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ARTICLES OF INCORPORATION OF SUNFLOWER
NON PROFIT FOUNDATION
I
The
name of this corporation is SUNFLOWER NON PROFIT FOUNDATION.
II
The
corporation is a nonprofit PUBLIC BENEFIT CORPORATION and is not
organized for the private gain of any person. It is organized under the
Nonprofit Public Benefit Corporation Law for public and charitable
purposes.
The specific purposes of this corporation are to educate and mentor
disadvantaged children.
III
The
name in the State of California of this corporation’s initial
agent for service of process is:
Seton
Corporate Services, Inc.
IV
This
corporation is organized and operated exclusively for charitable and
educational purposes within the meaning of Section 501(c) (3), Internal
Revenue Code.
No substantial part of the activities of this corporation shall consist
of carrying on propaganda, or otherwise attempting to influence
legislation and the corporation shall not participate or intervene in
any political campaign (including the publishing or distribution of
statements) on behalf on any candidate for public office.
V
The
property of this corporation is irrevocably dedicated to charitable
purposes and no part of the net income of assets of this corporation
shall ever inure to the benefit of any director, officer or member
thereof or to the benefit of any private person. Upon dissolution or
winding up of the corporation, its assets remaining after payment, or
provision for payment, of all debts and liabilities of this corporation
shall be distributed to a nonprofit fund, foundation, or corporation
which is organized and operated exclusively for charitable purposes and
which has established its tax exempt status under Section 501 (c)(3),
Internal Revenue Code.
DATED:
August 16, 2004
KENT E. SETON, Incorporator
BYLAWS
OF SUNFLOWER NON PROFIT FOUNDATION
ARTICLE
1: NAME AND LOCATION
1.1
NAME: The name of this Corporation is
SUNFLOWER
NON PROFIT FOUNDATION
(hereinafter referred to as "the Corporation")
1.2
PRINCIPAL OFFICES: The principal office of the Corporation shall be
located at:
917
Ogden Dr. South
Los Angeles, CA 90036
The
Corporation may also maintain offices at such other locations as the
Board of Directors may from time to time determine.
1.3
EFFECTIVE DATE OF ADOPTION OF BYLAWS: These bylaws shall be effective
as of the 30 day ofAugust, 2004.
ARTICLE
2: DURATION
The
duration of the Corporation shall be perpetual unless otherwise
provided for in the Articles.
ARTICLE
3: NONPROFIT PURPOSES
3.1
INCORPORATION OF SECTION 501 [c] [3] of I.R.C. PURPOSES: This
Corporation is organized exclusively for one or more of the tax exempt
purposes as specified in Section 501 [c] [3] of the Internal Revenue
Code. The Corporation shall not be organized or operated for profit and
no part of the net earnings of the Corporation shall inure to the
benefit of any person or entity.
3.2
EXCLUSIVE CORPORATE PURPOSES: The purposes of the Corporation shall be
subject to 3.1 above and subject to the express provisions of the
Articles of the Corporation.
ARTICLE
ARTICLE
4: MEMBERS
4.1
CLASSES OF MEMBERS: The Corporation may admit other persons or entities
to membership as provided in the Articles of the Corporation. Subject
to the provisions of the Articles of the Corporation, the initial
directors shall upon their acceptance be the sole members of the
Corporation with the right to vote on changes to the Articles of
Organization or bylaws. By acceptance, the directors shall be deemed to
adopt these By-Laws as the initial By-Laws of the Corporation.
4.2
ANNUAL MEETINGS: As the Board of Directors so determine in accordance
with the applicable state law, the Corporation shall hold an annual
meeting for the purpose of transacting such business as may properly
come before the meeting.
4.3
SPECIAL MEETINGS: Special meetings of the membership may be called on
notice at any time for a specified business purpose upon which such
members have the right to vote by the President or 1/3 of the Board of
Directors or by the written request of 25% of the members of the
Corporation entitled to vote thereon.
