A California Nonprofit Public Benefit Corporation
ARTICLE I. NAME OF ORGANIZATION
The name of the Corporation is OLD RIVERSIDE FOUNDATION.
ARTICLE II. OFFICES
The principal office of the Corporation for the transaction of its business is in the City of Riverside, County of Riverside, State of California. Branch or subordinate offices may be established by a simple majority vote of the Board.
ARTICLE III. PURPOSES
Section 1. Nonprofit Purposes
The purpose the of the Organization is education and advocacy for the recognition, appreciation, and preservation of the built environment (buildings, feats of engineering, parks, avenues, archaeological remains, and historic landscaping features) within the lnland Empire, focusing on resources within the City of Riverside, including, for such purposes, the distribution of grants to organizations and individuals for historic preservation or restoration.
Section 2. Specific Purposes Old Riverside Foundation’s activities may include, but are not limited to:
A. Encourage the conservation of historic homes and neighborhoods, commercial and community buildings, districts, and sites of cultural significance
B. Advocate to local government for historic preservation
C. Educate homeowners and building trades on standards and practices for the preservation and maintenance of heritage structures
D. Maintain a robust architectural salvage operation
E. Sponsor events regarding historic preservation & appreciation (educational tours, meetings, seminars, workshops, publications, and more)
F. Provide grants to homeowners for historic preservation and restoration
G. Recognize and celebrate outstanding efforts with annual Preservation Awards
H. Provide information on tax advantages and other funding for the preservation of historic properties
I. Promote dialogue among other preservation groups and individuals.
ARTICLE IV. LIMITATIONS
Section 1. Political Activities
The Corporation has been formed under California Nonprofit Corporation Law for the charitable purposes described in Article 3, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in any political campaign (including the publishing or distribution of statements) on behalf of, or in opposition to, any candidate for public office, with the exception of promoting local laws, codes, and ordinances that benefit the Corporation’s stated purposes.
Section 2. Prohibited Activities
The Corporation shall not, except in any insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described in Article 3. The Corporation may not carry on any activity for the profit of its Officers, Directors or other private persons or distribute any gains, profits or dividends to its Officers, Directors or other persons as such. Furthermore, nothing in Article 3 shall be construed as allowing the Corporation to engage in any activity not permitted to be carried on (i) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) or (ii) by a corporation, contributions to which are deductible under section 170(c)(2) of the Code.
ARTICLE V. ASSETS
Section 1. Property Dedicated to Nonprofit Purposes
The property of the Corporation is irrevocably dedicated to the purpose(s) stated in Article III. No part of the net income or assets of the Corporation shall ever inure to the benefit of any of its Directors or Officers, or to the benefit of any private person, except that the Corporation is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III hereof.
Section 2. Distribution of Assets Upon Dissolution
Upon the dissolution or winding up of the Corporation, its real and financial 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 agreed to by a simple majority vote of the Board and in alignment with provisions of the Articles of Incorporation.
ARTICLE VI. MEMBERS
Section 1. Definition
All members shall be defined as set forth in California Corporations Code §5056. The rights of the members are solely set forth in these bylaws.
Eligibility for Membership
Application for membership shall be open to any person or organization that supports the purpose statement in Article III, Section 1. Membership is granted after completion and receipt of a membership application and annual dues. A Board vote is not required to be granted membership.
Section 3. Membership Dues
Membership dues shall be assessed on an annual basis, renewable for one year from the date of joining or at intervals set by the Board. Continued membership is contingent upon being current on membership dues. Membership levels and dues shall be determined by a simple majority vote of Board members. At the time of writing these Bylaws, the membership levels and dues are as follows:
A. Individual ($30/year)
B. Family ($60/year, up to five members)
C. Supporting ($100/year)
D. Lifetime ($1000/year)
E. Complimentary (as determined by the Board)
Section 4. Rights of Members
Each member shall be entitled to one vote in organization elections. Family, Supporting, and Lifetime membership levels are entitled to two votes, provided each vote is cast by an individual person who is included in the Family membership. Complimentary members are not entitled to vote. No member shall be discriminated against by the Corporation for any reason.
