Bylaws
BYLAWS OF THE:
Masiela Lusha Children of the World, Inc.
As of May 31, 2008
ARTICLE I
Office and Registered Agent
Section 2. Daniela Haglund
ARTICLE II
Purposes
Section 1. Purposes: Masiela Lusha Children of the World, Inc, A/K/A Masiela Lusha Foundation, is a nonprofit PUBLIC BENEFIT CORPORATION and is not organized for the private gain or any person. It is organized under the Nonprofit Public Benefit Corporation Law for public and charitable purposes. The specific purpose of this corporation is to provide for homeless mothers and their children, temporary food clothing, and shelter. The live-in life coaches of the DBA Masiela Lusha Foundation will also provide counseling to help the parents and children cope with their temporary circumstance and to help them find ways to improve their situation.
Section 2. Nonpartisan Activities.
a. Masiela Lusha Children of the World, Inc, is organized and operated exclusively for charitable purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.
b. 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 to intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for the public office.
c. 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 the benefit of any director, officer, or member, thereof or to the benefit of any private person. Upon the 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) of the Internal Revenue Code.
ARTICLE III
Membership
Section 1. Classses and Qualifications. The Board of Directors shall determine and set forth in separate documents the qualifications, dues, terms, and other conditions of each class of member. There shall be the following classes of members:
a. Individuals: Individual members shall consist of any natural person that is involved with charities and contributing their time for the good of mothers and children in temporary desperate needs.
b. Organizational: Organizational members shall consist of any organization that is involved with aims to provide homeless parents and their children, food, clothing, and shelter. The live-in life coaches of the foundation will also provide counseling to help the parents and children cope with their circumstance and find ways to improve their situation; and that meets any additional requirements for organizational membership as may be imposed by the Board of Directors from time to time. Organizational members do not have voting rights.
c. Honorary Members: The Board of Directors my designate individuals who do not qualify under the foregoing categories as honorary members, using such criteria as the Board may develop. Honorary member do not have voting rights.
Section 2. Dues and Privileges. Each member shall pay annual dues as determined from time to time by the Board and shall receive full benefits of the Corporation. Each member shall be assigned a unique member number. Should the member’s in the Corporate be terminated, the member’s number will not be reassigned, but will remain associated with that person in he Corporation’s records. The member number will serve to identify the member for the purposes of voting, claiming benefits, etc.
Section 3. Voting Rights. Each entitled member shall have one vote. No member shall be entitled to cumulate votes.
The members shall be entitled to vote on the following matters:
a. The election of directors;
b. The disposition of all or substantially all of the assets of the Corporation; and
c. The merger of dissolution of the Corporation.
Only individual members in good standing shall have the right to vote on these, and any such other issues as the Board may choose to bring before the members.
Section 4. Membership Meetings.
a. There shall be an annual meeting of the members upon such date, time and place, as the Board shall determine. During the annual meeting, voting members shall have the right to that on matters that the Board may choose to bring before the members. Voting on all other matters is expressly reserved for the Board of Directors.
b. Special meetings of the members may be called by the Chair of the Board or upon the request of ten (10) percent of the voting members. Members shall receive not less that thirty-five (35) days prior written notice of special meetings. Notice shall be given in the manner specified in Section 2 of Article VII of these bylaws and the notice shall state the purposes of the special meeting.
Section 5. Quorum. A quorum shall consist of a majority of the total voting members present either in person or by proxy. A majority of the votes cast at a meeting at which a quorum is present shall constitute the action of the members.
Section 6. Removal. Any member be removed from membership if the member (a) has fail to pay its annual dues for thirty days after such dues have become due; (b) The Member has demonstrated a lack of integrity or unethical behavior, as determined by the Board of Directors, or (c) upon the affirmative vote of at least seventy-five (75) percent of the members.
ARTICLE IV
Board of Directors
Section 1. Powers. There shall be a Board of Directors of the Corporation, which shall supervise and control the business, property, and affairs of the Corporation, except as otherwise expressly provided by law, the Articles of Incorporation of the Corporation, or these Bylaws.
Section 2. Number and Qualifications. The Board of Directors of the Corporation shall be of the age of majority in this state. Other qualifications for directors of this corporation shall have their total number of twelve (12) elected individuals and no more that three (3) appointed and ex-officio seats (view Article IV, Section 5 below. The number of directors may be decreased, but no decrease shall have the effect of shortening the term of any incumbent director. All Directors are required to be members of the Corporation as of the time of their election, and to have been a member in at least two (2) membership years prior. All Directors must remain as members in good standing of the corporation for the duration of their term and adhere to the Board of Directors Code of Ethics.
