Articles of Incorporation of Lodi Educational Endowment Foundation
A California Nonprofit Religious Corporation
One: The name of the Corporation is LODI EDUCATIONAL ENDOWMENT FOUNDATION.
Two: This Corporation is a religious corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Religious Corporation Law exclusively for religious purposes.
This corporation is organized exclusively for religious purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding section of any future United States Internal Revenue Law). Notwithstanding any other provision of these Articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any power that are not in furtherance of the purposes of this corporation, and the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from the federal income tax under Section 501 (c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law, or (b) by a corporation, contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law.
Three: The name and address in California of the corporation’s initial agent for service of process are
Donald J. Logan
2350 First Street
Napa, CA 94559
Four: (a) No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate in or intervene in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office. (b) The property of this corporation is irrevocably dedicated to religious purposes, as set forth in Article Two above. No part of the net earnings of this corporation shall inure to the benefit of its directors, trustees, officers, private shareholders or members, or to any individual.
(c) On the winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets of this corporation shall be distributed to an organization (or organizations) organized and operated exclusively for religious purposes and that is tax exempt under Section 501 (c)(3) of the Internal Revenue Code of 1954 and which is qualified for exemption from taxation under Section 23701d of the California Revenue and Taxation Code. The organization(s) shall be the LODI ACADEMY and/or the LODI SEVENTH-DAY ADVENTIST ELEMENTARY SCHOOL if it/they qualify as a distributee under the provisions of this Article.
Dated: 17 January 1992
Signed: Weldon D. Schumacher, MD
I Hereby declare that I am the person who executed the foregoing Articles of Incorporation, which is my act and deed.
Signed: Weldon D. Schumacher, MD
BYLAWS OF THE LODI EDUCATIONAL ENDOWMENT FOUNDATION
The name of this corporation shall be
LODI EDUCATIONAL ENDOWMENT FOUNDATION
Section 1. Principal Office
The principal office for the transaction of the business of the corporation (“principal executive office”) is located in San Joaquin County, California. The directors may change the principal office from one location to another. Any change of this location shall be noted by the secretary on these bylaws opposite this section, or this section may be amended to state the new location.
Section 2. Other Offices
The board of directors may at any time establish branch or subordinate
offices at any place or places where the corporation is qualified to do business.
Objectives and Purposes
The objectives of this corporation shall be to receive contributions, gifts, bequests, devises or any other kind of transfer or conveyance of money or property to this corporation, either outright or in trust as trustee, to administer said sums of money and/or said property and to apply said money and/or property to the use and benefit of the LODI ACADEMY and LODI SEVENTH-DAY ADVENTIST ELEMENTARY SCHOOL (Hereinafter “Supported School (s) “).
This Corporation has been formed under the California Nonprofit Religious Corporation Law for the religious purposes described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign on behalf any candidate for public office or for or against any cause or measure being submitted to the people for a vote.
The corporation shall not, except in an insubstantial degree, engage in any activities or exercise any power that are not in furtherance of the purposes described above.
Dedication of Assets
The properties and assets of this nonprofit corporation are irrevocably dedicated to religious purposes. No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any member or director of this corporation. On liquidation or dissolution, all properties and assets and obligations shall be distributed and paid over to the Supported Schools, or if at least one of the Supported Schools does not exist and qualify under Internal Revenue Code Section 501 (C) (3), to an entity qualifying under Internal Revenue Code Section 501 (C) (3) whose primary purpose is Christian Education.
The corporation shall have such non-voting members as may be created by the board of directors from time to time. The rights and duties of such members shall also be determined by the board of directors.
Section 1. Powers
(a)GENERAL CORPORATE POWERS. The business and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the board of directors.
(b)SPECIFIC POWERS. Without prejudice to these general powers the directors shall have the power to:
(i) Select and remove all officers, agents, and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the articles of incorporation, and with these bylaws; and fix their compensation.
(ii) Change the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or country and conduct business within or outside the State of California; and designate any place within or outside the State of California for the holding of any meetings.
(iii) Adopt, make and use a corporate seal; prescribe the forms of membership certificates; and alter the form of the seal certificate.
(iv) Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.
Section 2. Number and Qualifications of Directors
The board of directors shall consist of at least seven (7) but no more than thirteen (13) directors until changed by amendment to these bylaws. The exact number of directors shall be fixed, within those limits, by a resolution adopted by the board of directors.
The board shall include a member from the administration or board or directors of each of the Supported Schools if the board of directors finds individuals in said capacities who the board thinks are qualified and willing to serve on the board. A director who has been elected because of his or her position with the Supported School (s) shall be so designated when elected and shall continue as a board member until the earlier of the following: (a) the termination of his or her position as director or administration of the Supported School (s); or (b) the term for which the director was elected expires.
A majority of the members of the board of directors shall be from the San Joaquin community and not employed by the Seventh-day Adventist Church.
All members of the board of directors shall be supportive of the philosophy of the Seventh-day Adventist Church.