Section 5. Resignation and Termination
Any member may resign by filing a written resignation with the Secretary, or by not paying renewal dues for their membership. Resignation shall not relieve a member of any charges previously accrued. A member can have their membership terminated with cause on approval of the Board and a majority vote of the membership.
Section 6. Non-voting Membership
The Board shall have the authority to establish and define non-voting categories of membership.
Section 7. Membership Privacy
There shall be no recordkeeping system that is inaccessible to any Board member. The Corporation shall pledge to not sell or distribute member data without direct consent, and to ensure the security of member data. Members may view or edit their data on request of the Membership Chair.
ARTICLE VII. MEMBERSHIP MEETINGS
Section 1. Membership Meetings
A meeting of the members shall take place annually in the month of October – the specific date, time, and location of which will be designated by the Board. At the annual meeting, the members shall elect directors and officers, and receive reports on the activities of the association.
Section 2. Special Meetings Special meetings may be called by the President, the Executive Committee, or a simple majority of the Board. A petition signed by five percent (5%) of voting members may also call a special meeting.
Section 3. Notice of Meetings
Notice of each meeting shall be given to each voting member not less than two weeks prior to the meeting. Such notice will be delivered by means deemed appropriate by the Board.
Section 4. Quorum
A quorum for a meeting of the members shall consist of at least twenty percent (20%) of the active membership.
Section 5. Voting
All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
ARTICLE VIII. DIRECTORS
Section 1. General Powers
The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Corporation.
Section 2. Elections
Directors shall be elected at the annual meeting of the members and shall hold office until their successors are elected, unless Resignation occurs following the provisions of Section 3 herein. Prior to the annual meeting, the Board shall appoint a Nominating Committee consisting of at least three members, at least one of whom shall be a Director. The committee, with Board approval, shall present a slate of Directors to the Members at the annual meeting. Members shall vote by ballot to approve or reject the slate. Ballots shall be counted by two members not appearing on the slate. The count shall be supervised by the current Secretary. Results shall be announced prior to the close of the meeting. The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified.
Section 3. Vacancies
Members of the Board of Directors shall serve full annual terms. Directors shall inform the President of their intent to continue or leave the Board August of each year. Should a Director determine they are unable to complete their term, they shall deliver a letter of resignation to the President at least 30 days prior to leaving the Board. Should this vacancy occur more than 90 days prior to the annual Membership meeting, the Nominating Committee will convene to appoint a new Director without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting.
Section 4. Number, Tenure, Requirements, and Qualifications
The number of Directors may be determined by the Directors but shall consist of either nine (9), eleven (11), or thirteen (13) persons including the following officers whose duties are defined in Article IX: President, Vice President, Secretary, and Treasurer. No two members of the Board of Directors related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Board of Directors at the same time. Each member of the Board of Directors shall be an active member of the Corporation whose membership dues are paid in full for the duration of their term. No credit shall be given for in-kind donations. Newly-elected members of the Board of Directors shall serve initial one-year terms. Directors may serve indefinitely, with the exception of the role of Treasurer, which shall be filled by a single Director for a maximum of three consecutive years. A Director who previously served as Treasurer may remain on the Board in any other capacity, and may serve non-contiguous terms as Treasurer. Each member of the Board of Directors shall attend at least nine (9) monthly meetings of the Board per year.
Section 5. Regular Meetings
A meeting of the Board of Directors shall be held monthly at a regular time, day, and location agreed to by the Board of Directors. The Board may determine by a simple majority vote to not meet in any given month, but may not adjourn for more than two consecutive months.
Section 6. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors. Special Meetings may be called for 1) a matter of importance that must be addressed before the next regular meeting, or 2) a particular business matter that is of sufficient importance that it needs to be the exclusive reason for the entire meeting. Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by any appropriate means.
Section 7. Action Without Meetings
The Board of Directors may take any action without a meeting that may be required or permitted to be taken by the Board at a meeting if all members of the Board individually or collectively consent in writing to the action. The written consent or consents shall be filed in the minutes of the proceedings of the Board. The action by written consent shall have the same effect as a majority vote of Directors. Any certificate or other document filed with the minutes of the proceedings shall state that the action was taken by majority written consent of the Board without a meeting and that the Articles of the Corporation authorize this action.
Section 8. Quorum
The presence of a simple majority of members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business.