Section 3. Election. Elections of Directors shall be conducted in accordance with the Election Procedures Policy adopted by the Board of Directors. A quorum for the election of Directors shall be twenty (20) percent of the members as of record date.
Section 4. Term of Office. Elected Directors of the Board of Directors shall serve for a term of three (3) years.
Section 5. Special Appointed Director. At the discretion of the Board of Directors, on (1) individual may be appointed to a voting seat on the Board for one (1) year term.
Section 6. Ex-Officio Directors. The Executive Director of the Corporation (View Article V, Section 11 below) shall be appointed to the Board each term. The outgoing Chair of the Board shall be given the title of Chair Emeritus. If the Chair Emeritus’ full elected term as a board member is complete, he/she shall be appointed to an ex officio voting seat on the Board of a one (1) year term.
Section 7. Resignation. Any director may resign at any time by giving written notice to the chair of the Corporation. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the Chair of the Corporation.
Section 8. Removal. Any director may be removed from such office, with or without cause by a majority vote of the voting members of the Corporation at any regular or special meeting of the members called expressly for that purpose. In addition, The Board of Directors may declare vacant the office of any Director who fails or ceases to meet any required qualification that was in effect at the beginning of that Director’s current term of office.
Section 9. Vacancies. Vacancies shall be filled by majority vote of the remaining members of the Board of Directors for the unexpired term.
Section 10. Regular Meetings. A regular annual meeting of the Board of directors of the Corporation shall be held each year, as such time, day, and place as shall be designated by the Board of Directors.
Section 11. Special Meetings. Special meeting of the Board of Directors may be called at the direction of the chair of by a majority of the voting directors then in office, to be held as such time, day, and place as shall be designated in the notice of the meeting.
Section 12. Notice. Notice of the time, day, and place of any regular meeting of the Board of Directors shall be given at least fifteen (15) days previous to the meeting and in the manner set forth in Section 2 of Article VII. Notice of the time, day, and place of any special meeting shall be given at least four (4) days previous to the meeting if notice is given by first class mail or overnight delivery, and at least two (2) days previous to the meeting if notice is given by facsimile, electronic mail, or hand delivery. The purpose for which a special meeting is called shall be stated in the notice. Any director may waive notice of any meeting by a written statement executed either before or after the meeting. Attendance and participation at a meeting without objection to notice shall also constitute a waiver of notice.
Section 13. Quorum. A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 14. Manner of Acting. Except as otherwise expressly required by law, the Articles of Incorporation of the corporation, or these Bylaws, the affirmative vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Each director shall have one vote. Voting by proxy shall not be permitted.
Section 15. Unanimous Written Consent In Lieu of a Meeting. The Board may take action without meeting if written consent to the action is signed by all the directors.
Section 16. Telephone Meeting. Any one or more directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar telecommunications device, which allows all persons participating in the meeting to hear each other. Participation by telephone shall be equivalent to presence in person at the meeting for purposes of determining if a quorum is present.
Section 17. Conflicts of Interest.
a. In the event that any director has a conflict of interest that might properly limit such director’s fair and impartial participation in Board deliberations or decisions, such director shall inform the Board as to the circumstances of such conflict. If those circumstances require the nonparticipation of the affected director, The Board may nonetheless request from the director any appropriate non-confidential information that might inform its decisions. “Conflict of interest,” as referred to herein, shall include but shall not be limited to, any transaction by or with the Corporation in which a director has a direct or indirect personal interest, or any transaction in which a director is unable to exercise impartial judgment or otherwise act in the best interest of the Corporation.
b. No director shall cast a vote, nor take part in the final deliberation in any matter in which he or she, members of his or her immediate family or any organization to which such director has allegiance, has a personal interest that may be seen as competing with the interest of the Corporation. Any director who believes he or she may have such a conflict of interest shall so determination as to whether any director has a conflict of interest in any matter. The minutes of The Board meeting shall reflect disclosure of any conflict of interest and the refusal of the interested director.
c. Should any Director become aware of a potential or actual conflict of interest involving a fellow Director that has not been disclosed, her or she shall ask the fellow Director to disclose the conflict, and if the fellow Director does not do so, shall bring the matter to the attention of the Board of Directors.