4.4
PLACE OF MEETINGS The Board of Directors may designate any location
within its state of incorporation as the place of meeting for any
annual meeting or any special meeting of the membership, or in the
absence of such designation, the meeting shall be held at the principal
office of the Corporation of the members (unless waived in writing by
all those entitled to vote thereon)
4.5
NOTICE OF MEETINGS; WAIVER OF NOTICE: Notice of any annual or any
special meeting, stating the purpose or purposes of the meeting, the
time, date and place where it is to be held, shall be sent by any
appropriate means of written communication not less than ten days nor
more than sixty days before the meeting to all members entitled to vote
thereat at their last known addresses (if any). Notice of any meeting
need not be given to any director or member who signed a waiver of
notice or a written consent to holding of such meeting, whether before
or after the meeting, or who attends the meeting without protesting, or
an approval of minutes thereof. All such waivers, consents and
approvals shall be filed with the corporate records or made a part of
the minutes of such meetings.
4.6
EFFECTIVE ACTION: Unless otherwise provided for herein, the Board of
Directors shall determine by amendment to these By-Laws what
constitutes a quorum for the purposes of taking any action at any
annual meeting or special meeting, and/ or of the persons present and
entitled to vote thereon and/ or the person voting thereon as required
for effective action and the methods by which such vote is to be given
and counted for such purpose.
4.7
PARTICIPATION IN MEETINGS: Members of the Board may participate in any
meeting through use of conference telephone or other similar
communication equipment, as long as all Directors participating in such
meetings can hear one another.
4.8
ACTION WITHOUT MEETING: Any action required or permitted to be taken by
the Board may be taken without a meeting, if all members of the Board
shall individually or collectively consent in writing to such action.
Such consent or consents shall be filed with the corporate records of
the proceedings of the Board.
4.9
ONE VOTE PER MEMBER: Except as otherwise provided in the Corporation's
Articles or any amendment hereto, each member of the Board or member
shall be entitled to one vote on each matter submitted to a vote of the
members.
4.10
ELIGIBILITY TO VOTE: Except as otherwise provided for in the Articles
or by the applicable state law or in an amendment hereto, the Board may
fix, in advance, a date as the record date for the purpose of
determining the members entitled to notice of any of the meetings of
members. Such record date shall not be more than 60 days nor less than
10 days before the meeting. If no record date is fixed, members at the
close of business on the business day preceding the day on which notice
is given or, if notice is waived, at the close of the business on the
business day preceding the day on which the meeting is held are
entitled to notice of the meeting of members. A determination of
members entitled to notice of a meeting of members shall apply to any
adjournment of the meeting unless the Board fixes a new record date for
the adjourned meeting.
ARTICLE
5: BOARD OF DIRECTORS
5.1
INITIAL BOARD: The person(s) listed below shall, upon their acceptance
of these By-Laws, serve as the initial directors. The initial directors
subject to removal, death, incapacity or resignation shall serve until
the election and qualification of their respective successors as is
provided by the applicable state law.
5.2
RESIGNATION: Any director may resign on giving 30 days advance written
notice thereof.
5.3
DUTIES, POWERS AND COMMITTEES
a. The Board of Directors shall be responsible for the control and
management of the affairs, property and interests of the Corporation,
including but not limited to, keeping the members adequately informed
of activities of the Corporation, and planning and supporting programs
and activities consistent with the Corporation's purposes.
b. The Board of Directors shall appoint officers and appoint committees
to assist the Directors in the conduct of the Corporation' affairs.
5.4
MEETINGS: Meetings shall be held at such times regular or irregular
intervals of time and at such places as the Board shall fix in advance
or as may be called by the President or 1/3 of the Board of Directors
on at least 48 hours advance notice.
5.5
QUORUM: 2/3 of Board of Directors shall constitute a quorum for the
transaction of business, and all actions of the Board of Directors
shall be determined by consensus, or if a consensus cannot be achieved,
by a majority vote of those voting. This quorum shall be sufficient
except as provided in Articles 6.7, and Articles 8.
