CALIFORNIA ASSOCIATION OF REALTORS® Education Foundation A NONPROFIT PUBLIC BENEFIT UNINCORPORATED ASSOCIATION
1. The name of the association is the California Association of REALTORS® Education Foundation (the “Association”).
Principal Office of the Association
1. The principal office for the transaction of the activities and affairs of this Association is located at 525 South Virgil Avenue, City of Los Angeles in Los Angeles County, California. The board of directors of the Association (“Board”) shall havethe authority to change the location of the principal office. Any such change of location must be noted by the secretary of the Association (“Secretary”) on these bylaws (”Bylaws”) opposite this Section; alternatively, this Section may be amended to state the new location.
2. The Board may at any time establish branch or subordinate offices at any place or places where this Association is qualified to conduct its activities.
ARTICLE IIIGeneral Purposes
1. The purpose of this Association is to provide real estate-related scholarships and to engage in any lawful act or activity for which an Association may be organized under relevant law. This Association is organized exclusively for charitable purposes.
Construction and Definitions
1. 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 preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.
1. This Association has been organized and shall operateexclusively to support the California Association of REALTORS®’ charitable purposes and shall be operated in connection with that association as specified in Internal Revenue Code section 509(a)(3).
2. If the California Association of REALTORS® (a) shall cease to be an association described in Internal Revenue Code sections 170(b)(1)(A)(iv), 501(c)(3), (4), (5), or (6) and 509(a)(1) or 509(a)(2), or (b) shall substantially abandon the charitable purposes that this Association is organized to support, the Board shall designate a publicly supported educational or charitable association as described in Internal Revenue Code sections 170(b)(1)(A), 501(c)(3), (4), (5), or (6) and 509(a)(1) or 509(a)(2), in substitution for the California Association of REALTORS®, for purposes of Article Two of the Articles of Association and Article Three of these bylaws.
Association Without Members
1. This Association shall have no voting members within the meaning of the Nonprofit Corporation Law. The Association’s Board may, in its discretion, admit individuals to one or more classes of nonvoting members; the class or classes shall have such rights and obligations as the Board finds appropriate.
General and Specific Powers of Board
1. Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the articles of association or bylaws regarding actions that require approval of the California Association of REALTORS® board of directors, the Association’s activities and affairs shallbe managed, and all Associational powers shall be exercised, by or under the direction of the Association’s Board.
2. Without prejudice to the general powers set forth in Article Seven, Section One of these Bylaws, but subject tothe same limitations and the ratification by the California Association of REALTORS® board of directors, the Association’s Board shall make recommendations to the executive committee of the California Association of REALTORS®, as definedin the California Association of REALTORS® bylaws, relating to:
a. Appointing and removing any and all officers, agents, and employees; prescribing powers and duties for them as are consistent with the law, the articles of association, and these Bylaws; fixing their compensation, if any; and requiring from them security for faithful service.
b. Changing the principal office or the principal business office in California from one location to another; causing theAssociation to be qualified to conduct its activities in or outside California; and designating a place in or outside California for holding any meeting.
c. Borrowing money or incurring indebtedness on the Association’s behalf and causing to be executed and delivered for the Association’s purposes, in the Association’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.
d. Exercising all other powers conferred by the California Nonprofit Corporation Law, or other applicable laws, consistent with the Articles of Association and these Bylaws.
Number of and Qualifications for Directors
1. The authorized number of directors shall be thirteen (13). Additional directors may be appointed by the President of the California Association of REALTORS. The qualifications for directors are that each director, at the time of their appointment and throughout their term as a director, shall be a resident of the State of California; a member of the California Association of REALTORS®; and the holder of a state license issued by the State of California to practice real estate as a real estate broker or salesperson, except that a director who is the Executive Vice President of the California Association of REALTORS® shall not be required to hold such a license.
