(A California Nonprofit Public Benefit Corporation without
Members)
As adopted June 5, 2006
ARTICLE
I
Offices; Agent; Corporate Seal
Section 1.1. Principal Office. The
principal office of the corporation shall be located at 2130 Fulton Street in
the City and County of San Francisco, California. The Board of Trustees may
change the location of the principal office of the corporation; any such change
of location must be noted by the Secretary of the Corporation on these bylaws
opposite this section. Additional offices of the corporation shall be located
at such place or places, within or outside the State of California, as the Board
of Trustees may from time to time authorize.
Section 1.2.Registered Agent. The corporation shall have and continuously
maintain in the State of California a registered office and a registered agent
whose office is identical with such registered office. The registered office
may be, but need not be identical with the principal office in the State of
California, and the Board of Trustees may change the address of the registered
office from time to time.
Section 1.3. Corporate
Seal. The corporate seal shall have inscribed thereon the name of the
corporation and the state and date of its incorporation. Such seal may be
engraved, lithographed, printed, stamped, impressed upon or affixed to any
contract, conveyance or other instrument executed by the
corporation.
ARTICLE II
Construction and Definitions
Section 2.1. Construction and Definitions.
Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the Nonprofit Corporation Law of the State of
California (the “Nonprofit Corporation Law”) shall govern the construction of
these bylaws. Without limiting the generality of the preceding sentence, the
masculine gender includes the feminine and neuter, the singular includes the
plural, the plural includes the singular, and the term “person” includes both a
legal entity and a natural person. Without limiting the foregoing, “shall” is
mandatory and “may” is permissive.
ARTICLE III
Members
Section 3.1. Members. This corporation
shall have no members.
Section 3.2. Approval of
Board of Trustees. Pursuant to Section5310(b) of the Nonprofit Public
Benefit Corporation Law of the State of California (the “Nonprofit Public
Benefit Corporation Law”), any action which would otherwise, under law or the
provisions of the articles of incorporation or bylaws of this corporation,
require approval of the majority of all members or approval by the members,
shall only require the approval of the Board of Trustees.
ARTICLE IV
Board of Trustees
Section 4.1. Powers. Subject to the provisions and
limitations of the Nonprofit Public Benefit Corporation Law and any other
applicable laws, the activities and affairs of the corporation shall be managed,
and all corporate powers shall be exercised, by or under the direction of the
Board of Trustees. The Board of Trustees may delegate the management of the
activities of the corporation to any person or persons, or to any committee,
however composed, provided that the activities and affairs of the corporation
shall be managed and all corporate powers shall be exercised under the ultimate
direction of the Board of Trustees.
Section 4.2. Number of
Trustees. The authorized number of Trustees of the corporation shall be
forty-five (45) until changed by a duly adopted amendment of these bylaws. No
reduction of the authorized number of Trustees shall remove any Trustee prior to
the expiration of such Trustee’s term of office.
Section 4.3.
Election of Trustees; Terms; Qualifications.
(a) Except as otherwise provided in subsection (b) of this Section 4.3, all
Trustees of the corporation shall be elected by the Board of Trustees. The term
of office shall be three (3) years and shall begin at the conclusion of the
meeting at which the election occurs, unless a later time is stated in the
resolution of election. No Trustee shall serve more than three successive
terms; after an interval of at least one year, such Trustee may be
reelected.
(b) The President of the Corporation and the Rector of the
Jesuit Community at the University of San Francisco shall each be an ex
officio member of the Board of Trustees, but shall be ineligible to serve as
Chair or Vice Chair of the Board of Trustees. Notwithstanding anything to the
contrary in Section 4.3(a), the President of the Corporation and the Rector of
the Jesuit Community at the University of San Francisco may each serve as
Trustees for the duration of their respective terms of office as President or as
Rector of the Jesuit Community at the University of San Francisco, as such terms
may be extended from time to time.
(c) In electing Trustees, the Board of
Trustees shall assure that at least thirteen (13) Trustees (or all Trustees if
the corporation has less than thirteen (13) Trustees), including Rector of the
Jesuit Community at the University of San Francisco, are members of the Society
of Jesus; provided, however, that no action taken by the Board of Trustees shall
be invalidated because, through resignation or otherwise, less than thirteen
(13) Trustees are members of the Society of Jesus.
(d) No person shall be
eligible to serve as a Trustee who has not attained the age of majority as
established by the laws of the State of California.
Section 4.4. Emerita/Emeritus and Honorary
Trusteeship.
(a) Emerita/Emeritus Trusteeship
At the discretion of
the Board of Trustees and by the affirmative vote of a two-thirds of the
Trustees present at any meeting at which a quorum is present, a Trustee who has
retired from the active service of the Board may be elected as a Trustee
Emerita/Emeritus. Emerita/Emeritus Trusteeship shall be reserved for those
Trustees with records of faithful and distinguished service to the Board of
Trustees and to the University of San Francisco.
