-
Presumption of Donor's intent;
-
Variance from Donor's direction; and
-
Amendments to the Governing Documents.
-
Are within the scope of the charitable purposes of the Community Foundation's Bylaws and Articles of Incorporation; and
-
Most nearly approximate, in the good faith opinion of the Board, the original purpose of the Fund.
-
Donor Required A majority of contributions to the Fund must come from the Donor or from a pass-through or proxy (including an estate, trust, or LLC) acting for or at the direction of the Donor. The Donor is determined at Fund intake and does not change by reason of any subsequent contribution to the Fund, including any contribution made without the Donor's knowledge. Updates to Donor contact information or other PII through the interface do not change the Donor identity recorded through the Endaoment interface. Subsequent contributions do not, by themselves, change the Fund's characterization as a donor advised fund under this Agreement. If an arrangement never has a Donor meeting this majority-contribution rule, Endaoment may structure it as a Community Fund or other non-DAF product under Endaoment's then-current terms rather than under this Agreement.
-
Default Seats Unless otherwise noted through the Endaoment interface or Endaoment's records, the Donor is also the Primary Advisor. The Donor and Primary Advisor seats may be held by different persons when family, related parties, or a hired professional advise the Fund, subject to Section 3.
-
Irrevocable Gift Delivery of property accepted by Endaoment for inclusion in the Fund constitutes an irrevocable charitable contribution to Endaoment. Endaoment has exclusive ownership, variance power, and legal control over all property in the Fund, and complete and sole discretion over all Fund assets and the income derived therefrom, dedicated to furthering Endaoment's charitable, educational, and scientific purposes. Except for the advisory privileges conferred through the Fund Advisor structure under this Agreement, the Donor has no additional rights as Donor with respect to the Fund once a contribution is accepted.
-
Eligibility Each Fund Advisor must be either (i) a family member of, or otherwise related to, the Donor, or (ii) a hired professional acting for the Donor (for example, a registered investment adviser, attorney, or accountant). Endaoment determines relatedness in onboarding (including, where the Donor is an entity, affiliation with that Donor) and may refuse any Advisor. Hired professionals must satisfy the authority attestation in Section 3(b).
-
Professional Authority Attestation Any Fund Advisor who is a hired professional for the Donor represents and warrants that the professional already holds a limited power of attorney (LPOA) or comparable discretionary authority for the Donor elsewhere (for example, at a brokerage or advisory firm). This Agreement does not create, and Endaoment does not issue, any LPOA or similar instrument. Nothing in this Section grants a Fund Advisor ownership or legal control over Fund assets.
-
Donor Advised Fund Status The Fund shall be a charitable donor advised fund as defined in Section 4966(d)(2) of the Code, administered under this Agreement and the Fund Policies.
-
Tax Status Endaoment is a charitable organization described in Section 501(c)(3) and Section 509(a)(1) of the Code, and a sponsoring organization of donor advised funds described in Code Section 4966(d)(2).
-
Establish Date The date on which the Fund is created in Endaoment's interface constitutes the "**establish date**" of the Fund for operational purposes. A Fund may exist as a shell (including after establish date) before it is open for donations.
-
Shell; Open Only After Donor Assent Until the Donor has assented to this Agreement (by checkbox assent and submission of required PII through Endaoment's interface), the Fund is a shell and is not open for donations. No contributions may be accepted into the Fund until Donor assent is complete. Appointment of a Primary Advisor or Collaborator before Donor assent does not authorize funding.
-
Component Part The Fund shall be a component part of Endaoment and not a separate trust. Nothing in this Agreement shall affect Endaoment's status as an organization described in Section 501(c)(3) of the Code that is not a private foundation within the meaning of Section 509(a) of the Code. Endaoment may amend this Agreement to conform to applicable law or regulation to carry out that intention. References to the Code include corresponding provisions of any future Internal Revenue Code.
-
No Obligation to Contribute Nothing in this Agreement obligates the Donor or any Fund Advisor to make any contribution to the Fund.
-
Ownership The Fund is the property of Endaoment and is not a trust fund held by Endaoment in a trustee capacity. Endaoment has exclusive ownership, variance power, and legal control over all property in the Fund and the income derived therefrom, for Endaoment's charitable, educational, and scientific purposes.
-
Charitable Purpose Fund assets are dedicated to, and shall be used for, Endaoment's charitable, educational, or scientific purposes, either directly or by contributions to other organizations for such purposes. For the avoidance of doubt, grants to religious organizations described in Section 501(c)(3) of the Code shall be permissible for charitable, educational, or scientific purposes.
