Nonprofit Governance in Action: Officers, Committees, and Integrity

August 24, 2024

ARTICLE I. NAME OF ORGANIZATION

Innovate for California

ARTICLE II. CORPORATE PURPOSE

Section 1. Nonprofit Purpose

This corporation is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 2. Specific Purpose

At Innovate for California, our mission is to harness the power of data and technology to create transformative solutions for social good.

The specific objectives and purpose of this organization are to address critical challenges in our communities by providing:

Innovative tools
Resources
Insights into technologies that empower individuals and organizations to make informed decisions, drive sustainable growth, and improve the lives of students, guardians, educators, school leaders, and other educational stakeholders.

ARTICLE III. MEMBERSHIP

Section 1. Eligibility for Membership

Application for voting membership is open to anyone willing to commit to support the organization’s purpose statement in Article II, Section 2.
Membership is granted after completion and receipt of a membership application.
All memberships shall be granted upon a majority vote of the Board.

Section 2. Annual Dues

Annual dues are $0, unless changed by a majority vote of the members at an annual meeting.
Continued membership is contingent upon being up‑to‑date on membership dues.

Section 3. Rights of Members

Each member may appoint one voting representative to cast the member’s vote in association elections.

Section 4. Resignation and Termination

Any member may resign by filing a written resignation with the Secretary.
Resignation does not relieve a member of unpaid dues or other charges previously accrued.
Membership may be terminated by a two‑thirds vote of no confidence by the membership.

Section 5. Non‑voting Membership

The Board may establish and define non‑voting categories of membership.

ARTICLE IV. MEETINGS OF MEMBERS

If you do not have public membership, you may skip this Article.

Section 1. Regular Meetings

Held at least quarterly, at a time and place designated by the Chair.

Section 2. Annual Meetings

Held on the 15th day of June each year (or the first business day thereafter if that date is a Sunday or legal holiday).
At the annual meeting, members shall:
Elect directors and officers
Receive reports on organizational activities
Determine direction for the coming year

Section 3. Special Meetings

May be called by petition of 4% of voting members.
Must be scheduled 3–30 days after the request, unless a later date is specified.
The call is issued by the Secretary or another designated officer.

Section 4. Notice of Meetings

Printed notice stating place, day, hour—and for special meetings, purpose(s)—shall be delivered 3–30 days before the meeting by:

Personal delivery
Email
SMS text
First‑class mail
Direction of the President or Secretary

Delivery Rules

Mail: Deemed delivered when deposited in U.S. mail with prepaid postage to the address on record.
Email/Text: Deemed delivered when the sending tool confirms delivery.
Phone: Deemed delivered when the member or their representative affirms receipt or when a voicemail/text is left.

Section 5. Place

Meetings of shareholders may be held virtually or at any other place designated by the Board of Directors. Virtual participation must comply with the following conditions:

(A) Each director and voting member must be able to communicate with all other participants concurrently.
(B) Each participant must be provided the means to participate in all matters, including proposing or objecting to specific actions to be taken by the corporation.

Board meetings may be held in or outside California, as designated in the initial notice of the meeting. If a location is not included in the initial notice, the organization must provide:

Notification at least 24 hours prior to the meeting, or
Notification within 24 hours after the meeting, including minutes, for meetings held outside the state.

Section 6. Notice of Adjourned Meeting

A majority of directors present—whether or not a quorum is present—may adjourn a meeting.
If adjourned for more than 24 hours, notice of the new time and place shall be given to all directors not present at the time of adjournment.

Section 7. Quorum

A quorum for a member meeting shall consist of 50% of active membership, or as otherwise required under California law.

Section 8. Voting

All matters requiring a vote shall be decided by a simple majority of those present at the meeting.

Section 9. Action by Members Without a Meeting

Actions permitted to be taken without a meeting may proceed if:

All directors (excluding interested/common directors under CA Code §§ 5233, 7233, 7238) consent in writing.
The number of directors consenting constitutes a quorum.
The action and compliance details are documented in the minutes or other corporate records.
The action has the same effect as a unanimous vote.

ARTICLE V. BOARD OF DIRECTORS

Section 1. General Powers

The Board of Directors shall manage the affairs and property of the Corporation.

Section 2. Number, Tenure, Requirements, and Qualifications

The Board shall include no fewer than three (3) members: President, Secretary, and Treasurer.
Directors take office immediately upon election and serve until their successors are elected and qualified.
Directors must be approved by a majority vote of the membership and must not be related within the second degree of consanguinity or affinity.

