of Fullerton Heritage
A California Nonprofit Public Benefit Corporation
1.1 NAME The
name of this Corporation shall be Fullerton Heritage.
II: OBJECTIVES AND PURPOSES
STATEMENT. Fullerton Heritage is a nonprofit public benefit corporation
and is not organized for the private gain of any person. The general
purposes and powers are to have and exercise all rights and powers
conferred upon nonprofit corporations under the California Nonprofit
public Benefit Corporation Law, for educational, cultural, and historic
objectives, including the power to contract, rent, buy, or sell
real or personal property.
PURPOSES. The purpose of Fullerton Heritage is to promote the preservation
of Fullerton's architectural, historical, and cultural resources;
to increase public awareness of Fullerton's historic built environment;
to gather and disseminate information useful in the preservation
of the structures, neighborhoods, traditional open spaces and landscape
features of Fullerton; to engage in such charitable and educational
activities as shall promote the preservation and enhancement of
ACTIVITIES. Notwithstanding any other provision of these Articles,
the Corporation shall not carry on any other activities not permitted
to be carried on (a) by a corporation exempt from Federal Income
Tax under Section 501(c)(3) of the Internal Revenue Code of 1954
(or the corresponding provision of any future United States Internal
Revenue Law) or (b) by a corporation contributions to which are
deductible under Section 170 (c)(2) of the Internal Revenue Code
of 1954 (or the corresponding provision of any future United States
Internal Revenue Law).
OFFICE. The principal office of Fullerton Heritage shall be located
in Fullerton, Orange County, California at site to be fixed and
located at such place as the Board of Directors shall determine.
The Board is granted full power and authority to move the principal
office from one location to another.
IV. DEDICATION OF ASSETS
OF ASSETS. The properties and assets of this nonprofit Corporation
are irrevocably dedicated to nonprofit public benefit purposes.
No part of the net earnings, properties or assets of the Corporation,
on dissolution or otherwise, shall inure to the benefit of any private
person or individual, nor any member or director of the Corporation.
On liquidation or dissolution, all properties and assets and obligations
shall be distributed and paid over to an organization dedicated
to nonprofit public benefit purposes provided that the organization
continues to be dedicated to exempt purposes as specified in the
Internal Revenue Code, Section 501(c)(3).
There shall be one class of membership in the Corporation open to
all who pay dues. Any person dedicated to the purpose of this Corporation
shall be eligible for membership upon acceptance of his/her application
by the Board of Directors and payment of such dues and fees as may
from time to time be fixed by the Board of Directors.
OF MEMBERSHIP. The membership of any regular member shall terminate
upon the occurrence of any of the following events:
A. Resignation of the member
B. Failure of the member to pay annual dues within the time set
forth by the Board of Directors.
C. The determination of the Board of Directors, or a committee designated
to make such determination, that a member has engaged in any of
the following conduct:
(1) Unauthorized public representation of the organization.
(2) Bringing the organization into disrepute.
(3) Misappropriation of funds.
(4) Disruptive behavior.
HEARING. In the event the Board, or its designated committee, moves
to expel a member, it must schedule a hearing, give fifteen (15)
days written notice of the time and place to the subject member
stating the grounds for the proposed expulsion. At the hearing the
member shall be given the opportunity to hear the evidence in support
of expulsion and the opportunity to respond to the charges. The
Board, or its committee, shall decide whether the member should
be expelled or if some other sanctions should be applied. The decision
of the Board or committee shall be final.
6.1 ANNUAL MEETING.
An Annual Meeting shall be held, the exact date and place to be
determined by the Board of Directors. At the Annual Meeting the
A. Elect Directors.
B. Transact such business as may come before it.
MEETINGS. Special Meetings may be held at the call f the President
or at the joint call of three (3) directors, provided notice is
given as provided in Section 6.3.
