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14271 Story Road • San Jose, CA 95127 • (408) 729-2281 • FAX (408) 532-1462
LATINO COLLEGE PREPARATORY ACADEMY
NHUF Board
Bylaws and Policies
2014-2015
AMENDED BYLAWS OF
THE NHU FOUNDATION
ARTICLE I OFFICES
Section 1.01. Principal Office. The principal office of the corporation for the transaction of its business is located at 14271 Story Rd., San Jose, Santa Clara
County, California. The Board of Trustees shall have the power to change the principal office
from one location to another. Any such change shall be noted on the bylaws opposite this
section, or this section may be amended to state a new location .
Section 1.02. Other offices. The corporation may also have offices at such other places
within or without the State of California where it is qualified to do business, as its business
may require and as the Board of Trustees may from time to time designate .
ARTICLE II MEMBERS
Section 2.01. The corporation shall have no members. Any action which would
otherwise require approval by or vote of the members, shall require only approval of the
Trustees. All rights which, under applicable law, would otherwise vest in the members, shall
vest in the Trustees.
Section 2.02 . Notwithstanding any other provision of this article, if any statute or rule
of law, shall, at any time, require this corporation to have members ,
then the individuals who, for the time being are the Trustees of this corporation,
are members of this corporation and shall exercise all the rights and powers of
members thereof.
ARTICLE III
TRUSTEES
Section 3.01. Powers. Subject to limitations of the Articles and of these
Bylaws, the activities, affairs and property of the corporation shall be managed,
directed and controlled, and its powers exercised by, and vested in, the Board of
Trustees. The Board may delegate the management of the activities of the
corporation to any person or persons, provided that said activities shall be
managed and all powers exercised under the ultimate control of the Board.
Section 3.02. Number. Election. Term. The Board of Trustees shall consist of
not less than seven nor more than thirteen persons who shall be elected at each
second annual meeting, by a plurality vote of the Trustees in office immediately
prior to the annual meeting of the Trustees. The exact number of Trustees shall be
fixed from time to time by resolution of the Board of Trustees adopted at a meeting
of the Board upon seven (7) days' written notice. Until changed by action of the
Board of Trustees, the number of Trustees shall be nine (9). Each elected Trustee
shall take office upon election and shall hold office until the next annual meeting
scheduled for the election of Trustees, and until a successor has been elected and
qualified.
Section 3.03. Resignation. Any Trustee may resign at any time by delivering a
written resignation to the Chairman of this Board, the President, or the Secretary of
the corporation.
Section 3.04. Removal. Any Trustee may be removed with or without cause
at any time by the affirmative vote of a majority of the Trustees of the corporation
present at a meeting of the Board, the notice of which shall have specified the
proposed removal. This section may be amended or repealed only by vote of a
majority of all Trustees of the corporation at a meeting of the Board .
Section 3.05. Vacancies . Whenever the number of Trustees shall for any
reason be less than the authorized number, the vacancy may be filled by a
majority of the remaining Trustees, though less than a quorum, or by a sole
remaining Trustee, and each such Trustee so appointed or designated shall hold
office for the remainder of the term so vacated .
Section 3.06. Annual Meeting. The annual meeting of the Board of Trustees
shall be held on such day in December each year , at such time, and at such place as
are set forth in the notice of annual meeting, said notice to be mailed to all
members of the Board of Trustees not less than thirty days prior to the date set for
such annual meeting .
Section 3.07. Regular Meeting. Regular meetings of the Board shall be held
without call or notice at such times and places as may be fixed by resolution of
the Board.
Section 3.08. Special Meetings . Special meetings of the Board of Trustees
may be called by the Chairman of the Board, the President, or Vice President and
must be called by any of them on any written request of any two (2) Trustees.
Section 3.09. Notice of Meetings. Notice of all meetings of the Trustees,
except as herein otherwise provided, shall be given by mailing the same at least five
(7) days before the meeting to the usual business or residence address of the
Trustees but such notice may be waived by any Trustees. Each such notice shall
state the general business to be transacted, the day, time, and place of such
meetings, and, in the case of special meetings, by whose request it was called. The
annual meeting and any regularly scheduled meetings of the Board of Trustees may
be held without notice. Any business may be transacted at any regularly called
meeting of the Trustees.
