Murrieta Public Library Foundation, Inc.
A California Nonprofit Public Benefit Corporation
Section
501(c)(3) of the Internal Revenue Code
Eight Town Square, Murrieta, CA 92562 | (951) 304-
Bylaws Of The
Murrieta Public Library Foundation, Incorporated
A California Nonprofit
Public Benefit Corporation
ARTICLE I -
The name of this nonprofit Public Benefit Corporation shall be the Murrieta Public Library Foundation, Incorporated ("Corporation").
ARTICLE II -
The principal office for the transaction of business of this Corporation shall be located in Murrieta, California, at such address as the Board of Directors (sometimes referred to as the "Board") may determine. The Board of Directors may change the principal office from one location to another pursuant to ARTICLE V, SECTION 8 of these Bylaws.
ARTICLE III -
The objective of this Corporation shall be to obtain private funding and endowments to augment the Murrieta Public Library's ability to meet the cultural, educational, informational and recreational needs of the Murrieta community.
ARTICLE IV -
There shall be no voting members of this Corporation. Since no voting memberships
exist, then pursuant to Section 5310(b) of the Nonprofit Public Benefit Corporation
Law of the State of California (Cal. Corp. Code ยงยง 5110-
ARTICLE V -
SECTION 1. NUMBER
The Corporation shall have a minimum of seven (7) and a maximum of fifteen (15) Directors. The Directors on the Board collectively shall be known as the Board of Directors. The City of Murrieta's Director of Library Services shall be one of the Directors. Additionally, the Board of Directors should have representatives of the City of Murrieta Library Advisory Commission and the Friends of the Murrieta Public Library, as it determines. In all cases, these representatives shall be from among the membership of the appropriate body. The remaining Directors shall be at large.
SECTION 2. POWERS
Subject to the provisions of the California Nonprofit Public Benefit Corporation law and any limitations in the Articles of Incorporation and these Bylaws, the activities and affairs of this Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
SECTION 3. TERMS OF OFFICE
The City's Director of Library Services shall serve as long as that person holds
the position, at which time a successor shall be appointed to the Board.
The other members of the Board of Directors shall serve an initial three-
SECTION 4. REMOVAL FROM OFFICE
Any at-
SECTION 5. COMPENSATION
Directors shall serve on this Board without compensation, except that they may receive reimbursement for their actual and necessary expenses incurred in conducting the Corporation's business. They also may be allowed reasonable advancement of expenses authorized by the Board.
SECTION 6. REGULAR, SPECIAL AND ANNUAL MEETINGS
Regular meetings of Directors shall be held quarterly or more frequently, if deemed
necessary, on a date established by the Board of Directors. Regular meetings may
be held without notice, provided they are conducted on a date regularly scheduled
by the Board.
Special meetings of the Board may be called by the Board, by the President or by
any two Directors, and such meetings shall be held at the place and time designated
by the person or persons calling the meeting, and in the absence of such designation,
at the principal office of the Corporation. The purpose of any special meeting shall
be specified in the notice. Such meetings shall require at least seventy-
The annual meeting of this Corporation shall occur on a date in September established at least fifteen (15) days in advance by the Board of Directors. The principal business of this meeting shall be the election of officers, appointment of an auditor and such other action as the Board may determine may be considered.
SECTION 7. QUORUM FOR MEETINGS
A quorum shall consist of four (4) members of the Board. Except as otherwise provided
in these Bylaws, no business shall be considered by the Board at any meeting at which
a quorum is not present, and the only motion that the presiding officer shall entertain
at such meeting is a motion to adjourn. However, a majority of the Directors present
at such meetings may adjourn from time to time until the time fixed for the next
regular meeting of the Board.
The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business at the meeting after a withdrawal of Directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law or the Bylaws of this Corporation.
SECTION 8. MANNER OF ACTING
An act of the majority of the Directors present at a meeting at which a quorum is present shall be deemed an act of the Board of Directors for corporate purposes; however, an act of the majority of the Directors in office is required to amend these Bylaws or the Articles of Incorporation.
