BYLAWS

OF

THE DANA ASSOCIATION

A California Nonprofit Public Benefit Corporation

ARTICLE 1-OFFICES

1.1          Principal Office.  The principal office for the transaction of business of the Corporation is fixed and located at 1775 Chatsworth Blvd, San Diego, California 92107, or at such other location, as the board of directors shall from time to time determine.  The board is granted authority to change the principal office from one location to another.  The Corporation may establish or maintain additional offices at such other places as the board of directors may determine.

ARTICLE 2-MEMBERSHIP

2.1          Members.  The Corporation shall have no members within the meaning of Section 5056 of the California Nonprofit Corporation Law as now in effect or as may hereafter be amended.  Any action which otherwise would require approval by a majority of all members or approval by the members shall require approval only of the board of directors.  All rights which otherwise would vest in the members including, without limitation, the right to elect directors, shall vest in the board.

ARTICLE 3-BOARD OF DIRECTORS

3.1          Power of Board.  Subject to any limitation in the Articles of Incorporation or these Bylaws, the activities and affairs of the Corporation shall be conducted and all corporate powers shall be exercised by, or under the direction of, the board of directors.  The board may delegate the management of the activities of the Corporation to any person or persons, Management Company, or committee or committees, 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.  Each director shall exercise such powers and otherwise perform such duties in good faith, in the manner such director believes to be in the best interest of the Corporation, and with such care, including reasonable inquiry, using ordinary prudence, as a person in a like position would use under similar circumstances, in accordance with Section 5231 of the California Nonprofit Public Benefit Corporation Law.

3.2          Number of Directors.  The number of directors of the Corporation shall be no less than nine (9) and no more than twenty-nine (29).  The exact number of directors within the range of this section 3.2 shall be fixed and may from time to time be changed by the board of directors.

3.3          Election of Directors and Term of Office.

3.3.1      The principal of Dana School or his/her designee shall be a director.  The provisions of subparagraph 3.3.3 shall not apply to the directors selected pursuant to this subparagraph 3.3.1.

3.3.2      Four (4) directors shall be staff members designated by the teaching staff of Dana School to serve as directors of the Corporation.  Such directors shall be selected yearly by the teaching staff and shall be designated at the time of the annual meeting of the Board of Directors.  If a vacancy should occur as to any director designated in this Subparagraph 3.3.2, the vacancy shall be filled by designation of the staff of Dana School.  Subparagraph 3.3.3 shall not apply to the directors selected pursuant to this subparagraph 3.3.2.

3.3.3      All directors other than those designated at subparagraphs 3.3.1 and 3.3.2 shall be selected from Point Loma Cluster parents and community members, and such directors shall be elected to serve until their successors are elected and qualified.  The directors shall endeavor to ensure that at least one director resides, outside the non-resident attendance areas of Dana School.  At each annual meeting directors shall be elected for a term of two (2) years to replace those directors whose terms are expiring.

3.4          Restriction Regarding Interested Directors.  Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the board may be interested persons.  For purposes of this Section, “interested persons” means either:

(a)  Any person currently being compensated by the corporation for services rendered to it within the previous twelve (12) months, whether as a full or part time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; 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 such person.

3.5          Compensation.   Directors shall not receive compensation for their services; however, reimbursement of expenses may be paid as determined by resolution of the board of directors, or the Chief Financial Officer, to be just and reasonable.

3.6          Place of Meetings.  Meetings of the board of directors shall be held at the principal office of the Corporation unless otherwise provided by the board or at such place within or without the State of California, which has been designated from time to time by resolution of the board of directors.  In the absence of such designation, any meeting not held at the principal office of the Corporation shall be valid only if held on the written consent of all directors given either before or after the meeting and filed with the Secretary of the Corporation or after all board members have been given written notice of the meeting as hereinafter provided for special meetings of the board.  Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in such meeting can hear one another.

 

 

 

3.7          Regular and Annual Meetings.  Regular meetings of directors may be held upon seven (7) days’ notice at such time and place as the board may fix.  If this Corporation makes no provision for members, then, at the annual meeting of directors held no later than the last day of September, directors shall be elected by the board of directors in accordance with this section.  Cumulative voting by directors for the election of directors shall not be permitted.  The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected.  Each director shall cast one vote.

