Palms to Pines Parasports Bylaws

ARTICLE II.

CORPORATE PURPOSE

Section 1.

Nonprofit Purpose

This corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 2.

Specific Purpose

Palms to Pines Parasports will provide athletic opportunities for people with physical and cognitive disabilities creating a more inclusive society. We strive to instill a lifelong passion for wellness, assisting athletes to realize their full potential. The specific goals and purpose of this Corporation shall be:

• Deliver a broad array of adaptive sports and activities;

• Create greater awareness of the capabilities of people with physical and cognitive disabilities through outreach and support;

• Enable people with physical and cognitive disabilities to achieve and lead a fulfilling life;

• Serve as a clearinghouse for information/resources; and

• Provide programs to introduce athletes to sports and wellness, assisting in accessing resources to participate.

ARTICLE IV.

BOARD OF DIRECTORS

Section 1.

General Powers

This Corporation shall be managed by its Board of Directors. Subject to the provisions of the California Nonprofit Public Benefit Corporation law and any limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken the activities and affairs of this Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board of Directors shall have the authority to establish and define non-voting categories of membership.

Section 2.

Number, Tenure, Requirements, Qualifications and Restrictions

The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no less than five (5) nor more than fifteen (15) including the following officers: President, the Executive Vice-President, the Secretary, and the Treasurer. The Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All Directors and Advisory Council members must be approved by a majority vote of the Directors present and voting. No vote to add new Directors or members of the Advisory Council, shall be held unless a quorum of the Board of Directors is present as provided in Section 6 of this Article. No two individuals related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Board of Directors at the same time. Each Director shall at all times be in a category of non-voting members of this Corporation as set forth in Section 1 of this Article, whose membership dues are paid in full, and shall hold office for up to a three-year term as submitted by the nominations committee. A newly elected Director who has never served on the Board shall be limited to an initial one-year term. At the conclusion of the initial one-year term, a Director may serve an additional 1-3 year term. Directors’ terms shall be staggered so that at the time of each annual meeting, the terms of approximately one-third (1/3) of the Directors shall expire. Each Director shall attend at least 75% of the meetings of the Board each fiscal year. Each Director shall contribute at least one hundred dollars ($100) to the Corporation annually, all or part of which may come from the tax deductible value paid for or solicited by the Director, and received by the Corporation. No contribution credit shall be given for in-kind donations. Provided, however, that the $100 cash requirement for a Director who joins after the beginning of the fiscal year for his or her initial one-year term shall be prorated accordingly. 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 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.

Section 3.

Regular and Annual Meetings

An annual meeting of the Board of Directors shall be held at a time and day in the month of July of each calendar year and at a location designated by the Executive Committee of the Board of Directors. The Board of Directors may provide by resolution the time and place, for the holding of regular meetings of the Board. Notice of these meetings shall be sent to all members of the Board of Directors no less than seven (7) days, prior to the meeting date. Any meeting, regular or special, may be held by conference telephone, electronic video screen communication, or other communications equipment. Participation in a meeting through use of conference telephone constitutes presence in person at that meeting so long as all Directors participating in the meeting are able to hear one another. Participation in a meeting through use of electronic video screen communication or other communications equipment (other than conference telephone) constitutes presence in person at that meeting if all of the following apply: a) Each Director participating in the meeting can communicate with all of the other Directors concurrently; b) Each Director is provided the means of participating in all matters before the Board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by this Corporation; and c) This Corporation adopts and implements some means of verifying (1) that all persons participating in the meeting are Directors of this Corporation or are otherwise entitled to participate in the meeting, and (2) that all actions of, or votes by, the Board are taken and cast only by Directors and not by persons who are not Directors.

Section 4.

Special Meetings

Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board called by them.

Section 5.

Notice

Notice of any special meeting of the Board of Directors shall be given at least seven (7) days in advance of the meeting by telephone, facsimile or electronic methods or by written notice. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.

Section 6.

Quorum

The presence of a majority of current Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number of Directors is required by law or by these bylaws.

Section 7.

Forfeiture

Any Director who fails to fulfill any of his or her requirements as set forth in Section 2 of this Article by December 1st shall automatically forfeit his or her seat on the Board. The Secretary shall notify the Director in writing that his or her seat has been declared vacant, and the Board of Directors may immediately proceed to fill the vacancy. Directors who are removed for failure to meet any or all of the requirements of Section 2 of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 14 of this Article in these by-laws.

Section 8.

