Restated Bylaws of SMARTRIVERSIDE
ARTICLE I | NAME AND LOCATION
Section 1, Name
The name of this organization shall be "SMARTRIVERSIDE"
Section 2, Location
The principal office shall be instituted at the address designated by the Board of Directors. A change in the location of the principal office may be authorized by a majority vote of the members of said Board.
ARTICLE II | MEMBERSHIP
SMARTRIVERSIDE has no members as that term is defined by Section 5056 of the California Corporations Code ("CCC"), and shall be governed solely by its Board in accordance with these Bylaws. Pursuant to Section 5310(b) of the CCC, any action which would otherwise require approval by a majority of all members shall only require the approval of the Board. SMARTRIVERSIDE may refer to persons or entities associated with it as "members" even though those persons or entities are not voting members, but no such reference shall constitute anyone as a member within the meaning of Section 5056 of the CCC.
ARTICLE III | PURPOSE AND LIMITATIONS
Section 1, Purpose
With the goal of creating a smart community, SMARTRIVERSIDE seeks to provide residents, businesses, government, and educational, cultural and social organizations with low cost access to the Internet to both bridge the digital divide through a more sophisticated community and attract high technology companies though a connected and educated work force. The project would enable people to conduct business, research, and other information gathering activities at their convenience and result in a more technically knowledgeable and competitive workforce.
In addition, SMARTRIVERSIDE seeks to enhance the city's technology community by providing new and innovative programs to assist in the attraction and retention of technology companies and entrepreneurs.
Section 2, Limitations
SMARTRIVERSIDE shall be nonpartisan, nonsectarian, and shall take no part in, nor lend its influence or facilities, either directly or indirectly, to the nomination, election, or appointment of any candidate to a public office and shall not discriminate in its association with individuals or businesses because of race, creed, color, sex, national origin, or sexual orientation.
ARTICLE IV | BOARD OF DIRECTORS
Section 1, Powers
Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the articles of incorporation or bylaws regarding actions that require approval of the Board, the corporation's activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board.
Section 2, Number and Term of Office
The Board of Directors shall be composed of not less than 9 and not more than 25, with the exact number of authorized directors to be fixed from time to time by resolution of the Board of Directors. The term for each Director will last for one (1) year.
Section 3, Eligibility
Any individual who has demonstrated an active interest in fulfilling the SMARTRIVERSIDE mission/purpose shall be eligible for nomination. Nomination and Election
Election of the Board of Directors shall be held as required to satisfy the number of directors in Section 2. Nominations shall be submitted to the Directors, and shall include the names of those nominated and their qualifications for service.
Section 5, Meetings
1. Frequency and Location of Meetings - The Board of Directors shall meet at a time and at such a place as it may determine, but shall meet at least four times per year.
2. Annual Meeting - An Annual Meeting shall be held at a date to be specified at such place as may be determined from time to time by the Board. The Annual Meeting shall be held for purposes of electing Directors and officers and for any other proper purposes.
3. Special Meetings - A special meeting of the Board of Directors may be called at any time by the Chairperson of the Board or by three (3) directors providing notice personally or by telephone, including a voice-messaging system, to each director as to the time, place, and purpose of the meeting not less than forty-eight (48) hours preceding said meeting. If notice is given by first-class mail, it must not be sent less than four (4) days preceding said meeting.
4. Quorum - At all meetings of the Board of Directors, a quorum shall consist of at least 51 percent of the filled director positions at the time of the meeting. A meeting at which a quorum is initially present may continue to transact business not withstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting. A director may call in remotely and qualify as part of the quorum. Every act or decision done or made by a majority of the voting directors participating at a meeting duly held at which a quorum is present is the act of the Board of Directors, subject to any more stringent provisions of the California Nonprofit Corporation Law.
5. Action without a Meeting -Any action required or permitted to be taken by the Board maybe taken without a meeting if all members of the Board shall individually or collectively consent to such action. Such written consents shall be filed with the minutes of the proceedings of the Board. Such written consents shall have the same force and effect as the unanimous vote of such directors.