Section 3.I0. Quorum. At all meetings of the Board of Trustees the
presence of five (5) Trustees shall be necessary and sufficient to constitute a
quorum for the transaction of business. A meeting at which a quorum is initially
present may continue to transact business notwithstanding the withdrawal of
Trustees, if any action taken is approved by at least a majority of the required
quorum for such meeting.
Section 3.I I. Voting
(a) At all meetings of the Board of Trustees, except as otherwise
expressly required by rule oflaw, statue or these Bylaws, all
matters shall be decided by the vote of a majority of the Trustees
present at the meeting at which a quorum is present, and every
act or decision done or made by a majority of the Trustees
present at such meeting is the act of the Board.
(b) Members of the Board may participate in a meeting through the
use of conference telephones or similar communication
equipment, so long as all members participating in such meeting
can hear one another.
Section 3.12. Action by Board of Trustees Without a Meeting. Any action
required or permitted to be taken by the Board of Trustees may be taken without a
meeting if all of the Trustees shall individually or collectively consent in writing to
the action. The written consent or consents shall be filed with the minutes of the
proceedings of the Board, and the action taken shall have the same force and effect
as an unanimous vote of the Trustees.
ARTICLE IV
COMMITTEES
Section 4.01. Designation. There is hereby established an Executive
Committee.
Section 4.02. Number. Qualification. Terms The Executive Committee
shall consist of three (3) Trustees, one of whom shall be the Chairman of the
Board , and one of whom shall be the general counsel (provided that the general
counsel is a Trustee). The Executive Committee shall meet monthly . Executive
Committee meetings shall be attended by the President, The Treasurer and such
other officers and employees as the Executive Committee requests.
Section 4.03. Authority. The Executive Committee shall have and may
exercise all of the authority of the Board of Trustees in the management of the
business and affairs of the corporation, including authority over the use of the
corporate seal. However, the Executive Committee shall not have the authority of
the Board in reference to:
s
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g) The approval of any action for which the California Non-‐Profit
Public Benefit Corporation Law also requires approval of the
members or approval of a majority of all members;
h) Amending the Articles of the Incorporation;
i) Approving a plan of merger or consolidation;
j) Approving the sale, lease or exchange of all or substantially all of
the property and assets of the corporation otherwise than in the
usual and regular course of its business;
k) Approving a voluntary dissolution of the corporation or a
revocation thereof;
f) Amending, altering, or repealing these Bylaws or adopting new
Bylaws;
a) Filling vacancies in or removing members of the Board of Trustees
or of any committee appointed by the Board of Trustees.
b) Fixing the compensation of any member of such committee;
c) The approval of any self-‐dealing transaction, as said transactions
are defined in Section 5233(a) of the California Non-‐Profit Public
Benefits Corporation Law, except to the extent permitted by
Section 5233(d)(3).
Section 4.04. Change in Number. The number of Executive Committee
members may be increased or decreased from time to time by resolution adopted
by a majority of the whole Board of Trustees.
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Section 4.05. Removal. Any member of the Executive Committee may be
removed by the Board of Trustees by the affirmative vote of a majority of the whole
Board, whenever in its judgment the best interests of the corporation will be
served thereby.
Section 4.06. Other Committees. The Board of Trustees from time to time
may establish other committees, and advisory committees which shall have such
duties and the members of which shall hold offices for such periods as the Board of
Trustees from time to time may determine . The rules of procedure of such
committees, shall be determined from time to time by the Board of Trustees, or, if
authorized by the Board of Trustees, by the respective committees. Any such
committee may be abolished or any member thereof removed, with or without
cause, at any time by the Board of Trustees.
Section 4.07 . Term of Office . Each member of the Executive Committee and
any other committee established pursuant to the Bylaws shall serve until the next
annual meeting of the Board of Trustees at which Trustees are to be elected, and
until a successor is appointed, unless the committee shall be abolished, or unless
such member shall be removed, or unless such member shall cease to qualify as a
member thereof.
Section 4.08. Vacancies. A vacancy occurring in the Executive Committee
or any other committee (by death, resignation, removal or otherwise) may be filled
by the Board of Trustees in the manner provided for original designation in Bylaw
Sections 4.01 and 4.06.
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Section 4.09. Notice of Meetings. Written notice , including time and place,
of all committee meetings shall be given by the Committee Chairperson to the
members thereof at least four (4) days prior to such meetings . No notice need be
given of any regularly scheduled meetings . Each committee shall keep regular
minutes of its proceedings, and shall report briefly on its activities at each Board of
Trustees ' meeting.