Section 18. Code of Ethics. Board members are committed to conducting themselves in accordance with ethical and professional standards, and therefore shall behave in conformance with the Masiela Lusha Foundation Code of Ethics adopted by the Board of Directors.
ARTICLE V
Officers
Section 1. Officers. The officers of the corporation shall consist of a Chair, a Vice-Chair, a Secretary, and a Treasurer. The Corporation shall have such other assistant officers as the Board of Directors may deem necessary and such officers shall have the authority prescribed by the Board. One person may hold more than one office, other that the offices of chair and Secretary.
Section 2. Election of Officers. The Board of Directors shall appoint the Chair, Secretary and Treasurer of the Corporation at the start of every term. The appointment of the vice-Chair shall be done six (6) months after the start of the term.
Section 3. Term of Office. The Chair, Secretary and Treasure of the Corporation shall be installed at the start of each new Board term and shall hold office for one (1) year until the start of the next term, or until their respective successors shall have been duly appointed. The Vice-Chair shall be installed six (6) months into the Board term and shall hold office for six (6) months until the start of the next term.
Section 4. Resignation. Any officer may resign at any time by giving written notice to the Chair of the board. Such resignation shall take effect at the time specified in the notice, or if no time is specified, then immediately.
Section 5. Removal. Any officer may be removed, either with or without cause, by the board of directors, at any time. Any officer may resign at any time by giving written notice to the board of directors or to the president or secretary of the corporation. Any such resignation shall take effect at the date or receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make in effective. The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the board of directors relating to the employment of any officer of the corporation.
Section 6. Vacancies. Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, shall be filled by the board of directors. In the event of a vacancy in any office other than that of president, such vacancy may be filled temporarily by appointment by the president until such time as the board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.
Section 7. Chair. The Chair shall give active direction and have control of the business and affairs of the Corporation. He or she may sign contracts or other instruments, which the Board of Directors has authorized to be executed, and shall perform all duties incident to the office of Chair as may be prescribed by the Board of Directors.
Section 8. Vice-Chair. The Vice-Chair shall prepare to serve as Chair the following term. The Vise-Chair shall support the work of the Chair and fulfill the duties of the Chair in the Chair’s absence. The Vice-Chair shall perform such other duties as may be assigned by the Board of Directors. While this is a preparatory role, the Vice-Chair is not guaranteed the Chairpersonship in the next term and must still follow standard officer election procedures.
Section 9. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors; see that all notices are duly given in accordance with the provisions of these Bylaws, ensure staff members keep corporate records; and in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors.
Section 10. Treasurer. The Treasurer shall be responsible for and averse all financial administration of the Corporation. The Treasurer shall ensure staff members properly receive and give receipts for moneys due and payable to the Corporation and deposit all such moneys in the name of the Corporation in the appropriate banks, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board of Directors.
Section 11. Executive Director. There shall be an Executive Director who shall be paid by the Corporation. The Executive Director shall be the Chief Executive Officer of the Corporation, and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and affairs of the Corporation. The Executive Director shall be selected by the Board and work under the direction of the Board. The Board shall fix the terms and conditions of his or her engagement.
ARTICLE VI
Committees
Section 1. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each consisting of two or more directors, which committees shall have and exercise the authority of the Board of Directors in the governance of the Corporation. However, no committee shall have the authority to amend or repeal those Bylaws, elect or move any officer or director, adopt a plan or merger, or authorize the voluntary dissolution of the Corporation.
Section 2. Executive Committee. Between meetings of the Board of Directors, the affairs of the Corporation may be conducted by the Executive Committee, which shall have the authority of the board (except as noted in Article VI, section 1 above). The membership of the Executive Committee shall consist of the Chair, Vice-Chair/Chair Emeritus, Secretary, Treasurer and Executive Director. The Chair Emeritus shall serve on the Executive Committee for the first six (6) months of the term. The Vice-Chair, once appointed, shall serve on the Executive committee for the remaining six (6) months of the term.
Section 3. Other Committees and Task Forces. The Board of Directors may create and appoint members to such other committees and task forces as they shall deem appropriate. Such committees and task forces shall have the power and duties designated by the Board of Directors, and shall give advice and make non-binding recommendations to the Board.
Section 4. Term of Office. Each member of a committee shall serve for one year until the next annual meeting of the Board of directors and until a successor is appointed, unless the committee is sooner dissolved or otherwise defined to have shorter terms.
Section 5. Vacancies. The Chair of the Board may fill vacancies in the membership of committees.