6. Remote Meetings - Directors may participate in a meeting through the use of conference telephones or similar communications equipment, including voting by e-mail, so long as all directors participating in such meeting can hear one another. Participation in a meeting pursuant to this Section constitutes presence in person at such meeting.
7. Order - All questions of parliamentary procedure shall be determined according to Roberts Rules of Order, Revised.
8. Absences - Absence of any director for three consecutive regular meetings without declaring a valid excuse as approved by the Board of Directors shall constitute a resignation of said director from the Board, which shall be filled, in accordance with Article IV, Section 7 of these bylaws.
Section 6, Annual Reports to Directors
Within 120 days after the end of this corporation's fiscal year, the Treasurer shall furnish a written report to all directors of this corporation containing the following information:
1. the assets and liabilities, including the trust funds of this corporation, as of the end of the fiscal year;
2. the principal changes in assets and liabilities, including trust funds, during the fiscal year;
3. the reserve or receipts of this corporation, both unrestricted and restricted for particular purposes, for the fiscal year;
4. the expenses or disbursements of this corporation, for both general and restricted purposes, for the fiscal year; and
5. any transaction during the previous fiscal year involving $50,0000.00 or more between SMARTRIVERSIDE and any of its directors or officers (or the directors of officers of its parent or subsidiary, if any) or any holder of more than ten percent of the voting power of this corporation or its partner or subsidiaries, if any and the amount and circumstances of any indemnifications or advances aggregating more than $10,000.00 paid during the fiscal year to any director or officer of this corporation. For each transaction, the report must disclose the names of the interested persons involved in such transaction, stating such person's relationship to this corporation, the nature of such person's interest in the transaction and, where practicable, the value of such interest.
The forgoing report shall be accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of this corporation that such statements were prepared without at audit from the books and records of this corporation.
Section 7, Vacancies
Vacancies on the Board of Directors shall be filled by appointment of the Chairperson subject to confirmation by a majority of the remaining members of the Board of Directors. Such appointment shall be for the remainder of the unexpired term.
Section 8, Removal
Any Director may be removed by compliance with the provisions of Sections 5222 and 5223 of the CCC.
Section 9, Resignation
A Director may resign by giving written notice to the Chairperson or the Secretary. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective.
Section 10, Standard of Care
1. General - A Director shall perform the duties of a director, including duties as a member of any Board Committee on which the director may serve, in good faith, in a manner such director believes to be in the best interest of this corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances.
1. In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:
2. one or more officers or employees of this corporation whom the director believes to be reliable and competent as to the matters presented; counsel, independent accountants, or other persons as to matters which the director believes to be within such person's professional or expert competence; or
3. a Board Committee upon which the director does not serve, as to matters within its designated authority, provided that the director believes such Committee merits confidence;
as long as in any such case, the director acts in good faith after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.
Except as provided in Article V below, a person who performs the duties of a director in accordance with this Section shall have no liability based upon any failure or alleged failure to discharge that person's obligations as a director, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat a public or charitable purpose to which a corporation, or assets held by it, are dedicated
2. Investments - Except with respect to assets held for use or used directly in carrying out this corporation's charitable activities, in investing, reinvesting, purchasing, or acquiring, exchanging, selling, and managing this corporation's investment, the Board shall avoid speculation, looking instead to the permanent disposition of the funds, considering the probably income as well as the probably safety of this corporation's capital. No investment violates this section where it conforms to provisions authorizing such investment contained in an instrument or agreement pursuant to which the assets were contributed to this corporation.
Section 11, Inspection
Every director shall have the absolute right at and reasonable time to inspect and copy all books, records, and documents, and, if m, to inspect the physical properties of this corporation.
Section 12, Liability of Directors
The Directors shall not be personally liable for its debts, liabilities, or other obligations.
Section 13, Compensation
No Director shall receive any compensation from SMARTRIVERSIDE. However, they shall be entitled to receive such just and reasonable reimbursement of expenses as may be determined by the Board.