Section 4.10. Quorum : Majority Vote. At meetings of the Executive
Committee, three (3) members shall constitute a quorum for the transaction of
business. The act of a majority of the members present at any meeting at which a
quorum is present shall be the act of such committee, except as otherwise
specifically provided by statute, the Articles oflncorporation , or these Bylaws. Ifa
quorum is not present at a meeting of the Executive Committee or any other
committee, the members present may adjourn the meeting from time to time,
without notice other than an announcement at the meeting, until a quorum is
present.
Section 4.11. Executive Committee Rules . Subject to these Bylaws, the
Executive Committee shall make its own rules for the conduct of its committee
meetings .
ARTICLE V OFFICERS
Section 5.01. Titles and Qualifications. The officers of the corporation shall
consist of a Chair of the Board, a Vice-‐Chair, a President , a Secretary, a Treasurer,
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and such other officers as the board has heretofore designated or may, from time
to time, designate . Any person may hold any two or more offices of the
corporation
except that neither the Secretary nor Treasurer may serve concurrently as Chair of
the Board .
Section 5.02. Appointment and Term of Office. The officers of the
corporation shall be appointed every two years by the Board of Trustees at the
annual meeting at which trustees are elected. Unless an officer resigns , dies or is
removed prior thereto, he or she shall hold office until his or her successor has
been chosen and qualified.
Section 5.03. Resignation . Any officer may resign at any time by delivering
a written resignation to the Chair of the Board , the President, or the Secretary . The
acceptance of any such resignation , unless required by the terms thereof, shall not
be necessary to make the same effective.
Section 5.04. Removal. Any officer may be removed at any time, with or
without cause, by absolute majority vote of the Trustees at a duly held meeting of
the Board, a quorum being assembled. Proper notice specifying the proposed
removal shall be given prior to any meeting of the Board of Trustees at which such
removal shall be considered .
Section 5.05. Vacancies Any vacancy in an office may be filled by the Board
of Trustees.
Section 5.06 Chair of the Board. The Chair of the Board shall preside at all
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meetings of the Board of Trustees of the corporation , and shall have such other
powers and duties not inconsistent with these Bylaws as may be assigned from
time to time by the Board of Trustees. The senior Vice-‐Chair of the Board shall
possess the powers and discharge the duties of the Chairman of the Board in the
latter's absence or disability.
Section 5.07 The President. The President shall be the Chief Executive
Officer of the corporation, shall exercise general and active management of he
business of the corporation, shall report to and advise the Board of Trustees on all
significant matters of the corporation's business, including contracts obligating the
corporation to expend funds, and shall see that all orders and resolutions of the
Board of Trustees are carried into effect. The President shall have the general
powers and duties of management usually vested in a President of a corporation
and shall have such other powers and duties not inconsistent with these Bylaws as
may be assigned to him or her from time to time by the Board of Trustees. The
President shall (1) Report all material transactions and contracts to the Board and
the Executive Committee; (2) Attend all meetings of the Board of Trustees and the
Executive Committee; (3) Execute all material business transactions made in the
name of the corporation and approved by the Board; and (4) Hire and discharge all
employees of the corporation in accordance with the corporation's Personnel
Policies and Procedures: (5) in accordance with the corporation's duly adopted
personnel policies, set the salaries of corporation employees other than Board
elected officers.
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If, at any time, there is no President, the powers and authority of the President
shall be exercised by the Chair of the Board, or such officer as the Board designates
.
Section 5.08. Vice-‐Chair. In the absence or disability of the chair, the vice
chair shall perform all of the duties of the chair, and, when so acting, shall have all of
the powers of, and be subject to all of the restrictions upon, the Chair.
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Section 5.09. Additional Vice Chairs. The Board of Trustees may designate
one or more additional vice-‐chairs and may specify the order of seniority of such
vice-‐chairs. The vice-‐chairs shall perform such duties and have such powers as the
Board of Trustees may, from time to time, prescribe.