(b) Honorary
Trusteeship
At the discretion of the Board of Trustees and by an
affirmative vote of two-thirds of the Trustees present at any meeting at which a
quorum is present, the Board may elect any individual as an Honorary Trustee,
who has contributed outstanding service to the corporation.
(c)
Rights of the Emerita/Emeritus and Honorary Trustees
(1) Emerita/Emeritus or Honorary Trustees shall be entitled to attend all
meetings of the Board of Trustees, Commencement Exercises and to offer advice
and counsel, but shall not have the right to vote or hold office. They shall be
entitled to appointment by the Board of Trustees to membership, on standing
committees (except the Executive Committee and the Committee on Trustees) and
special committees of the Board.
(2) Emerita/Emeritus or Honorary
Trustees shall serve for indefinite terms. An Emerita/Emeritus Trustee or an
Honorary Trustee may be removed by the vote of two-thirds of the Trustees then
in office.
(3) Emerita/Emeritus or Honorary Trustees shall not be counted
in determining a quorum for a Board of Trustees meeting, or for any other
purpose.
Section 4.5. Resignations. Any
Trustee may resign effective upon giving written notice to the Chair of the
Board, the President, the Secretary or the Board of Trustees, unless the notice
specifies a later time for the effectiveness of such resignation. If the
resignation specifies effectiveness at a future time, a successor may be elected
pursuant to Section 4.3 of these bylaws to take office on the date the
resignation becomes effective. Unless otherwise specified in the notice, the
resignation need not be accepted to be effective. Any resignation shall be
without prejudice to any rights of the corporation under any contract to which
the Trustee is a party. Notwithstanding the foregoing, except upon notice to the
Attorney General of the State of California, no Trustee may resign if such
resignation would leave the corporation without a duly elected Trustee or
Trustees in charge of its affairs.
Section 4.6.Removal.
(a) The Board of Trustees may declare vacant the office of a Trustee who has
been declared of unsound mind by a final order of court, or has been convicted
of a felony, or who has been found by a final order or judgment of any court to
have breached any duty under Chapter 2, Article 3 of the Nonprofit Public
Benefit Corporation Law.
(b) Any Trustee may be removed by the vote of
two-thirds of the other Trustees then in office if, in their judgment, such
Trustee has been rendered incapable of discharging the duties of office or has
neglected or refused to perform such duties.
(c) Except as otherwise
provided in this Section 4.6 or Section 4.4(c)(2), no Trustee may be removed
from office prior to the expiration of such Trustee’s term.
Section 4.7. Vacancies. A vacancy or vacancies on
the Board of Trustees shall be deemed to exist in case of the death, resignation
or removal of any Trustee, or upon any increase in the authorized number of
Trustees or if, for whatever reason, there are fewer Trustees on the Board of
Trustees than the full number authorized. Any such vacancy may be filled by
two-thirds vote of the remaining Trustees, though less than a quorum, or by a
sole remaining Trustee.
Section 4.8. Regular
Meetings. Regular meetings of the Board of Trustees shall be held at
such times, places and dates fixed by the Board of Trustees; provided, however,
that at least four (4) regular meetings shall be held each
year.
Section 4.9. Special Meetings. Special
meetings of the Board of Trustees for any purpose may be called by the Chair of
the Board or any eight (8) Trustees.
Section 4.10. Notice
of Meeting: Waiver of Notice.
(a) Notice of the date, time and place of all meetings of the Board of
Trustees, including regular meetings held pursuant to Section 4.7 hereinabove,
shall be delivered personally, orally or in writing, or by telephone or
telegraph, including a voice messaging system or other system or technology
designed to record and communicate messages, facsimile, electronic mail or other
electronic means, to each Trustee at least forty-eight (48) hours before the
meeting, or sent in writing to each Trustee by first-class mail, charges
prepaid, at least four (4) days before the meeting. Such notice may be given by
the Secretary of the Corporation or by the person or persons who called the
meeting. Such notice need not specify the purpose of the meeting.
(b)
Notice of any meeting of the Board of Trustees need not be given to any Trustee
who signs a waiver of notice of such meeting or a consent to holding the meeting
or an approval of the minutes thereof, either before or after the meeting, or
who attends the meeting without protesting the lack of notice prior thereto or
at its commencement. All such waivers, consents and approvals shall be filed
with the corporate records and made a part of the minutes of the
meeting.
Section 4.11. Place of Meeting. Meetings of the Board of Trustees shall be held at any place, that has been
designated in the notice of the meeting or, by resolution of the Board of
Trustees or if not so designated, at the principal office of the
corporation.