Section 14, Restriction on Interested Directors
1. Not more than forty-nine percent (49%) of the persons serving on the Board at any time may be Interested Persons. For purposes of this Section 14 of this Article IV of these Bylaws, an "Interested Person" is defined as (a) any person currently being compensated by SMARTRIVERSIDE for services rendered to SMARTRIVERSIDE within the previous twelve (12) months, as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director for his or her service as a Director; or (b) any brother, sister, son, daughter, stepson, stepdaughter, 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.
2. Any violation of the provisions of this Section 14 of this Article IV of these Bylaws shall not affect the validity or enforceability of any transaction entered into by SMARTRIVERSIDE during a time when more than forty-nine percent (49%) of the persons serving on the Board were Interested Persons. However, in the event of such violation, the Board shall act promptly to remove one or more Interested Persons as Directors or otherwise correct any such violation.
ARTICLE V | COMMITTEES
Section 1, Board Committees
The Board of Directors may, by resolution adopted by a majority of the directors then in office, create any number of Board Committees, each consisting of two or more directors, to serve at the pleasure of the Board. Appointments to any Board Committee shall be made by any method determined by a majority vote of the directors then in office. Board Committees may be given all the authority of the Board, except for the powers to:
1. set the number of directors within a range specified in these Bylaws;
2. elect directors or remove directors without cause;
3. fill vacancies on the Board of Directors or on any Board Committees;
4. fix compensation of directors for serving on the Board or any Board Committee;
5. amend or repeal these Bylaws or adopt new Bylaws;
6. adopt amendments to the Articles of Incorporation of this corporation;
7. amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable;
8. create any other Board Committees or appoint the members of any Board Committees; or
9. approve any merger, reorganization, voluntary dissolution, or disposition of substantially all of the assets of this corporation.
Where it is not reasonably practicable to obtain approval of the Board before entering into a self-dealing transaction, a Board Committee may approve such transaction in a manner consistent with the requirements of Section 3 of Article VIII of these Bylaws; provided that, at its next meeting, the full Board determines in good faith that the Board Committee's approval of the transaction was consistent with the requirements of Section 3 of Article VIII and that it was not reasonably practical to obtain advance approval by the fall Board, and ratifies the transaction by a majority of the directors then in office without the vote of any interested directors.
Section 2, Advisory Committees
The Board of Directors may establish one or more Advisory Committees to the Board. The members of any Advisory Committee may consist of directors or non-directors and may be appointed as the Board determines.
Section 3, Meetings
1. Meetings on actions of Board Committees shall be governed by and held and taken in accordance with the provisions of Article IV of these Bylaws concerning meetings and actions of the Board of Directors, with such changes in the content of those Bylaws as are necessary to substitute the Board Committee and its members for the Board of Directors and its members. Minutes shall be kept of each meeting of any Board Committee and shall be filed with the corporate records.
2. Advisory Committees shall determine their own meeting rules and whether minutes shall be kept.
The Board of Directors may adopt rules for the governance of any Board or Advisory Committee not inconsistent with the provisions of these Bylaws.
ARTICLE VI | OFFICERS
Section 1, Officers
The Officers of this corporation shall be a Chairperson, Vice Chairperson, Secretary, Treasurer (who shall have a financial background as a qualification) and the Executive Director. The corporation may also have, at the discretion of the directors, such other officers as may be appointed by the Board of Directors. Any number of officers as may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as the Chairperson of the Board. The term for each officer shall last for one (1) year.
Section 2, Election
Within ten (10) days after the annual election, the Directors shall meet with the outgoing Chairperson presiding and elect the Officers of this corporation as described hereunder this Article, Section 1, and each shall be elected from the current Board of Directors and shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.
Section 3, Removal
Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, with or without cause, by the Board of Directors.
Section 4, Resignation
Any officers may resign at any time by giving written notice to the Secretary or Chairperson of this Corporation. Any resignation shall take effect on receipt of that notice by such officer or at any later time specified by that notice and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of this corporation under any contract to which the officer is a party.
Section 5, Vacancies
A vacancy in any office for any reason shall be filled in the same manner as these Bylaws provide for election to that office.