Section 3. Initial Directors Term of Office
The term of office of elected directors shall be 4 years. The terms shall be staggered. The initial directors shall hold their office as follows: 2 directors shall be elected for 2 year terms, 2 directors shall be elected for 3 year terms, and 3 directors shall be elected for 4 year terms. Thereafter, as the terms expire, the directors shall be elected for a 4 year term.
Section 4. Election of Directors
The directors shall be nominated and elected for the board of directors by said board.
Section 5. Vacancies
(a)EVENTS CAUSING VACANCY. A vacancy or vacancies in the board of directors shall be deemed to exist on the occurrence of the following: (i) the death, resignation, or removal of any director; (ii) the declaration by resolution of the board of directors of a vacancy of the office of a director who has been declared of unsound mind by an order of court or convicted of a felony; (iii) removal of a director in an action in Superior Court pursuant to Section 9223 of the California Nonprofit Corporation Law; or (iv) increase of the authorized number of directors.
(b) RESIGNATIONS. Except as provided in this paragraph, any director may resign, which resignation shall be effective on giving written notice to the chairman of the board, the president, the secretary, or the board of directors unless the notice specifies a later time for the resignation to become effective. No director may resign when the corporation would then be left without a duly elected director or directors in charge of its affairs. A director’s unexcused absence from three (3) consecutive regularly scheduled board meetings shall be deemed to be a tender of said board members resignation.
(c)VACANCIES FILLED BY BOARD OF DIRECTORS. Vacancies on the board may be filled by a majority of the directors then in office, whether or not less than a quorum, or by the sole remaining director.
(d) NO VACANCY ON REDUCTION OF NUMBER OF DIRECTORS. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.
Section 6. Place of Meetings: Meetings by Telephone
Regular meetings of the board of directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the board. In the absence of such designation, a regular meeting shall be held at the principal executive office of the corporation. Notwithstanding the above provisions of this Section 6, a regular or special meeting of the board of directors may be held at any place consented to in writing by all board members, either before or after the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at such meeting.
Section 7. Other Regular Meetings
Other regular meetings of the board of directors shall be held without call at such time as shall from time to time be fixed by the board of directors. Such regular meetings may be held without notice.
Section 8. Special Meetings
(a)AUTHORITY TO CALL. Special meetings of the board of directors for any purpose may be called at any time by the chairman of the board or the president, or any vice president, the secretary, or any two directors.
(i)MANNER OF GIVING. Notice of the time and place of special meetings shall be given to each director by one of the following methods: (a) By personal delivery or written notice; (b) By first-class mail, postage paid; (c) By telephone communication, either directly to the director or to a person at the director’s office who would reasonably be expected to communicate such notice promptly to the director; (d) By telegram, charges prepaid. All such notices shall be given or sent to the director’s address or telephone number as shown on the records of the corporation.
(ii)TIME REQUIREMENTS. Notices sent by first class mail shall be deposited into a United States mailbox at least four days before the time set for the meeting. Notices given by personal delivery, telephone, or telegraph shall be delivered, telephoned, or given to the telegraph company at least 48 hours before the time set for the meeting.
(iii)NOTICE CONTENTS. The notice shall state the time and place for the meeting. However, it need not specify the purpose of meeting, or the place of the meeting, if it is to be held at the principal executive office of the corporation.
Section 9. Quorum
A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 11 of this Article VII. Every act or decision done or made by a majority of the directors present at the meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, subject to the provisions of the California Nonprofit Corporation Law, especially those provisions relating to (i) approval of contract or transactions in which a director has a direct or indirect material financial interest, (ii) appointment of committees, and (iii) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
Section 10. Waiver of Notice
The transaction of any meeting of the board of directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (a) a quorum is present, and (b) either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with corporate records or made a part of the minutes of a meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.
Section 11. Adjournment
A majority of the directors present, whether or not constituting a quorum may adjourn any meeting to another time and place.
Section 12. Action Without Meeting
Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors. Such written consent or consents shall be filed with the minutes of the proceedings of the board.
Section 1. Committees of Directors
The board of directors may, by resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except that no committee, regardless of board resolution may:
(a)take any final action matters which, under the Nonprofit Corporation Law of California, also requires members’ approval of a majority of all the members of the board of directors;
(b)fill vacancies on the board of directors or in any committee which has the authority of the board;
(c)fix compensation of the directors for serving on the board or on any committee.
(d)amend or repeal bylaws or adopt new bylaws;
(e)amend or repeal any resolution of the board of directors which by its express terms is not so amendable or repealable;
(f)appoint any other committees of the board of directors or the members of these committees.
Section 2. Meetings and Action of Committees
Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article VII of these bylaws, concerning meetings of directors, with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the board of directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The board of directors may adopt rules for the government of any committee inconsistent with the provisions of these bylaws.
Section 1. Officers
The officers of the corporation shall be a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article VIII. Any number of offices may be held by the same person, except that neither the secretary nor the chief financial officer may serve concurrently as either the president or the chairman of the board.