-
Termination of Advisory Privileges Upon termination, by death or otherwise, of the privilege of all Fund Advisors to make recommendations, the Fund shall cease to be a donor advised fund.
-
Recommend-Only Fund Advisors may recommend grants, recommend investments (subject to any applicable Investment Management Agreement and Endaoment's investment policies), and exercise other Fund administration advisory privileges consistent with this Agreement and the Fund Policies. All such recommendations are solely advisory. Endaoment is not bound by any recommendation and retains exclusive ownership, variance power, and legal control over all Fund assets.
-
Multiple Fund Advisors If the Fund has more than one Fund Advisor, any Fund Advisor may individually exercise advisory privileges unless the Primary Advisor instructs Endaoment otherwise in writing or through the interface. Upon the death, resignation, or removal of a Collaborator, remaining Fund Advisors retain their privileges, subject to Section 7.
-
Investment Managers Where Fund assets are managed by a registered investment adviser under a separate Investment Management Agreement with Endaoment, discretionary investment authority and related duties are governed by that Investment Management Agreement. For clarity, the Primary Advisor is distinct from a "Manager" appointed under an Investment Management Agreement, which means the registered investment adviser. Appointment as a Fund Advisor under this Agreement does not itself grant custody of Fund assets or authority to execute trades.
-
Primary Advisor Powers The Primary Advisor may appoint Collaborators, may appoint a replacement Primary Advisor who is eligible under Section 3 (upon which appointment the prior Primary Advisor ceases to be the Primary Advisor), and may establish, modify, or revoke a Successor plan for the Fund, in each case in writing or through Endaoment's interface and subject to Endaoment's acceptance. The Primary Advisor may exercise these powers while the Donor is alive or in existence, including when the Donor is not the Primary Advisor, subject to Section 7(b).
-
Donor Removal The Donor may remove any Fund Advisor (including the Primary Advisor or any Collaborator) at any time, with or without cause, by notice to Endaoment in writing or through the interface. If the Donor removes the Primary Advisor, the Donor becomes the Primary Advisor unless the Donor names a qualified successor Primary Advisor.
-
Primary Vacancy If the Primary Advisor seat becomes vacant by death, resignation, or removal, the seat always falls back to the Donor (who becomes Primary Advisor), except as Section 7(e) provides upon a Donor Succession Event.
-
Collaborator Exit Upon a Collaborator's death, resignation, or removal, that Collaborator's privileges end, and the Primary Advisor may appoint a replacement Collaborator.
-
Donor Succession Event; Successor Plan A " Donor Succession Event" means the Donor's death or, if the Donor is not a natural person, the Donor's dissolution, termination, or other cessation of legal existence. Upon a Donor Succession Event:
-
(1) If the Donor was also the Primary Advisor at the time of the Donor Succession Event and a written Successor plan accepted by Endaoment (the "Successor Plan") is then in effect, any designated Successor Advisors shall have the authority of the Primary Advisor or Collaborator, as the case may be, subject to any proof Endaoment reasonably requires.
-
(2) If the Donor was also the Primary Advisor at the time of the Donor Succession Event and no such Successor Plan is then in effect, the advisory privileges of all Collaborators shall terminate, and Endaoment may administer or terminate the Fund in accordance with the Fund Policies and applicable law.
-
(3) If the Donor was not the Primary Advisor at the time of the Donor Succession Event, the Fund shall continue to be advised by the Primary Advisor and any Collaborators.
-
-
Successor Plan Contents A Successor Plan must identify the Successor nominee, the Fund Advisor seat(s) to be assumed (Primary Advisor and/or Collaborator), and the trigger conditions. A Successor Plan may not designate a successor Donor. Only the Primary Advisor may establish, modify, or revoke a Successor Plan under Section 7(a). Successor fields may be captured at intake through the Endaoment interface or later under Section 7(a). Unless Endaoment expressly accepts a further written plan, succession under a Successor Plan is limited to one generation of Successor Advisors, and any successor Primary Advisor shall not have the authority to designate other Successor Advisors. Requests to modify or appoint a Successor Advisor must be communicated to Endaoment in writing or through the interface.
-
Grant Recommendations Grants from the Fund of income or principal or both, within the limitations of this Agreement, shall be made at such times, in such amounts, in such ways, and for such charitable, educational, or scientific purposes as Endaoment determines. Grant recommendations will be reviewed and evaluated under the then-current Fund Policies.
