The Board of Trustees shall administer the affairs of the Foundation; control all expenditures and property of the Foundation; act for the Foundation's interest in any way not inconsistent with the Articles of Incorporation and these bylaws, but shall have no power to subject the Foundation to any liability beyond the amount of the corporate funds. Hereinafter, the Board of Trustees is designated "the Board".
The Articles of Incorporation provide an indefinite number of Trustees, the exact number to be fixed by a by-law or amendment thereof. Pursuant thereto, the authorized number of Trustees shall be set or changed by a formal motion adopted by a 2/3 vote of the current actual number of Trustees, but shall not be less than 7 nor more than 15. Until a formal motion is adopted to set the number of Trustees, the number shall be 9.
The Board shall consist of the following:
The Board shall meet at least once in each calendar quarter, at dates, times, and places as set by the adoption of a formal motion. The Board shall also meet upon call by the President or by four members of the Board with three days notice to each member of the Board.
A majority of the actual number of appointed Trustees provided in paragraph a of Section 3 shall be necessary to constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Trustees present at a meeting duly held at which a quorum is present shall be regarded as an act of the entire Board unless a greater number be required by law or by the Articles of Incorporation or these by-laws.
The two Trustees provided in paragraphs b and c of Section 3 shall not be counted in determining the size of a quorum or whether a quorum is present at a Board meeting. Otherwise, those two Trustees shall have the same authority and responsibility as any other Trustee. They shall be counted as part of the number of actual, current, and present Trustees for all purposes other than a quorum.
The transactions at any meeting of the Board, however called and noticed or wherever held, shall be deemed valid if each of the Trustees not present approves in writing the minutes of such meeting. All such approval shall be made a part of the affected minutes of the meeting.
Any action required or permitted to be taken by the Board under any provision of the General Non-Profit Corporation Law may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents in writing to such action shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such Trustees.
Upon a Trustee establishing residency outside of Oak Park, that Trustee's position does not automatically become vacant. Upon the repeated absence of a Trustee from three consecutive meetings of the Board as recorded in the minutes or as provided in the California Corporations Code, the Board may — by a 2/3 vote of the Trustees present at a regularly scheduled meeting — declare the position of that Trustee to be vacant.
At the will of the Board expressed by a 2/3 vote of all actual Trustees, any Trustee may be removed from his or her position without any cause needed or given. A motion to remove a Trustee must then be reaffirmed by another 2/3 vote of all actual Trustees taken at the next subsequent meeting of the Board, which shall not be sooner than 14 days after the meeting when the initial motion was voted. A motion to reaffirm the removal of a Trustee is out of order if the affected Trustee has already submitted his or her written resignation to the President or Secretary.
Upon the declaration of a vacancy or the removal of a Trustee, the Board shall not fill the vacant position until its next following regularly scheduled meeting. Upon receiving the written resignation of a Trustee, the Board may fill the vacant position immediately.
This Web page last updated 23 June 2004
Community Foundation for Oak Park • P. O. Box 291 • Agoura, CA 91376-0291
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