Section 4.12. Meetings by Telephone or
Other Telecommunications Equipment. A meeting of the Board of
Trustees may be held by conference telephone, electronic video screen
communication, or other communications equipment, if the Board of Trustees, with
the approval of the Chair of the Board, or the Trustees calling a special
meeting, as applicable, designates the use of such communications equipment in
the applicable notice of meeting. Designation of the use of such communications
equipment shall be limited to extraordinary circumstances as may be defined by
the Chair of the Board. Participation in a meeting under this Section shall
constitute presence in person at the meeting if all of the following apply:
(a) Each Trustee participating in the meeting can communicate concurrently
with all other Trustees.
(b) Each Trustee is provided the means of
participating in all matters before the Board of Trustees, including the
capacity to propose, or to interpose an objection to, a specific action to be
taken by the corporation.
(c) The Board of Trustees has adopted and
implemented a means of verifying both of the following:
(1) A person participating in the meeting is a Trustee or other person
entitled to participate in the meeting of the Board of Trustees.
(2) All
actions of or votes by the Board of Trustees are taken or cast only by the
Trustees and not by persons who are not
Trustees.
Section 4.13. Action by Written Consent Without a
Meeting. Any action required or permitted to be taken by the Board of
Trustees may be taken without a meeting if all Trustees individually or
collectively consent in writing or by e-mail to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the
Board of Trustees. For purposes of this Section4.13 only, “all Trustees” shall
not include an “interested director” as defined in Section5233 of the Nonprofit
Corporation Law.
Section 4.14. Quorum and Transaction of
Business.
(a) A majority of the number of Trustees in office (but in no event less than
one-fifth (1/5) of the authorized number of Trustees) shall constitute a quorum
for the transaction of business. Every act or decision done or made by
two-thirds of the Trustees present at a meeting duly held at which a quorum is
present shall be the act of the Board of Trustees, unless the law, the articles
of incorporation of the corporation or these bylaws specifically require a
greater number. A meeting at which a quorum is initially present may continue
to transact business, notwithstanding withdrawal of Trustees, if any action
taken is approved by at least two-thirds of the number of Trustees constituting
a quorum for such meeting (or such greater proportion as is required by the law,
the articles of incorporation of this corporation or these bylaws). In the
absence of a quorum at any meeting of the Board of Trustees, a majority of the
Trustees present may adjourn the meeting, as provided in Section 4.15 of these
bylaws.
(b) Approval of any of the following shall require the vote of
two-thirds of the Trustees then in office:
(1) amendment of the Articles of Incorporation or these bylaws;
(2)
election or removal of the President of the Corporation;
(3) appointment
or removal of members of the Executive Committee besides the Chair of the Board
of Trustees and the President of the Corporation; and
(4) creation of a
committee or appointment of Trustees to or removal of Trustees from a committee
pursuant to Section 4.19.
Section 4.15. Adjournment. Two-thirds of the
Trustees 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 unless the original meeting is adjourned for more than
24 hours. If the original meeting is adjourned for more than 24 hours, notice
of any adjournment to another time and place shall be given, before the time of
the adjourned meeting, to the Trustees who were not present at the time of the
adjournment.
Section 4.16. Organization. The Chair
of the Board, if present, shall preside at every meeting of the Board of
Trustees. If there is no Chair of the Board, or if the Chair is not present,
the Vice Chair shall act as chair. The Secretary of the Corporation or, in the
absence of the secretary, any person appointed by the Chair of the Board shall
act as secretary of any meeting.
Section 4.17.Compensation. Trustees and members of committees may receive
reimbursement for reasonable expenses, as may be fixed or determined by the
Board of Trustees by resolution as just and reasonable to the corporation at the
time that the resolution is adopted and in accordance with the University Travel
and Entertainment Policy, as amended from time to time (the “University
Policy”). Trustees shall not receive compensation for their services as a
Trustee.
Section 4.18. Executive Committee. The
corporation shall have an Executive Committee consisting of eight (8) Trustees.
The Chair and Vice Chair of the Board of Trustees and the President of the
Corporation shall each be an ex officio member of the Executive
Committee. The Chairs of the Core Committees and the Rector of the Jesuit
Community shall each be an ex officio member of the Executive Committee.
The Chair of the Board of Trustees may appoint two Trustees as alternate members
of the Executive Committee to replace any absent member at any meeting of the
Executive Committee. Subject to the control of the Board of Trustees, the
Executive Committee shall have and may exercise all of the authority of the
Board of Trustees, except with respect to:
(a) the approval of any final action for which, if the corporation had
members, approval of the members or approval of a majority of all members would
be required under the Nonprofit Public Benefit Corporation Law.
