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LACC Foundation Bylaws

Adopted March 11, 2000

ARTICLE I - NAME, OFFICES AND PURPOSE
Section 1.1 NAME. The name of this corporation shall be "Los Angeles City College Foundation", hereinafter referred to as "the Foundation".

Section 1.2 FOUNDATION OFFICES. The principal office of the Foundation shall be located at Los Angeles City College, 855 North Vermont Avenue, Los Angeles, California, 90029. The Foundation may establish other offices, as the board of directors may designate or as the affairs of the Foundation may require from time to time, without further amendment of these By-laws.

Section 1.3 PURPOSE. The specific and primary purposes for which this Foundation is formed are: to promote, foster, encourage and provide scientific, literary, educational and recreational facilities at Los Angeles City College; to provide for scholarships, fellowships, grants in aid, loans and other financial assistance to worthy students and members of the faculty; to further research and provide facilities therefor; to receive gifts, bequests or devises either outright or as a trustee or beneficiary of a trust, to hold, transfer, buy, sell, invest, or reinvest real property, cash, stocks and bonds, and all other evidences of value for the purposes set forth in subsection 1 of this paragraph; to expend moneys for the general welfare of the students and faculty of Los Angeles City College; to otherwise provide aids to education supplementary to state and local tax means for the support and benefit of City College.

ARTICLE II - MEMBERSHIP OF THE FOUNDATION
Section 2.1 DEFINITION OF MEMBERS. The Foundation shall have no active members other than its duly elected Directors. The Directors shall, for the purpose of any statutory provision or rule of law relating to nonprofit corporations, be taken to be the members of the foundation, and shall have and exercise all the rights, privileges, powers and immunities of members thereof. The directors may, however, at their discretion provide one or more classes of honorary members.

Section 2.2 HONORARY AND EMERITUS DIRECTORS. The board may from time to time elect persons to be designated as "Honorary Directors" and "Emeritus Directors", in recognition of outstanding service to the Foundation. Persons so elected shall have no voting or other rights, nor have to be vested with any other rights, powers, privileges or immunities except as specified by the Board of Directors.

Section 2.3 NON-VOTING DIRECTORS. The following shall be non-voting members of the Board of Directors:

The President of Los Angeles City College
The President of the Los Angeles City College Academic Senate or designee
The President of the Associated Student Body Government or designee
The President of the Los Angeles City College Emeriti Association or designee
ARTICLE III - BOARD OF DIRECTORS
Section 3.1 GENERAL POWERS. The business and affairs of the Foundation shall be conducted under the direction of, and the control and the disposal of the Foundation's properties and funds shall be vested in, its Board of Directors, except as otherwise provided in the California Nonprofit Corporation Act, the Foundation's Articles of Incorporation or these By-laws. The Board may delegate the management of the activities of the Foundation to a person or persons, or committees however composed, provided that the activities and affairs of the Foundation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers and duties in addition to the other powers enumerated in the By-laws:

to select and remove all officers, agents and employees of the Foundation; prescribe powers and duties for them as may not be inconsistent with the law, the Articles, or these By-laws.
to conduct, manage and control the affairs of the Foundation and to make such rules and regulations therefor which are not inconsistent with law, the Articles of Incorporation, or these By-laws, as they may deem appropriate;
to adopt, make, and use a corporate seal and to alter the form of such seal from time to time, as they deem appropriate;
to accurately register their names, street and e-mail addresses and phone and fax numbers with the Secretary of the Foundation. Notices of meetings mailed or conveyed by some other means to the addresses or phone or fax numbers shall be considered valid notices thereof;
to meet at such times and places as are required by these By-laws.

Section 3.2 NUMBER, ELECTION, AND TERM OF OFFICE. The authorized number of directors shall be fixed and may be modified from time to time by resolution of the Board; provided, however, that the authorized number of directors shall not be less than five (5) nor more than thirty-three (33) unless provided otherwise by an amendment to the By-laws.

Directors shall be elected at each annual meeting of the Board and shall take office July 1. Initial appointments are for a one-year term. Subsequent appointments are for three-year terms. Directors may be elected at any regular meeting of the Board to vacant seats on the Board by a majority of the remaining Directors.

The President of Los Angeles City College and the Executive Director of the Foundation shall automatically be ex-officio non-voting members of the Board so long as they remain in those positions.