5.6
VACANCIES: Any vacancy in the Board of Directors (whether created by
resignation, removal, death or incapacity or by increase in the number
of members) may be filled by a majority vote of the remaining
directors, at any meeting of the Board of Directors.
5.7
REMOVAL OF DIRECTORS: Any director may be removed from office by a
majority vote of the remaining Directors at any meeting at which notice
of removal has been given as hereinafter provided, with or without
cause. Any director proposed to be removed shall be entitled to at
least ten (10) days advance written notice, with confirmation of
receipt thereof, of the proposed removal and of the meeting time and
place at which such removal is to be voted upon and shall be entitled
to appear before and be heard at such meeting.
5.8
CHAIR: At all meetings of the Board of Directors, the President or
Vice-President, or in their absence, a chair chosen by the directors
present shall preside.
5.9
CONFLICT OF INTEREST: If any occasions arise when a member of theBoard
of Directors or an Officer of the Corporation has or might have a
financial interest in or affected by a contract or transaction upon
which action is to be or might be taken or withheld by such Board of
Directors or a committee thereof, then:
(a) All material facts as to such financial interest shall be disclosed
by such member or officer to the members of such Board of Directors or
committee prior to their consideration of such contract or transaction.
Such disclosure shall be recorded in an annual conflict of interest
statement signed by such member and officer or, if not previously
disclosed in such statement, when the matter at interest first comes up
or should come up for consideration by such Board of Directors or
committee.
(b) The member or officer having such financial interest on any matter
at the meeting at which such consideration is given shall not vote or
use any personal influence in regard to that matter (except that the
member may state a position on the matter and respond to questions
about it); however, such member or officer may be counted in
determining the quorum for the meeting at which the matter is voted
upon. The minutes of the meeting shall reflect that the disclosure was
made and the abstention from voting.
(c) Subject to such disclosure and abstention in voting and any
limitation under the law, these By-Laws, and the terms of its
appointment as such, the Board of Directors or committee may authorize
any contract or transaction in which and any such member or officer has
or might have a financial interest in or affected thereby.
5.10
COMPENSATION: A Director or Officer shall receive a salary for his or
her services as determined by the Board of Directors except that the
Director or Officer who is to receive this salary may not vote in
determining the salary to be received.
5.11
NUMBER OF DIRECTORS: This Corporation shall have at least (3) members
of the Board of Directors and no more than (12) members of the Board of
Directors.
ARTICLE
6: OFFICERS
6.1
POSITIONS, ELECTION AND TERM OF OFFICE
(a) The officers of the Corporation shall consist of a President, a
Secretary, a Treasurer and such other officers with such powers and
duties not inconsistent with these Bylaws as may be determined by the
Board of Directors.
(b) Officers of the Corporation shall be elected by the Board of
Directors.
(c) Each officer shall, subject to removal, resignation, death or
incapacity, serve for such term, if any, as is specified by the Board
of Directors and until his or her successor shall have been elected and
qualified.
6.2
VACANCIES: A vacancy in any office shall be filled for the unexpired by
the Board of Directors at any meeting of the Board.
6.3
PRESIDENT: The President shall be the chief executive officer of the
Board of Directors, shall have general charge of the business, affairs
and property of the Corporation in its day to day operation, and shall
do and perform such other duties as may be assigned to him or her by
the Board of Directors, and shall be an ex-officio member of all
committees.
6.4
VICE-PRESIDENT: If elected, during the absence or disability of the
President, the Vice-President shall exercise all the functions of the
President and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. If the office of
the President should become vacant, the Vice-President shall assume
such office for the un-expired term if any be specified. The
Vice-President shall have such powers and discharge such duties as may
be assigned to him or her from time to time by the Board of Directors.