(b) the
filling of vacancies on the Board of Trustees or any committee which has the
authority of the Board of Trustees;
(c) the fixing of compensation of
Trustees serving on the Board of Trustees or on any committee;
(d) the
amendment or repeal of the articles of incorporation of the corporation or these
bylaws or the adoption of new articles of incorporation or bylaws;
(e)
the amendment or repeal of any resolution of the Board of Trustees that by its
express terms is not so amendable or repealable;
(f) the creation of
other committees of the Board of Trustees or the appointing of the members of
other committees of the Board of Trustees;
(g) the expenditure of
corporate funds to support a nominee for Trustee after there are more people
nominated for Trustee than can be elected; or
(h) the approval of any
contract or transaction to which the corporation is a party and in which one or
more of its Trustees has a material financial interest, except as special
approval is provided for in Section 5233(d)(3) of the Nonprofit Public Benefit
Corporation Law.
Section 4.19. Other Committees.
(a) The Board of Trustees may, by resolution adopted by two-thirds of the
Trustees then in office, provided a quorum is present, create one or more
committees (in addition to the Executive Committee), each consisting of two (2)
or more Trustees, to serve at the pleasure of the Board of Trustees.
Appointments to and removals from such committee shall be by a two-thirds vote
of the Trustees then in office. The Board of Trustees may appoint one or more
Trustees as alternate members to replace any absent member at any meeting of
such committee. Any such committee shall have the authority to act in the
manner and to the extent provided in the resolution of the Board of Trustees,
and may have all the authority of the Board of Trustees in the management of the
activities and affairs of the corporation, except with respect to any matter
listed in subsections (a) through (h) of Section 4.18 hereinabove.
(b)
The foregoing provisions of this Section 4.19 shall not apply to any committee
that is not authorized to exercise the authority of the Board of
Trustees.
Section 4.20. Committee Meetings;
Minutes.
(a) Meetings and actions of committees of the Board of Trustees shall be
governed by, held, and taken under the provisions of these bylaws concerning
meetings and other board actions, except that the time for general meetings of
such committees and the calling of special meetings of such committees may be
set either by resolution of the Board of Trustees, or, if none, by resolution of
the committee. Minutes of each meeting shall be kept and shall be filed with
the corporate records. The Board of Trustees may adopt rules for the governance
of any committee as long as the rules are consistent with these bylaws. If the
Board of Trustees has not adopted rules, the committee may do so. Any committee
may from time to time provide by resolution for regular meetings at specified
times and places. If the date of such a meeting falls on a legal holiday, then
the meeting shall be held at the same time on the next succeeding full business
day. Such regular meetings need not be held if the committee shall so determine
at any time before or after the time when such meeting would otherwise have
taken place. Committee meetings may be called at any time in the same manner
and by the same persons as stated in Sections 4.9 and 4.10 of these bylaws for
meetings of the Board of Trustees. The provisions of Sections 4.11, 4.12,
4.13,4.14 and 4.15 of these bylaws shall apply to committees, committee members
and committee meetings as if the words “committee” and “committee member” were
substituted for the words “Board of Trustees” and “Trustee,” respectively,
throughout such sections.
(b) Any notices given to members of the
Executive Committee in connection with meetings of the Executive Committee
shall, when practicable, also be given to all other Trustees. The minutes of
each meeting of the Executive Committee shall be distributed to all Trustees
after the meeting, and the proceedings and actions of the Executive Committee
shall be reported at each meeting of the Board of Trustees.
Section 4.21. Interested Persons. At
no time shall more than forty-nine percent (49%) of the Trustees of the
corporation be either:
(a) persons currently being compensated by the corporation for services
rendered to it within the previous twelve (12) months, whether as a full-time or
part-time employee, independent contractor or otherwise, excluding any
reasonable compensation paid to a Trustee as a Trustee; or
(b) any
brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law,
son-in-law, daughter-in-law, mother-in-law, or father-in-law of any person
described in subsection (a) above. However, any violation of this Section shall
not affect the validity or enforceability of transactions entered into by the
corporation.
ARTICLE V
Officers
Section 5.1. Officers. The officers
of this corporation shall be a Chair of the Board, a Vice-Chair, a President, a
Secretary, a Chief Financial Officer and such other officers with such titles
and duties as the Board of Trustees may determine. Any two or more offices may
be held by the same person, except that neither the Secretary nor the Chief
Financial Officer may serve concurrently as the President or Chair of the
Board.
Section 5.2. Election. All officers shall
be elected by the Board of Trustees; provided, however, that the Board of
Trustees may empower the President of the Corporation to appoint such officers,
other than Chair of the Board or Secretary, as the activities of the corporation
may require. Election and removal of the President shall require the vote of
two-thirds of the Trustees then in office. All officers shall serve at the
pleasure of the Board of Trustees, subject to the rights, if any, of an officer
under contract of employment.
Section 5.3. Inability
to Act. In the case of absence or inability to act of any
officer of the corporation or of any person authorized by these bylaws to act in
such officer’s place, the Board of Trustees may from time to time delegate the
powers or duties of such officer to any other officer, or any Trustee or other
person whom it may select, for such period of time as the Board of Trustees
deems necessary.