Vacancies

Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining Directors at a regular meeting. Vacancies may be created and filled according to specific methods approved by the Board of Directors.

Section 9.

Compensation

Directors shall not receive any compensation for their services as Directors.

Section 10.

Informal Action by Directors

Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by at least two-thirds (2/3) of all of the Directors following notice of the intended action to all Directors.

Section 11.

Confidentiality

Directors shall not discuss or disclose information about the Corporation or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Corporation’s purposes, or can reasonably be expected to benefit the Corporation. Directors shall use discretion and good business judgment in discussing the affairs of the Corporation with third parties. Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the Corporation, including but not limited to accounts on deposit in financial institutions. Each Director (and staff) shall execute a confidentiality agreement consistent herewith upon being voted onto and accepting appointment to the Board of Directors.

Section 12.

Advisory Council

An Advisory Council may be created whose members shall be elected by the Directors annually but who shall have no duties, voting privileges, nor obligations for attendance at regular meetings of the Board. Advisory Council members may attend said meetings at the invitation of a Director. Members of the Advisory Council shall possess the desire to serve the community and support the work of the Corporation by providing expertise and professional knowledge. Members of the Advisory Council shall comply with the confidentiality policy set forth herein and shall sign a confidentiality agreement upon accepting appointment to the Advisory Council.

Section 13.

Parliamentary Procedure

Any question concerning parliamentary procedure at meetings shall be determined by the President by reference to Robert’s Rules of Order.

Section 14.

Removal.

Any Director or member of the Advisory Council may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the Directors, if in their judgment the best interest of the Corporation would be served. Each Director must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office. Directors who are removed for failure to meet the minimum requirements in Section 2 of this Article in these bylaws automatically forfeit their positions on the Board pursuant to Section 7 of this Article, and are not entitled to the removal procedure outlined in Section 14 of this Article.

ARTICLE VII.

COMMITTEES

Section 1.

Committee Formation

The Board may create committees as needed, such as fundraising, marketing, data collection, etc. The Board chair appoints all committee chairs.

Section 2.

Executive Committee

The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, and is subject to the direction and control of the full board.

Section 3.

Finance Committee

The treasurer is the chair of the Finance Committee, which includes three other Directors. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other Directors. The Board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall start on July 1 and run through June 30. Annual reports are required to be submitted to the Board showing income, expenditures, and pending income. The financial records of the Corporation are public information and shall be made available to the Directors and the public.

ARTICLE IX.

CORPORATE STAFF

Section 1.

Executive Director

The Board of Directors may hire an Executive Director who shall serve at the will of the Board. The Executive Director shall have immediate and overall supervision of the operations of the Corporation, and shall direct the day-to-day business of the Corporation, maintain the properties of the Corporation, hire, discharge, and determine the salaries and other compensation of all staff members under the Executive Director’s supervision, and perform such additional duties as may be directed by the Executive Committee or the Board of Directors. (The Executive Director shall work with the Executive Committee in matters of salaries and compensation). No officer, Executive Committee member or member of the Board of Directors may individually instruct the Executive Director or any other employee. The Executive Director shall make such reports at the Board and Executive Committee meetings as shall be required by the President or the Board. The Executive Director shall be an ad-hoc member of all committees. The Executive Director shall not be related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity to any member of the Board of Directors or Advisory Council. The Executive Director may be hired at any meeting of the Board of Directors by a majority vote and shall serve until removed by the Board of Directors upon an affirmative vote of three-quarters (3/4) of the Directors present at any meeting of the Board Directors. Such removal may be with or without cause. Nothing herein shall confer any compensation or other rights on any Executive Director, who shall remain an employee terminable at will, as provided in this Section.

ARTICLE XI.

INDEMNIFICATION

Section 1.

General

To the full extent authorized under the laws of the State of California, this Corporation shall indemnify any Director, Officer, employee, or agent, or former Director, Officer, employee, or agent of this Corporation, or any person who may have served at this Corporation’s request as a director or officer of another corporation (each of the foregoing Directors, Officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such Director, Officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.

Section 2.

Expenses

Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.

Section 3.

Insurance

This Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not this Corporation would have the power or obligation to indemnify such person against such liability under this Article.

ARTICLE XIII.

AMENDMENTS

Section 1.

Articles of Incorporation

The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each Director at least three (3) days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. All amendments of the Articles shall require the affirmative vote of a majority of Directors then in office.

Section 2.

Bylaws

The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be affected thereby shall be given to each Director within the time and the manner provided for the giving of notice of meetings of Directors.