6.3 NOTICE OF
MEETINGS. All notices of meetings shall be delivered personally
or sent by mail to all members not less than twenty (20) or more
than sixty (60) days before the day of the meeting and that the
notice will specify the place, date and hour of the meeting. In
case of a special meeting, the general nature of the business to
be transacted must be described in the notice. The notice of the
Annual Meeting shall state whatever subjects are scheduled in advance
for action, but the meeting shall not be limited to those subjects.
Fifteen (15) members shall constitute a quorum. The members present
at a duly called or duly held meeting at which a quorum is present
may continue to transact business until adjournment, notwithstanding
the withdrawal of enough members to leave less than a quorum, if
any action taken other than adjournment is approved by at least
a majority of the members required to constitute a quorum. Any members'
meeting, regular, annual, or special, whether or not a quorum is
present, may be adjourned from time to time by the vote of a majority
of the members present at the meeting, either in person or by proxy.
6.4 RULES OF
ORDER. The Robert's Rules of Order, as amended from time to time,
shall govern the meetings of members insofar as those rules are
not inconsistent with or in conflict with these Bylaws, the Articles
of Incorporation f this Corporation, or the law.
TO VOTE. Persons entitled to vote at any meeting of the members
shall be those who are members on the date of the meeting. Family
membership shall entitle any family holding such membership to two
6.6 MANNER OF
VOTING. Manner of casting votes may be by voice or ballot or show
of hands as declared by the President, provided that any election
of directors must be by ballot if demanded by any member before
MAJORITY. If a quorum is present, the affirmative vote of the majority
of the members present at the meeting who are entitled to vote,
and voting on any matter (other than the election of directors,
shall be the act of the members.
6.8 ACTION WITHOUT
MEETING BY WRITTEN BALLOT. Any action which may be taken at any
meeting of members may be taken without a meeting. If an action
is taken without a meeting, the Corporation shall distribute a written
ballot to every member entitled to vote on the matter. The ballot
shall set forth the proposed action, provide an opportunity to specify
approval or disapproval of any proposal, and provide a reasonable
time within which to return the ballot to the Corporation. Approval
by written ballot shall be valid only when the number of votes cast
by ballot within the time period specified equals or exceeds the
quorum required to be present at a meeting authorizing the action,
and the number of approvals equals or exceeds the number of votes
that would be required to approve at a meeting at which the total
number of votes cast was the same as the number of votes cast by
OF BALLOTS. Ballots shall be solicited in a manner consistent with
the requirements of giving notice of members' meetings set fort
in Article 6.3 of these Bylaws. All such solicitations shall indicate
the number of responses needed to meet the quorum requirement and,
with respect to the ballots other than for election of Directors,
shall state the percentage of approvals necessary to pass the measure
submitted. The solicitation shall specify the time by which the
ballot must be received in order to be counted.
BY WRITTEN BALLOT. The form of written ballots shall afford members
the opportunity on the form of written ballot to specify a choice
between approval and disapproval on each matter or group of related
matters intended, at the time the written ballot is distributed,
to be acted on by such written ballot. The form shall also provide,
subject to reasonable specified conditions, that where the person
solicited specifies a choice with respect to any such matter, the
vote must be cast in accordance therewith. In any election of Directors,
any form of written ballot in which the Directors to be voted on
are named therein as candidates and which is marked by a member
"withhold" or otherwise marked in a manner indicating
that the authority to vote for the election of Directors is withheld
shall not be voted either for or against the election of a Director.
VII: MEMBERS NON-LIABILITY
NON-LIABLE. No member of this Corporation, either regular or otherwise,
shall be personally liable for any of the debts, liabilities and/or
obligations of the Corporation.
VIII: SELECTION OF DIRECTORS
AND SOLICITATION FOR VOTES. The President shall appoint a committee
to select qualified candidates for election to the Board of Directors
at least sixty (60) days before the date of any election of directors.
The nomination committee shall make its report at least thirty (30)
days before the date of the election. The Secretary shall forward
to each member, with the notice of the meeting required by Section
6.3, a list of the nominated candidates. At the meeting to elect
directors any member present may place a name or names in the nomination
with the consent of the person nominated.