Section 6, Duties
The duties of the officers shall be such as their titles indicate, together with such other duties as may be assigned to them by the Board of Directors.
1. Chairperson - The Chairperson shall be the Chief Executive Officer and shall preside at all meetings of the Board of Directors. The Chairperson shall, subject to any direction given by the Board of Directors, have general supervision, direction and control of the business and affairs of the Corporation, and in general shall perform all duties relevant to the office of the Chairperson and such other duties as may be prescribed by the Board. The Chairperson is authorized to sign all contracts, notes, conveyances and other papers, documents and instruments in writing in the name of the Corporation.
2. Vice Chairperson - The Vice Chairperson shall, in the absence of the Chairperson, carry out the duties of the Chairperson and shall have such other powers and duties as may be prescribed by the Board or these Bylaws.
3. Secretary - The Secretary shall supervise the keeping of a full and complete record of the proceedings of the Board of Directors and its committees, shall supervise the giving of such notices as may be proper or necessary, shall supervise the keeping of the minute books of this corporation, and shall have such other powers and duties as may be prescribed by the Board or these Bylaws.
4. Treasurer - The Treasurer shall be the Chief Financial Officer and shall supervise the charge and custody of all funds of this corporation, the deposit of such funds in the manner prescribed by the Board of Directors, and the keeping and maintaining of adequate and correct accounts of this corporation's properties and business transactions, shall render reports and accountings as required, and shall have such other powers and duties as my be prescribed by the Board or these Bylaws. In the absence of Executive Director, Treasurer shall assume duties of Executive Director, unless such duties are prohibited under these Bylaws.
The Board of Directors shall at its discretion appoint an Executive Director. If employed, the Executive Director shall serve as ex-officio secretary to the Board, serve as the corporate secretary, and be charged with the general management and supervision of the business and financial affairs, and office of SMARTRIVERSIDE. The Executive Director shall also be responsible for hiring, discharging, and supervising any and all employees, but the Board of Directors shall determine all compensation for said employees and approve the establishment of any staff positions not previously approved by the Board.
The Executive Director shall prepare an annual budget for adoption by the Board of Directors, be responsible for the general direction of the budget, and is authorized to commit SMARTRIVERSIDE to indebtedness for expenses related directly to the budget for a period not to exceed ninety (90) days. Should such indebtedness require an extension beyond said ninety (90) days said extension shall be submitted to the Board of Directors for approval.
ARTICLE VII | WORKING GROUPS
Section 1, Number
The Board of Directors shall establish Working Groups that it deems necessary to carry out the Purpose of SMARTRIVERSIDE.
Section 2, Duties
The duties and scope of all Working Groups shall be as their name implies or as determined by the Board of Directors.
Section 3, Membership
1. The Chairperson shall appoint all Working Group Chairmen subject to confirmation by the Board of Directors.
2. Any individual who has demonstrated an active interest in fulfilling the Working Group mission/purpose shall be eligible for consideration by the Working Group Chairperson, who shall submit for approval to the Board of Directors.
Section 4, Expenditures
No Working Group participant shall commit SMARTRIVERSIDE to any expenditure, unless authorized by a motion of the Board of Directors.
Section 5, Meetings
Working Groups shall meet at a time and at such a place as it may determine, but shall meet at least four times per year.
Section 6, Recommendations
1. Minutes should be kept of all Working Group meetings and all recommendations shall be submitted in writing to the Board of Directors through the Chairperson and shall state the intent of the Working Group's action.
2. The Board of Directors by majority vote may grant the authority to any Working Group to take specific action(s) within guidelines as established by the Board of Directors.
ARTICLE VIII | PROHIBITED TRANSACTIONS
Section 1, Loans
Without the approval of the Attorney General of California, this corporation shall not make any loan of money or property to, or guarantee the obligation of, any director or officer; provided, however, that this corporation may advance money to a director or officer of this corporation or any subsidiary for expenses reasonably anticipated to be incurred in performance of the duties of such director or officer so long as such individual would be entitled to be reimbursed for such expenses absent that advance.
Section 2, Self-Dealing Transactions.