Section 6. Rules. Each Committee and task force may adopt rules for its meeting not inconsistent with their Bylaws or with any rules adopted by the Board of Directors.
ARTICLE VII
Miscellaneous Provisions
Section 1. Fiscal year. The fiscal year of the Corporation shall be the calendar year.
Section 2. Notice. Whenever under the provisions of these Bylaws notice is required to be given to a director, officer, or committee member, such notice shall be given in writing by first-class mail or overnight delivery service with postage prepaid to such person at his or her address as it appears on the records of the Corporation. Such notice shall be deemed to have been given when deposited in the mail or the delivery service. Notice may also be given by facsimile, electronic mail, or hand delivery, and will be deemed given when received.
Section 3. Private Inurnment. No part of the net income of assets of this Corporation shall ever inure to the benefit of any director, officer or the benefit of any private persons.
ARTICLE VIII
Indemnification
Unless otherwise prohibited by law, the Corporation shall indemnify, to the extent of insurance coverage, any director of officer or nay former director of officer, and may by resolution of the Board of Directors indemnify any employee, against any and all expenses and liabilities incurred by him or her in connection with any claim, action, suit, or proceeding to which he or she is made a party by reason of being a director, officer, or employee, if her or she acted in good faith and in manner he or she reasonably believed to be in the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe their conduct was unlawful.
Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines and penalties against, and amounts paid in settlement by, such director, officer, or employee. The Corporation may advance expenses or, where appropriate, may itself undertake the defense of any director, officer, or employee. However, such director, officer, or employee shall repay such expenses if it should be ultimately determined that he or she is not entitled to indemnification under this Article.
The Board of Directors shall also authorize the purchase of insurance of behalf of any director, office, employee, or other agent against any liability incurred by him that arises out of such person’s status as a director, officer, employee, or agent, whether or not the Corporation would have the power to indemnify the person against that liability under law.
ARTICLE IX
Amendments to Bylaws
These Bylaws may be amended or new Bylaws adopted upon the affirmative vote of a majority of the voting members, or by majority vote of the Board of Directors.
ARTICLE X
Execution of Instrument, Deposits and Funds
Section 1. Execution of Instrument. The Board of Directors, except as otherwise provided in this bylaws, may by resolution authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render its liable monetarily for any purpose or in any amount.
Section 2. Checks and Notes. Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by the treasurer and countersigned by the president of the Masiela Lusha Foundation.
Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the board of directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this Corporation.
ARTICLE XI
Corporate Records, Reports, and Seal
Section 1. Maintenance of Corporate Records. The Corporation shall keep at its principal office:
a. Minutes of all meetings of directors, committees of the board, and, of this Corporation has members, of all members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those names of those present and the proceeding thereof:
b. Adequate and correct books and records or account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses;
c. A record of its members, if any, indicating their names and addresses and, if applicable, the class of the membership held by each member and the termination date of any membership;
d. A copy of the Corporation’s articles of incorporation and bylaws as amended to date, which shall be open to inspection by the members, if any, of the Corporation at all reasonable times during office hours.
Section 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 Masiela Lusha Foundation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
Section 3. Right to Copy and Make Extracts. Any inspection under the provisions of this article may make in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.
Section 4. Periodic Report. The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.
ARTICLE XII
IRC 501 (c)(3) Tax Exemption Provisions
Section 1. Limitations and Activities. No substantial part of the activities of Masiela Lusha Foundation, shall be the carrying on of propaganda or otherwise attempting to influence legislation, and this Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these bylaws, this corporation shall not carry on any activities not permitted to be carried on by corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE XIII
Construction and Terms
If there is any conflict between the provisions of these bylaws and the article of incorporation of Masiela Lusha Children of the World, Inc. DBA Masiela Lusha Foundation, the provisions of this corporation shall govern.
Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.
All references in these bylaws to the article of incorporation shall be to the articles of incorporation, articles of organization, certificate of incorporation, organizational charter, corporate charter, or other founding documents of this corporation filed with an office of California State and used to establish the legal existence of this corporation.
All references in these bylaws to a section or sections of the Internal Revenue Codes shall be to such sections of the internal revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
Adoption of Bylaws
I, Daniela Haglund, the undersigned, am the initial director of Masiela Lusha Children of the World, Inc. A/K/A and consent to, and hereby do, adopt the foregoing bylaws, consisting of ten (10) pages, as the bylaws of this corporation.