Section 5.10 The Secretary. The Secretary shall have the general powers
and duties usually vested in a secretary of a corporation and shall have such other
powers and duties not inconsistent with these Bylaws as may be assigned to him or
her from time to time by the Board of Trustees or the Chairman. The Secretary
shall
(1) be custodian of all records, documents, and the seal of the Corporation, which
are to be kept at the principal office of the corporation; (2) affix the corporate seal
to any instrument requiring it and attest the same by his or her signature when
authorized
by the Board of Trustees or when such instrument shall first have been signed by
the Chair, the President, to other duly authorized officer or agent; (3) keep, or
cause to be kept, the minutes of the Board of Trustees' meetings, and the
executive and other committee meetings of the corporation, said minutes to be
kept in one or more books provided for that purpose; and (4) provide that proper
notices are given in
accordance with the provisions of these Bylaws. At any meeting of the Board or of
any committee at which the secretary is absent, the Chair or other presiding official
may appoint any person attending to act as secretary of the meeting.
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Section 5.I I. The Treasurer. The Treasurer shall be responsible for all funds
and securities of the corporation and shall have the general powers and duties usually
vested in the office of Treasurer of a corporation and shall have such other powers
and duties not inconsistent with these Bylaws as may be assigned to him or her from
time to time by the Board of Trustees or the Chairman , or the President , including
the powers and duties to (1) care for, receive and give receipt for monies due and
payable to the corporation ; (2) deposit all monies received in the name of the
corporation in such banks, trust companies or other depositories as from time to
time may be designated by the Board of Trustees; (3) have charge of the
disbursement of monies of the corporation in accordance with the directions of the
Board of Trustees,
the Chairman, or the President ; (4) enter or cause to be entered regularly in the
books to be kept by the Treasurer or under his or her direction for that purpose a
complete and correct account of all monies received and disbursed by the
corporation; (5) render a statement of the financial accounts of the corporation to
the Board of Trustees at such times as may be requested; (6) exhibit the books of
account of the corporation and all securities, vouchers, papers and documents of
the corporation in his or her custody to any member or designee of the Board of
Trustees upon request;
(5) submit a full financial report to the members of the corporation at the
annual membership meeting.
Section 5.12. Subordinate Officers. The Board may elect, and may
empower the President to appoint, such other officers as the business of the
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corporation may require , each of whom shall hold office for such period , have such
authority, and perform such duties as the Board may from time to time
determine.
Section 5.13. Records. There shall be maintained at the principal office of
the corporation all financial books and records of account, all minutes of the Board
of Trustees' meetings , membership meetings, and the Executive Committee and
other committee meetings of the corporation , the list of members , and copies of all
other material corporate records , books , documents and contracts shall be made
available for inspection at any reasonable time during usual business hours, (1) by any
member of the corporation, or duly authorized representative thereof , for any lawful
and proper purpose, and (2) by any Trustee of the corporation, or duly authorized
representative thereof, for any lawful purpose. Upon leaving office, each officer or
agent of the corporation shall tum over to his or her successor or the President, in
good order, such corporate monies, books, records, minutes, lists,
documents, contracts or other property of the corporation as have been in the
custody of such officer or agent during his or her term of office .
ARTICLE VI
DEPOSITS, CHECKS, LOANS, CONTRACTS
Section 6.01. Deposit of Funds. All funds of the corporation not otherwise
employed shall be deposited in such banks , trust companies, or other reliable
depositories as the Board of Trustees from time to time may determine .
Section 6.02. Checks. Etc. All checks, drafts, endorsements, notes and
evidence of indebtedness of the corporation shall be signed by such officers or
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agents of the corporation and in such manner as the Board of Trustees from time to
time may determine. Endorsements for deposits to the credit of the corporation
shall be made in such manner as the Board of Trustees from time to time may
determine.
Section 6.03. Loans No loans or advances shall be contracted on behalf of
the corporation, and no note or other evidence of indebtedness shall be issued in
its name, unless and except as authorized by the Board of Trustees. Any such
authorization shall relate to specific transactions, and may include authorization to
pledge, as security for loans or advances so authorized, any and all securities and
other personal property at any time held by the corporation.
Section 6.04. Contracts Subject to the provisions of applicable law, any
note, mortgage, evidence of indebtedness, contract, conveyance , or other
instrument in writing and any assignment or endorsement thereof executed or
entered into between the corporation and any other person or entity, when signed
by the Chair of the Board, the Vice Chair, the President or any Vice President and
the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer of
the corporation shall be valid and binding on the corporation in the absence of
actual knowledge on the part of the other person or entity that the signing officers
had no authority to execute
the same. Any such instruments may be signed by any other person or persons and
in such manner as from time to time shall be determined by the Board, and, unless
so authorized by the Board, no officer, agent, or employee shall have any power or
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authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or amount. The Board may, by
resolution duly adopted, authorize one or more of the officers, agents, and
employees of the corporation to enter into and sign contracts and instruments on
behalf of the corporation.