6.5
SECRETARY: The Secretary shall:
(a) Keep or cause to be kept a book of minutes of all the meetings of
members and of the Board of Directors and of the Executive Committee,
if any;
(b) Cause all notices to be duly given in accordance with the law and
the provisions of the Bylaws;
(c) In general, perform all duties incident to the office of the
Secretary.
6.6
TREASURER: The Treasurer shall:
(a) Have charge of and supervision over and be responsible for the
funds, securities, negotiable instruments, receipts and disbursements
of the Corporation;
(b) Keep, or cause to be kept, all the books of account of all the
business and transactions of the Corporation in accordance with
generally accepted accounting principles;
(c) Render to the President, or the Board of Directors, and to the
members, whenever requested, a statement of the financial condition of
the Corporation (including the financial interests of its activities)
and of all his or her transactions as Treasurer.
(d) In general, perform all duties incident to the office of the
Treasurer.
6.7
REMOVAL OF OFFICERS: Any officer may be removed from office by a
majority vote of the Board of Directors, at any meeting which notice of
removal has been given as hereinafter provided, with or without cause.
Any such officer proposed to be removed shall be entitled to at least
ten days advance written notice with confirmation of receipt of the
proposed removal and of the meeting time and place at which such
removal is to be voted upon and shall be entitled to appear before and
be heard at such meeting, but even if a member of the Board, shall not
be entitled to vote.
6.8
LIMITATION OF OFFICERS: No officer of the Corporation shall incur any
obligation or withdraw any funds or transfer any asset except in the
ordinary course of his or her duties and subject to the limitations
thereon as may be imposed thereon by the Board of Directors. In any
event, unless the Board expressly authorizes no obligation shall be
incurred or withdrawal made or asset transferred except on the
signature of the President or Vice President and the signature of the
Secretary or Assistant Secretary. At the discretion of the Board, any
officer may be required to post a bond for the faithful discharge of
his or her duties in such sum and with surety as the Board of Directors
determine, the expense of such bonding to be paid by the Corporation.
ARTICLE
7: COMMITTEES
7.1
APPOINTMENT: The Board of Directors may appoint any committees, for any
purposes and duration that it deems necessary.
ARTICLE
8: AMENDMENTS
The
Board of Directors shall have the power to amend or alter the Bylaws by
an affirmative vote of two-thirds of the Board of Directors, at any
regular or special meeting called for that purpose.
ARTICLE
9: INDEMNIFICATION
The
Corporation shall indemnify to the fullest extent permitted by law its
officers, directors, employees, agents and other representatives
against any loss, liability, cost or expense including attorneys fees
in any way arising out of any act or omission taken or omitted in good
faith belief that such act or omission was lawful and furtherance of
the Corporation's purposes.
ARTICLE
10: DISSOLUTION
Upon
the dissolution of the corporation, the Board of Directors shall, after
paying or making provision for the payment of all the liabilities of
the Corporation, dispose of all of the assets of the Corporation in
accordance with the law, exclusively for the purposes of the
Corporation in such manner or to such organization or organizations
organized for substantially the same purpose as this Corporation, as
the Board of Directors shall determine.
ARTICLE
11: MISCELLANEOUS
11.1
BANK ACCOUNT: The funds of the Corporation shall be deposited or kept
with a bank or trust company selected by the Board of Directors.
11.2
ACCOUNTING YEAR: The ending month of the accounting year of the
Corporation shall be the month of December or such other month as the
Board of Directors shall determine.
11.3
USE OF CORPORATION NAME: No Director of this corporation shall use the
name of the organization for the endorsement or sponsorship of any
individual or any issue, event, or organization without the express
approval of the Board of Directors.
11.4
PREEMPTION CLAUSE: In the event there is any contradiction between
these bylaws and the applicable laws of any state or the applicable
laws of the Federal government, the applicable laws of that state or of
the Federal government shall preempt these bylaws.
ADOPTED AS THE DAY FIRST WRITTEN ABOVE.
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