Bylaws

 

 

 

 

 

 

AMENDED AND RESTATED BYLAWS

 

OF

 

 

 

ROTARY CLUB OF PASADENA FOUNDATION

 


A California Nonprofit Public Benefit Corporation

 

 

 

Amended as of November 2, 2011

 

 

 

 

 

ARTICLE I

 

NAME AND LOCATION OF OFFICES

 

The name of this corporation is ROTARY CLUB OF PASADENA FOUNDATION. It is a California nonprofit public benefit corporation with a principal office in the County of Los Angeles, State of California.

 

The Board of Directors (herein called the "Board") is granted full power and authority to change said principal office from one location to another.

 

ARTICLE II

 

PURPOSES

 

This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes. A further description of the corporation's purposes includes, but is not limited to, the following: to help meet the educational, charitable and benevolent needs of the local community.

 

ARTICLE III

 

MEMBERSHIP

 

Section 1.    Members.

 

This corporation shall have no members. Any action which would otherwise require approval by members shall only require approval of the Board. All rights which would otherwise vest in the members shall vest in the Board.

 

Section 2.    Associates.

 

Nothing contained in Section 1 of this Article shall be construed to limit the right of the corporation to refer to persons associated with the corporation as "members" even though such persons are not members, and no such reference shall constitute anyone being a member, within the meaning of Section 5056 of the California Nonprofit Corporation Law. The corporation may confer by amendment of its Articles of Incorporation or of these Bylaws some or all of the rights of a member, as set forth in the California Nonprofit Corporation Law, upon any person or persons who do not have the right to vote for the election of directors or on a disposition of substantially all of the assets of the corporation or on a merger or on a dissolution or on changes to the corporation's Articles or Bylaws, but no such person shall be a member within the meaning of said Section 5056.

 

ARTICLE IV

 

DIRECTORS

 

Section 1.     Powers.

 

Subject to any limitations contained in the Articles of Incorporation and these Bylaws and of the pertinent restrictions of the Corporations Code of the State of California, all the activities and affairs of this corporation shall be exercised by or under the direction of the Board. The Board may delegate the management of the day-to-day operation of the activities of thc corporation to a management company or other person or persons, however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws:

 

(a)      To select and remove all the officers, agents and employees of the corporation, prescribe such duties for them as may be consistent with law, with the Articles of Incorporation, or with these Bylaws, fix the terms of their offices and their compensation and in the Board's discretion require from them security for faithful service.

 

(b)      To make such disbursements from the funds and properties of the corporation as are required to fulfill the purposes of this corporation as more fully set out in the Articles of Incorporation thereof and generally to conduct, manage and control the activities and affairs of the corporation and to make such rules and regulations therefore not inconsistent with law, with the Articles of Incorporation or with these Bylaws, as they may deem best.

 

(c)    To adopt, make and use a corporate seal and to alter the form of such seal from time to time as they may deem best.

 

 (d)   To borrow money and incur indebtedness for the purposes of the corporation and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefore.

 

(e) To change the principal executive office or the principal business office from one location to another; to cause the corporation to be qualified to do business in any other state, territory, dependency, or country and to conduct business within or outside the State of California; and to designate any place within or outside the State of California for the holding of any meeting or meetings. 

 

Section 2.    Number of Directors.

 

The number of directors of the corporation shall be not less, nor more than, five (5).

 

Section 3.    Selection and Tenure of Office.

 

All directors of the corporation shall be members of the Rotary Club of Pasadena at the time of their appointment and during their entire term while serving as director.  The President of the Rotary Club of Pasadena shall serve ex officio as a voting member of the Board.  Four (4) directors of the Board shall be selected by the Rotary Club of Pasadena Board of Directors.  Each director selected by the Rotary Club of Pasadena Board of Directors shall hold office for a term of four (4) years unless the director is completing the term of a director whose office is vacant (in which case the replacement director shall complete the remaining term of the prior director).  If the number of directors is changed, or other circumstances require, the Rotary Club of Pasadena Board of Directors may elect a director to a term of one (1) year, two (2) years, three (3) years or four (4) years in order to cause the terms of one-fourth or as close to one-fourth of the directors as possible to expire each year.  The term of office of each director shall begin at the conclusion of the meeting of the Rotary Club of Pasadena Board of Directors at which the director is elected and shall continue until the expiration of the director’s term and until a successor has been elected and qualified.