Section 3.3 COMPENSATION. Directors shall receive no compensation for their services, but may be reimbursed for expenses in accordance with policies established by the Board.

Section 3.4 BOARD MEMBER CONTRIBUTIONS. All Directors except honorary and non-voting shall make a yearly contribution as established by the Board of Directors. Such assessments shall be due by January 31st of each year and shall be considered in arrears if not paid by March 1st.

Section 3.5 BOARD MEMBER ATTENDANCE. Any Officer or Director who is absent from two consecutive regular meetings or three non-consecutive regular meetings of the board of directors during a single administrative year may forfeit his or her position as Officer or Director at the discretion of the Executive Committee.

Section 3.6 NOMINATION OF DIRECTORS. Recommendations for Director nominees may be submitted by incumbent Directors, Officers, and staff to the Nominating Committee. The Nominating Committee shall, after giving due consideration to all such recommendations and such other persons as it may wish to consider, present its slate of Director-nominees to the Board.

Section 3.7 NON-LIABILITY OF DIRECTORS. Except as otherwise required by law, no cause of action shall arise against any person serving without compensation as a Director or officer of the Foundation on account of any negligent act or omission occurring (1) within the scope of the person's duties as a board member, or within the scope of that person's duties as an officer acting in official capacity; (2) in good faith; (3) in a manner that the person believes to be in the best interest of the Foundation; and (4) in the exercise of his/her policy making judgement.

The Foundation shall always maintain an insurance policy of such type and amount as may be required at that time by section 5047.5 of the California Nonprofit Public Benefit Corporation Law, or any successor provision, as a condition of the immunity of directors from liability.

Section 3.8 VACANCIES. A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation, or removal of any Director, or if the authorized number of Directors is increased. Any Director may resign at any time by giving written notice to the Chair, the Secretary, or the full Board and such resignation shall take effect at the time specified in such notice or, if no time is specified, at the time of acceptance by the Chair.

Any Director may be removed from the Board by a majority of votes cast by the Board at a meeting at which a quorum is present.

Any vacancy occurring in the Board of Directors for any reason may be filled by the affirmative vote of a majority of the remaining Directors even if less than a quorum. Each Director so elected shall hold office until the expiration of the term of the replaced Director and until such a successor has been selected and qualified.

Section 3.9 PLACE OF MEETING. Meetings of the Board shall be held at any place within or without the State of California, which has been designated from time to time by resolution of the Board or by written consent of a majority of the members of the Board, or by the Executive Committee. In the absence of such designation, meetings shall be held at the principal office of the Foundation.

Section 3.10 ANNUAL MEETING. The Board shall hold an annual meeting for the purpose of organization, election of Directors and officers, and the transaction of other business. The annual meeting of the Board shall be held on a date selected by resolution of the Board or the Executive Committee no later than June 1 with date, time and place to be determined at least two (2) months in advance.

Section 3.11 REGULAR MEETINGS. Regular meetings of the Board shall be held at least quarterly, in accordance with a schedule set at the beginning of each fiscal year by the Executive Committee and approved by the Board. Meetings shall be open to the college community who may participate in discussion but may not vote on action items.

Section 3.12 SPECIAL MEETINGS. Special meetings of the Board for any purpose may be called at any time by the Chair, the Secretary, the Executive Director or any three directors. Notice of a special meeting shall include a statement of the purpose of the meeting.

Section 3.13 NOTICE OF THE REGULAR MEETINGS. Directors shall be given no less than five (5) working days' notice by first class mail, fax or e-mail. Any notice shall be addressed or delivered to each Director at such Director's address as it is shown upon the records of the corporation by the Director for the purposes of notices.

Notice of meetings shall specify the place, day and time of the meeting being called.

Section 3.14 QUORUM. One third of the number of Directors in office shall constitute a quorum of the Board for the transaction of business. 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 shall be regarded as the act of the Board, unless a greater number is required by law or by the Articles of Incorporation. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action is approved by at least a majority of the required quorum for such a meeting.

Section 3.15 RIGHTS OF INSPECTION. Every Director shall have absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation.

Section 3.16 PROXY VOTING. A Director unable to attend a meeting may submit a vote by proxy to the Secretary of the Board in writing delivered by mail, e-mail or fax before the meeting.