Section 5.4.
Removal. Any officer may be removed from office at
any time, with or without cause, but subject to the rights, if any, of such
officer under any contract of employment, by the Board of Trustees or by a
committee to whom such power of removal has been duly delegated, or, with regard
to any officer who has been appointed by the President pursuant to Section 5.2
hereinabove, by the President or any other officer upon whom such power of
removal may be conferred by the Board of Trustees. Notwithstanding the
foregoing, removal of the President shall require the vote of two-thirds (2/3)
of the Trustees then in office.
Section 5.5.
Resignations. Any officer may resign at any time
by giving written notice to the corporation. The resignation shall take effect
on the date the notice is received by the Chair of the Board, the President, the
Secretary or the Board of Trustees, or at any later time specified in the
notice. Unless otherwise specified in the notice, the resignation need not be
accepted to be effective. Any resignation shall be without prejudice to any
rights of the corporation under any contract to which the officer is a
party.
Section 5.6. Vacancies. A
vacancy occurring in any office for any reason may be filled by the Board of
Trustees in the manner prescribed by this Article for initial election or
appointment to such office.
Section 5.7. Chair of the
Board. The Chair of the Board shall be elected by the Board of Trustees
for a term of two (2) years or such lesser term as coincides with that person’s
current term as a Trustee, and shall be eligible for reelection. There shall
also be a Vice Chair of the Board who shall be elected by the Board of Trustees
according to the same terms. The Chair of the Board, or in the absence of the
chair, the Vice Chair, shall preside at all meetings of the Board of Trustees
and shall exercise and perform such other powers and duties as may be assigned
from time to time by the Board of Trustees or prescribed by these
bylaws.
Section 5.8. President.
(a) The President shall be the general manager and chief executive officer of
the corporation and shall have general supervision and control over the
activities and affairs of the corporation, subject to the control of the Board
of Trustees. The President may sign and execute, in the name of the
corporation, any instrument authorized by the Board of Trustees, except when the
signing and execution thereof shall have been expressly delegated by the Board
of Trustees or by these bylaws to some other officer or agent of the
corporation. The President shall have the general powers of management usually
vested in the president of a corporation, and shall have such other powers and
duties as may be prescribed from time to time by the Board of Trustees or these
bylaws. The President shall have discretion to prescribe the duties of other
officers and employees of the corporation in a manner not inconsistent with the
provisions of these bylaws and the directions of the Board of
Trustees.
(b) The President of the Corporation is also specifically
responsible for:
(1) articulating and advancing the Jesuit Catholic character of the
university;
(2) animating the university community to embrace a
distinctively Jesuit way of proceeding in advancing its mission;
(3)
maintaining and developing a strong relationship with the Jesuit community at
the University, especially with its rector/superior;
(4) maintaining and
developing a strong relationship with the local Church and the larger Jesuit
order and its works, including the superior general of the order and the local
provincial, and other Jesuit colleges and universities, especially in the United
States.
(c) It is the responsibility of the Board of Trustees and the search
committee to understand the expectations enumerated in 5.8(b) and, through the
search committee, to share them with all candidates early in the search process
for a new president. In the search process for a new president, the Board shall
follow the then current guidelines of the Association of Jesuit Colleges and
Universities and Jesuit Conference regarding the role of the Society of Jesus in
the selection of a university president.
(d) The Board of Trustees shall
evaluate the President of the Corporation two years prior to the Board of
Trustee’s decision regarding contract renewal for the President. The Executive
Committee of the Board, after consultation with the President, shall recommend
the scope and manner of each evaluation, and shall nominate the Chair of the
Evaluation Committee. These recommendations and nominations shall be submitted
to the Board of Trustees for its approval. The Evaluation Committee shall
communicate its findings to the Board of Trustees at the meeting that follows
the completion of the evaluation. The Chair of the Board will conduct an
annual, informal evaluation with the President.
(e) In the temporary
absence or disability of the President, the President may appoint a vice
president or the chancellor of the University of San Francisco as acting
president. In the event of a vacancy in the office of president or the
long-term disability of the president, an acting president shall be appointed by
the Board of Trustees, pursuant to Section 5.3 of these bylaws. Such officer,
when so acting, shall have all the powers of, and be subject to all the
restrictions on, the President.
Section 5.9. Vice Presidents. The
Vice Presidents shall have such powers and perform such duties as may be
prescribed for them from time to time by the President or pursuant to these
bylaws. If the President is absent or disabled, prior to the appointment of an
acting president pursuant to Section 5.8(c), the Vice Presidents, if any, in
order of their rank as fixed by the President or, if not ranked, a Vice
President designated by the President, shall perform all duties of the
President. When so acting, a Vice President shall have all powers of and be
subject to all restrictions on the President. The Vice Presidents shall have
such other powers and perform such other duties as the President, the Board of
Trustees or the bylaws may require.
