Crescenta Valley High School
Theater Department
Bylaws
Crescenta Valley Theater Arts Foundation
ARTICLE 1: NAME AND ADDRESS
Section 1: Name of Organization
Crescenta Valley Theater Arts Foundation
Section 2: Principal Office
Crescenta
Valley High School
2900 Community Avenue
La Crescenta, CA 91214
The principal office of the corporation for the transaction of business is located in Los Angeles County, California
SECTION 3: Change of Address
The country of the corporation’s principal office can be changed only by amendment of these bylaws and not otherwise. The board of directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these bylaws.
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Article 2: PURPOSE AND OBJECTIVES
The Crescenta Valley Theater Arts Foundation (referred to as CVTAF) is a nonprofit non-political organization whose sole purpose is to: provide support to the Director of Theater and Stage Arts (referred to as the “Theater Director”) so that his or her efforts can be more fully dedicated to the performing arts education of the students of Crescenta Valley High School (referred to as CVHS) and the local community. This support includes but is not limited to clerical, financial, administrative, logistics and organizational assistance for the performing arts program and its associated units. No significant part of the activities of this organization shall consist of carrying on propaganda or otherwise attempting to influence legislation. The organization shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.
Article 3: MEMBERSHIP AND DUES
Eligibility
Any person 21 years of age and older interested in furthering the theater and stage arts opportunities of CVHS students and the local community and is willing to uphold its policies and subscribe to its Bylaws may become a member.
Dues
There will be no annual membership dues charged to members.
Collected Monies
No member of the organization shall be paid a salary. In the event the organization is dissolved any monies remaining in the treasury will be transferred to the CVHS Associated Student Body Play Productions Account.
Resignations
A member may resign form the organization at any time upon notice to the secretary in writing or orally at any meeting and recorded in the meeting minutes.
Article 4: MEETINGS
Section 1: General Membership Meetings
General Membership meetings will be held at least two times during the school year at a time and place to be determined by the Executive Board. Meetings during the summer will be held as determined by the Executive Board members.
● General Membership meetings will be open to all members who wish to
participate.
● The date and time of the General Membership meetings will be announced at
least two weeks prior to the meeting.
● A quorum for a General Membership CVTAF meeting will be attendance by
a majority of CVTAF members equal to 5% of the students currently
enrolled in CVHS theater and stage arts classes. No activity requiring approval shall be transacted without a quorum being present.
Section 2: Executive Board Meetings
Executive Board Meetings will be held at least once during the calendar year. Meetings during the summer months will be held at the discretion of the Executive Board.
● All meetings of the Executive Board will be open to attendance by any
member of the CVTAF.
● The date, time and location of all meetings of the Executive Board will be
announced at least one week prior to the meeting.
Section 3: Majority Action As Board Action
Every act or decision done or made by a majority of the Executive Board present at a meeting duly held at which a quorum is present is the act of the Executive Board, unless the articles of incorporation or bylaws of this corporation, or provisions of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to the appointment of committees (Section 5212), approval of contracts or transactions in which a director has a material financial interest (Section 5233), and the indemnification of directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the board.
Section 4: Action by Unanimous Written Consent Without Meeting
Any action required or permitted to be taken by the board of directors under any provision of law may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. For the purposes of this Section only, “all members of the board” shall not include any “interested director” as defined in Section 5233of the California Nonprofit Public Benefit Corporation Law. Such written consent or consents shall be filed with the minutes of the proceedings of the board. Such action by written consent shall have the same force and effect as the unanimous vote of the directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the board of directors without a meeting and that the bylaws of this corporation authorize the directors to so act, and such statement shall be prima facie evidence of such authority.
ARTICLE 5: DIRECTORS
Section 1
Duties of the Member of
The Executive Board
The corporation shall have 4 directors and collectively they shall be known as the Executive Board. The number may be changed by amendment of this bylaw or by repeal of this bylaw and adoption of a new bylaw, as provided in these bylaws.
Section 2 Powers
Subject to the provisions of the California Non Profit Public Benefit Corporation law and any limitations in the articles of incorporation and bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the executive board.
Section 3 Duties
President
● The President will have the responsibility to see that all official policies
and directives are placed into effect.
● The President or designated Executive Board member will be the
presiding officer at all meetings.
● The President appoints all committee chairpersons and the members of the
Bylaws and Nominations Committees. The Nominations Committee
shall consist of at least three members, including at least one member
of the Executive Board and two members from the General Membership.
● The President shall appoint an Auditor to perform an annual financial review
of the funds and financial records of the CVTAF and present the findings to
the general membership at the last general meeting of the school year.
● The President serves as an ex officio member of all committees, except for
the Nominations Committee.
● The President will make all press contacts prior to and after events as
appropriate; provide news stories and photographs to the local media
publicizing all CVHS Theater and Stage Art activities and achievements.
Vice President
● The Vice President, in the absence of, or at the direction of, the President, will
perform the duties and exercise the powers of the President.
● The Vice President will serve as the chairperson of the fundraising
committee.