-
No Donor Benefit Fund assets may not be used for purposes that would constitute a prohibited benefit to one or more Interested Parties under Section 4967 of the Code. Each recommending Fund Advisor must affirm the following statement (including within Endaoment's interface) before a grant may be processed. Failure to adhere may result in termination of advisory privileges and may affect the recipient organization's tax status.
The grant recommended does not represent the payment of any pledge or other financial obligation of any donor, donor advisor, member of the family of any donor or donor advisor, or 35% controlled entity (" Interested Parties"). No Interested Party will receive, directly or indirectly, any benefits resulting from this grant, including goods and services (such as auction items), admission to charitable events, payment of dues or membership, or discounts to the foregoing.
-
Prohibited Grants In compliance with the Code, grants are generally not permitted to individuals; for non-charitable purposes; for political contributions or to support political campaign intervention activities; or for any purpose that would provide a prohibited benefit to a Donor, Fund Advisor, or other related parties. A Fund Advisor may be subject to tax penalties if the Fund's Donor, Fund Advisor(s), or other related parties receive benefits, goods, or services in connection with a grant recommendation. This includes grants to satisfy pledges made by any person including a Fund Advisor, and non-deductible (or partially tax-deductible) memberships, event tickets, sponsorships, registration fees in tournaments, and cause-related marketing activities. Grants are not allowed to private non-operating foundations.
-
A [tiered inbound fee](/donors/resources/fee-schedule) (maximum of 50 bps / 0.5%) will be taken from the proceeds and income generated by any contributions of property to the Fund.
-
A 100 basis point (1.0%) outbound fee will be collected against the value of any recommended distribution from the Fund.
-
Illiquid and Non-Publicly Traded Assets Non-publicly traded or illiquid asset donations will be subject to intraorganizational administrative fees at the discretion of Endaoment and must be agreed upon in writing via a separate gift agreement.
-
the information provided through the Endaoment interface (or Joinder) is true, accurate, and complete;
-
the User has authority to enter into this Agreement in the role(s) selected;
-
if the User is a hired professional Fund Advisor, the professional-authority attestation in Section 3(b) is true; and
-
the User understands that recommendations are advisory only and that Endaoment retains exclusive ownership and legal control over all Fund assets.
-
Intellectual Property Infringement Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.
-
Cyber Attack Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, API, or other information technology system, including (but not limited to) the deployment of viruses and denial of service attacks.
-
Fraud and Misrepresentation Activity that seeks to defraud us or any other person or entity, including (but not limited to) providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.
-
Market Manipulation Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including (but not limited to) the manipulative tactics commonly known as spoofing and wash trading.
-
Money Laundering Activity that violates any applicable law, rule, or regulation concerning the laundering of money. You understand and acknowledge that Endaoment is, or may in the future become, subject to money laundering statutes, regulations and conventions of the United States or other international jurisdictions, and you agree to execute instruments, provide information, or perform any other acts as may reasonably be requested by Endaoment for the purpose of carrying out due diligence as may be required by Applicable Law. You agree that you will provide Endaoment with such information as we reasonably require to comply with applicable anti-money laundering laws or regulations. You understand, acknowledge and agree that to the extent permitted by Applicable Law, Endaoment may provide information, including confidential information, to the Financial Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury, or any other agency or instrumentality of the U.S. Government, or as otherwise required by Applicable Law, in connection with a request for information on behalf of a U.S. federal law enforcement agency investigating terrorist activity or money laundering.
-
API or Credential Abuse Activity that misuses API Access or OAuth credentials, including exceeding rate or scope limits we publish, circumventing authentication or authorization controls, scraping or harvesting data except as expressly permitted, or using API Access to build competing services using Endaoment data without our prior written consent.
-
Any Other Unlawful Conduct Activity that violates any applicable law, rule, or regulation of the United States or another relevant jurisdiction, including (but not limited to) the restrictions and regulatory requirements imposed by U.S. law.
-
Experimental and Automated Technology You assume the risks of engaging in transactions that rely on smart contracts, automated settlement, custodial rails, partner platforms, APIs, and other experimental or third-party technology. All actions taken through the Services fall into this category where those technologies are used.
-
Channel-Specific Technology Risks Transactions through the Services may rely on blockchain networks, cryptographic tokens, custodial platforms, payment processors, partner-hosted interfaces, OAuth providers, APIs, and other software systems. These technologies can be experimental, speculative, inherently risky, and subject to change. Among other risks, bugs, malfunctions, cyber attacks, forks, settlement failures, or changes to an applicable network or custodian could disrupt these technologies and even result in a total loss of assets, their market value, or Fund balances. Where you use a self-custody wallet or private key to interact with a blockchain-based channel, you are solely responsible for the safekeeping of that wallet or key. We assume no liability or responsibility for any such risks. If you are not comfortable assuming these risks, you should not access or engage in transactions using those channels.