Section 9. Forfeiture
Any member of the Board of Directors who fails to fulfill any of their requirements as set forth in this Article shall automatically forfeit their seat on the Board. The Secretary shall notify the Director in writing that their seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy. Members of the Board of Directors who are removed for failure to meet any or all of the requirements of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 13 of this Article.
Section 10. Compensation
Members of the Board of Directors shall not receive any compensation from the Corporation for their services as Directors, but are entitled to reimbursement for expenses agreed to beforehand by a simple majority vote of the Board.
Section 11. Confidentiality
Directors shall not discuss or disclose information about the Corporation or its activities to any person or entity unless such information is already a matter of public knowledge, or if the disclosure of such information is in furtherance of the Corporations’ purposes, or can reasonably be expected to benefit the Corporation. Directors shall use discretion and good business judgment in discussing the affairs of the Corporation with third parties. Each Director shall execute a Confidentiality Agreement consistent with Article XII herewith upon being voted onto and accepting appointment to the Board of Directors.
Section 12. Parliamentary Procedure
Any question concerning parliamentary procedure at meetings shall be determined by the President by reference to the most current edition of Robert’s Rules of Order.
Section 13. Removal
Any Director may be removed with or without cause, at any time, by vote of two-third (2/3) of the members of the Board of Directors if, in their judgment, the best interest of the Corporation would be served thereby. Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office. Members of the Board of Directors who are removed for failure to meet the minimum requirements of this Article automatically forfeit their positions on the Board pursuant to Section 9 of this Article, and are not entitled to this removal procedure.
ARTICLE IX. OFFICERS
The officers of this Board shall be the President, Vice President, Secretary, and Treasurer. All officers must have the status of active members of the Board.
Section 1. President
The President shall preside at all meetings of the membership. The President shall have the following duties:
A. They shall preside at all meetings of the Executive Committee.
B. They shall have general superintendence and direction of all other officers of this Corporation and see that their duties are properly performed.
C. They shall be Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the President.
Section 2. Vice President
The Vice President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter.
Section 3. Secretary
The Secretary shall attend all Board meetings and all member meetings and will act as a clerk thereof. The Secretary shall have the following duties:
A. They shall record all votes and minutes of all proceedings in a book to be kept for that purpose.
Section 4. Treasurer
The Treasurer shall have the following duties:
A. They shall submit for the Board approval of all expenditures of funds greater than $200.
B. They shall present a complete and accurate report of the finances at each Board meeting and at the annual meeting of members.
C. They shall have oversight of the funds, including budgets and subsequent audit reports.
D. A Director may serve as Treasurer for a maximum of three consecutive years.
E. As the end of their term approaches, they shall be responsible for training the incoming Treasurer for a period of no less than sixty (60) days.
Section 5. Election of Officers
At the first meeting of the Board of Directors held after the election of the Board at the meeting of the membership, Directors shall nominate and elect the officers utilizing procedures consistent with Robert’s Rules of Order.
Section 6. Term and Vacancies
Officers shall serve one-year terms and are eligible for subsequent and consecutive terms. There is no limit to the number of terms with the exception of the Treasurer who shall serve no more the three non-consecutive three-year terms. Should an Officer resign from office prior to the end of the term, the position will be filled by another Director by nomination and approval by a majority vote of the Board at the next regular meeting of the Board.
Section 7. Removal of Officers
The Executive Committee, with the concurrence of two-thirds of the members voting at any regular meeting, may remove any officer of the Board of Directors and elect a successor for the remainder of the term. No officer of the Board of Directors shall be expelled without an opportunity to be heard. Notice of such motion of expulsion shall be given to the Officer in writing ten (10) days prior to the meeting at which motion shall be presented, setting forth the reasons for such expulsion.
ARTICLE X. COMMITTEES
Section 1. Committee Formation
The Board may create committees as needed. Committee members are approved by majority vote of the Board. The President appoints all committee chairs. At the time of formation, the Board shall determine the purpose, membership, responsibilities, and term of the committee. Members of the Corporation who are not Directors may serve on committees but may not constitute a quorum. All members of committees must be members of the corporation in good standing at the time of appointment and remain so during their term of service.