Except as provided in Section 3 below, the Board of Directors shall not approve, or permit the corporation to engage in any self-dealing transaction. A self-dealing transaction is a transaction to which this corporation is a party and in which one or more of its directors has a material financial interest, unless the transaction comes within California Corporations Code Section 5233(b).
Section 3, Approval
This corporation may engage in a self-dealing transaction if the transaction is approved by a court or by the Attorney General. This corporation may also engage in a self dealing transaction if the Board determines, before the transaction, that (a) this corporation is entering into the transaction for its own benefit; (b) the transaction is fair and reasonable to this corporation at the time; and (c) after reasonable investigation, the Board determines that it could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. Such determinations must be made by the Board in good faith, with knowledge of the material facts concerning the transaction and the director's interest in the transaction, and by a vote of a majority of the directors then in office, without counting the vote of the interested director or directors.
ARTICLE IX | INDEMNIFICATION
Section 1, Right of Indemnity
To the fullest extent permitted by law, SMARTRIVERSIDE shall indemnify its directors, officers, employees, and other persons described in Section 5238(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any "proceeding," as that term is used in that Section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section. "Expenses," as used in this bylaw, shall have the same meaning as in Section 5238(a) of the California Corporations Code.
Section 2, Approval of Indemnity
On written request to the Board of Directors by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations Code, the board shall promptly determine under Section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the board shall authorize indemnification.
Section 3, Advancement of Expenses.
To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Article IX, Sections 1 and 2 of these bylaws in defending any proceeding covered by those Sections shall be advanced by SMARTRIVERSIDE before final disposition of the proceeding, on receipt by SMARTRIVERSIDE of an undertaking, in an amount and with sureties approved by the Board, by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the corporation for those expenses.
Section 4, Insurance
SMARTRIVERSIDE shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer's, director's, employee's, or agent's status as such.
ARTICLE X | FINANCE
Section 1, Fiscal Year
The Fiscal year for SMARTRIVERSIDE shall be from July 1 to June 30.
Section 2, Authority
The Board of Directors shall be the final authority on all financial matters.
Section 3, Funds
All monies paid to SMARTRIVERSIDE shall be placed in a general fund except monies paid for specific purposes which shall be placed in a separate fund as designated by the Board of Directors for said purpose.
1. All funds of SMARTRIVERSIDE shall be deposited in financial institutions. All disbursements shall be made by check signed by any of the following officers of the corporation, acting together:
1. Executive Director
2. The Executive Director, or when none exists the Treasurer, shall review and initial all checks prior to signing, and at each meeting of the Board of Directors shall submit a list of all disbursements of funds for all purposes made since the previous meeting of said Board.
Section 4, Bonds
Bonds shall be furnished for all officers and employees handling or having custody of SMARTRIVERSIDE funds for such amount determined by the Board of Directors. Said bonds shall be at the expense of SMARTRIVERSIDE.
Section 5, Dissolution
SMARTRIVERSIDE shall use its funds to accomplish the objects and purposes specified in these bylaws, and no part of these funds shall inure, or be distributed to members of SMARTRIVERSIDE. Upon dissolution of SMARTRIVERSIDE, any funds remaining shall be distributed to one or more regularly organized qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.
ARTICLE XI | AMENDMENTS
Section 1, Proposed Amendments
Amendments to these bylaws may be proposed by a Director or active Working Group participant acting on behalf of the Working Group, and shall be presented to the Board of Directors in writing at any regular scheduled meeting.
Section 2, Adoption of Amendments
1. The Executive Director or when none exists, the Chairperson will mail to all members of the Board of Directors the proposed amendments with notification at least ten (10) days prior to the date that said amendment shall be voted on.
2. Adoption of proposed Amendments to these bylaws shall be official following an affirmative vote by majority of the Board of Directors currently elected at time of meeting called for said purpose.
ARTICLE XII | GOVERNING LAW
In all matters not specified in these Bylaws, or in the event these Bylaws shall not comply with applicable law, the California Nonprofit Public Benefit Corporation Law as then in effect shall apply.
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