ARTICLE VII COMPENSATION OF
AND CONTRACTS
WITH TRUSTEES AND OFFICERS
Section 7.01. Compensation of Trustees and Officers. The Trustees of the
corporation shall serve as such without salary, but the Board of Trustees may
authorize the payment by the corporation of the reasonable expenses incurred by
the Trustees in the performance of their duties and of reasonable compensation
for special services rendered by any Trustees. The Board of Trustees shall fix the
salary or other compensation of the officers or other agents of the corporation .
Except as
provided in this section, no Trustee or officer of the corporation shall receive,
directly or indirectly , any salary, compensation or gift from the corporation.
Section 7.02. Contracts with Directors or Officers . No Trustee or officer of the corporation shall be interested , directly or indirectly , in any contract relating to
-‐·∙ ·∙-‐-‐-‐ -‐ the operations conducted by it, nor in any contract for furnishing services or supplies
to it, unless (1) such contract shall be authorized by an absolute majority of trustees
present and voting at a meeting at which the presence of such trustee is not
19
necessary to constitute a quorum and the vote of such trustee is not necessary for
such authorization , and (2) the facts and nature of such interest shall have been fully
disclosed or shown to the members of the Board of Trustees present at the meeting
at which such contract is so authorized.
Section 7.03. Loans to Trustees and Officers. No loans shall be made by the
corporation to its Trustees or officers. The Trustees of the corporation who vote for
or assent to the making of a loan to a Trustee or officer of the corporation, and any
officer or officers participating in the making of such a loan, shall be jointly and
severally liable to the corporation for the amount of such loan until the repayment
thereof.
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ARTICLE VIII INDEMNIFICATION OF
TRUSTEES AND OFFICERS
Section 8.01. Indemnification Any person (and the heirs, executors and
administrators of such person) made or threatened to be made a party to any
action, suit or proceeding by reason of the fact that he or she is or was a Trustee,
officer or employee of the corporation, shall be indemnified by the corporation
against any and all liability and the reasonable expenses, including attorneys' fees
and disbursements, incurred by him or her (or by his or her heirs, executors or
administrators) in connection with the defense or settlement of such action, suit or
proceeding, or in connection with any appearance therein, except in relation to
matters as to which it shall be adjudged in such action, suit or proceeding that such
trustee, officer or employee is liable for negligence or misconduct in the
performance of his or her duties. Such right of indemnification shall not be deemed
exclusive of any other
rights to which such trustee, officer or employee (or such heirs, executors or
administrators) may be entitled apart from this Article.
Section 8.02. Insurance and Other Indemnification The Board of Trustees
shall have the power to (1) purchase and maintain, at the corporation's expense,
insurance on behalf of the corporation, and on behalf of others to the extent that
power to do so has been or may be granted by statute, and (2) give other
indemnification to the extent permitted by law.
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ARTICLE IX AMENDMENT OF
BYLAWS
Section 9.01. Except as otherwise provided herein , these Bylaws maybe
altered, amended or repealed and new Bylaws may be adopted by an affirmative
vote of a majority of the Trustees presen. t at any regular or special meeting, a
quorum
being assembled, provided that written notice of such meeting, setting forth in
detail the proposed Bylaw revisions with explanations therefore, be given not less
than seven (7) days prior to such meeting.
ARTICLE X
MISCELLANEOUS
Section 10.01. Fiscal Year The fiscal year of the corporation shall begin on
July I of each year and shall end on the succeeding June 30.
Section 10.02. Construction Whenever the context so requires , the
masculine shall include the feminine and neuter, and the singular shall include the
plural, and conversely . Ifany portion of these Bylaws shall be invalid or inoperative ,
then so far as is reasonable and possible :
(a) The remainder of these Bylaws shall be considered valid and
operative, and
(b) Effect shall be given to the intent manifested by the portion held
invalid or inoperative.
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Section 10.03. Relation to Articles of Incorporation . These Bylaws are
subject to, and governed by, the Articles of Incorporation.
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ARTICLE XI
CORPORATE SEAL
Section 11.01. The Board of Trustees may adopt, use and at will alter a
Corporate Seal.
Section 11.02. The seal, if adopted, shall be affixed to all corporate
instruments , but failure to affix it shall not affect the validity of any such
instrument.