ARTICLE IV - OFFICERS
Section 4.1 OFFICERS. The officers of the Foundation shall be Chair, Vice Chair, and any additional Vice Chairs as determined by the Board, a Secretary, a Treasurer, and the immediate past Chair. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve concurrently as the President. All officers shall be members of the board.

Section 4.2 ELECTION AND TERM OF OFFICE. The officers of the Foundation shall be elected, for a term of one year effective July 1 of each year, or until a successor shall be duly elected, or until death, resignation, or removal.

Section 4.3 VACANCIES. Any officer may resign at any time by giving written notice to the Board Chair or Secretary. Such resignation shall take effect at the time specified in such notice. A vacancy in any office, however occurring, shall be filled in the manner prescribed in these By-laws for regular election.

Section 4.4 REMOVAL OF OFFICERS. Any officer may be removed from the Board by a majority of votes cast by the Board at a meeting at which a quorum is present.

Section 4.5 CHAIR. The Chair of the Board shall preside over meetings of the Board of Directors, appoint chairs of the standing committees, and shall perform such duties as may be assigned in these By-laws or by action of the Board of Directors.

Section 4.6 VICE CHAIR. The Vice Chair of the Board shall perform the duties of the Chair in the event of the Chair's temporary absence, and shall have such other duties as the Chair or the Board may assign.

Section 4.7 SECRETARY. The Secretary of the Board shall keep a book of minutes of all meetings of the Board, shall ensure that notice required by these by-laws is given, and shall attend all meetings of the board to keep a record of all proceedings. The Secretary shall keep or cause to be kept, at the principal office in the State of California, the original or a copy of the corporation's Articles and By-laws, as amended to date. The Secretary may perform any other duties incident to the office of the Secretary or assigned by the President of the Board. The Secretary shall be a member of the By-laws Committee.

Section 4.8 TREASURER. The Treasurer of the Board shall provide oversight of the Foundation's financial functions, shall work with staff to ensure that the Board is receiving appropriate financial reports, and shall be available to consult with staff regarding the Foundation's finances. The Treasurer shall also be a member of the Audit Committee and the Investment and Budget Committee.

Section 4.9 IMMEDIATE PAST CHAIR. The immediate past Chair shall serve as a member of the Executive Committee.

ARTICLE V - EXECUTIVE DIRECTOR
Section 5.1 EXECUTIVE DIRECTOR. There shall be an Executive Director of the Foundation, unless otherwise determined by a majority vote of the Board of Directors.

Section 5.2 GENERAL DUTIES OF THE EXECUTIVE DIRECTOR. The Executive Director shall be appointed by the Board of Directors of the Foundation and serves at the pleasure of the Board. The Executive Director is the chief executive officer of the Foundation and has, subject to the control of the Board, general supervision, direction, and control of the business of the Foundation. The Executive Director serves as a member of the Board and the Executive Committee without voting power and shall not be counted in determining the total number of authorized Directors.

Section 5.3 COMPENSATION. The compensation of the Executive Director shall be fixed from time to time by the Board of Directors.

ARTICLE VI - COMMITTEES OF THE BOARD
Section 6.1 EXECUTIVE COMMITTEE. The Foundation shall have an Executive Committee, which will be composed of the officers of the Board.

Subject to such limitations as may be imposed by the Board, the Executive committee shall be possessed of all the powers of the Board of Directors, except those which the California Nonprofit Public Benefit Corporation Law, or other applicable law, specifically reserve to the full Board. The powers specifically reserved by law to the full Board are:

The filing of vacancies on the Board or any committee;
The amendment or repeal of By-laws or the adoption of new By-laws;
The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;
The appointment of other committees of the Board or members thereof;
The approval of any self-dealing transaction, except as specifically provided by section 5233(a) of the California Nonprofit Public Benefit Corporation Law.
Section 6.2 STANDING COMMITTEES. A Standing Committee shall be comprised of Directors and shall have the authority to act on behalf of the Board, to the extent and within limitations specified in the resolution or charter adopted by the Board for that committee. Standing Committees may ask persons other than the Directors to attend their meetings, advise their committee, or assist in any manner, so long as such other persons shall not have voting rights. Minutes or a report of each Committee's meetings or actions shall be presented at each regular meeting of the Board. The following shall be Standing Committees:

Audit Committee. The Audit Committee shall meet at least once a year to recommend the appointment of independent auditors, reviewing the audit report and management letter, and consulting with the independent auditors with regard to the adequacy of internal controls.
Investment and Budget Committee. The Investment and Budget Committee shall develop financing plans for the future of the Foundation, watch cash flow, and in general seek to assure the financial health of the organization. The committee shall oversee the investments of the organization to be sure that its endowment and other income are wisely and prudently invested, and that the terms of any restrictions on funds or endowments are recognized. The committee shall provide cost projections for the programs and goals of the organization on a regular basis.
Nominating Committee. The Nominating Committee shalldetermine criteria for selection of Board Directors and Officers, and shall recommend to the full Board, individuals to serve on the Board. It is the function of its members to review the background of potential candidates and to approach and interview them for candidacy. The nominating committee shall also recommend Directors for officers as listed in Article IV.
Development/Fundraising Committee. The Development/Fundraising Committee exists to provide oversight, policy and direction to the Board and staff in areas of marketing, fundraising and public relations. The committee is charged with ensuring a coordinated approach to all the corporation's outreach, fundraising and development activities.
Scholarship Committee. The Scholarship Committee provides oversight, policy and direction to the distribution of scholarship monies on an annual basis. The committee is charged with ensuring a coordinated and consistent approach to all of the corporation's individual account record keeping and distribution activities.
Planned Giving Committee. The Planned Giving Committee is responsible for all policies and procedures involving bequests and planned gifts and to assist the Executive Director in identifying and cultivating planned giving donors.
Section 6.3 ADVISORY COMMITTEES. Advisory committees may be created by the Board from time to time. Only a member of the Board may chair an advisory committee. Membership shall include Directors, and may include members of the college community and other interested persons.

Planning Committee. This committee shall be concerned with the organization's overall mission, long-term objectives and key organizational strategies and structure. The committee shall consider the introduction of new projects and programs, and reviews the long-term needs of the Foundation and City College.
Alumni Organizing Committee. This committee shall work with the Admissions office to identify recent and past City College alumni with the goal of establishing an independent Los Angeles City College Alumni Organization with its own By-laws and membership.
Section 6.4 COMMITTEE PROCEDURES. The President shall serve as the Chair of the Executive Committee. The President shall appoint the chair of all committees. In the absence of direction by the Board, each committee shall have the power to prescribe the manner in which its proceedings shall be conducted.

ARTICLE VII - INDEMNIFICATION OF DIRECTORS AND OFFICERS
Any Director or Officer, or former Director or Officer of this Foundation and his/her heirs, executors, and administrators, shall be indemnified by this Foundation against all costs and expenses actually and necessarily incurred by or imposed upon such Director or Officer or his/her estate in connection with or resulting from any action, suit or proceeding, civil or criminal by reason of being or having been such a Director or Officer of the Foundation, except in relation to matters as to which he/she shall be judged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of such duty. The costs and expenses against which any such Director or Officer shall be so indemnified shall be those actually paid for which liability is actually incurred, irrespective of whether such costs or expenses are taxable costs as defined or allowed by statue or rule of court.

A Director or Officer shall not be deemed to have been derelict or negligent in the performance of his duty as a Director or Officer as to any matter wherein he relied upon the opinion or advice of legal counsel selected by the Board of Directors. The rights of indemnification shall be in addition to any other rights with respect to any such costs and expenses to which such Director or Officer may otherwise be entitled against the Foundation or any other person.

ARTICLE VIII - CONFLICT OF INTEREST
Section 8.1 CONFLICT DEFINED. A conflict of interest may exist when the interest or activities of any Director, Officer or staff member may be seen as competing with the interests or activities of this Foundation, or the Director, Officer or staff member derives a financial or other material gain as a result of a direct or indirect relationship. When there is doubt as to whether a conflict of interest exists, the matter shall be resolved by a vote of the Board of Directors or its committee, excluding the person concerning whose situation the doubt has arisen.

Section 8.2 DISCLOSURE REQUIRED. Any possible conflict of interest shall be disclosed to the Board of Directors by the person concerned.

Section 8.3 ABSTINENCE FROM VOTE. When any conflict of interest is relevant to a matter requiring action by the Board of Directors, the interested person shall call it to the attention of the Board of Directors or its appropriate committee and such person shall not vote on the matter; provided however, any Director disclosing a possible conflict of interest may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof.