Terms:

Initial term: 1 year for new Directors.
Confidence vote required after 1st year. If retained, may serve additional 3-year terms.
Board members must attend at least 4 monthly meetings per year and vote on the Finance and Fund Development Committee's budget proposal.

Contributions:

Annual contribution: $0, prorated for new members. In-kind donations are excluded.

Compliance:

All Board members must comply with:

FERPA, HIPAA, COPPA, and
Any Data Sharing Agreements to which the Corporation is a party.

Section 3. Regular and Annual Meetings

An annual Board meeting shall occur in September, with location and time determined by the Executive Committee.
Notice of regular meetings shall be sent to all Directors at least 14 days in advance.

Section 4. Special Meetings

May be called by:

The Chair,
Executive Committee,
President,
Any two Directors, or
A simple majority of the Board.

Section 5. Notice

Notice of special meetings must be given at least 3 days in advance by phone, fax, electronic, or written methods.
Attendance at a meeting constitutes a waiver of notice, except when attending solely to object to the meeting's legality.

Section 6. Quorum

A majority of current Directors constitutes a quorum.
If fewer are present, they may adjourn to a later date without notice.

Section 7. Forfeiture

Any Director failing to meet Section 2 requirements by September 1st forfeits their seat.
The Secretary will issue a written notice of the vacancy. Removed members are ineligible for voting and appeal under Section 14.

Section 8. Vacancies

Vacancies will be filled by a majority vote of remaining Directors. Additional methods of filling vacancies may be adopted by the Board.

Section 9. Compensation

Directors shall not receive compensation for their service.

Section 10. Informal Action by Directors

Any action that may be taken at a meeting can be taken without a meeting with:

Written consent signed by two-thirds (2/3) of all Directors
Prior notice of the intended action is given to all Directors

Section 11. Confidentiality

Directors may not disclose or discuss corporate matters unless:

The information is public,
The recipient has a need to know,
Disclosure furthers the Corporation’s purpose, or
Approved by a majority of the Board.

All Directors must sign a Confidentiality Agreement upon appointment.

Section 12. Advisory Council

Members serve by Board appointment, without voting rights or attendance obligations.
Advisory Council members must comply with confidentiality rules and sign an agreement.
Compensation is at the Board’s discretion and requires agreement to all FERPA, HIPAA, COPPA, and Data Sharing Agreements.

Section 13. Parliamentary Procedure

Parliamentary questions shall be resolved by the President using Robert’s Rules of Order.

Section 14. Removal

A Director or Advisory Council member may be removed by a 3/4 vote of the Board.
Advance 10-day written notice is required.
If removed for failure to meet Section 2, they forfeit their seat and are not entitled to Section 14’s removal procedure.

ARTICLE VI. OFFICERS

The officers of this Board shall be the President, Vice-President, Secretary and Treasurer. All officers must have the status of active members of the Board.

Section 1. President

The President shall preside at all meetings of the membership. The President shall have the following duties:

Preside at all meetings of the Executive Committee.
Have general and active management of the business of this Advisory Board.
See that all orders and resolutions of the Advisory Board are brought to the Advisory Board.
Have general superintendence and direction of all other officers of this corporation and ensure that their duties are properly performed.
Submit a report of the operations of the program for the fiscal year to the Advisory Board and members at their annual meetings and report to the Board all matters that may affect this program.
Serve as an Ex-officio member of all standing committees and hold the powers and duties usually vested in the office of the President.
Record all votes and minutes of all proceedings in a book to be kept for that purpose. In concert with the Secretary, make arrangements for all meetings of the Advisory Board, including the annual meeting.
Assisted by a staff member, send notices of all meetings to members of the Advisory Board and take reservations for the meetings.

Section 2. Secretary

The Secretary shall attend all meetings of the Advisory Board and of the Executive Committee, and all meetings of members, or have a surrogate. With assistance from a staff member, the Secretary shall:

Perform all official correspondence from the Advisory Board as prescribed by the Advisory Board or the President.

Section 3. Treasurer

The Treasurer's duties shall be:

Submit for Finance and Fund Development Committee approval all expenditures of funds raised by the Advisory Board and proposed capital expenditures.
Present a complete and accurate financial report at each cabinet meeting or upon request.
Have the right of inspection of the funds including budgets and audit reports.
Assist in direct audits of the program funds per funding source guidelines and generally accepted accounting principles.
Perform duties as prescribed by the Advisory Board or the President under whose supervision they shall be.

Section 4. Election of Officers

During the Nominating Committee meeting, the committee shall submit nominations for Advisory Board offices. The election occurs at the annual meeting. Officers serve a term of one (1) year, starting at the next meeting following the annual meeting. Officers may serve up to two (2) consecutive terms.