● The Vice President will report to the Executive Board on the status and
activities of all fundraising.
● The Vice President shall be considered the Compliance Officer in regards to
the Conflict of Interest Policy stated in Article 9 of these bylaws.
Treasurer
● The Treasurer will maintain an accurate set of financial records and act
as custodian of all funds governed by the Executive Board.
● The Treasurer will keep on deposit in such banks as the Executive Board
directs all monies entrusted to him or her.
● All checks and disbursements issued by the CVTAF will be signed by two
of the Executive Board Members, except that two Board members signing
the check may not be related and neither may be the payee of the check.
● The Treasurer is responsible for providing written reports at each Executive
Board meeting and General Membership meeting.
● The Treasurer will prepare a written Annual Report to be presented in
September to the Executive Board for review.
● The Treasurer will be responsible for the timely preparation and filing of
all necessary State and Federal tax and other mandated forms.
Secretary
● The Secretary will record, keep and distribute minutes of all Executive Board
and General meetings.
● The Secretary will conduct all external correspondence of the Executive
Board. The Secretary will maintain a file of all CVTAF documents as deemed
necessary by the Executive Board.
● The Secretary will maintain a calendar of events and CVTAF Membership
Directory and database.
Section 4 Executive Board Vacancies
Vacancies on the Board of Directors shall exist on the death, resignation or removal of any director, and whenever the number of authorized directors is increased. Any vacancy occurring in the Board, whether by increase in the number of members or otherwise, shall be filled by appointment by the President of an active member in good standing, subject to approval by a majority of the Executive Board members then in office. A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board of Directors or until his or her death, resignation or removal from office.
Resignation
Any director may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation.
Removal
Causes for removal of a director shall be:
● Legal Cause. The Board of Directors may declare vacant the office of a
director who has been declared of unsound mind by a final order of court, or
convicted of a felony, or been found by a final order or judgment of any court
to have breached any duty under Section5230 and following of the California
Nonprofit Public Benefit Corporation Law.
● Incompetence. This is subjective and will be left to the discretion of the
Board of Directors. One warning followed by an opportunity for response
shall constitute due process.
● Attendance. Failure to attend two (2) consecutive Board meetings without
cause shall constitute reason for removal.
● Recall. Any voting member of the constituency by whom the director was
elected may initiate a recall of an elected officer or representative. A
petition signed by ½ of the voting members of the constituency will constitute
cause for such recall election. Notice to the entire constituency must be given
at least 30 calendar days before the general meeting on which it will be voted.
Removal must be by 3/2 votes of the members present and eligible to vote.
Section 5 Non-liability of Directors
The directors shall not be personally liable for the debts, liabilities or other obligations of the corporation.
Section 6 Compensation
Directors shall serve without compensation. Directors shall be volunteers. Directors shall be allowed reimbursement of expenses with receipts and/or documentation incurred in the performance of their regular duties as specified in Section 3 of the Article. Directors may not be compensated for rendering services to the corporation in any capacity.
Article 6: COMMITTEES
Committee Member Qualifications
All committee chairpersons and committee members must be active members in good standing of the CVTAF. Members may serve as committee chairpersons and members of the Board of Directors. The President shall be an ex-officio member of all committees except the Nominating committee.
General Powers and Restrictions
The Executive Board Member in charge of each committee appoints the Chairpersons. Chairpersons of all standing committees are responsible for selecting committee members from the general membership to assist in carrying out committee objectives. All committee chairpersons are responsible for submitting the names of committee members to the Executive Board for record. Each committee shall have the power to set up sub-committees for carrying on the work under its direction as it may deem necessary. The Chairpersons are responsible for presiding over the committee meetings, preparing agendas, and representing the committee when necessary at the Executive Board Meeting.
Types of Committees
Standing Committees are appointed for the entire fiscal year, Select Committees are appointed for a special purpose and duration.
The Standing Committees are:
● Bylaws Committee
● Fund-Raising
● Nominations Committee
Responsibilities of the Bylaws committee
The Bylaws committee reviews Bylaws and reports all proposed changes at a regularly scheduled Executive Board or General Membership meeting. The committee incorporates changes to the Bylaws as they are adopted and posts copies of the Bylaws for the membership when changes are made. The President will serve as an official member of the Bylaws Committee. The president will report to the Executive Board on the status and activities of this committee.
Responsibilities of the Fund-Raising committee
The Fund-Raising committee plans, manages and coordinates all fund-raising events in coordination with the Theater Director, school calendar and district requirements. The Vice President will serve as an official member of the Fund-Raising Committee. The Vice President will report to the Executive Board on the status and activities of this committee.
Article 7: ELECTIONS
Elections will be held annually at the last General Meeting before the end of the second semester of the school year. The outgoing Board will act in an advisory capacity, working with the new Board, until July 31 of the current year.
● The president will appoint the chair of the Nominating Committee by the
January executive board meeting.
● The Nominations Committee will present their slate of officers, one per
position by March 31.