-
Finality Certain transfer channels — including blockchain entries and some custodial or banking settlement processes — are immutable or practically irreversible once finalized. THUS, TRANSACTIONS THAT HAVE BEEN FINALIZED ON AN APPLICABLE LEDGER OR SETTLEMENT SYSTEM, INCLUDING TRANSFERS OF ACCEPTED ASSETS AND RELATED PROGRAMMED DATA, MUST BE TREATED AS PERMANENT AND CANNOT BE UNDONE BY US OR BY ANYONE. YOU MUST BE VERY CAREFUL WHEN YOU FINALIZE ANY TRANSACTION.
-
Third-Party Services We are not liable for any third-party services or links. We are not responsible for the content or services of any third party, including, without limitation, partner platforms, networks, OAuth providers, custody or brokerage providers, or apps such as Discord or MetaMask, and we make no representations regarding the content or accuracy of any third-party services or materials. The use and access of any third-party products or services, including through the Services, is at your own risk.
-
Automated Processing You agree to the automated collection and disbursement of proceeds by applicable systems. You acknowledge and agree that transactions accessed through the Services may be automatically processed using one or more smart contracts, custodial workflows, partner systems, or APIs. By engaging in transactions using the Services, you acknowledge and consent to that automatic processing. You further acknowledge and agree that the applicable system rules will dictate how the proceeds of a transaction in Accepted Assets are distributed.
-
Evaluation of the Services You acknowledge the risks of using the Services. You bear sole responsibility for evaluating the Services before using them, and transactions accessed through the Services are generally irreversible, final, and without refunds once completed. The Services may be disabled, disrupted or adversely impacted as a result of sophisticated cyber-attacks, surges in activity, computer viruses, and/or other operational or technical challenges, among other things. We disclaim any ongoing obligation to notify you of all of the potential risks of using and accessing our Services. You agree to accept these risks and agree that you will not seek to hold any Endaoment Indemnified Party responsible for any consequent losses, including but not limited to donation trade outputs, portfolio conditions, increases or decreases in portfolio position value, and de-pegging or other price dislocation of any Accepted Asset used as part of the Services.
-
Account and Credential Security You are solely responsible for the security of your accounts, wallets, API credentials, OAuth tokens, and authentication methods used to access the Services. You understand and agree that any unauthorized access by third parties could result in loss or theft. You understand and agree that we have no involvement in, and you will not hold us responsible for, managing and maintaining the security of third-party wallets, partner accounts, or credentials we do not issue. Where we issue API credentials or similar secrets, you must safeguard them and promptly notify us of any compromise. It is your responsibility to monitor your accounts and access methods.
-
Access Restrictions We reserve the right to restrict your access from engaging with the Services. You agree that we have the right to restrict your access to the Services via any technically available methods if we suspect, in our sole discretion, that (a) you are using the Services for money laundering or any illegal activity; (b) you have engaged in fraudulent activity; (c) you have acquired Accepted Assets using inappropriate methods, including the use of stolen funds to purchase or transfer such assets; (d) you are the target of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("**OFAC**"), the United Nations Security Council, the European Union, His Majesty's Treasury, or any other legal or regulatory authority in any applicable jurisdiction; (e) either you, as an individual or an entity, or any wallet address, account identifier, or API credential associated with you is listed on the Specially Designated Nationals and Blocked Persons List ("**SDN List**"), Consolidated Sanctions List ("**Non-SDN Lists**"), or any other sanctions lists administered by OFAC; (f) you are located, organized, or resident in a country or territory that is, or whose government is, the subject of sanctions, including but not limited to Côte d'Ivoire, Cuba, Belarus, Iran, Iraq, Liberia, North Korea, Sudan, and Syria; or (g) you have otherwise acted in violation of these Terms. If we have a reasonable suspicion that you are utilizing the Services for illegal purposes, we reserve the right to take whatever action we deem appropriate.
-
Availability We do not guarantee the quality or accessibility of the Services. While we endeavor to deliver donated or granted gifts to recipient organizations as quickly as possible, often the receiving organization requires time to conduct due diligence on Endaoment before we can finalize the gift delivery. Typically, gifts are delivered within 48 hours for organizations that have previously received Funds from Endaoment and where the Funds are unrestricted; within 72 hours for organizations that have previously received Funds from Endaoment and where the Funds are restricted; and within 2 weeks for organizations that are new to the Endaoment ecosystem.