3.8          Special Meetings.  Special meetings of the board of directors may, upon forty-eight (48) hour notice, be called by the President, any Vice President, the Chief Financial Officer, or by a majority of the directors, and such meetings shall be held at the place designated by the person or persons calling the meetings, and in the absence of such designation, at the principal office of the Corporation.

3.9          Notice of Meetings.  Notice of meetings may be accomplished by any method reasonably calculated to give actual notice of the meeting to the director including, but not limited to: first class postage, courier, facsimile, or email. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting.  Notice shall be given of any adjourned regular or special meeting to directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.

3.10        Contents of Notice.  Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting.  The purpose of any regular board meeting need not be specified in the notice.  The purpose of any special board meeting shall be specified in the notice.

3.11        Waiver of Notice and Consent to Holding Meetings.  The transactions of any meeting of the board, however recalled and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof.  All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minute of the meeting.

3.12        Quorum for Meetings.  A quorum shall consist of a majority of the number of directs.

Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this Corporation, or by law, no business shall be considered by the board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.  However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the board.

When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 3.9 of this Article.

The directors present at a duly called held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this Corporation.

3.13        Majority Action as Board Action.  Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board of directors, unless the Articles of Incorporation or Bylaws of this Corporation, or provisions of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions, in which a director has a material financial interest (Section 5233) and indemnification of directors (Section 5238 (e)), require a greater percentage or different voting rules for approval of a matter by the board.

3.14        Conduct of Meetings   Meetings o the board of directors shall be presided over by the President or, in his or her absence, by the Vice President, or in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting.  The Secretary of the Corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.

3.15        Action by Unanimous Written Consent without Meeting.  Any action required or permitted to be taken by the board of directors under any provisions of law may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action.  For the purposes of this Section only, “all members of the board” shall not include any “interested director” as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law.  Such written consent or consents 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 the unanimous vote of the directors.  Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this Corporation authorize the directors to so act and such statement shall be prima facie evidence of such authority.

3.16        Vacancies.  Vacancies on the board of directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.

The board of directors may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law.

If this Corporation has no members, directors may be removed without cause by a vote of at least two-thirds (2/3) of the directors then in office.

Any director may resign effective upon giving written notice to the President, the Secretary, or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation.  No director may resign if the Corporation would then be left without a duly elected director of directors in charge of its affairs, except upon notice to the Attorney General as provided in Section 5226 of the California Nonprofit Public Benefit Corporation Law.

Vacancies on the board may be filled by approval of the board or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with these Bylaws, or (3) a sole remaining director.  If this Corporation has members, however, vacancies created by the removal of a director may be filled only by the approval of the members.  The members, if any, of this Corporation may elect a director at any time to fill any vacancy not filled by the directors.

A person elected to fill a vacancy as provided by this Section shall hold office for the unexpired term of the director whom such person is replacing or until such person’s death, resignation or removal from office.

ARTICLE 4-COMMITTEES

4.1          Executive Committees.  The board of directors may, by a majority vote of directors, designate two (2) or more of its members (who may also be servicing as officers of this Corporation ) to constitute an Executive or other Committee and delegate to such Committee any of the powers and authority of the board in the management of the business and affairs of the Corporation, except with respect to:

(a) The approval of any action which, under law or the provisions of these Bylaws, requires the approval of the members or of a majority of all the members;

(b) The filling of vacancies on the board or on any Committee which has the authority of the board;

(c) The fixing of compensation of the directors for serving on the board or on any Committee;

(d) The amendment or repeal of Bylaws or the adoption of new Bylaws;

(e) The amendment or repeal or any resolution of the board which by its express terms is not so amendable or repeal able;

(f) The appointment of committees of the board or the members thereof;

(g) The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected;

(h) The approval of any transaction to which this Corporation is a party and in which one or more of the directors has a material financial interest, except as expressly provided in Section 5233 (d) (3) of the California Nonprofit Public Benefit Corporation Law.