 

Section 4.    "Interested Person" as Director.

 

Any other provision of these Bylaws notwithstanding, not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons.

 

For the purpose of this Section, "interested persons" means either: (1) any person currently being compensated by the corporation for services rendered to it within the previous twelve (12) months, whether as a full- or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; or (2) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

 

 

 

Section 5.     Removal of Director.

 

Any director may be removed, with or without cause, by a vote of the Rotary Club of Pasadena Board of the Directors; provided, however, the President of the Rotary Club of Pasadena shall be removed as a director upon his or her removal as President of the Rotary Club of Pasadena.

 

Section 6.     Resignation of Director.

 

Subject to the provisions of Section 5226 of the California Nonprofit Public Benefit Corporation Law, any director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary or the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

 

Section 7.     Vacancies.

 

Vacancies on the Board shall be filled by the Rotary Club of Pasadena Board of Directors. Each director so elected shall hold office until the expiration of the term of office of the replaced director and until a successor has been elected and qualified.

 

A vacancy or vacancies on the Board shall be deemed to exist in case of the death, resignation or removal of any director, or if the authorized number of directors is increased.

 

The Board may declare vacant the office of a director who has been declared of unsound mind by a final order of any court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Article 3 (commencing with Section 5230) of the California Nonprofit Public Benefit Corporation Law.

 

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of the director's term of office.

 

Section 8.      Place of Meetings.

 

Notwithstanding anything to the contrary in these Bylaws, any meeting of the Board may be held at any place within or without the State of California which has been heretofore designated for that purpose by the Board.

 

Section 9.      Annual Meeting.

 

The annual meeting of the Board shall be held in the third quarter of each calendar year and shall be called by the Board and noticed in accordance with the provisions of this Article.

 

Section 10.  Special Meetings.

 

Special meetings of the Board may be called by the Chairperson of the Board, or the President or any Vice-President or the Secretary or any two directors.

 

Section 11.  Notice of Meetings.

 

Meetings of the Board shall be held upon not less than four days' notice by first-class mail or forty-eight hours' notice delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means. Any such notice shall be addressed or delivered to each director or 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 such purpose of notice or, if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held.

 

Section 12.  Quorum and Board Action.

 

A majority of the directors in office shall constitute a quorum; however, if only three (3) directors are present for a duly called meeting, no business can be transacted and no motions can be approved unless the vote of the directors is unanimous.  A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

 

If the meeting is adjourned for more than twenty-four hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors, if any, who were not present at the time of the adjournment. Except as the Articles of Incorporation, these Bylaws and the California Nonprofit Public Benefit Corporation Law may provide, the act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be the act of the Board, provided, however, that any meeting at which a quorum was initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken shall be approved by at least a majority of the required quorum for such meeting, or such greater number as is required by the Articles, these Bylaws or by law.

 

Section 13.  Participation in Meeting by Conference Telephone.

 

Members of the Board may participate in a meeting through use of conference telephone, electronic video screen communication or other communications equipment, so long as all of the following apply:

 

(a)      Each member participating in the meeting can communicate with all of the other members concurrently.

 

(b)      Each member is provided the means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection, to a specific action to be taken by this corporation.

 

(c)       This corporation adopts and implements some means of verifying both of the following:

 

1)            A person communicating by telephone, electronic video screen, or other communications equipment is a director entitled to participate in the Board meeting.

 

2)            All statements, questions, actions, or votes were made by that director and not by another person not permitted to participate as a director.

 

Section 14.  Waiver of Notice.