As a condition to accessing or using the Services, you acknowledge, understand, and agree that from time to time the Services may be inaccessible or inoperable for any reason, including, but not limited to equipment malfunctions, periodic maintenance procedures or repairs, causes beyond our control or that we could not reasonably foresee, disruptions and temporary or permanent unavailability of underlying blockchain, custody, banking, or partner infrastructure, or unavailability of third-party service providers or external partners for any reason.
-
Suitability You acknowledge and agree that you will access and use the Services at your own risk. You should not engage in transfers of Accepted Assets unless it is suitable given your circumstances and financial resources. By using the Services, you represent that you have been, are and will be solely responsible for conducting your own due diligence into the risks of a transaction and the underlying assets, networks, custodians, and systems.
-
The election of Directors;
-
The removal of Directors pursuant to Section 5222 of the California Nonprofit Public Benefit Corporation Law;
-
Any amendment to these Bylaws that materially and adversely affects the Member's voting rights;
-
Any amendment to the Articles, except for amendments permitted to be adopted by the Board alone under Section 5812(b) of the California Nonprofit Public Benefit Corporation Law;
-
The disposition of all or substantially all of this corporation's assets;
-
Any merger and its principal terms and any amendment of those terms;
-
Any election to dissolve this corporation; and
-
Any other matters that may properly be presented to the Member for a vote, pursuant to the Articles, Bylaws, or action of the Board, or by operation of law.
-
Resignation of the Member;
-
Any event that renders the Member unable to satisfy Member's obligations as Member; or
-
Termination of membership under Section 3.6 of these Bylaws based on the good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, that the Member has failed in a material and serious degree to observe the rules of conduct of this corporation, or has engaged in conduct materially and seriously prejudicial to this corporation's purposes and interests.
-
Upon five years from the date of incorporation of this corporation, on November 19, 2024.
-
The Board shall give the Member at least 15 days' prior notice of the proposed suspension or termination and the reasons for the proposed suspension or termination. Notice shall be given by any method reasonably calculated to provide actual notice. Notice given by mail shall be sent by first-class or registered mail to the Member's last address as shown on this corporation's records.
-
The Member shall be given an opportunity to be heard, either orally or in writing, at least five days before the effective date of the proposed suspension or termination. The hearing shall be held, or the written statement considered, by the Board or by a committee or person authorized by the Board to determine whether the suspension or termination should occur.
-
The Board, committee, or person shall decide whether the Member shall be suspended, expelled, or sanctioned in any way. The decision of the Board, committee, or person shall be final.
-
Any action challenging an expulsion, suspension, or termination of membership, including a claim alleging defective notice, must be commenced within one year after the date of the expulsion, suspension, or termination.
-
Special meetings of the Member for any lawful purpose or purposes may be called at any time by the Board, Chair of the Board (if there be such an officer), the President, or the Member.
-
A special meeting called by any person entitled to call a meeting (other than the Board) shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the Chair of the Board (if there be such an officer), the President, any Vice President, or the Secretary of this corporation. The officer receiving the request shall cause notice to be given, under Section 4.4 of these Bylaws, promptly to the Member stating that a meeting will be held at a specified time and date fixed by the Board; provided, however, that the meeting date shall be at least 35 but no more than 90 days after receipt of the request. If the notice is not given within 20 days after the request is received, the person or persons requesting the meeting may give the notice. Nothing in this Section shall be construed as limiting, fixing, or affecting the time at which a meeting of the membership may be held when the meeting is called by the Board.
-
No business, other than the business that was set forth in the notice of the meeting, may be transacted at a special meeting.
-
Notice of any meeting of the membership shall be in writing and shall be given at least ten, but no more than 90, days before the meeting date. The notice shall be given either personally; by electronic transmission by this corporation; by first-class, registered, or certified mail; or by other means of written communication, charges prepaid, and shall be addressed to the Member, at the address of the Member as it appears on the books of this corporation or at the address given by the Member to this corporation for purposes of notice. If no address appears on this corporation's books and no address has been so given, notice shall be deemed to have been given if either (i) notice is sent to the Member by first-class mail or facsimile or other written communication to this corporation's principal office; or (ii) notice is published at least once in a newspaper of general circulation in the county in which the principal office is located.