Section 5.10.
Secretary. The Secretary shall:
(a) keep, or cause to be kept, minutes of all meetings, proceedings and
actions of the Board of Trustees and committees of the Board of Trustees, if
any. Such minutes shall be kept in written form;
(b) keep, or cause to
be kept, at the principal office of the corporation an original or copy of the
articles of incorporation of the corporation and these bylaws, as
amended;
(c) give, or cause to be given, notice of all meetings of the
Trustees and committees of the Board of Trustees, as required by law or by these
bylaws;
(d) keep the seal of the corporation in safe custody;
and
(e) exercise such powers and perform such duties as are usually
vested in the office of secretary of a corporation, and exercise such other
powers and perform such other duties as may be prescribed from time to time by
the Board of Trustees or these bylaws.
If any assistant secretaries are appointed, the assistant secretary, or one
of the assistant secretaries in the order of their rank as fixed by the Board of
Trustees, or, if they are not so ranked, the assistant secretary designated by
the Board of Trustees, in the absence or disability of the Secretary or in the
event of such officer’s refusal to act or if a vacancy exists in the office of
Secretary, shall perform the duties and exercise the powers of the Secretary and
discharge such duties as may be assigned from time to time pursuant to these
bylaws or by the Board of Trustees.
Section 5.11. Chief
Financial Officer. The Chief Financial Officer, who shall have the
title Vice President for Business and Finance, shall:
(a) be responsible for all functions and duties of the treasurer of the
corporation;
(b) keep and maintain, or cause to be kept and maintained,
adequate and correct books and accounts of the corporation’s properties and
transactions;
(c) send or cause to be given to the Board of Trustees such
financial statements and reports as are required to be given by law, by these
bylaws, or by the Board of Trustees;
(d) receive, or be responsible for
the receipt of all monies due and payable to the corporation from any source
whatsoever; have charge and custody of, and be responsible for, all monies and
other valuables of the corporation and be responsible for deposit of all such
monies in the name and to the credit of the corporation with such depositaries
as may be designated by the Board of Trustees or a duly appointed and authorized
committee of the Board of Trustees;
(e) disburse, or be responsible for
the disbursement of, the corporation’s funds as may be ordered by the Board of
Trustees or a duly appointed and authorized committee of the Board of
Trustees;
(f) render to the President and the Board of Trustees when
requested, an account of all transactions as chief financial officer and of the
financial condition of the corporation; and
(g) exercise such powers and
perform such duties as are usually vested in the office of chief financial
officer of a corporation, and exercise such other power and perform such other
duties as may be prescribed by the Board of Trustees or these
bylaws.
If any assistant financial officer is appointed, the assistant financial
officer, or one of the assistant financial officers, if there are more than one,
in the order of their rank as fixed by the Board of Trustees, or, if they are
not so ranked, the assistant financial officer designated by the Board of
Trustees, in the absence or disability of the Chief Financial Officer or in the
event of such officer’s refusal to act, shall perform the duties and exercise
the powers of the Chief Financial Officer and discharge such duties as may be
assigned from time to time pursuant to these bylaws or by the Board of
Trustees.
ARTICLE VI
Contracts, Loans, Bank Accounts, Checks and Drafts
Section 6.1. Execution of Contracts and Other
Instruments. Except as these bylaws may otherwise provide, the
Board of Trustees or its duly appointed and authorized committee may authorize
any officer or officers, agent or agents, to enter into any contract or to
execute and deliver any instrument in the name of and on behalf of the
corporation, and such authorization may be general or confined to specific
instances. Except as so authorized or otherwise expressly provided in these
bylaws, 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 for any purpose or in any amount.
Section
6.2. Contracts With Directors. No Trustee of this
corporation nor any other corporation, firm, association, or other entity in
which one or more of this corporation’s Trustees are directors or have a
material financial interest, shall be interested, directly or indirectly, in any
contract or transaction with this corporation, unless (a) the material facts
regarding that Trustee’s financial interest in such contract or transaction or
regarding such common directorship, officership, or financial interest are fully
disclosed in good faith and noted in the minutes, or are known to all members of
the Board of Trustees prior to the Board of Trustee’s consideration of such
contract or transaction; (b) such contract or transaction is authorized in good
faith by two-thirds of the Board of Trustees by a vote sufficient for that
purpose without counting the votes of the interested Trustees; (c) before
authorizing or approving the transaction, the Board of Trustees considers and in
good faith decides after reasonable investigation that the corporation could not
obtain a more advantageous arrangement with reasonable effort under the
circumstances; and (d) the corporation for its own benefit enters into the
transaction, which is fair and reasonable to the corporation at the time the
transaction is entered into.
