Bylaws of the Los Altos Rotary Endowment Fund, Inc.
As amended and approved June 9, 2005
Mission Statement of the
Los Altos Rotary Endowment Fund
The mission of the Los Altos Rotary Endowment Fund is the management of contributions received by the Rotary Club of Los Altos, for the purpose of dispensing grants, scholarships and charitable contributions, building an endowment for the future and to otherwise aid and support worthy organizations, be they local, national or international in nature, that are organized and operated exclusively for charitable, educational or community-building purposes.
1. Principal Office; Year.
1.1 Office. The principal office for the transaction of the business of the corporation is fixed and located at Los Altos, Santa Clara County, California. The Board of Trustees may at any time or from time to time change the location of the principal office from one location to another in this county.
1.2 Corporate Year. The corporations fiscal year shall commence July 1st.
2. Membership.
2.1 Membership. The members of this corporation shall be the persons who from time to time are members of, and in good standing, and entitled to vote in, the Rotary Club of Los Altos as defined in its bylaws.
2.2 Voting and Other Rights of Members. Each member of this corporation shall be entitled to one vote.
2.3 Annual Meeting. The annual meeting of the members of this corporation shall be held on the second Thursday of June of each year at the time and place of the regular weekly meeting of the Rotary Club of Los Altos, or at any other time and place determined by a resolution of the Board of Trustees. No notice of any such annual meeting need be given if it is held on the second Thursday of June at the time and place of the regular weekly meeting of the Rotary Club of Los Altos or at the next regular said meeting if there be none on the second Thursday of June; otherwise due notice of the time and place of the annual meeting shall be sent to each member.
2.4 Special Meetings. Special meetings of the members of the corporation for any purpose or purposes may be called at any time by the President of the corporation or by any two Trustees. Due notice of the time and place of special meetings of the members shall be given in the same manner as for annual meetings of the members.
2.5 Quorum. A quorum for any meeting of the members shall be one third of the members.
2.6 Indemnification. The corporation shall, to the maximum extent permitted by California law, have authority to indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the corporation and shall have authority to advance to each such agent expenses incurred in defending any such proceeding to the maximum extent permitted by that law. For purposes of this article, an agent of the corporation includes any person who is or was a director, officer, employee or other agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; is or was serving the Rotary Club of Los Altos as a member or volunteer; or was a director, officer, employee or agent of an organization that was a predecessor organization of the corporation or of another enterprise at the request of such predecessor organization.
3. Board of Trustees.
3.1 Number of Trustees. The Board of Trustees shall consist of nine (9) members consisting of three (3) Designated Trustees, and six (6) Elected Trustees.
3.2 Designated Trustees: Term of Office.
The Designated Trustees shall be identified, and hold office for
one fiscal
year, as follows:
(a) The Immediate Past
President of the Club;
(b) The President of the
Club and
(c) The President-Elect of
the Club.
3.3 Elected Trustees; Term of Office. The term of office of each Trustee of this corporation shall be four (4) fiscal years or longer until a successor is elected. Successors for such Trustees whose terms of office are then expiring shall be elected at the annual meeting of the members nearest expiration of such terms. As nearly as numerically possible, one-third of the Board of Trustees shall be elected in each fiscal year. No Elected Trustee shall serve two (2) consecutive terms, but may be reelected as a Trustee after being out of office at least one (1) full fiscal year. Any elected Trustee may be recalled by a majority vote of the members present at a special meeting called for such purpose after the Trustee or Trustees subject to recall are given a reasonable opportunity to be heard. Such a special meeting maybe called only by any four Trustees with notice of such meeting given as provided in Section 2.3.
3.4 Nomination of Candidates for Elected Trustees. On or before the first Thursday in May of each year, the Board of Trustees shall present to the members its nominees to fill vacancies in the offices of Elected Trustees upon the expiration of terms of office in that year. Within ten (10) days after the first Thursday in May of each year, any member may nominate from the floor or in writing to the Board of Trustees, additional candidates for the office of Elected Trustees.
3.5 Election of Elected Trustees. At each regular annual meeting of members, the Board of Trustees shall conduct an election by the members for the Elected Trustees. The nominees receiving the highest number of votes shall be deemed to be elected to the offices becoming vacant due to expiration of the terms of office.