1. The initial directors shall be the thirteen (13) individuals currently serving as trustees of the California Association of REALTORS Scholarship Foundation (“Scholarship Foundation”). Each initial director shall hold office until the end of that initial director’s term as a trustee of the Scholarship Foundation. Those individuals and initial terms are:
Cindy Baker for the term ending December 31, 2005 Nicki Boberg for the term ending December 31, 2005 Loraine Lefler for the term ending December 31, 2005 Alex Manos for the term ending December 31, 2006 Dianne Rath for the term ending December 31, 2006 Diane Harrison for the term ending December 31, 2007 Thomas Berge for the term ending December 31, 2008 Joyce Kristensson for the term ending December 31, 2008 Emily Link for the term ending December 31, 2008 Mary Jane Cambria for the term ending December 31, 2009 Alicia Tuvell for the term ending December 31, 2009 Joanna Phillips for the term ending December 31, 2009 Cathlyne Scharetg for the term ending December 31, 2009
Staggered terms are provided for the purpose of establishing reasonable continuity of policy. Appointment of directors other than the initial directors shallbe subject to the ratification of the California Association of REALTORS® board of directors.
2. The President shall have the power to appoint directors who meet the qualifications set forth in Article VIII. Each directorso appointed by the President shall be designated prior to the first meeting of the elective year of the California Association of REALTORS® board of directors (“Elective Year”), as defined in the California Association of REALTORS®bylaws. The term of office for directors appointed by the President and who were not appointed to fill a vacancy that occurred during the Elective Year shall be five (5) years.
3. By the first meeting of each Elective Year, the incoming President shall appoint the successor directors whose terms expired at the end of the previous Elective Year. The President shall consider all qualified persons, including those recommended by the Association’s Board. No director may be appointed to consecutive terms and at least one (1) Elective Year must lapse before any person who has served as a director for a full term or any partial term of more than one (1) Elective Year may be reappointed. Each incoming President shall also appoint a Chairman and a Vice Chairman from among the directors. No director may serve as Chairman more than two (2) consecutive years.
Vacancies on the Board of Directors
1. A vacancy or vacancies on the board of directors shall occur in the event of (a) the death or written resignation of any director; (b) the suspension or revocation of his or her license by the Commissioner of Real Estate of the State of California or his or her successor, after proceedings duly had to that end, or by the failure for any reason to maintain an active license to practice real estate in the State of California; (c) his or her refusal to act; (d) the judgment of a competent tribunal in a direct proceeding for that purpose that he or she is convicted of a felony, or declared of unsound mind; (e) a competent state or federal court adjudging such director to have violated his or her fiduciary duties, or is unfit to execute the same; (f) his or her removal by the majority vote of the California Association of REALTORS® board of directors; (g) his or her termination of membership in the California Association of REALTORS®; (h) his or her failure to maintain residency in the State of California; or (i) the increase of the authorized number of directors.
2. Except as provided below, any director may resign by giving written notice to the Chairman of the Board, if any, or to the President or the Secretary of the Board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective.
3. Except on notice to the California Attorney General, no director may resignif the Association would be left without a duly elected director or directors.
4. If a vacancy occurs during the Elective Year, the vacancy shall be filled by appointment of the President subject to the ratification of the California Association of REALTORS® board of directors at their next regularly scheduled meeting. The new director shall fill the vacancy upon such ratification for the remainder of the original term.
5. Any reduction of the authorizednumber of directors shall not result in any director’s removal before his or her term of office expires.
Indemnification of the Board of Directors
1. To the fullest extent permitted bylaw, this Association may indemnify its directors, officers, employees, and other persons described in Corporations Code section 7237(a), including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in that section, and including an action by or in the right of the Association, by reason of the fact that the person or was a person described in that section. “Expenses,” as used in this Section, shall have the same meaning as in the above-referenced section of the Corporations Code.
2. On written request to the Association’s Board by anyperson seeking indemnification under Corporations Code section 7237(b) or section 7237(c), the Association’s Board shall promptly decide under Corporations Code section 7237(e) whether the applicable standard of conduct set forth in Corporations Code section 7237(b) or section 7237(c) has been met and, if so, the Association’s Board shall authorize indemnification. If the Association’s Board cannot authorize indemnification, because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the Association’s Board shall promptly call a meeting of the Executive Committee of the California Association of REALTORS®. At the meeting, the Executive Committee of the California Association of REALTORS® shall determine whether the applicable standard of conduct has been met and, if so, the Executive Committee members present at the meeting in person or by proxy shall authorize indemnification.