By a majority vote of its members then in office, the board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the board.  The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.

4.2          Advisory Members/Committees.  The Corporation may also have advisory members and/or committees, which may include or consist of persons who are not also members of the board.  These additional members and/or committees may act in an advisory capacity to the board and shall be clearly titled as “advisory”.

4.3          Meetings and Action of Committees.  Meetings and action of committees shall be governed by noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the board of directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the board of directors or by the committee.  The board of directors may also fix the time for special meetings of committees.  The board of directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

ARTICLE 5-OFFICERS

5.1          Officers.  The Officers of the Corporation shall be a President, a Secretary, and a Chief Financial officer.  The Corporation may also have, at the discretion of the board of directors one (1) or more Vice Presidents, one (1) or more Assistant Secretaries, one (1) or more Assistant Treasurers, and such other Officers as may be appointed in accordance with the provisions of Section 5.3 of this Article 5.  The same person may hold any number of offices.    

5.2          Election.  The Officers of the Corporation, except such Officers as may be appointed in accordance with the provisions of Section 5.3 or Section 5.5 of this Article shall be chosen annually by the board of directors, and shall hold his office until he shall resign or shall be removed or therwise disqualified to serve, or his successor shall be elected and qualified.

5.3          Subordinate Officers.  The board of directors may appoint, and may empower the President to appoint, such other Officers as the business of the Corporation may require.  Each of the subordinate officers appointed shall hold office for periods of one (1) year or less, and shall have such authority and perform such duties as are provided in the Bylaws or as the board of directors may from time to time determine.  Subordinate Officers shall serve at the pleasure of the board and may be re-appointed at the expiration of their term of office.

 

 

5.4          Removal and Resignation of Officers.  Subject to the rights, if any, of an Officer under any contract of employment, any officer may be removed, either with or without cause, by the board of directors, at any regular or special meeting of the board, or, except in case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors.

Any officer may resign at any time by giving written notice to the Corporation.  Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective.  Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

5.5          Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the Bylaws for regular appointments to such office.

5.6          President.  The President shall be the Chief Executive officer of the Corporation and shall, subject to the control of the board of directors, have general supervision, direction and control of the business and officers of the Corporation.  The President shall preside at all meetings of the Shareholders and at all meetings of the board of directors.  The President shall be ex-officio a member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of president of a Corporation, and shall have such other powers and duties as may be prescribed by the board of directors or the Bylaws.

5.7          Vice President.  In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the board of directors, or if not ranked, the Vice President designated by the board of directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions upon, the President.  The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors or the Bylaws.

5.8          Secretary.  The Secretary shall keep or cause to be kept, at the principal executive office and such other place as the board may order, a book of minutes of all meetings of the board, and its committees, with the time and place held, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at board and committee meetings and the proceedings thereof.  The Secretary shall keep, or cause to be kept, a copy of the Bylaws of the Corporation at the principal office.

The Secretary shall give, or cause be given, notice of all the meetings of the board and of any committees thereof required by these Bylaws or by law to be given, shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the board.

5.9          Chief Financial Officer.  The Chief Financial Officer shall cause to be kept and maintained adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital and earnings (or surplus).  The books of account shall at all reasonable times be open to inspection by any director.

The Chief Financial Officer shall direct the deposit of all moneys and other valuables in the name and to the credit of the Corporation with such depositories as may be designated be the board of directors.  The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the board of directors, shall render to the President and directors, whenever they request it, an account of all of his or her transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall have other powers and perform such other duties as may be prescribed by the board of directors or by the Bylaws.

ARTICLE 6 – NON-LIABILITY

6.1          Non-Liability of Directors.  To the extent allowed pursuant to Section 5239 of the California Nonprofit Public Benefit Corporation Law, the directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.