 

Notice of a meeting need not be given to any director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or to a director who attends the meeting without protesting, before or at its commencement about the lack of notice. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.

 

Section 15.  Adjournment.

 

A majority of the directors present, whether or not a quorum is present, may adjourn any directors' meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

 

Section 16.  Action Without Meeting.

 

Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board.

 

Section 17.  Right of Inspection.

 

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of this corporation.

 

Section 18.  Committees.

 

 

 

Committees of the Board may be appointed by resolution of the Board. Official Board committees shall be composed of two or more members of the Board, and shall have such powers of the Board as may be expressly delegated to it by resolution of the Board, except with respect to:

 

 

 

(a)The approval of any action for which the California Nonprofit Public Benefit Corporation Law also requires members' approval;

 

 

 

(b)      The filling of vacancies on the Board or on any committee;

 

(a)      The fixing of compensation of the directors for serving on the Board or on any committee;

 

(b)      The amendment or repeal of Bylaws or the adoption of new Bylaws;

 

(c)      The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

 

(d)      The appointment of other committees of the Board or the members thereof;

 

(e)      The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected; or

 

(f)       The approval of any self-dealing transaction except as provided in paragraph (3) of subdivision (d) of Section 5233 of the California Corporations Code.

 

Any such committee may be designated an Executive Committee or by such other name as the Board shall specify. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the meetings and other actions of any such committee shall be governed by the provisions of this Article applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.

 

Section 19.    Fees and Compensation.

 

Directors shall not receive compensation for their services as directors. Directors may receive reimbursement for expenses as may be fixed or determined by the Board.

 

 

 

Section 20.    Annual Reports and Statements.

 

If required by Sections 6321 and 6322 of the California Nonprofit Public Benefit Corporation Law, the Board shall cause a report and a statement of certain transactions nd indemnifications to be sent annually to the directors of this corporation.   

 

 

 

ARTICLE V

 

OFFICERS

 

Section 1.     Officers.

 

The officers of the corporation shall be a Chairperson of the Board or a President or both, a Secretary and a Treasurer/Chief Financial Officer. The corporation may also have, at the discretion of the Board of Directors, one or more Vice Presidents, one or more Assistant Secretaries and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article. One person may hold two or more offices, except that neither the Secretary nor the Chief Financial Officer may serve concurrently as the President or the Chairperson of the Board.

 

Section 2.     Election.

 

The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen by, and shall serve at the pleasure of, the Board of Directors, subject to the rights, if any, of an officer under any contract of employment. Officers shall hold their office until they resign, are removed, or become otherwise disqualified to serve, or until their successor is elected and qualified.

 

Section 3.      Subordinate Officers.

 

The Board of Directors may appoint, and may empower the President to appoint, such officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine.

 

Section 4.      Removal and Resignation

 

Any officer may be removed, either with or without cause, by a majority of the directors then in office, at any meeting of the Board, or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

 

Any officer may resign at any time, without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party, by giving written notice to the Board of Directors, or to the President, or to the Secretary of the corporation. Any such resignation shall take effect on the date of the receipt of such notice 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 5.      Vacancies.

 

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the Bylaws for election or appointment to such office, provided that such vacancies shall be filled as they occur and not on an annual basis.

 

Section 6.    Inability to Act.

 

In the case of absence or inability to act of any officers of the corporation and of any persons herein authorized to act in their place, the Board may from time to time delegate the powers or duties of such officers to any other officers, or any directors or other persons whom the Board may select.

 

Section 7.     Chairperson of the Board.

 

The Chairperson of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board, and exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Board or prescribed by the Bylaws.

 

Section 8.     Vice Chairperson of the Board.

 

The Vice Chairperson of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board in the absence of the Chairperson of the Board, and exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Board of prescribed by the Bylaws.

 

Section 9.     President.