-
Notice given by electronic transmission by this corporation shall be valid only if consistent with Section 10.12 of these Bylaws.
-
Notwithstanding the foregoing, notice shall not be given by electronic transmission by this corporation after either of the following: (i) this corporation is unable to deliver two consecutive notices to the Member by that means or (ii) the inability so to deliver the notices to the Member becomes known to the Secretary, any Assistant Secretary, or any other person responsible for the giving of the notice.
-
An affidavit of the mailing of any notice of any membership meeting, or of the giving of such notice by other means, may be executed by the Secretary, Assistant Secretary, or any transfer agent of this corporation, and if so executed, shall be filed and maintained in this corporation's minute book.
-
Select and remove, at the pleasure of the Board, all officers, agents, and employees of this corporation; prescribe powers and duties for them as may not be inconsistent with the law, the Articles or these Bylaws; fix their compensation; and require from them security for faithful service;
-
Change the principal office or the principal business office of this corporation in California from one location to another; cause this corporation to be qualified to conduct its activities in any other state, territory, dependency, or country; and conduct its activities in or outside California;
-
Conduct, manage, and control the affairs and activities of this corporation and make such rules and regulations for these purposes, not inconsistent with law, the Articles, or these Bylaws, as the Board deems appropriate;
-
Borrow money and incur indebtedness on this corporation's behalf, and cause to be executed and delivered for this corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities; and
-
Adopt and use a corporate seal, and alter the form of such seal from time to time as the Board deems appropriate.
-
One or more officers or employees of this corporation whom the Director believes to be reliable and competent in the matters presented;
-
Counsel, independent accountants or other persons as to matters which the Director believes to be within that person's professional or expert competence; or
-
A committee upon which the Director does not serve that is composed exclusively of any or any combination of Directors and persons described in subsection (a) and (b) of this Section as to matters within the committee's designated authority, which committee the Director believes to merit confidence, so long as, in any case, the Director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause that reliance to be unwarranted.
-
A vacancy or vacancies in the Board shall be deemed to exist in case of (i) the death, resignation, or removal of any Director; (ii) the declaration by resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by a final order of court, been convicted of a felony, or been found by a final order or judgment of any court to have breached any duty arising under Chapter 2, Article 3 of the California Nonprofit Public Benefit Corporation Law; (iii) the vote of the Member to remove any Director(s); (iv) the increase of the authorized number of Directors; or (v) a failure of the Member, at any meeting of membership at which any Director or Directors are to be elected, to elect the full authorized number of Directors.
-
Except as provided herein, any Director may resign by giving written notice to the Chair of the Board (if there be such an officer), the President, or the Secretary. The resignation shall be effective when the notice is given unless it specifies a later time at which it will become effective. If the resignation is to become effective at a later time, the Board may elect a successor Director before such time, to take office as of the date when the resignation becomes effective. Except on notice to the California Attorney General, no Director may resign if, by doing so, this corporation would be left without a duly elected Director or Directors.
-
Any Director may be removed, with or without cause, by approval of the Member. A Director may be removed by the Board only with cause. Any vacancy caused by the removal of a Director shall be filled as provided in Section 5.8(d). The office of any Director who was elected after the date of adoption of these Bylaws who does not attend three successive Board meetings may be declared vacant and the Director removed from office by Board resolution unless (i) the Director requests a leave of absence for a limited period of time, and the leave is approved by the Board at a regular or special meeting (if such leave is granted, the number of Directors will be reduced by one in determining whether a quorum is or is not present during the period of leave); or (ii) the Director suffers from an illness, disability, or special circumstance that prevents him or her from attending meetings and the Board by resolution waives the removal procedure set forth in this subsection. Any Director who has been removed from the Board pursuant to the procedure set forth in the preceding sentence may only be reinstated as a Director by resolution of the majority of Directors then in office.
-
Except for a vacancy created by the removal of a Director by the Member, vacancies in the Board may be filled by approval of the Board or by a sole remaining Director if only one Director remains. Each Director so selected to fill a vacancy in the Board shall hold office until the expiration of the term of the Director whom he or she replaced and shall continue to serve until a successor has been elected and qualified. The Member may elect a Director or Director at any time to fill any vacancy or vacancies not filled by the Board.
-
No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of the Director's term of office.
-
Special meetings of the Board for any purpose or purposes may be called at any time by the Chair of the Board (if there be such an officer), the President, the Vice President, the Secretary, or any two Directors.