Section 2. Election of Officers
The officers of the corporation, except those appointed in accordance with the provision of Section 3 of this Article VIII shall be chosen by the board of directors, and each shall serve at the pleasure of the board, subject to rights, if any, of an officer under any contract of employment.
Section 3. Subordinate Officers
The board of directors may appoint, and may authorize the chairman of the board or the president or another officer to appoint, any other officers that the business of the corporation may require, each of whom shall have the title, hold office for the period, have the authority, and perform the duties specified in the bylaws or determined from time to time by the board of directors.
Section 4. Removal of Officers
Subject to the rights, if any, of an officer under any contract of employment, any officer, may be removed, with or without cause, by the board of directors, at any regular or special meeting of the board, or, except in case of an officer chosen by the board of directors, by an officer on whom such power of removal may be conferred by the board of directors.
Section 5. Resignation of Officers
Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later date specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.
Section 6 Vacancies in Offices
(a)CHAIRMAN OF THE BOARD. If such an officer be elected, the chairman of the board shall preside at meetings of the board of directors and exercise and perform such other powers and duties as may be from time to time assigned to him or her by the board of directors or prescribed by the bylaws. If there is no president, the chairman of the board shall, in addition, be the chief executive officer of the corporation and shall have the powers and duties prescribed in paragraph (b), below. The chairman shall always be a person who is not currently employed by the Seventh-day Adventist Church.
(b)PRESIDENT. Subject to such supervisory powers as may be given by the board of directors to the chairman of the board, if any, the president shall, subject to the control of the board of directors, generally supervise, direct, and control the business and the officers of the corporation. He or she shall preside at all meetings of the members and, in the absence of the chairman of the board, or if there be none, at all meetings of the board of directors. He or she shall have such powers and duties as may be prescribed by the board of directors or the bylaws.
(c)VICE PRESIDENTS. In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the board of directors, or, if not ranked, a vice president designated by the board of directors shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice president shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors or the chairman of the board.
(d)SECRETARY. The secretary shall attend to the following:
(i) BOOK OF MINUTES. The secretary shall keep or cause to be kept, at the principal executive office or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, and committees of directors with the time and place of holding, whether regular or special, how authorized, the notice given, the names of those present at such meetings, and the proceedings of such meetings.
(ii)NOTICES, SEAL AND OTHER DUTIES. The secretary shall give, or cause to be given, notice of all meetings of the board of directors required by the bylaws to be given. He or she shall keep the seal of the corporation in safe custody. He or she shall have such other powers and perform such other duties as may be prescribed by the board of directors or the bylaws.
(e)CHIEF FINANCIAL OFFICER. The chief financial officer shall attend to the following:
(i)BOOKS OF ACCOUNT. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and record of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of accounts shall be open to inspection by any director at all reasonable times.
(ii) DEPOSIT AND DISBURSEMENT OF MONEY AND VALUABLES. The chief financial officer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the board of directors; shall disburse the funds of the corporation as may be ordered by the board of directors; shall render to the president and directors, whenever they request it, an account of all of his or her transactions as chief financial officer and of the financial condition of the corporation; and shall have such other powers and perform such other duties as may be prescribed by the board of directors or the bylaws.
(iii)BOND. If required by the board of directors, the chief financial officer shall give the corporation a bond in the amount and with the surety or sureties specified by the board for faithful performance of the duties of his or her office and for restoration to the corporation of all its books, papers, vouchers, money, and other property of every kind in his or her possession or under his or her control on his or her death, resignation, retirement, or removal from office.
Indemnification of Directors, Officers, Employees, and other Agents
The Board of Directors may, in its discretion, and to the extent allowed by law:
(1)Authorize the corporation to indemnify its directors, officers, employees, and other agents against damages/liabilities including court costs and attorneys fees incurred in the course and scope of their employment or duties on behalf of the corporation or arising out of their status as such directors, officers, employees, and other agents; and
(2)Authorize the purchase of insurance on behalf of such persons for the foregoing purposes.
Records and Reports
1. Maintenance and Corporate Records
The Corporation shall keep:
(a)Adequate and correct books and records of account;
(b)Minutes, in written form, of the proceedings of its board and committees of the board.
SECTION 2. MAINTENANCE AND INSPECTION OF ARTICLES AND BYLAWS
The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this state, the original or a copy of the articles and bylaws as amended to date.
SECTION 3. INSPECTION BY DIRECTORS
Every director shall have the absolute right at any reasonable time to inspect all book and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.
Construction and Definitions
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the above, the masculine gender includes the plural, the plural numbers includes the singular, and the term “person” includes both the corporation and natural a person.
The bylaws of the corporation may from time to time be altered or amended in any respect or repealed in whole or in part by a two-thirds majority vote of the total number of directors.
Certificate of the Secretary
I, the undersigned, certify that I am presently elected and acting Secretary of the LODI SEVENTH-DAY ADVENTIST EDUCATIONAL ENDOWMENT FOUNDATION, a California Nonprofit religious corporation and the above bylaws consisting of eleven (11) pages, are the bylaws of this corporation as adopted at a meeting of the board of directors held on________________.
Dated: ____________ Secretary______________________________