SECTION 9. VACANCIES ON THE BOARD OF DIRECTORS
Vacancies on the Board of Directors shall exist on the death, resignation or removal
of any Director and/or whenever the number of authorized Directors is increased.
Any Director may resign by giving written notice to the President, the Secretary
or to the Board of Directors, such resignation to be effective immediately or upon
a later date if specified in the notice. No Director may resign if the Corporation
would then be left without a duly appointed Director or Directors in charge of its
affairs, except upon notice to the Attorney General of the State of California.
The Board of Directors may declare vacant the office of a Director who has been declared
of unsound mind by a final order of court, or convicted of a felony, or been found
by a final order or judgment of any court to have breached any duty under the California
Nonprofit Public Benefit Corporation Law.
At-
(i) a majority vote of the Board; or
(ii) if the number of Directors then in office is less than a quorum, by: (a) the unanimous written consent of the Directors then in office, (b) the affirmative vote of a majority of the Directors then in office at a meeting held pursuant to notice or waivers of notice complying with Article V of these Bylaws, or (c) by a sole remaining Director.
SECTION 10. INFORMAL ACTION BY BOARD OF DIRECTORS
Any action required or permitted to be taken by the Board of Directors, under any
provision of law, may be taken without a meeting if all members of the Board shall
individually or collectively consent in writing to such action. Such written consent
shall be filed with the minutes of the proceedings of the Board. Such action by written
consent shall have the same force and effect as the unanimous vote of the Board.
Any certificate or other document filed under any provision of law, which relates to action so taken under subsection A, shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this Corporation authorize the Directors to so act. Such statement shall be prima facie evidence of such authority.
SECTION 11. CONDUCT OF MEETINGS
The President shall preside over meetings of the Board of Directors or, in his or
her absence, the Vice President shall preside over such meeting or, in the absence
of each of these persons, a chairperson chosen by a majority of the Directors present
at the meeting shall preside over such meeting.
The Secretary of the Corporation shall act as secretary of all meetings of the Board
of Directors, provided that, in his or her absence, the presiding officer shall appoint
another person to act as secretary of the meeting.
The latest edition of Robert's Rules of Order shall govern meetings, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this Corporation or with provisions of federal, state or local law.
SECTION 12. NON-
The Directors shall not be personally liable for the debts, liabilities or other obligations of the Corporation.
SECTION 13. INDEMNIFICATION
Authority. Unless otherwise prohibited by law, the Corporation may indemnify any
Director or officer or any former Director or officer, and it may by resolution of
the Board of Directors indemnify any employee, against any and all expenses and liabilities
incurred by him or her in connection with any claim, action, suit or proceeding to
which he or she is made a party by reason of being a Director, officer or employee.
However, there shall be no indemnification in relation to matters as to which he
or she shall be adjudged to be guilty of a criminal offense or liable to the Corporation
for damages arising out of his or her own gross negligence in the performance of
a duty to the Corporation.
Conditions. Amounts paid in indemnification of expenses and liabilities may include,
but shall not be limited to, counsel fees and other fees; costs and disbursements;
and judgments, fines and penalties against, and amounts paid in settlement by, such
Director, officer or employee. The Corporation may advance expenses or, where appropriate,
may itself undertake the defense of any Director, officer or employee. However, such
Director, officer or employee shall repay such expenses if it should be ultimately
determined that he or she is not entitled to indemnification under this Section.
Insurance. The Board of Directors may also authorize the purchase of insurance on
behalf of any Director, officer, employee or other agent against any liability incurred
by him or her which arises out of such person's status as a Director, officer, employee,
or agent, whether or not the Corporation would have the power to indemnify the person
against that liability under law.
ARTICLE VI -
SECTION 1. NUMBER OF OFFICERS
The Corporation shall have a President, Vice President, Secretary and a Treasurer (often referred to by outside parties as a Chief Financial Officer). Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may concurrently serve as the President.
SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
Any Director may serve as an officer of this Corporation. At the annual meeting, the Board shall elect officers to serve for the coming year, and each officer shall hold office until he or she resigns or is removed from office or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.