3.6 Quorum. A majority of the members of the Board of Trustees shall constitute a quorum for the transaction of business.
3.7 Powers of Trustees. Subject to limitations of the Articles of Incorporation, other sections of the bylaws, and of California law, all corporate powers of the corporation shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by the Board of Trustees. Without limiting the general powers, the Board of Trustees shall have the following powers:
(a) To select and remove all the officers, agents, and employees of the corporation; prescribe such powers and duties for them as may be consistent with law, the Articles of Incorporation, and the bylaws; fix their compensation, if any; and require from them or obtain security for faithful service.
(b) To conduct, manage, delegate and control the affairs and business of the corporation, and to make rules and regulations consistent with law, the Articles of Incorporation and the bylaws.
(c) To have fiduciary responsibility for the financial affairs of the corporation. To buy and sell assets, open bank accounts, open and manage investment accounts as per the corporations Investment Policy Statement, borrow money and incur indebtedness for the purposes of the corporation, and for that purpose to cause to be executed and delivered, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidence of debt and securities.
(d) To fill any vacancy on the Board of Trustees for the remainder of the term thereof.
(e) To create, and appoint members of the Rotary Club of Los Altos to such committees as it deems appropriate.
3.8 Meetings and Manner of Acting. Regular meetings of the Board of Trustees shall be held at any place, within or without the state, that has been designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of this designation regular meetings shall be held at the principal office of the corporation. Special meetings of the Board may be held at a place designated, upon at least 48 hours prior due notice.
Any matter requiring action by the trustees may be decided by a majority vote of the trustees present, unless otherwise provided by statute or in these bylaws. In the absence of a quorum, a majority of the trustees present may, without further notice, adjourn the meeting until such time as a quorum is present. No notice of any adjourned meeting need be given.
Special meetings of the Board of Trustees shall be called by the President, whenever deemed necessary by the President or upon the request of two (2) members of the Board, due notice having been given. The transactions of any meeting of the Board of Trustees however called and noticed and wherever held, shall be as valid as though held at a meeting after regular call and notice, if a quorum is present and if either before or after the meeting each of the Trustees not present signs a written waiver of notice or signs a consent to hold the meeting or signs an approval of the minutes. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
3.9 Action Without a Meeting. Any action required or permitted by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be included with the minutes of the proceedings of the Board. The President shall have authority to send out ballots-by-mail (by post or electronic mail) when the subject matter comes under existing policies. When the subject matter relates to other than existing policies, the President of the trustees shall have authority to determine whether the matter shall be handled in a ballot-by-mail or held over until the next meeting of the Trustees.
Trustees may participate in and act at any meeting of the Trustees through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such a meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.
3.10 Compensation. The Trustees shall receive no compensation for their services as Trustee.
3.11 Record Keeping. The Trustees shall keep or cause to be kept accurate and comprehensible financial records, which shall allocate all receipts, all disbursements, and recording of unrealized appreciation or depreciation to either a Corpus Account or an Income Account as follows:
(a) Corpus Account
(1) Increase by funds
received as gifts or contributions to the Endowment Fund unless otherwise
designated by the donor.
(2) Decreased by capital
losses realized by the sale of investments.
(3) Decreased by unrealized
depreciation on investments (if such unrealized depreciation is recorded).
(4) Increased by capital
gains realized by the sale of investments.
(5) Increased by unrealized
appreciation on investments (if such unrealized appreciation is recorded).
(b) Income Account
(1) Increased by funds received as transfers from the Rotary Club of Los Altos unless otherwise designated by the Board of Directors.
a. Net proceeds from major fund raising activities such as the annual Club Art Show shall be transferred to the Endowment Fund Income Account.
(2) Increased by dividends and interest received on investments.
(3) Decreased by disbursements (or accruals, if recorded) for administrative purposes.
(4) Decreased by disbursements for contributions to charitable organizations, to award scholarships or to endow projects. All charitable contributions shall be paid out of the Endowment Fund Income Account.
(5) The Club Board of Directors may specify that specific funds received from membership (such as fines and auction money) will be transferred to the Endowment Fund Income Account.