This Section does not apply to a transaction
that is part of an educational or charitable program of this corporation if it
(a) is approved or authorized by the corporation in good faith and without
unjustified favoritism and (b) results in a benefit to one or more Trustees or
their families because they are in the class of persons intended to be benefited
by the educational or charitable program of this
corporation.
Section 6.3. Loans. No
loans shall be contracted on behalf of the corporation and no negotiable paper
shall be issued in its name, unless and except as authorized by the Board of
Trustees or its duly appointed and authorized committee. When so authorized by
the Board of Trustees or such committee, any officer or agent of the corporation
may effect loans and advances at any time for the corporation from any bank,
trust company or other institutions, or from any firm, corporation or
individual, and for such loans and advances may make, execute and deliver
promissory notes, bonds or other evidences of indebtedness of the corporation
and, when authorized as aforesaid, may mortgage, pledge, hypothecate or transfer
any and all stocks, securities and other property, real or personal, at any time
held by the corporation, and to that end endorse, assign and deliver the same as
security for the payment of any and all loans, advances, indebtedness and
liabilities of the corporation. Such authorization may be general or confined
to specific instances.
Section 6.4. Bank
Accounts. The Board of Trustees or its duly appointed and
authorized committee from time to time may authorize the opening and keeping of
general and/or special bank accounts with such banks, trust companies or other
depositaries as may be selected by the Board of Trustees, its duly appointed and
authorized committee or by any officer or officers, agent or agents, of the
corporation to whom such power may be delegated from time to time by the Board
of Trustees. The Board of Trustees or its duly appointed and authorized
committee may make such rules and regulations with respect to such bank
accounts, not inconsistent with the provisions of these bylaws, as are deemed
advisable.
Section 6.5. Checks, Drafts,
Etc. All checks, drafts or other orders for the payment of money,
notes, acceptances or other evidence of indebtedness issued in the name of the
corporation shall be signed by such officer or officers, agent or agents, of the
corporation, and in such manner, as shall be determined from time to time by
resolution of the Board of Trustees or its duly appointed and authorized
committee. Endorsements for deposit to the credit of the corporation in any of
its duly authorized depositaries may be made, without countersignature, by the
President or any vice president or the Chief Financial Officer or any assistant
financial officer or by any other officer or agent of the corporation to whom
the Board of Trustees or its duly appointed and authorized committee, by
resolution, shall have delegated such power, or by hand-stamped impression in
the name of the corporation.
ARTICLE VII
Miscellaneous
Section 7.1. Fiscal Year. Unless
otherwise fixed by resolution of the Board of Trustees, the fiscal year of the
corporation shall end on the last day of May in each calendar
year.
Section 7.2. Trustee Inspection Rights.
Every Trustee shall have the absolute right at any reasonable time to inspect
and copy all books, records and documents of every kind of the corporation and
to inspect the physical properties of the corporation. Such inspection may be
made by the Trustee in person, or by agent or attorney, and the right of
inspection includes the right to copy and make extracts of
documents.
Section 7.3. Bylaw
Amendment. These bylaws may be amended or repealed and new
bylaws may be adopted by the vote of two-thirds of the Trustees then in
office.
Section 7.4. Annual Statement of Specific
Transactions. This secretary of this corporation shall cause the
corporation to mail or deliver to all Trustees within 120days of the close of
the fiscal year, a statement which briefly describes the amount and
circumstances of any indemnification or transaction in which the corporation was
a party, and in which a Trustee or officer had a direct or indirect material
financial interest. The above statement need only be provided with respect to a
transaction during the previous fiscal year involving more than Fifty Thousand
Dollars ($50,000) or which was one of a number of transactions with the same
persons involving, in the aggregate, more than Fifty Thousand Dollars
($50,000). Similarly, the statement need only be provided with respect to
indemnification or advances aggregating more than Ten Thousand Dollars ($10,000)
paid during the previous fiscal year to any director or officer. Any statement
required by this Section shall state the names of the interested persons
involved in such transactions, stating each person’s relationship to the
corporation, the nature of such person’s interest in the transaction, and where
practical, the amount of such interest, provided that in the case of a
transaction with a partnership of which such person is a partner, only the
interest of the partnership need be stated. Any statement required by this
Section may be provided by electronic transmission by the
corporation.
Section 7.5. Annual Report.
The Board of Trustees shall cause an annual report to be furnished not later
than 120days after the close of the corporation’s fiscal year to all Trustees
of the corporation, which report shall contain the following information in
appropriate detail:
(a) the assets and liabilities, including the trust funds, of the corporation
as at the end of the fiscal year;
(b) the principal changes in assets and
liabilities, including trust funds, during the fiscal year;
(c) The
revenue or receipts of the corporation, both unrestricted and restricted to
particular purposes, for the fiscal year;
(d) The expenses or
disbursements of the corporation, for both general and restricted purposes,
during the fiscal year;
(e) Any information required by
Section7.4.