SECTION 3. SUBORDINATE OFFICERS
The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority and perform such duties as may be prescribed from time to time by the Board of Directors.
SECTION 4. REMOVAL AND RESIGNATION
Removal. The Board of Directors at any time may remove any officer, either with
or without cause, at any time.
Resignation. An officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy.
SECTION 6. DUTIES OF PRESIDENT
The President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. The President shall preside at all meetings. Except as otherwise expressly provided by law, by the Articles of Incorporation or by these Bylaws, he or she shall, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, checks or other instruments, which may from time to time be authorized by the Board of Directors.
SECTION 7. DUTIES OF VICE PRESIDENT
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law or as may be prescribed by the Board of Directors.
SECTION 8. DUTIES OF SECRETARY
The Secretary shall:
In general, perform all duties incident to the office of Secretary and such other
duties as may be required by law, by the Articles of Incorporation or by these Bylaws,
or which may be assigned to him or her from time to time by the Board of Directors;
Certify and keep at the principal office of the Corporation the original or a copy
of these Bylaws as amended or otherwise altered to date;
Keep at the principal office of the Corporation or at such other place as the Board
may determine, a book of minutes of all meetings of the Directors, and, if applicable,
meetings of committees of Directors, recording therein the time and place of holding,
whether regular or special, how called, how notice thereof was given, the names of
those present or represented at the meeting, and the proceedings thereof;
See that all notices are duly given in accordance with the provisions of these Bylaws
or as required by law;
Be custodian of the records of the Corporation; and
Exhibit at all reasonable times to any Director of the Corporation, or to his or her agent or attorney, on request thereof, the Bylaws and minutes of the proceedings of the Directors of the Corporation and permit the copying thereof.
SECTION 9. DUTIES OF TREASURER
Subject to the provisions of these Bylaws relating to the "Execution of Instruments,
Deposits and Funds," the Treasurer shall:
In general, perform all duties incident to the office of Treasurer and such other
duties as may be required by law, by the Articles of Incorporation or by these Bylaws,
or which may be assigned to him or her from time to time by the Board of Directors;
Have charge and custody of, and be responsible for, all funds and securities of the
Corporation, and deposit all such funds in the name of the Corporation in such banks,
trust companies or other depositories as shall be selected by the Board of Directors;
Receive, and give receipt for, monies due and payable to the Corporation from any
source;
Disburse or cause to be disbursed the funds of the Corporation as may be directed
by the Board of Directors, taking proper vouchers for such disbursements;
Keep and maintain adequate and correct accounts of the Corporation's properties and
business transactions, including accounts of its assets, liabilities, receipts, disbursements,
gains and losses;
Exhibit at all reasonable times the books of account and financial records to any
Director of the Corporation, or to his or her agent or attorney on request therefore;
Render to the President and Directors, whenever requested, an account of any or all
of his or her transactions as treasurer and of the financial condition of the Corporation;
Prepare or cause to be prepared and certify or cause to be certified the financial
statements to be included in any required reports; and
Implement or cause to be implemented:
(i) An annual audit of all accounts and financial records of the Corporation by
a certified and objective auditor, or
(ii) A report on all accounts and financial records of the Corporation as recommended by the City's Finance Director.
ARTICLE VII
COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE
The Board of Directors may designate at least three (3) of its members to constitute
an Executive Committee and delegate to such committee any of the powers and authority
of the Board in the management of the business and affairs of the Corporation, except
with respect to:
(i) The filling of vacancies on the Board or on any committee that has the authority
of the Board.
(ii) The fixing of compensation for any full-
(iii) The amendment or repeal of Bylaws or the adoption of new Bylaws.
(iv) The amendment or repeal of any previous action of the Board.
(v) The approval of any transaction to which this Corporation is a party and in
which one or more of the Directors has a material financial interest, except as expressly
provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation
law.
By a majority vote of its Directors, the Board may at any time revoke or modify any or all of the authority so delegated, increase or decrease, but not below three (3), the number of the committee's members and fill vacancies therein from the members of the Board. The committee shall keep minutes of its proceedings, cause them to be filed promptly with the corporate records, and report the same to the Board from time to time as the Board may require.