3.12 Transfers From Income to Corpus. The Board of Trustees may, at any regular or special meeting, by a two-thirds vote of Trustees present at the meeting (a quorum being present), authorize the transfer of funds in the Income Account considered to be excess funds to the Corpus Account.
3.13 Transfers From Corpus to Income. Transfers from the corpus Account to the Income Account may be made only by a two-thirds vote of the membership at a special meeting in accordance with the provisions set forth in section 2.4 of these bylaws.
3.14 Evaluation Criteria for Grants. The Contributions and World Community Service Committees and the Board of Trustees shall be guided by a set of evaluation criteria in making recommendations as to grants to be made by the Club. These criteria shall be as follows: to be eligible for consideration, the beneficiary must fall into a tax-exempt category, the grant must not directly benefit any Rotarian or member of a Rotarians family and the beneficiary must not advocate any sectarian or political viewpoint.
1. Major evaluation criteria shall be:
a. The grant
benefits the greater Los Altos community and surrounds, or supports a worthy
local, national or international program.
b. The grant
benefits a large number of individuals, with the exception of scholarships
awarded to individual students.
c. The grantee
program is of critical importance, i.e., Will make a difference.
d. The grantee
programs ideals are consistent with those of Rotary.
e. The grant
would be supported by the vast majority of the Club.
2. Additional, minor evaluation criteria shall be:
a. Rotarians are
involved in the grantee program (as volunteers, not recipients).
b. The grant has
a specific objective (e.g., not just paying operating expenses).
c. Other
community organizations are participating.
d. The grantee
program does not have other regular or natural sources of support.
e. The Club will
receive recognition for the grant.
4. Officers.
4.1 Officers. The officers of this corporation shall be a President, Vice President, Treasurer and Secretary. No member may hold more than one office. Each such officer shall be elected by the Board of Trustees at its first meeting of each fiscal year, to serve until election of a successor; must be a member of the Board of Trustees and may, but need not be, an officer of the Rotary Club of Los Altos. The Board of Trustees may appoint or elect other officers.
4.2 President. Subject to the control of the Board of Trustees, the President shall have general supervision, direction, and control of the business and affairs of the corporation. The President shall preside at all meetings of the members and of the Trustees, and shall have such other powers and duties as may be prescribed from time to time by the Board of Trustees.
4.3 Vice President. In the absence or disability of the President, the Vice President shall perform all the duties of the President and in so acting shall have all the powers of the President. The Vice President shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Trustees.
4.4 Treasurer. It shall be the duty of the Treasurer to have custody of all funds, accounting for same to the corporation annually and to the Board at the monthly meeting and at any other time upon demand by the Board and to perform such other duties as ordinarily pertain to this office. Funds shall be paid out only on checks of the corporation signed by two (2) Trustees of the corporation, which must include, as one of the required signatures, the signature of the President, Vice President, Treasurer or Secretary and, as the other required signature, the signature of one of the Designated Trustees, i.e., the President, President-Elect or Immediate Past President of the Club Board of Directors. Upon retirement from office, the Treasurer shall turn over to their successor or to the President all funds, books of account and any corporation property. The Treasurer may delegate certain duties to other members or nonmembers of the Club, whom the Treasurer shall supervise, with the approval of the President and the Board. The Treasurer shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Trustees.
4.5 Secretary. The Secretary shall keep a full and complete record of the proceedings of the Board of Trustees, a copy of which shall be furnished to each member of the Board of Trustees and to the Board of Directors of the Rotary Club of Los Altos, and shall keep the seal of the corporation and affix it to such papers and instruments as may be required in the regular course of business, shall make service of such notices as may be necessary or proper, shall supervise the keeping of the records of the corporation, and shall discharge such other duties of the office as prescribed by the Board of Trustees. Upon retirement from office, the Secretary shall turn over to their successor or to the President all records of the corporation and any corporation property.