OF DIRECTORS. The elected directors shall be elected by the general
membership by ballot at, or prior to the Annual Meeting. Each voting
member shall have as many votes as there are openings on the Board
of Directors. The candidates receiving the most votes shall be considered
duly elected. In case of a tie vote for the final position, a second
vote will be held. The candidate receiving the most votes shall
be considered duly elected.
The directors of the Corporation shall be residents of, or employed
in, the city of Fullerton, State of California, and be regular members,
in good standing, of the Corporation.
9.2 NUMBER OF
DIRECTORS. The authorized number of directors of the Corporation
shall not be less than five (5), nor more than seventeen (17), until
changed by amendment of the Article of Incorporation or by a duly
adopted bylaw amending this Section.
9.3 TERMS OF
OFFICE. The term of office for each director shall be two (2) years,
commencing on the first day after his/her election. So that at least
one half of the Board of Directors is elected each year, the term
of office for at least one half of the first generally elected Board
of Directors shall be one (1) year. The directors serving one year
terms shall be designated by the nominating committee. Each director
shall hold office until his/her respective successor is elected,
or until his/her death or resignation, or until he/she is removed
Should any vacancy on the Board of Directors cause the number of
directors to fall below the number of five (5), a majority of the
remaining Board of Directors shall have the authority to appoint
a successor to complete the unexpired term.
DIRECTORS. The elected directors may from time to time appoint directors,
not to exceed three (3) at any one time, as deemed necessary to
carry on the work of the Corporation. Appointed directors shall
have full voting rights on matters before the Board of Directors.
The term of office for an Appointed Director shall be one year.
A majority constitutes a quorum of the Board of Directors for the
transaction of business, except to adjourn as provided for in Section
9.7. Every act taken or decision made by a majority of the Directors
present at at meeting duly held at which a quorum is present shall
be regarded as an act of the Board, unless a greater number be required
by law or by the Articles, except as provided in the next sentence.
A meeting at which a quorum is 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 remaining
A majority of the board present, whether or not a quorum is present,
may adjourn any 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 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 and/or place shall be given prior to the time of
the adjourned meeting to directors who were not present at the time
of the adjournment.
POWERS OF DIRECTORS. The Board of Directors shall have the management
of the business of the Corporation, and, subject to the restrictions
imposed by law, by the Articles of Incorporation or by these Bylaws,
may exercise all the powers of the Corporation.
POWERS OF DIRECTORS. Without prejudice to such general powers, it
is hereby expressly declared that the Board of Directors shall have
the following powers, to with:
A. To adopt and alter a common seal of the Corporation.
B. To make and change regulations not inconsistent with these Bylaws,
for the management of the Corporation's business and affairs.
C. To appoint and remove, all officers, agents and employees of
the Corporation, prescribe their duties, fix their compensation
and require from them security for faithful service, if they so
deem necessary, and in their discretion, to transfer the powers
and duties of any officer to any other person for the time being.
D. To appoint and remove or suspend such subordinate officers, agents
or factors as they may deem necessary, and determine their duties
and fix, and from time to time change, their salaries and remuneration.
E. To establish committees, standing or ad hoc, as deemed necessary
to pursue the business of the Corporation, and to define the powers
and duties of such committees.
F. To pay for any property purchases by the Corporation, either
wholly or partly in money, bonds, debentures or other securities
of the Corporation.
G. To borrow money and to make and issue notes, bonds and other
negotiable and transferable instruments, mortgages, deeds of trust,
trust agreements and to do every act and thing necessary to effect
H. To select and designate such bank or trust company as they may
deem advisable, as official depository of the funds of the Corporation
and to prescribe and order the manner in which such deposits shall
be made and/or withdrawn.
J. Directors shall not receive any stated salary for their service
as directors, but by resolution of the Board, a fixed fee and expenses
of attendance may be allowed for attendance at each meeting.