 

Subject to such supervisory powers, if any, as may be given by the Board to the Chairperson of the Board or the Vice Chairperson of the Board, if there be such officers, the President 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 activities and officers of the corporation. In the absence of the Chairperson of the Board and the Vice Chairperson of the Board, or if there are none, he or she shall preside at all meetings of the Board. He or she shall be an ex-officio voting member of all the standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board or the Bylaws.

 

Section 10.   Vice President.

 

In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board, or if not ranked, the Vice President designated by the Board, shall perform all the duties of the President, and when so acting shall have all the powers of, and he subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board or the Bylaws.

 

Section 11.   Secretary.

 

The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of the Board and its committees, with the time and place of holding, how authorized, the notice thereof given, the

 

names of those present at Board and committees' 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 and Bylaws, as amended to date.

 

The Secretary shall give, or cause to be given, notice of all meetings of the Board and any committees thereof required by these Bylaws or by law to be given, shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.

 

Section 12.    Treasurer/Chief Financial Officer.

 

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

 

The Treasurer shall deposit, or cause to be deposited, all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and directors, whenever they request it, an account of all corporate transactions and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.

 

 

 

Section 13.    Salaries.

 

Officers shall not receive compensation for their services as officers.  Officers may receive reimbursement for expenses as may be fixed or determined by the Board of Directors.

 

ARTICLE VI

 

INDEMNIFICATION OF AGENTS

 

 

 

Section 1.      Definitions.

 

For purposes of this Article, "agent" means any person who is or was a director, officer, employee or other agent of this corporation, or is or was serving at the request of this corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of this corporation or of another enterprise at the request of such predecessor corporation; "proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" includes, without limitation, attorneys' fees and any expenses of establishing a right to indemnification under Sections 4 or 5(b) of this Article.

 

Section 2.      Indemnification in Actions by Third Parties.

 

This corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding (other than an action by or in the right of this corporation to procure judgment in its favor, an action brought tinder Section 5233 of the California Nonprofit Public Benefit Corporation Law, or an action brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust) by reason of the fact that such person is or was an agent of this corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of this corporation and, in the case of a criminal proceeding, has no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of this corporation or that the person had reasonable cause to believe that the person's conduct was unlawful.

 

 

 

Section 3.      Indemnification in Actions.

 

This corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of this corporation or brought under Section 5233 of the California Nonprofit Public Benefit Corporation Law, or an action brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust to procure a judgment in its favor by reason of the fact that such person is or was an agent of this corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of this corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 3:

 

(a)      In respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to this corporation in the performance of such person's duty to this corporation, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine;

 

(b)      Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or

 

(c)      Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval, unless it is settled with the approval of the Attorney General.

 

Section 4.     Indemnification Against Expenses.

 

To the extent that an agent of this corporation has been successful on the merits in defense of any proceeding referred to in Section 2 or 3 of this Article or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

 

Section 5.     Required Indemnification.

 

Except as provided in Section 4 of this Article, any indemnification under this Article shall be made by this corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 2 or 3, by:

 

(a)      A majority vote of a quorum consisting of directors who are not parties to such proceeding; or

 

(b)      The court in which such proceeding is or was pending, upon application made by this corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by this corporation.

 

Section 6.      Advance of Expenses.

 

Expenses incurred in defending any proceeding may be advanced by this corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

 

Section 7.      Other Indemnification.

 

No provision made by the corporation to indemnify its or its subsidiary's directors or officers for the defense of any proceeding, whether contained in the Articles, Bylaws, a resolution of directors, an agreement or otherwise, shall be valid unless consistent with this Article. Nothing contained in this Article shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

 

Section 8.      Forms of Indemnification Not Permitted.

 

No indemnification or advance shall be made under this Article, except as provided in Sections 4 or 5(b) in any circumstances where it appears:

 

(a) That it would be inconsistent with a provision of the Articles of Incorporation, these Bylaws or an agreement in effect at the time of accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

 

(b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

 

Section 9.      Insurance.

