Arcata Foundation Board Members & Bylaws
Board of Directors - The Board of Directors consists of no less than four and no more than eight voting members approved by the City Council serving terms of four years. The Finance Director is staff liaison to the Board of Directors.
|Staff Liaison: Janet Luzzi
Director, Finance Department
Bylaws of the Arcata Foundation—Revised 12/31/07
The name of this corporation shall be The Arcata Foundation.
Article II—Principle Office
The principal office of this corporation for transaction of business is located in the City of Arcata, Arcata, California 95521. The Board of Directors has full power and authority to change the principal office of this corporation from one location to another in the City of Arcata, California.
The purposes of the Arcata Foundation are to lessen the burdens of government and to promote and support the educational, human services, cultural, recreational, historical, peace-related, and environmental needs of the City of Arcata.
This corporation shall have no members other than the persons constituting its Board of Directors. The Board of Directors shall, under any stature or rule of law, be the members of this corporation and shall have all the rights and powers members would otherwise have.
Article V—Board of Directors
Section 1. Number of Directors. The Board of Directors shall consist of no less than four (4) nor more than eight (8) voting members.
Section 2. Powers of Directors. Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the Articles of Incorporation and these Bylaws, the business and affairs of this corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.
The Board of Directors may delegate the performance of any duties or the exercise of any powers to such officers or agents as may be designated from time to time by resolution.
Section 3. Selection and Term of Office. Members of the Board of Directors shall be approved by the City Council and serve terms of four (4) years. An employee of The City Manager of the City of Arcata shall act as staff to the Board of Directors, but shall not be a Director. This section is not subject to amendment, change or alteration in any of its clauses or provisions without the consent of the Arcata City Council.
Section 4. Vacancies. A vacancy in any Director position because of removal, death, resignation or expiration of term or otherwise, shall be filled by a three-fifths (3/5) vote of the Arcata City Council.
Section 5. Voting. Each member of the Board of Directors shall have one vote. There shall be no proxy voting permitted for the transaction of any of the business of this corporation.
Section 6. Annual Meeting. There shall be a written presentation to the Arcata City Council at the first Wednesday Council meeting in March.
Section 7. Meetings. Meetings of the Board of Directors for any purpose or purposes shall be called at any time by the chairperson. The chairperson shall be required to call a meeting upon the joint request of any two (2) members of the Board. All meetings of the Board of Directors shall be governed by Robert's Rules of Order, including such revisions thereof as may from time to time be published, except insofar as such rules are inconsistent with these Bylaws, with the Articles of Incorporation, or with applicable law. Section 8, Place of Meetings. Meetings of the Board of Directors shall be held at any place within the State which has been designated by resolution. In the absence of such designation, meetings shall be held at the Arcata City Hall.
Section 9. Notice of Meetings. (a) Written notice of every regular meeting shall be given to each Director at least seven days before each meeting. Notice may be delivered personally, by mail or by e-mail to the last known address of the addressee and, if mailed, is complete upon mailing. Written notice of any meeting shall also be given pursuant to this subsection to any person who requests such notice in writing.
(b) An agenda listing the matters to be considered at each meeting shall be given to each Director, and to any person so requesting at least seven (7) days before the meeting.
(c) Notwithstanding anything in the section to the contrary, the chairperson may call an emergency meeting of the Board without giving the normal notice if such a meeting is necessary to discuss any unforeseen emergency condition. An emergency condition for the purpose of this subsection is any condition that, if not addressed by the Board promptly may result in a detriment to this corporation or to the City of Arcata. Notice of any emergency meeting may be delivered personally, telephoned or mailed, and shall be received at least twenty-four (24) hours before the time of such meeting.
Section 10. Open Meetings. All meetings of the Board shall be open and public, and all persons shall be permitted to attend any meeting of the Board, provided, however, that the Board may hold closed sessions during any meeting to consider those matters that may lawfully be considered in such sessions under Chapter 9, of part 1 or Division 2, of the Government Code, commencing with Section 54950.
Section 11. Quorum. A majority of the total number of voting Directors shall constitute a quorum for the transaction of business at every meeting. Every act or decision done or made by a majority of the Directors present at a meeting at which a quorum is present shall be regarded as the act of the Board of Directors.
Section 12. Removal of Directors. Directors of this corporation may be removed at any time without cause by the vote of three (3) through five (5) Directors, subject to the approval by three-fifths (3/5) vote of the City Council. This section is not subject to amendment, change or alteration of its clauses or provisions without consent of the Arcata City Council.
Section 13. Compensation. The Directors of the corporation shall not receive compensation.
Section 1. Officers. The officers of this corporation shall be a Chairperson, Vice Chairperson, Treasurer, and a Secretary.
Section 2. Election. The Board of Directors shall elect all officers of this corporation for terms of one year, or until their successors are elected and qualified. The annual election shall be held at the 2nd grant cycle meeting (after December 15th). All officers shall be drawn from the Board membership.
Section 3. Chairperson. Subject to the control of the Board of Directors, the chairperson shall preside at all meetings of the Board, and shall have such other powers and duties as may be prescribed from time to time by the Board of Directors. The chairperson shall have a vote on all matters.
Section 4. Vice Chairperson. In the absence or disability of the chairperson, the Vice- Chairperson shall perform all the duties of the Chairperson. The Vice-Chairperson shall have such other powers and perform other duties as may be prescribed from time to time by the Board of Directors.
(Note that the duties of Secretary and Treasurer were separated into two positions)
Section 5. Treasurer. The Treasurer, shall supervise the keeping of the books of the corporation, and shall discharge such other duties as pertain to the office or as prescribed by the Board of Directors. The Treasurer, shall be the chief financial officer of this corporation and, if so required by the Board of Directors, shall give a bond for the faithful discharge of his or her duties in such sum and with such surety as the Board of Directors shall deem appropriate. The Treasurer shall submit an annual report to the City Council for the annual meeting the first Wednesday in March. In case of the absence or disability of the Treasurer, or his refusal or neglect to act, such notices may be provided by the chairperson, or by the Vice-Chairperson, or by the Board of Directors.
Section 6. Secretary. The Secretary shall assist the chairperson in the preparation of the agendas for the meetings, shall keep a full and complete record of the proceedings of all meetings of the Board of Directors, shall keep the seal of this corporation and affix the same to such papers and instruments as may be required in the regular course of business, And shall provide such notices as may be necessary and proper. The secretary shall submit an annual report to the City Council for the annual meeting the first Wednesday in March.
Article VII—Defense and Indemnification
This corporation shall defend any Director who is part or is threatened to be made a party of any proceeding other than an action by or in the right of the corporation, by reason of the fact that such Director is or was an agent of this corporation, and will indemnify any such Director against expenses, judgments, fines, settlements and any other amounts actually and reasonable incurred in connection with such proceeding if such Director acted in good faith and in a manner such Director reasonably believed to be in the best interest of this corporation and, in the case of criminal proceeding, if such Director had not reasonable cause to believe the conduct was unlawful.
Article VIII—Conflict of Interest
No member of the Board of Directors shall be financially interested in any contract or other transaction entered into by the Board of Directors, and any contract or transaction entered into in violation of this is void. No Director may utilize information obtained by reason of Board membership for personal gain, and the Board of Directors may recover any such gain realized.
Article IX—Amendment of Bylaws
These Bylaws may be amended at any regular meeting of the Board of Directors by a majority vote of the total voting membership of the Board, providing that the amendment has been submitted in writing at the previous regular meeting.