ARTICLE 7 – INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS

7.1          Right to Indemnity.  To the fullest extent permitted by law, this Corporation shall indemnify its directors, officers, employees, and other persons described in Section 5238(a) of the California Nonprofit Public Benefit Corporation Law, including persons formerly occupying any such position, against all expenses judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any “proceeding”, as that term is used in that Section, and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that section.  “Expenses, as used in this Bylaw, shall have the same meaning as in Section 5238(a) of the California Nonprofit Public Benefit Corporation Law.

7.2          Approval of Indemnity.  On written request to the board of directors by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Nonprofit Benefit Corporation Law, the board shall promptly determine under Section 5238(e) of the California Nonprofit Public Benefit Corporation Law whether the applicable standard of conduct set forth in Section 5238(b) of Section 5238(c) has been met, and, if so, the board shall authorize indemnification.

7.3          Advancement of Expenses.  To the fullest extent permitted by law and except as otherwise determined by the board of directors, expenses incurred by a person seeking indemnification under Sections 7.1 and 7.2 above of these Bylaws in defending any proceeding covered by those Sections shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Corporation for those expenses.

7.4          Insurance for Corporate Agents.  The board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation (including a director, officer, employee or other agent of the Corporation)against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.

ARTICLE 8 – CORPORATE RECORDS AND REPORTS

8.1          Records.  The Corporation shall maintain adequate and correct accounts, books and records of its business and properties and shall maintain minutes of the proceedings of the board of directors.  All of such books, records and accounts shall be kept at its principal executive office in the State of California, as fixed by the board of directors from time to time.

8.2          Inspection of Books and Records.  The original or a copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, shall be kept at the Corporation’s principal executive office and shall be open to inspection by the directors of the Corporation, at all reasonable times during office hours, as provided in Section 5160 of the California Nonprofit Public Benefit Corporation Law.

8.3          Checks, Drafts, Etc.  All checks, drafts or other order for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Corporation shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the board of directors.

8.4          Authority to Execute Contracts.  The board of directors, except as otherwise provided in the Bylaws, may authorize any officer or officers agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation.  Such authority may be general or confined to specific instances.  Unless so authorized by the board of directors, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purpose or to any amount, except as provided in Section 5214 of the California Nonprofit Public Benefit Corporation Law.

8.5          Financial Statements.  A copy of any annual financial statement and any income statement of the Corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the Corporation as of the end of each such period, that has been prepared by the Corporation shall be kept on file in the principal executive office of the Corporation for twelve (2) months and each such statement shall be exhibited at all reasonable times to any director demanding an examination of any such statement or a copy shall be mailed to any such director.

The directors shall have such rights to review the financial statements of the Corporation at the principal executive office of the Corporation at reasonable times or to receive a copy of such statements, as provided in Section 6334 of the California Nonprofit Public Benefit Corporation.

The quarterly income statements and balance sheets referred to in this Section shall be accompanied by the report, if any, of any independent accountants engaged by the Corporation of the certificate of an authorized officer of the Corporation that the financial statements were prepared without audit from the books and records of the Corporation.

8.6          Annual Statement of General Information. Within ninety (90) days after the date of incorporation and annually thereafter, the officers of this Corporation shall prepare and file with the California Secretary of State a statement setting forth the information as requested by and in compliance with Section 6210 of the California Nonprofit Public Benefit Corporation Law.

8.7          Annual Report.  Except as provided in Section 6321 of the California Nonprofit Public Benefit Corporation Law, the board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the Corporation’s fiscal year to all directors of the Corporation and, if this Corporation has members, to any member who requests it in writing, which report shall contain the following information in appropriate detail:

(a)  The assets and liabilities, including the trust funds, of the Corporation as of 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 disbursement of the Corporation, for both general and restricted purposes, during the fiscal year;

(e)  Any information required by Section 6322 of the California Nonprofit Public Benefit Corporation Law.

The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of any authorized officer of the Corporation that such statement were prepared without audit from the books and records of the Corporation.

If this Corporation receives less than twenty-five thousand dollars ($25,000) in gross revenues or receipts during the fiscal year, no such annual report need be provided.

