Section 1.01. The principal office of the Corporation for its transaction of business is located at 575 Lincoln Ave., Room 300B, Napa, California.
Change of Address
Section 1.02. The Board of Directors is hereby granted full power and authority to change the principal office of the Corporation from one location to another in the County of Napa, California. Any such change shall be noted by the Secretary as an endorsement to these Bylaws, but shall not be considered an amendment of these Bylaws.
Section 2.01. The Corporation is a non-profit organization which has achieved tax exempt status by the United States Internal Revenue Service pursuant to Internal Revenue Code Section 501(c)(3) and the California Franchise Tax Board. The Corporation exists to assist and support high school education in Napa County by the establishment, promotion and financing of a Napa High School Athletic Hall of Fame.
Section 3.01. The Corporation is governed solely by its Board of Directors, and is not a membership organization.
Section 4.01. The Corporation shall have a minimum of seven (7) and a maximum of eleven (11) Directors. These numbers may be changed, from time to time, by action of the Board of Directors. Directors shall be known as the Board of Directors.
Section 4.02. The Directors of the Corporation shall be residents of the State of California and shall have been affiliated with Napa High School as a student, faculty or administrator.
Section 4.03. Any person qualified to be a Director under Section 4.02 of these Bylaws may be nominated by the method of nomination authorized by the Board or by any other method authorized by law.
Removal and Resignation; Filling Vacancies
Section 4.04. Any Director may resign or be removed any time by a three-quarters vote of the majority of the members of the Board of Directors. Vacancies on the Board caused by death, incapacity, resignation or removal shall be filled by appointment by a majority vote of the remaining Directors.
Section 4.05. The Directors shall serve without compensation except that they may be allowed and paid their actual and necessary expenses incurred while promoting the goals of the Foundation.
Nonliability of Directors
Section 4.06. A Director of the Corporation shall not be solely, because of such membership, personally liable for the debts, obligations, or liabilities of the Corporation.
Call of Meetings
Section 4.07(a). Meetings of the Board may be called by the President of the Board or Vice-President or the Secretary or any two (2) Directors.
Place of Meetings
(b). All meetings of the Board shall be held at a site designated by the Board.
Time of Regular Meetings
(c). The Board of Directors shall set a time and place for regular meetings of the Board.
(d). Special meetings of the Board may be called by the President of the Board or any Vice-President or the Secretary or any two (2) Directors. Special meetings shall be held on four (4) days’ notice by first-class mail, postage prepaid, or one forty-eight (48) hours’ notice delivered personally or by telephone or telegraph or by facsimile. Notice of the special 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 who attends without protesting, prior thereto or at its commencement, the lack of such notice to such Director. All such waivers, consents, and approvals shall be filed with the Corporate records or made a part of the minutes of the meetings.
(e). At least one-third of the active members of the Board constitutes a quorum of the Board for the transaction of business, except as hereinafter provided.
Transactions of Board
(f). Except as otherwise provided in the Articles, in these Bylaws, or by law, every act or decision done or made by a majority of the Directors present at a meeting duly held, at which a quorum is present is 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 is approved by at least a majority of the required quorum for such meeting, or such greater number as is required by the law, the Articles, or these Bylaws.
Conduct of Meetings
(g). The President of the Board or, in his or her absence, any Director selected by the Directors present shall preside at meetings of the Board of Directors. The Secretary of the Corporation or, in the Secretary’s absence, any person appointed by the presiding officer shall act as Secretary of the Board. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Such participation shall constitute personal presence at the meeting.
(h). 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 (24) hours, notice of the adjournment to another time or place must be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
Action Without Meeting
Section 4.08. Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board individually and collectively consent in writing to such action. Such written consent or consents 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 such Directors.
Number and Title
Section 5.01. The officers of the Corporation shall be a President of the Board, a Vice-President, a Secretary, a Chief Financial Officer, and such other officers with such titles and duties as shall be determined by the Board and may be necessary to enable it to sign instruments. The President of the Board is the general manager and chief executive officer of the Corporation. Any number of offices may be held by the same person, except that neither the Secretary nor the Chief Financial Officer may serve concurrently as President of the Board.
Appointment and Resignation
Section 5.02 (a). The officers shall be chosen by the Board and serve at the pleasure of the Board, subject to the rights, if any, of an office under any contract of employment. Any officer may resign at any time on written notice to the Corporation without prejudice to the rights, if any, of the Corporation under any contract to which the office is a party.
(b). A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, shall be filled by the Board.
Section 5.03. An officer of the Corporation shall not solely, because of such membership, be personally liable for the debts, obligations, or liabilities of the Corporation.
Amendment of Bylaws
Section 5.04. These Bylaws may be amended or repealed and new Bylaws adopted by the majority of the members of the Board at any Board meeting. Any consideration of amendment of these Bylaws shall require the giving to all board members five days advance notice. Advance notice may be accomplished by continuance of a board meeting for five days.
Corporate Records, Reports and Seal
Section 6.01. The Corporation shall keep adequate records and correct records of account and minutes of the proceedings of its Board and committees of the Board. The Corporation shall also keep a record of its Board of Directors giving their names and addresses and the class of membership held by each. The minutes shall be kept in written form, other books and records shall be kept in either written form or in any other form capable of being converted, into written form.
Section 6.02. The Board shall cause an annual report to be prepared not later than one hundred twenty (120) days after the close of the Corporation’s fiscal year. The report shall contain all the information required by Section 6321(a) of the Corporations Code and shall be accompanied by any report thereon of independent accountants, or if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation. The annual report shall be furnished to all Directors.
Annual Statement of Certain Transactions and Indemnifications
Section 6.03. The Corporation shall furnish annually to its Board a statement of any transaction of indemnification described in Section 6322 (d) and (e) of the Corporation Code, if such transaction or indemnification took place. Such annual statement shall be affixed to and sent with the annual report described in Section 6.02 of these Bylaws.
Section 6.04. The Board of Directors shall not adopt a corporate seal.
Selection and Financing
Hall of Fame Selection Committee
Section 7.01. The major purpose of the foundation is to establish, promote and finance the Napa High School Athletic Hall of Fame. The directors shall appoint a selection committee and shall approve the selection procedure to be used to induct athletes. One member of the Board shall serve as a non-voting secretary to the committee and shall count the ballots and verify the selection of the nominees.
Section 7.02. The Board of Directors shall be responsible for raising funds to establish and perpetuate the Napa High School Athletic Hall of Fame. Any funds raised in excess of those needed for that purpose shall be used in a manner that will bring honor to the school and/or assist Napa High student athletes in furthering their education. The Board shall be responsible for the distribution of all funds raised by the foundation.
Honorary Advisory Board
Section 8.01. The Board of Directors finds that the establishment of an Advisory Board will assist the Corporation in expanding community outreached help obtain community awareness and support and obtain assistance with persons willing to sit on committees and assist in the Corporation’s projects.
Section 8.02. The Board of Directors hereby establishes an Honorary Advisory Board. Advisory Board members shall serve at the pleasure of the Board of Directors.
Section 8.03. The function of the Advisory Board is to support the activities of the Napa High Athletic Foundation and to promote the Foundation through the goodwill generated by their membership on the Advisory Board, without the obligation of being a member of the Board of Directors.
Section 8.04. An Advisory Board member shall be a member of the community and be in good standing. The member shall be a citizen of the United States.
Section 8.05. The Board of Directors shall appoint members to the Honorary Advisory Board by a two-thirds (2/3) vote.