After opportunity for hearing at a regular or special meeting of
the Board of Directors, a majority of the authorized number of directors
of the Corporation may remove from office (a) any director who abuses
his/her authority of discretion as a director of the Corporation
or (b) any director who engages in any fraudulent or dishonest act
with reference to, or breached his fiduciary duty to, the Corporation.
Failure to attend three (3) consecutive regular meetings of the
Board of Directors shall constitute resignation from the Board;
provided however, that absence from a meeting for which a resolution
is adopted excusing the said absence shall not be counted for this
OF DIRECTORS. The directors shall not be personally liable for the
debts, liabilities, or other obligations of the Corporation.
BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS.
To the extent that a person who is, or was, a director, officer,
employee or other agent of this Corporation has been successful
on the merits in the defense of any civil, criminal, administrative
or investigative proceeding brought to procure a judgment against
such person by evasion of the fact that he or she is, or was, an
agent of the Corporation, or has been successful in defense of any
claim, issue or matter therein, such personal shall be indemnified
against expenses actually and reasonably incurred by the person
in connection with such proceeding. If such person either settles
any such claim or sustains a judgment against him or her, then indemnification
against expenses, judgments, fines, settlements and other amounts
reasonably incurred in connection with such proceedings shall be
provided by this Corporation, but only to the extent allowed by
and in accordance with the requirements of Section 5238 of the California
Nonprofit Public Benefit Corporation Law.
MEETING OF THE BOARD. The Board of Directors shall meet quarterly
at a minimum. Regular meetings shall be held upon at least twenty-one
(21) days notice by first class mail, delivered personally, or by
MEETING OF THE BOARD. Special meetings of the Board of Directors
may be called at any time by the President or by any three (3) directors.
Special meetings of the Board of Directors shall be held upon at
least three (3) days ' notice by first-class mail, or forty-eight
(48) hours' notice delivered personally, or by telephone, or by
WITHOUT MEETING. Any action required or permitted to be taken by
the Board of Directors may be taken without a meeting, if all members
of the Board individually or 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.
The officers of the Corporation shall be:
A. President & Chairman of the Board of Directors,
B. Vice President,
C. Secretary, and
Each officer of the Corporation shall be a duly elected director.
No person shall hold more than one office.
OF OFFICERS. The officers of the Corporation, except such officers
as may be appointed in accordance with the provisions of Section
10.5 of this Article, shall be chosen annually by a majority vote
of the Board of Directors at the first regular meeting of the Board
following the Annual Meeting. Each officer shall hold office until
his/her successor is appointed or until he/she resigns or he/she
is removed from office.
AND RESIGNATION. Any officer may be removed, with cause, by a majority
of the Board of Directors at a regular or special meeting of the
Board of Directors. Any officer may resign at any time by giving
written notice to the board or to the President, or to the Secretary
of the Corporation. Any such resignation shall take effect at 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.
A vacancy in any office because of death, resignation or removal,
or any other cause shall be filled by the Board of Directors at
a regular or special meeting.
The President shall be the chief executive officer of the corporation
and shall, subject to the control of the Board of Directors, have
general supervision, direction, and control of the business and
affairs of the Corporation. He/she shall preside at all meetings
of the Board of Directors and the Annual Meeting of the Corporation.
He/she shall be ex officio a member of all the standing committees,
including the executive committee, if any; shall have the general
powers and duties usually vested in the office of president of a
corporation; and shall have such other powers and duties as prescribed
by the Board of Directors or the Bylaws.
In the absence or disability of the President, the Vice-President
shall perform all the duties of the President, and when so acting
will have all the powers of, and be subject to all the restrictions
upon, the President. The vice-President shall have such other powers
and perform such other duties as prescribed by the Board of Directors.
