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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