Section 8.4 ABSENCE FROM DISCUSSION. Unless requested to remain present during the meeting, the person having the conflict shall retire from the room in which the board or its committee is meeting and shall not participate in the final deliberation or discussion regarding the matter under consideration. However, that person shall provide the Board or committee with any and all relevant information.

Section 8.5 MINUTES. The minutes of the meeting of the board or the committee shall reflect that the conflict of interest was disclosed and that the interested person was not present during final discussion or vote and did not vote.

Section 8.6 ANNUAL REVIEW. A copy of this conflict of interest by-law shall be furnished each Director, Officer and senior staff member who is presently serving the Foundation, or who may hereafter become associated with the Foundation. This policy shall be reviewed annually for the information and guidance of Directors, Officers and staff members. Any new Directors, Officers or staff members shall be advised of this policy undertaking the duties of such office.

ARTICLE IX - RULES AND REGULATIONS
Section 9.1 FOUNDATION RECORDS. The Foundation shall keep correct and complete books and records of account and financial statements, and shall also keep minutes of the proceedings of its Board of Directors and committees at its principal office in the State of California. All books and records of the Foundation may be inspected by any Director or Officer for any proper purpose at any reasonable time.

A copy of the Foundation's Articles of Incorporation and By-laws as amended to date shall also be kept at the principal office.

Section 9.2 CORPORATE SEAL. The Board of Directors may adopt, use and, at will, alter a corporate seal. Such seal shall be kept at the principal office of the Foundation. Failure to affix the seal to the corporate instruments, however, shall not affect the validity of any such instrument.

Section 9.3 FISCAL YEAR AND AUDIT. The fiscal year of the Foundation shall be January 1 through December 31, inclusive. After the close of each fiscal year of the Foundation, financial transactions of the Foundation for the preceding year shall be audited by certified public accountants, as directed by the Board of Directors, and a report of the audit shall be made to the Board of Directors within a reasonable period of time after the close of the fiscal year.

Section 9.4 DESIGNATED CONTRIBUTIONS. The Officers of the Foundation may accept on its behalf, in accordance with the policies and procedures set by the Board of Directors, any designated contribution, grant, bequest consistent with its general tax-exempt purposes, as set forth in the corporation's Articles of Incorporation.

Section 9.5 CONTRACTS. The Board of Directors, except as otherwise provided by these By-laws, may by resolution, authorize any officer or the Executive Director of the Foundation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer or employee shall have any power or authority to bind the Foundation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 9.6 MANAGEMENT OF FUNDS AND INVESTMENTS. All funds of the Foundation shall be deposited in such banks, trust companies, or other depositories as the Board of Directors may select and shall be managed according to the Investment Policy and Guidelines approved by the Board.

Section 9.7 CALIFORNIA NONPROFIT CORPORATION LAW. Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the General Provisions of the California Nonprofit Corporation Law and in the California Nonpublic Benefit Corporation law shall govern the construction of these By-laws.

Section 9.10 ORDER OF BUSINESS. The parliamentary rules in the most recent edition of Robert's Rules of Order shall govern all deliberations when not in conflict with these By-laws. The order of business may be altered or suspended at any meeting by a majority of votes cast by the members present.

ARTICLE X - AMENDMENTS
Section 10.1 AMENDMENTS. These By-laws may be amended, repealed or modified, and new Bylaws adopted, by a two-thirds (2/3) vote of the Board of Directors.

Notice of the proposed amendment shall be submitted in writing to the Secretary of the Foundation no less than twenty (20) working days before the meeting at which the amendment shall be discussed. The Secretary shall mail copies of the proposed amendment to each Director not less than ten (10) working days prior to such meeting.

{End of By-Laws}

CERTIFICATE OF SECRETARY
The undersigned certifies that [s]he is the Secretary of the Los Angels City College Foundation, a California nonprofit corporation, and that, as such, [s]he is authorized to execute this certificate on behalf of the Foundation, and further certifies that the forgoing By-laws consisting of eleven (11) pages constitute the By-laws of the Foundation as duly adopted by the Board of Directors on March 11, 2000.

This shall certify that the original By-laws and their amendments are abandoned and replaced entirely by the Articles of Incorporation and these By-laws.

IN WITNESS WHEREOF, I have hereunto subscribe my name and affixed the seal of said corporation this___________day of_______________, 2000.

____________________ (date) (name of Secretary) [seal]

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ARTICLES OF INCORPORATION
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