The Secretary shall keep, or cause to be kept, a record of all proceedings
of the organization, usually called "the minutes". The
Secretary shall keep on file all committee reports. The Secretary
shall keep the organization's membership role and call such roll
when required. The Secretary shall make the minutes and records
available to members on request. The Secretary shall notify other
officers, committee members, and delegates of their election or
appointment, furnish committees with whatever documents are required
or the performance of their duties, and shall have on hand at each
meeting a list of all existing committees and their members. The
Secretary shall send out to the membership a notice of each meeting,
known as the "call" of the meeting, and shall conduct
the general correspondence of the Corporation. The Secretary shall
have such other powers and perform such other duties as prescribed
by the Board of Directors.
The Treasurer shall cause to be kept and maintained, adequate and
correct account of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities, receipts,
The books of
account shall at all times be open for inspection by any director.
The Treasurer shall deposit all monies and other valuables in the
name and to the credit of the Corporation with such depositories
as designated by the Board of Directors. The Treasurer shall disburse
the funds of the Corporation as may be ordered by the Board of Directors
and shall render to the President and directors, when they request
it, an account of all the Treasurers transactions and of the
financial condition of the Corporation, and shall have such other
powers and perform such other duties as prescribed by the Board
XI: RECORDS AND REPORTS
AND INSPECTION OF BYLAWS. The Corporation shall keep at its principal
place of business the original or a copy of the Articles and Bylaws
as amended to date, which shall be open to inspection upon five
(5) days prior notice by any member.
BY DIRECTORS. Every director shall have the absolute right at any
reasonable time to inspect all books, records, and documents of
every kind and the physical properties of the Corporation. This
inspection by a director may be made in person or by an agent or
attorney, and the right of inspection includes the right to copy
and make extracts of any document.
DRAFTS, ETC. All checks, drafts or other orders for payment of money,
notes or other evidence of indebtedness issued in the name or payable
to the Corporation, shall be signed or endorsed by such person or
persons and in such a manner as determined by resolution of the
Board of Directors.
ETC, HOW EXECUTED. The Board of Directors, except as the Bylaws
or Articles of Incorporation 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,
and such authority may be general or confined to specific instances;
and unless so authorized by the Board of Directors, 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
to render it liable for any purpose to any amount.
REPORT TO MEMBERS. The board of Directors shall, prior to the Annual
Meeting, provide the members with an Annual Report describing the
activities and accomplishments of the Corporation since the last
The Corporation shall provide an annual audit of its income and
OF DIRECTORS AND OFFICERS. Subject to the provisions of the Corporation
Code of the Stae of California, each director and officer, whether
or not then in office, shall be indemnified by the Corporation against
all liabilities, cots and expenses reasonably incurred by or imposed
upon such director or officer in connection with or arising out
of any action, suit or proceeding in or to which such director or
officer may be involved or made a party by reason of being or having
been a director or officer of the Corporation, such expenses to
include the cost of reasonable settlements (other than amounts paid
to the corporation itself) made to a view with curtailment of costs
of litigation. The Corporation shall not however, indemnify such
director or officer with respect to matters as to which such director
or officer shall be finally adjudged in any such action, suit, or
proceeding to have been derelict in the performance of duty as such
director or officer, nor in respect of any matter on which any settlement
or compromise is effected, if the total expense, including the cost
of such settlement, shall substantially exceed the expense which
might reasonably be incurred by such director or officer in conducting
such litigation to a final conclusion; and in no event shall anything
herein contained be construed as to authorize the Corporation to
indemnify any such director or officer against any liability or
expense by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his/her
office. The foregoing right of indemnification shall not be exclusive
of other rights as to which any director or officer may be entitled
XII: AMENDMENTS TO THE BYLAWS
PROCESS. Amendments to the Bylaws may be proposed by any member.
Proposals to amend the Bylaws must be submitted, in writing, to
the Board of Directors at least sixty (60) days prior to the Annual
Meeting. The Board of Directors shall include the proposed amendment
in the notice of the Annual Meeting. The proposed amendment shall
be voted upon, by ballot, at the Annual Meeting.
MAJORITY. The Bylaws may be amended by a majority of the total number
were adopted February 10, 1992.