The annual report shall be accompanied by any report thereon of independent
accounts, or, if there is no such report, the certificate of an authorized
officer of the corporation that such statements were prepared without audit and
from the books and records of the corporation. The annual report may be
provided by electronic transmission by the corporation.
Section
7.6. Prohibition Against Sharing Corporate Profits and
Assets. This corporation’s assets are irrevocably dedicated to 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, or to any Trustee or officer of the corporation.
On liquidation or dissolution, all properties and assets remaining after
payment, or provision for payment, of all debts and liabilities of the
corporation shall be distributed to a nonprofit fund, foundation or corporation
that is organized and operated exclusively for charitable purposes and that has
established its exempt status under Internal Revenue Code section 501(c)(3).
ARTICLE VIII
Trustees’ Responsibilities
Section 8.1. Trustees’
Responsibilities. In carrying out their responsibilities,
Trustees shall be guided by University Policy, and shall consider the
applicability of the following sections of the California Corporation Code:
5233 (“Self Dealing Transactions; Interest Director; Exceptions; Actions;
Burden of Proof; Limitations; Remedies”), 5234 (“Mutual Directors;
Voidability of Contracts or Transactions”); 5235 (“Compensation;
Liability for Unreasonable Amount”) and 5236 (“Loans, Guarantees,
Advancements; Life Insurance; Financing Residence of Officer”).
ARTICLE IX
Indemnification
Section 9.1. Indemnification Of Directors And
Officers. The corporation shall, to the maximum extent and in the
manner permitted by the Nonprofit Public Benefit Corporation Law, indemnify each
of its Trustees and officers against expenses (as defined in Section5238(a) of
the Nonprofit Public Benefit Corporation Law), judgments, fines, settlements,
and other amounts actually and reasonably incurred in connection with any
proceeding (as defined in Section5238(a) of the Nonprofit Public Benefit
Corporation Law), arising by reason of the fact that such person is or was an
agent of the corporation. For purposes of this ArticleIX, a “Trustee” or
“officer” of the corporation includes any person (a)who is or was a Trustee or
officer of the corporation, (b)who is or was serving at the request of the
corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, or (c)who was a director or officer of a
corporation which was a predecessor corporation of the corporation or of another
enterprise at the request of such predecessor corporation.
Section
9.2. Indemnification Of Others. The corporation
shall have the power, to the extent and in the manner permitted by the Nonprofit
Public Benefit Corporation Law, to indemnify each of its employees and agents
(other than Trustees and officers) against expenses (as defined in
Section5238(a) of the Nonprofit Public Benefit Corporation Law), judgments,
fines, settlements, and other amounts actually and reasonably incurred in
connection with any proceeding (as defined in Section5238(a) of the Nonprofit
Public Benefit Corporation Law), arising by reason of the fact that such person
is or was an agent of the corporation. For purposes of this ArticleIX, an
“employee” or “agent” of the corporation (other than a Trustee or officer)
includes any person (a)who is or was an employee or agent of the corporation,
(b)who is or was serving at the request of the corporation as an employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, or (c)who was an employee or agent of a corporation which was a
predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation.
Section 9.3.
Payment Of Expenses In Advance. Expenses incurred
in defending any civil or criminal action or proceeding for which
indemnification is required pursuant to Section9.1 or for which indemnification
is permitted pursuant to Section9.2 following authorization thereof by the
Board of Trustees shall be paid by the corporation in advance of the final
disposition of such action or proceeding upon receipt of an undertaking by or on
behalf of the indemnified party to repay such amount if it shall ultimately be
determined that the indemnified party is not entitled to be indemnified as
authorized in this ArticleIX.
Section 9.4.
Indemnity Not Exclusive. The indemnification
provided by this ArticleIX shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under any bylaw, agreement,
or vote of disinterested Trustees or otherwise, both as to action in an official
capacity and as to action in another capacity while holding such office, to the
extent that such additional rights to indemnification are authorized in the
articles of incorporation.
Section 9.5. Insurance
Indemnification. The corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a Trustee, officer,
employee or agent of the corporation against any liability asserted against or
incurred by such person in such capacity or arising out of such person’s status
as such, whether or not the corporation would have the power to indemnify him or
her against such liability under the provisions of this
ArticleIX.
Section 9.6. Conflicts.
No indemnification or advance shall be made under this ArticleIX, except
where such indemnification or advance is required by law or the order, judgment
or decree of any court of competent jurisdiction, in any circumstance where it
appears:
(a) That it would be inconsistent with a provision of applicable law, the
articles of incorporation, these bylaws, or an agreement in effect at the time
of the accrual of the alleged cause of the action asserted in the proceeding in
which the expenses were incurred or other amounts were paid, which prohibits or
otherwise limits indemnification; or
(b) That it would be inconsistent
with any condition expressly imposed by a court in approving a
settlement.