 

The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of this Article; provided, however, that this corporation shall have no power to purchase and maintain such insurance to indemnify any agent of the corporation for a violation of Section 5233 of the California Nonprofit Public Benefit Corporation Law.

 

Section 10.   Nonapplicability to Fiduciaries of Employee Benefit Plans.

 

This Article does not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in such person's capacity as such, even though such person may also be an agent of the corporation as defined in Section 1 of this Article. The corporation shall have power to indemnify such trustee, investment manager or other fiduciary to the extent permitted by subdivision (f) of Section 207 of the California General Corporation Law.

 

ARTICLE VII

 

RECEIPT AND DISBURSEMENT OF FUNDS

 

 

 

Section 1.      Receipt of Funds.

 

The corporation shall receive all monies and/or other properties transferred to it for the purposes of the corporation (as shown by the Articles of Incorporation as amended to date). However, nothing contained herein shall require the Board to accept or receive any money or property of any kind if it shall determine in its discretion that receipt of such money or property is contrary to the expressed purposes of the corporation as shown by said Articles.

 

Section 2.      Disbursement of Funds.

 

The corporation shall hold, manage and disburse any funds or properties received by it from any source in a manner that is consistent with the expressed purposes of this corporation.

 

 

 

ARTICLE VIII

 

ADDITIONAL PROVISIONS

 

 

 

Section 1.      Validity of Instruments Signed by Officers.

 

Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, conveyance, or other instrument in writing and any assignment or endorsement thereof, executed or entered into between this corporation and any other person, when signed by any one of the Chairperson of the Board, the President or any Vice President, and by the Secretary, any Assistant Secretary, the Treasurer/Chief Financial Officer or any Assistant Treasurer of this corporation is not invalidated as to this corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same.

 

Section 2.      Authority of Officers and Agents.

 

The Board, except as the Bylaws otherwise provide, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized by these Bylaws or the Board, and except as in this Section hereinabove provided, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purpose or to any amount.

 

Section 3.      Representation of Shares of Other Corporations.

 

The President or any other officer or officers authorized by the Board or the President are each authorized to vote, represent and exercise on behalf of the corporation all rights incident to any and all shares of any corporation standing in the name of this corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized so to do in proxy or power of attorney duly executed by said officer.

 

Section 4.      Construction and Definitions.

 

Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the General Provisions of the California Nonprofit Corporation Law and in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws.

 

Section 5.      Amendments.

 

These Bylaws may be amended only as provided in this Section 5. Amendments may be adopted from time to time by motion duly made and approved by the Board of this Foundation (the "Foundation Board") with the consent of the Rotary Club of Pasadena, acting through its Board of Directors (the "Club Board"). Consent of the Club Board may be obtained no earlier than three (3) months before approval by the Foundation Board. Amendments passed without such prior consent shall not be effective until such consent is given and shall be submitted to the Club Board for consideration at its next scheduled meeting, or, if that is impractical, at its following meeting. If Club Board consent is not given at such a meeting the amendment shall become void. A copy of the minutes of the Club Board meeting at which consent is granted, certified by its Secretary, shall constitute proof of consent.

 

 

 

Section 6.      Instruments in Writing.

 

All checks, drafts, demands for money and notes of the corporation, and all written contracts of the corporation shall be signed by such officer or officers, agent or agents, as the Board may from time to time by resolution designate.

 

Section 7.      Maintenance of Articles, Bylaws and Records.

 

This corporation shall keep at its principal executive office:

 

(a)     The original or a copy of its Articles of Incorporation and Bylaws as amended to

 

date;

 

(b)     Adequate and correct books and records of account; and

 

(c)     Minutes of the proceedings of its Board and committees of the Board.


CERTIFICATION

 

            I hereby certify that I am the secretary of the Rotary Club of Pasadena Foundation and that the foregoing bylaws are the bylaws as adopted by the Board of Directors on November 2, 2011, and that these bylaws have not been amended or modified since that date.