
To ensure the Organization operates in a manner consistent with charitable purposes
and does not engage in activities that could jeopardize its tax-exempt status, periodic
reviews shall be conducted. The periodic reviews shall, at a minimum, include the
a. Whether compensation arrangements and benefits are reasonable, based on
competent survey information, and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management
organizations conform to the Organization’s written policies, are properly recorded,
reflect reasonable investment or payments for goods and services, further charitable
purposes and do not result in inurement, impermissible private benefit or in an excess
USE OF OUTSIDE EXPERTS
When conducting the periodic reviews, the Organization may, but need not, use
outside advisors. If outside experts are used, their use shall not relieve the governing
board of its responsibility for ensuring periodic reviews are conducted.
Contracts, Loans, Checks, and Deposits
Section 6.1. Books and Records. The corporation shall keep correct and complete
books and records of accounts and shall keep minutes of the proceedings of its
members, Board of Directors and committees of directors. The corporation shall keep
at its registered office or principal place of business, or at the office of its transfer
agent or registrar, a record of the name, address, telephone number, facsimile
number and electronic mail address of each member. Each member shall be
responsible for notifying the corporation of changes to such member's address,
telephone number, facsimile number or
electronic mail address.
Any books, records and minutes may be in written form or in any other form capable
of being converted into clearly legible written form within a reasonable time.
Section 6.2. Contracts. The Board of Trustees may authorize any officer or officers,
agent or agents to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the Foundation, unless otherwise restricted by law. Such
authority may be general or confined to specific instances.
Section 6.3. Loans. No loans shall be contracted on behalf of the Foundation and no
evidence of indebtedness shall be issued in its name unless authorized by a resolution
of the Board of Trustees. Such authority may be general or confined to specific
Section 6.4. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment
of money, notes, or other evidences of indebtedness issued in the name of the
Foundation, shall be signed by such officer or officers, agent or agents of the
Foundation and in such manner as shall from time to time be determined by resolution
of the Board of Trustees.
Section 6.5. Deposits. All funds of the Foundation not otherwise employed shall be
deposited from time to time to the credit of the Foundation in such banks, trust
companies, or other depositories as the Board of Trustees may select.
Section 6.6. Members' Inspection Rights. Any person who is a member,
upon written demand under oath stating the purpose thereof, shall have the right to
examine, in person or by agent or attorney, at any time during the corporation's usual
hours for business, for any proper purpose as determined under the General
Corporation Law of the State of California, the corporation's membership records and
its other books and records and to make copies or extracts there from.
Nonprofit Status & Donations
Section 7.1. Nonprofit Status. The corporation is organized and shall be operated
as a not-for-profit
membership corporation organized under California law. If the Board of Directors of
the corporation elects to seek and obtains an exemption for the corporation from
federal taxation pursuant to Section 501(3)(c) of the Internal Revenue Code, as
amended (the "IRC"), and until such time, if ever, that such exemption is denied or
lost, the corporation shall not be empowered to engage directly or indirectly in any
activity which the corporation believes would be
likely to invalidate its status as an organization exempt from federal taxation under
Section 501(3)(c) of the IRC as an organization described in Section 501(3)(c) of the
IRC. The use of the term “Foundation” in the title of the organization is not intended or
expected to have any legal connotation of affect. The Love of Vicentica Foundation is
a nonprofit organization.
Section 7.2. Accepting Donations. The Foundation may accept monetary
donations coming from the United States or outside the country through checks, direct
deposit, or money transfer.
The Board of Directors shall provide a corporate seal which shall have the name of the
corporation inscribed thereon, and may be a facsimile, engraved, printed, or an
These Bylaws may be altered, amended or repealed by the Board of Directors or by
the members, and new Bylaws may be adopted by the Board of Directors or by the
members. No alteration, amendment or repeal of these Bylaws shall be effective
unless and until the corporation attempts, in good faith, to give notice to the members
of the corporation of such alteration, amendment or repeal at least fifteen (15) days
prior to the effective date of such alteration,
amendment or repeal, which notice may be by electronic means.
Limits on Liability of Directors To the fullest extent permitted by the General
Corporation Law of the State of California, as the same exists or may hereafter be
amended, a director of the corporation shall not be personally liable to the corporation
or its members for monetary damages for breach of fiduciary duty as a director.
Indemnification of Officers and Directors
Section 11.1. Right to Indemnification. Each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit,
or proceeding, whether civil, criminal, administrative, or investigative (other than an
action by or in the right of the corporation), by reason of the fact that he or she is or
was a director, officer or member of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, shall be entitled to
indemnification against expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement to the
fullest extent now or hereafter permitted by applicable law as long as such person
acted in good faith and in a manner that such person reasonably believed to be in or
not be opposed to the best interests of the corporation; provided, however, that the
corporation shall indemnify any such person seeking indemnity in connection with an
action, suit or proceeding (or part
thereof) initiated by such person only if such action, suit or proceeding (or part
thereof) was authorized by the Board of Directors.
Section 11.2. Advance Payment of Expenses. Expenses (including
reasonable attorneys' fees) incurred by any person who is or was an officer, director
or member of the corporation, or who is or was serving at the request of the
corporation as an officer or director of another corporation, partnership, joint venture,
trust or other enterprise, in defending any civil, criminal, administrative or
investigative action, suit or proceeding, shall be paid by the
corporation in advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such person to repay such amount if it is
ultimately determined that he or she is not entitled under applicable law to be
indemnified by the corporation.
Section 12.1. Checks. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or persons
as the Board of Directors may from time to time designate.
Section 12.2. Fiscal Year. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.
Section 12.3. Loans. No loans shall be contracted on behalf of the corporation and
no evidence of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined to
Section 12.4. Deposits. All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such depositories as the
Board of Directors shall direct.
Section 12.5. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument on behalf of the corporation, and such authority may be general or
confined to specific instances.
Section 12.6. Counterpart Execution: Facsimile Execution. Any
document requiring the signature of the directors and/or members may be executed in
any number of counterparts with the same effect as if all of the required signatories
had signed the same document. Such executions may be transmitted to the
corporation and/or the other directors and/or members by facsimile and such facsimile
execution shall have the full force and effect of an original signature. All fully executed
counterparts, whether original executions or facsimile executions or a combination,
shall be construed together and shall constitute one and the same agreement.
THESE BYLAWS WERE READ, APPROVED AND ADOPTED BY THE BOARD OF
DIRECTORS OF THE LOVE OF VICENTICA FOUNDATION ON THE 2ND DAY OF MAY,
|THE BYLAWS OF THE LOVE OF VICENTICA FOUNDATION
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We are here because we care, we care because we love, and we love because of God.