● Once the Executive Board has approved the slate of officers, this slate will
be presented to the General Membership.
● The election results will be formally announced at the last general meeting.
Article 8: FISCAL YEAR
The fiscal year of the corporation shall begin on August 1 and end on July 31 in each year.
Article 9: CONFLICT OF INTEREST AND COMPENSATION APPROVAL POLICIES
Section 1: Purpose of Conflict of Interest Policy
The purpose of this conflict of interest policy is to protect this tax-exempt corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or any “disqualified person” in compliance with Section 4958(f)(1) of the Internal Revenue Code and Section 53.4958-3 of the IRS Regulations and which might result in a possible “excess benefit transaction” in compliance with Section 4958( c )(1)(A) of the Internal Revenue Code and Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2: Definitions
(a ) Interested Person.
Any director, principal officer, member of a committee with governing board delegated powers, or any other person who is a “disqualified person” in compliance with Section 4958 (f)(1) of the Internal Revenue Code and Section 53.4958-3 of the IRS Regulation, who has a direct or indirect financial interest, as defined below, is an interested person.
(b) Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
(1) an ownership or investment in any entity with which the corporation has a transaction or arrangement.
(2) A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement, or
(3) A potential ownership or investment interest in, or compensation is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph b, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3: Conflict of Interest Avoidance Procedures
( a ) Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
( b) Determining whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
( c) Procedures for Addressing the Conflict of Interest
An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonable possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
( d) Violations of the Conflicts of Interest Policy
If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, is shall take appropriate disciplinary and corrective action.
Section 4: Records of Board and Board Committee Proceedings
The minutes of meeting of the governing board and all committees with board delegated powers shall contain:
(a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
(b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5: Compensation Approval Policies
A voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation.
A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation.
No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
When approving compensation or any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained int eh preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board shall also comply with the following additional requirements and procedures:
(a) The terms of compensation shall by approved by the board prior to the first payment of compensation.
( b) All members of the board who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement in compliance with IRS Regulation Section 53.4958-6(c)(iii), which generally requires that each board member approving a compensation arrangement between this organization and a “disqualified person” (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations):
1. is not the person who is the subject of compensation arrangement or a family member of such person;
2. is not in an employment relationship subject to the direction or control of the person who is the subject of compensation arrangement
3. does not receive compensation or other payments subject to approval by the person who is the subject of compensation arrangement
4. has no material financial interest affected by the compensation arrangement; and
5. does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee member.
(c) The board shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation if compensation is over $1500 annually. Appropriate data may include the following:
1. compensation levels paid by similarly situated organization, both taxable and tax-emp6t, for functionally comparable positions. “Similarly situated” organizations are those of a similar size and purpose and with similar resources.
2. the availability of similar services in the geographic area of this organization
3. current compensation surveys compiled by independent firms
4. actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement
As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less the $1 million, the board will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three similar communities for similar services.
(d) the terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the governing board that approved the compensation. Such documentation shall include:
1. the terms of the compensation arrangement and the date it was approved
2. the members of the board who were present during debate on the transaction, those who voted on it, and the votes cast by each board member
3. the comparability data obtained and relied upon and how the data was obtained
4. If the board determines that reasonable compensation for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the board shall record in the minutes of the meeting the basis for its determination.
5. If the board or committee makes adjustment to comparability data due to the geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board meeting.
6. any actions taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did into affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and a taking of the votes to approve the arrangement).
7. The minutes of the board which compensation arrangements are approved must be prepared before the later of the date of the next board meeting or 60 days after the final actions of the board are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board as reasonable, accurate and complete with a reasonable period of time.
Section 6: Annual Statemtents
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
(a) has received a copy of the conflicts of interst policy,
(b) has read and understands the policy,
(c) has agreed to comply with the policy, and
(d) understands the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7: Periodic Reviews
To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
(a) Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s-length bargaining.
(b) Whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in impermissible private benefit, or in an excess benefit transaction.
Section 8: Use of Outside Experts
When conducting the periodic reviews as provided for in Section 7, the corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
Article 108:
Dedication/Dissolution
The property of this organization is irrevocably dedicated to charitable purposes and no part of the net income or assets of this organization shall ever go towards the benefit of any director, officer or private person.
Upon the dissolution or winding up of the organization, any assets meaning after payment, or provision for payment, of all debts and liabilities of this organization 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 IRC Section 501( c )( 3 ).
Article 119: Amendments to
Bylaws
Any member may submit proposed changes to the Executive Board in writing. When a Bylaws change is proposed, the president shall refer the change to the Bylaws Committee Chair. The Bylaws Committee will report the proposed change to the Executive Board. If the Executive Board approves the proposed change unanimously, it will be referred to the General Membership where a simple majority vote of those in attendance will amend the Bylaws.
Charter Board of Directors
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Bobbi Koonse, President Date
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Diane Fritts, Vice President Date
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Deborah Morrow, Treasurer Date
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Susan Duquette, Secretary Date