5. Miscellaneous.
5.1 The President or the Vice President, together with the Treasurer, or Secretary, or such other officers as the Board of Trustees may select for that purpose, are authorized to vote, represent, and exercise on behalf of this corporation all voting securities of any other corporation or corporations standing in the name of this corporation. The authority granted in these bylaws to the officers to vote or represent this corporation arising from any voting securities held by this corporation in any other corporation or corporations may be exercised either by the officers in person or by any person authorized so to do by proxy or power of attorney duly executed by the officers.
5.2 All disbursements from the Endowment Fund will be under budgetary control approved by the Club Board of Directors. The Board of Trustees of the corporation shall not be authorized to make any disbursement from the Endowment Fund to any organization or individual, nor shall the Trustees accept any gift, donation, or engage in any fund-raising activity, which the Board of Directors of the Rotary Club of Los Altos has not specifically authorized.
5.3 Charitable contributions from the Endowment Fund will be transmitted to the recipient as a contribution from the Rotary Club of Los Altos.
5.4 It is the policy of LAREF to handle those gifts intended to generate annual grants for restricted purposes by establishing a designated fund at the Los Altos Community Foundation. An appropriate advisor to that fund will be named.
5.5 These bylaws may be amended at any regular meeting, a quorum being present, by a two-thirds vote of all members present, provided that due notice of such proposed amendment shall have been delivered to each member at least ten days before such meeting.
Glossary
Club The Rotary
Club of Los Altos.
Contributions Committee
a sub-committee of the Board of Trustees of the corporation, chaired by a
Trustee of the Board, its membership deriving from the Club, charged with
soliciting, receiving, evaluating and recommending for or against grants to
beneficiaries within the greater Los Altos community and occasionally on a
national level.
Corporation The
Los Altos Rotary Endowment Fund, Inc.
Corpus Account
the sum total of the investments of the corporation, such as stocks and bonds.
Delivered see
due notice below.
Due notice
notification to appropriate members of the corporation of a pending action or
meeting that is accomplished as follows:
1. Notice is to be mailed first class five days in
advance, or 96 hours in advance if given (delivered) personally, by electronic
or other means of communication, and
a. Notice is deemed to have been given at the time it is deposited in the United States mails, postage prepaid.
b. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or is actually transmitted by the person giving the notice by electronic means to the recipient.
c. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office or home of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient.
d. Although desirable, posting on the bulletin Board at the weekly meeting of the Club is not considered notice.
2. Other acceptable means of notice may be set forth in a particular provision of these bylaws that will require greater or lesser advance notice time and other requirements.
Income Account the checking account of the corporation, in which day-to-day monetary transactions occur.
Fiduciary
1. A business or person who may act for another with total trust, good faith, and honesty who has the complete confidence and trust of that person. A fiduciary may include a trustee of a trust, a business adviser, attorney, guardian, estate administrator, real estate agent, banker, stockbroker, or title company.
2. An individual, corporation or association holding assets for another party, often with the legal authority and duty to make decisions regarding financial matters on behalf of the other party.
3. One who holds something in trust for another; a trustee.
Good standing a member in good standing is current in dues and other accounts and continues to fulfill all requirements for membership in the Club as set forth in the published Club constitution. The attendance requirements for the Club include but are not limited to the following:
1. Attend or make up at least 60% of Club regular meetings in each half of the year.
2. Not miss four consecutive meetings.
Members not in good standing are not permitted to:
1. Propose new members.
2. Serve on the Board, LAREF, or as committee chairs.
3. Represent the Club at the District, Rotary International, or other Rotary meetings.
4. Attend those Club events having limited capacity and being otherwise fully subscribed.
LAREF the acronym for the Los Altos Rotary Endowment Fund, Inc.
Notice informing every member of the corporation or of the relevant governing body of the corporation.
World Community Service (WCS) Committee A sub-committee of the Club that provides leadership in establishing projects designed to promote community development and goodwill on a worldwide basis. WCS identifies, evaluates and recommends for or against grants to beneficiaries outside the borders of the United States of America. WCS may coordinate with other Rotary Clubs, Districts and Rotary International to acquire matching grants for its projects.
History
(1) The bylaws were previously amended and approved June 21,1984.
(2) The bylaws were revised by resolution of the Club August 30, 1984 and October 18, 2000. Those revisions were incorporated into the bylaws in the revision of June 9, 2005.