-
Notice of the date, time, and place of special meetings shall be given to each Director by (i) personal delivery of oral or written notice; (ii) first-class mail, postage prepaid; (iii) telephone, including a voice messaging system or other system or technology designed to record and communicate messages, or by electronic transmission, either directly to the Director or to a person at the Director's office who would reasonably be expected to communicate that notice promptly to the Director; (iv) facsimile; (v) electronic mail; or (vi) other electronic means. Any such notice shall be addressed or delivered to each Director at such Director's address, phone number, facsimile number, or electronic mail address as it is shown upon the records of this corporation or as may have been given to this corporation by the Director for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the Board are regularly held.
-
Notice of a special meeting sent by first-class mail shall be deposited in the United States mails at least four days before the time set for the meeting. Notice of a special meeting given personally or by telephone, facsimile, electronic transmission or other similar means of communication, shall be delivered, telephoned, or otherwise sent, as appropriate, at least 48 hours before the time set for the meeting.
-
Notice of a special meeting shall state the time and date of the meeting and the place, if the place is other than this corporation's principal office. The notice need not specify the purpose of the meeting.
-
The establishment of the exact number of authorized Directors within the range specified in Section 5.3 of these Bylaws;
-
The approval of any action for which the California Nonprofit Public Benefit Corporation Law also requires approval of the members or approval of a majority of all members;
-
The filling of vacancies on the Board or on any committee of the Board;
-
The fixing of compensation of the Directors for serving on the Board or any committee;
-
The amendment of the Articles;
-
The amendment or repeal of these Bylaws or the adoption of new or restated Bylaws;
-
The amendment or repeal of any resolution of the Board that, by its express terms, is not so amendable or repealable;
-
The creation of other committees of the Board or appointment of members to any committee of the Board;
-
The expenditure of corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected;
-
The approval of any self‑dealing transaction, as such transactions are defined in Section 5233(a) of the California Nonprofit Public Benefit Corporation Law, except as provided in Section 5233(d)(3); or
-
The merger, reorganization, voluntary dissolution, or disposition of substantially all of the assets of this corporation.
-
The Audit Committee shall be separate from the Finance Committee (if such committee exists). The Audit Committee's members shall be appointed by the Board and may include both Directors and persons who are not Directors, subject to the following limitations: (i) the Audit Committee may not include any member of the staff or the Executive Director, President, or Treasurer; (ii) the chair of the Audit Committee may not be a member of the Finance Committee, if any; (iii) members of the Finance Committee shall constitute less than one-half of the membership of the Audit Committee; (iv) Audit Committee members who are not Directors may not receive compensation greater than the compensation paid to Directors for their board service; and (v) Audit Committee members shall not have a material financial interest in any entity doing business with this corporation.
-
The Audit Committee shall (1) recommend to the Board the retention and, when appropriate, the termination of an independent certified public accountant to serve as auditor; (2) negotiate the compensation of the auditor on behalf of the Board (if so authorized by the Board); (3) confer with the auditor to satisfy the Audit Committee members that the financial affairs of this corporation are in order; (4) review and determine whether to accept the audit; and (5) approve performance of any non-audit services provided to this corporation by the auditor's firm after assuring that they conform with standards of auditor independence.
-
Without prejudice to the rights of any officer under an employment contract, any officer may be removed, either with or without cause, by the Board at any time or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.
-
Any officer may resign at any time by giving written notice to the Board, President, or Secretary of this corporation, but without prejudice to the rights, if any, of this corporation under any contract to which the officer is a party. Any such resignation shall take effect on the date such notice is received or at any later time specified therein. Unless specified otherwise in the notice, the acceptance of such resignation shall not be necessary to make it effective.
-
In respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to this corporation in the performance of such person's duty to this corporation, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine;
-
Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or
-
Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval, unless it is settled with the approval of the Attorney General.
-
A majority vote of a quorum consisting of Directors who are not parties to such proceeding;
-
Approval of the Member, with the persons to be indemnified not being entitled to vote thereon; or
-
The court in which such proceeding is or was pending upon application made by this corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by this corporation.
-
That it would be inconsistent with a provision of the Articles, these Bylaws, a resolution of the Member, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
-
That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.
-
Any amendment that would materially and adversely affect the rights of the Members as to voting or transfer;
-
Any amendment that changes the stated minimum or maximum number of authorized Directors or changes from a fixed number of Directors to a variable number of Directors or vice versa;
-
Any amendment that extends the term of a Director beyond that for which the Director was elected or increases the term length or the number of consecutive terms that a Director may serve;
-
Any amendment that increases the quorum requirement for meetings of the membership;
-
Any amendment that repeals, restricts, creates, or expands proxy rights of the Member;
-
Any amendment that authorizes, repeals, or amends cumulative voting rights in an election of Directors; and
-
Any amendment that allows any Director to hold office by designation or selection rather than by election by the Member.