Section 2. Executive Committee
The four Officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the Board in the intervals between meetings of the Board, but is subject to the direction and approval of the full Board.
Section 3. Nominating Committee
The Nominating Committee shall recruit, interview, and recommend new members of the Board of Directors. Prior to the annual membership meeting, the Board shall appoint the Nominating Committee consisting of at least three members, at least one of whom shall be an Officer. The Nominating Committee shall follow the procedures for electing Directors and Officers outlined in these Bylaws. The Nominating Committee may appoint committee members, as determined and directed by the Board.
ARTICLE XI. CORPORATE STAFF
The Board of Directors may hire an Executive Director who shall serve at the will of the Board. The duties of the Executive Director shall be defined by the Board and may include the overall supervision of the day-to-day business of the Corporation, maintain the properties of the Corporation, hire, discharge, and determine, within budgeted parameters, the salaries and other compensation of all staff members under the Executive Director’s supervision, and perform such additional duties as may be directed by the Executive Committee or the Board of Directors. No officer, Executive Committee member or member of the Board of Directors may individually instruct the Executive Director or any other employee. The Executive Director shall make such reports at the Board and Executive Committee meetings as shall be required by the President or the Board. The Executive Director shall be an ad-hoc member of all committees. The Executive Director may not be related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity to any member of the Board of Directors or Advisory Council. The Executive Director may be hired at any meeting of the Board of Directors by a two-third (2/3) vote and shall serve until removed by the Board of Directors upon an affirmative vote of two-third (2/3). Such removal may be with or without cause. Nothing herein shall confer any compensation or other rights on any Executive Director, who shall remain an employee terminable at will, as provided in this Section.
ARTICLE XII. CONFLICT OF INTEREST POLICY
Section 1: Purpose
The purpose of this conflict of interest policy is to protect the Organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2: Definitions
A. Interested Person Any director who has a direct or indirect financial interest (as defined below) is an interested person.
B. Financial Interest A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
1. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement, or
2. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a “conflict of interest,” which shall be defined and agreed to on a case-by-case basis by a two-thirds (2/3) vote of the Board of Directors.
Section 3. Procedures
A. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with Board delegated powers considering the proposed transaction or arrangement.
B. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, that person shall leave the Board meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists.
C. Procedures for Addressing the Conflict of Interest
1. An interested person may make a presentation at the Board meeting, but after the presentation, shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
2. The President shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the Board shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
D. Violations of the Conflict of Interest Policy
1. If the Board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Proceedings
The minutes of the associated Board meetings shall contain:
A. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s or committee’s decision as to whether a conflict of interest in fact existed.
B. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5. Compensation
A. A voting member of the Board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
B. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
C. No voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 6. Annual Statements
Each director, principal officer, and member of a committee with Board-delegated powers shall sign a statement which affirms such person:
A. Has received a copy of the Conflict of Interest Policy contained in these Bylaws,
B. Has read and understands the Policy,
C. Has agreed to comply with the Policy, and
D. Understands the Organization is charitable and, in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7. Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
A. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
B. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Section 8. Use of Outside Experts
When conducting the periodic reviews as provided for in Article XII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.
ARTICLE XIII. INDEMNIFICATION
Section 1. General
To the full extent authorized under the laws of the California, the Corporation shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the Corporation, or any person who may have served at the Corporation’s request (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.
Section 2. Expenses
Expenses (including reasonable legal fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.
Section 3. Insurance
The Corporation may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power or obligation to indemnify such person against such liability under this Article.
ARTICLE XIV. BOOKS AND RECORDS
The Corporation shall keep complete books, records of accounts, and minutes of the proceedings of the Board of Directors.
ARTICLE XV. AMENDMENTS
Section 1. Articles of Incorporation
The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be delivered to each director at least ten (10) days in advance of such a meeting by any means determined to be appropriate by the Board. As required by the Articles, any amendment to Article III or Article VI of the Articles shall require the affirmative vote of all directors. All other amendments of the Articles shall require the affirmative vote of an absolute majority of directors then in office. Any amendment of the Articles shall comply with the State of California Corporations Code, Nonprofit Corporation Law.
Section 2. Bylaws
The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be affected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of directors.
ADOPTED OCTOBER 4, 2022