SECTION 2. OTHER COMMITTEES
The Corporation shall have such other committees as may from time to time be designated by the Board of Directors. Such other committees may consist of persons who are not also members of the Board. These additional committees shall act in an advisory capacity only to the Board and shall be clearly titled as "advisory" committees.
SECTION 3. MEETINGS AND ACTION OF COMMITTEES
Regular or special meetings of committees may be fixed by the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
ARTICLE VIII
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness of the Corporation shall be signed by the Treasurer and countersigned by the President of the Corporation.
SECTION 3. DEPOSITS
All funds of the Corporation shall be deposited promptly to the credit of the Corporation in such banks, trust companies or other depositories insured by the Federal Deposit Insurance Corporation ("FDIC") as the Board of Directors may select. These funds shall be defined as the working accounts.
SECTION 4. GIFTS
The Board of Directors may accept, on behalf of the Corporation, any contribution, gift, bequest, or devise for charitable or public purposes of this Corporation.
SECTION 5. INVESTED FUNDS
At the discretion and consent of the Board of Directors, funds will be invested as decided upon by the Board of Directions with the recommendation of the Treasurer.
ARTICLE IX
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of July and end on the last day of June in each year.
ARTICLE X
AMENDMENT OF BYLAWS
These Bylaws and the Articles of Incorporation may be altered, amended or repealed,
and new Bylaws or Amendments to the Articles of Incorporation adopted by a two-
ARTICLE XI
PROHIBITED TRANSACTIONS
SECTION 1. SHARING CORPORATE PROFITS AND ASSETS
No member, Director, officer, employee or other person connected with this Corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the Corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the Corporation.
SECTION 2. LOANS AND GUARANTEES
The Corporation shall not lend any money or property to nor guarantee the obligation of any Director or officer without the approval of the California Attorney General. The Corporation may, however, advance money to a Director or officer of the Corporation for expenses reasonably anticipated to be incurred in the performance of his or her duties if that Director or officer would be entitled to reimbursement for such expenses by the Corporation.
SECTION 3. SELF-
The Board shall not cause the corporation to enter, directly or indirectly, into
any contract or transaction with any director of this Corporation or with any corporation,
firm, association, or other entity in which one or more Director(s) of this Corporation
has a material financial interest or in which one or more Directors of the Corporation
are otherwise involved, unless all of the following apply:
All material facts regarding the financial interest of such Director(s) in the contract
or transaction are fully disclosed in good faith and noted in the minutes, or are
known to all Directors of the Board prior to the Board's consideration of such contract
or transaction;
Before authorizing or approving the transaction, the disinterested members of the
Board consider and in good faith decide after reasonable investigation that the Corporation
could not obtain a more advantageous arrangement with reasonable effort under the
circumstances;
A majority of the disinterested members of the Board authorizes and approves the
contract or transaction in good faith by a vote sufficient for that purpose; and
The transaction is in fact fair and reasonable to the Corporation at the time of its entry and the transaction is entered into for the Corporation's benefit.
ARTICLE XII
DISSOLUTION
All members, if any, of the Corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the Corporation, whether voluntarily or involuntarily, the assets of the Corporation, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of this Corporation and not otherwise.
WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
We, the undersigned, are all of the persons named as the initial Directors in the Articles of Incorporation of Murrieta Public Library Foundation, Incorporated, a California Nonprofit Public Benefit Corporation, and, pursuant to the authority granted to the Directors by these Bylaws, adopt the foregoing Bylaws, as the Bylaws of this Corporation.
Dated September 4, 2008
Juanita Blankenship, President
Carol Carson, Vice President
Nancy E. Dixon, Secretary
L. T. Osborne, Treasurer
CERTIFICATE
This is to certify that the foregoing is a true and correct copy of the Bylaws of the Corporation named in the title thereto and that such Bylaws were duly adopted by the Board of Directors of said Corporation on the date set forth below.
Dated September 4, 2008
Nancy E. Dixon, Secretary