-
Adequate and correct books and records of account;
-
Minutes of the proceedings of its membership, Board, and committees of the Board; and
-
A record of each member's name, address, and class of membership.
-
The assets and liabilities, including the trust funds, of this corporation as of the end of the fiscal year;
-
The principal changes in assets and liabilities, including the trust funds, of this corporation;
-
The revenue or receipts of this corporation, both unrestricted and restricted to particular purposes;
-
The expenses or disbursements of this corporation for both general and restricted purposes; and
-
Any information required by Section 10.9 of these Bylaws.
-
Any transaction (i) in which this corporation, its parent, or its subsidiary was a party, (ii) in which an "interested person" had a direct or indirect material financial interest and (iii) which involved more than \$50,000, or was one of several transactions with the same interested person involving, in the aggregate, more than \$50,000. The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to this corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated.
For the purposes of this Section 10.9(a), an "interested person" is either of the following: (i) any Director or officer of this corporation, its parent, or its subsidiary or (ii) any holder of more than 10 percent of the voting power of this corporation, its parent or its subsidiary.
-
Any indemnifications or advances aggregating more than \$10,000 paid during the fiscal year to any Director or officer of this corporation under Article IX of these Bylaws.
-
An electronic transmission by this corporation shall be valid only if:
-
(1) Delivered by (i) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that recipient on record with this corporation; (ii) posting on an electronic message board or network that this corporation has designated for those communications, together with a separate notice to the recipient of the posting, which transmission shall be validly delivered on the later of the posting or delivery of the separate notice of it; or (iii) other means of electronic communication;
-
(2) To a recipient who has provided an unrevoked consent to the use of those means of transmission for communications; and
-
(3) That creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form.
-
-
Notwithstanding the foregoing, an electronic transmission by this corporation to an individual member who is a natural person, and if an officer or Director of this corporation, only if communicated to the recipient in that person's capacity as a member shall be authorized only if the consent to the transmission has been preceded by or includes a clear written statement to the recipient as to (i) any right of the recipient to have the record provided or made available on paper or in nonelectronic form; (ii) whether the consent applies only to that transmission, to specified categories of communications, or to all communications from this corporation; and (iii) the procedures the recipient must use to withdraw consent.
-
An electronic transmission to this corporation shall be valid only if:
-
(1) Delivered by (i) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, which this corporation has provided from time to time to the Member and Directors for sending communications to this corporation, (ii) posting on an electronic message board or network which this corporation has designated for those communications, and which transmission shall be validly delivered upon the posting, or (iii) other means of electronic communication;
-
(2) As to which this corporation has placed in effect reasonable measures to verify that the sender is the Member or Director purporting to send the transmission; and
-
(3) That creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form.
-
-
(1) If the Donor‑Advised Fund ("DAF") account from which the grant originated is still active, the returned funds shall be re‑credited to that DAF account. If the originating DAF account has been closed, or if the grant did not originate from a DAF, the funds shall be held in a suspense account of this corporation pending final disposition.
-
(2) This corporation shall make reasonable efforts to contact the original DAF advisor(s) or donor(s) associated with the grant's origination, attempting contact using up to three (3) different methods based on the contact information provided by the advisor(s) or donor(s). Available methods may include onchain messaging, certified/registered mail, email, phone, or messaging applications. If fewer than three methods are available, the corporation shall use all available methods. All outreach attempts will be tracked, documented, and retained in this corporation's operational records, including the date, method, and outcome of each attempt.
-
(3) If contact is successfully established and alternative grant instructions are provided by the fund advisor(s) or donor(s), this corporation shall move forward with the grant recommendation, subject to customary due‑diligence and compliance procedures as outlined in the bylaws on other relevant terms and agreements.
-
(4) If, after the sixty (60) day period beginning with the first attempt at communication, this corporation is unable to establish contact with the fund advisor(s) or donor(s) despite documented reasonable efforts as described above, or if no alternative instructions are provided, the returned funds shall be reclassified as unrestricted and incorporated within to the general operational capital of this corporation.
-
(5) A summary of all rejected‑grant activity, including amounts, contact attempts, and final disposition, shall be provided to the Board of Directors at least annually.