8.8          Annual Statement of Specific Transactions to Members.  This Corporation shall mail or deliver to all directors and any and all members a statement within one hundred and twenty (120) days after the close of its fiscal year, which briefly describes the amount, and circumstances of any indemnification or transaction f the following kind:

(a)  Any transaction in which the Corporation, or its parent or its subsidiary, was a party, and in which either of the following had a direct or indirect material financial interest:

(1)  Any director of officer of the Corporation, or its parent of subsidiary (a mere common directorship shall not be considered a material financial interest); or

(2) Any holder of more than ten percent (10) of the voting power of the Corporation, its parent or its subsidiary.

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 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 indemnifications or advances aggregating more than ten thousand dollars ($10,000) paid during the previous fiscal year to any director or officer, except that no such statement need be made if such indemnification was approved by the members pursuant to Section 5238 (e)(2) of the California Nonprofit Public Benefit Corporation Law.

Any statement required by this Section shall briefly describe 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.

If this Corporation has any members and provides all members with an annual report according to the provisions of Section 6 of this Article, then such annual report shall include the information required by this Section.

ARTICLE 9 – FISCAL YEAR

9.1                  Fiscal Year.  The fiscal year of the Corporation shall begin on July 1 and shall end on June 30 of each year.

ARITCLE 10 – PROPERTY OF CORPORATION

10.1                Property used Exclusively for Charitable Purposes.  During the existence of this Corporation, the assets and property of this Corporation, including all personal property and all real property wherever situated, shall be irrevocably dedicated, held, used and applied exclusively to promote and further the general charitable purposes and objectives of this Corporation, as set forth in its Articles of Incorporation.

 

10.2                Distribution of Assets upon Dissolution.  The assets and property of this Corporation are irrevocably dedicated to charitable purposes, and no part of the net income or assets shall ever inure to the benefit of any private person.  Upon the dissolution and winding up of the Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Corporation shall be distributed to a nonprofit fun, foundation or corporation which is organized and operated exclusively for charitable purposes and which has been granted tax exempt status under Section 501©(3) of the Internal Revenue Code of 1986; provided that such distribution shall also comply with the provisions of Section 6715 and 6716 of the California Nonprofit Public Benefit Corporation Law pertaining to distributions of assets held under trust or subject to conditions imposed by donors or grantors.

ARTICLE 11 – AMENDMENT TO BYLAWS

11.1                By Directors.  Except as otherwise provided in these Bylaws, the board of directors may, by a vote of two-thirds (2/3) of the full board, amend or repeal any of these Bylaws, or may adopt additional Bylaws; except that these Bylaws may not be amended, altered or modified in any manner which would alter the general charitable purposes of this Corporation or which would jeopardize the tax exempt status of this Corporation as a charitable organization under Section 501©(3) of the Internal Revenue Code and Section 23701(d) of the California Revenue and Taxation Code.

Further, notwithstanding any other provisions of these Bylaws to the contrary, amendments of the Bylaws may only be considered at a meeting of the board of directors noticed not less than ten (10) days in advance, and the substance of the proposed amendment must be set forth in such notice.

11.2                Record of Amendments.  Whenever an amendment or new Bylaw is adopted, it shall be copied in the book of Bylaws with the original Bylaws, in the appropriate place.  If any Bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted to written assent was filed shall be stated in said book.

ARTICLE 12 – MISCELLANEOUS

12.1                Construction and Definitions.  Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the general provisions of the California Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws.  Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

 

 

 

 

12.2                Seal.  The corporate seal shall be circular in form, shall have inscribed thereon the name of the Corporation, the date of its incorporation, and the word “California”.

 

CERTIFICATE OF SECRETARY OF

THE DANA ASSOCIATION

                        A California Nonprofit Public Benefit Corporation

I, the undersigned, do hereby certify:

  1.  That I am the duly elected and acting Secretary of the DANA ASSOCIATION, a California Nonprofit Public Benefit Corporation; and
  2. That the foregoing Bylaws, comprising 12 pages, constitute the Bylaws of said Corporation as amended and adopted by action of the board of directors duly taken on

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of the Corporation this      day of             .

 

PETER S. DOFT

Secretary

 

 

 

 

 

 

 

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