Section 6. Removal of Officer

Officers may be removed with a 3/4 vote of the Advisory Board. The officer must be given written notice 20 days in advance and the opportunity to be heard.

Section 7. Vacancies

The Nominating Committee nominates individuals to fill officer vacancies between annual meetings. Nominations must be sent at least two (2) weeks before the meeting. Elected persons serve the remainder of the unexpired term.

ARTICLE VII. COMMITTEES

Section 1. Committee Formation

The Board may form committees as needed (e.g., fundraising, housing, PR, etc.). The Board chair appoints all committee chairs.

Section 2. Executive Committee

The core officers serve as members. This committee has all board powers except amending the Articles of Incorporation and Bylaws and operates under the board’s direction.

Section 3. Finance Committee

Chaired by the Treasurer and includes all Board of Directors. Responsibilities:

Develop and review fiscal procedures, fundraising plans, and the annual budget.
Board approval is required for budgets and major changes.
Fiscal year aligns with the latest of state or federal reporting cycles.
Submit annual income and expenditure reports.
Make financial records available to the public.

ARTICLE VIII. CORPORATE STAFF

Section 1: Executive Director

The Board may hire a paid or unpaid Executive Director who:

Oversees daily operations.
Supervises staff.
Manages property.
Reports to the Board and Executive Committee.
Is an ad-hoc member of all committees.

They may not be related within the second degree to a board member. Hired by a majority vote, removable by 3/4 board vote. Employment is at will.

ARTICLE IX. CONFLICT OF INTEREST AND COMPENSATION

Section 1: Purpose

To protect the corporation’s interests in transactions that could benefit insiders. This supplements but does not replace federal/state laws.

Section 2: Definitions

Interested Person: Director, officer, or committee member with delegated powers and a financial interest.

Financial Interest: Involves ownership, investment, or compensation arrangements related to a transaction with the organization.

A financial interest does not always equal a conflict of interest.

Section 3: Procedures

Duty to Disclose: Interested persons must disclose financial interests.
Determination: Board decides if a conflict exists.
Addressing Conflicts:
Person may present but must leave during vote/discussion.
Committee may seek alternatives.
Board votes on whether the arrangement is fair and in the organization’s best interest.
Violations: Non-disclosure may lead to disciplinary action after due process.

Section 4. Records of Proceedings

Meeting minutes must document:

Names and nature of interest.
Actions taken.
Names of those present and vote results.

Section 5. Compensation

Voting members receiving compensation cannot vote on their own pay.
Members may provide information but not vote on compensation issues.

Section 6. Annual Statements

Each applicable person must sign a statement affirming:

Receipt and understanding of the policy.
Agreement to comply with it.
Compliance with FERPA, HIPAA, COPPA, and Data Sharing Agreements.
Acknowledgement of the organization’s charitable status.

Section 7. Periodic Reviews

Conducted to ensure:

Reasonable compensation.
Conformity of management agreements with policy.
No excess benefit transactions.

Section 8. Use of Outside Experts

Outside advisors may be used but do not remove board responsibility.

ARTICLE X. INDEMNIFICATION

Section 1. General

Covers third-party claims, even without fault. Survives agreement expiration.

User Indemnification: User agrees to indemnify the organization for:

Service use.
Terms violation.
Misrepresentations.
IP infringements.

Nonprofit Indemnification: Nonprofit indemnifies users for:

Gross negligence.
Law violations.
Breach of representations.

Section 2. Procedure

Indemnified party must notify in writing. The indemnifying party controls defense but the other may participate. Cooperation is required.

Section 3. Limitation of Liability

No party is liable for indirect or special damages. Liability capped at the last 12 months of payments.

Section 4. Conspicuousness

Both parties acknowledge this clause is visible and does not shield from criminal liability.

Section 5. Expenses

Defense expenses may be paid in advance, if authorized, and reimbursed if indemnity is not warranted.

Section 6. Insurance

Corporation may buy insurance for liability coverage of directors, officers, or staff.

ARTICLE XI. BOOKS AND RECORDS

The corporation shall keep complete financial and meeting records in compliance with California law and the IRS.

ARTICLE XII. AMENDMENTS

Section 1. Articles of Incorporation

May be amended by written notice and unanimous vote for Articles III and VI. Other changes require a majority vote of directors.

Section 2. Bylaws

May be amended by majority vote with proper written notice.

ADOPTION OF BYLAWS

We, the undersigned, being all of the initial directors or incorporators of this corporation, do hereby adopt the foregoing Bylaws, consisting of the 17 preceding pages, as the Bylaws of this corporation.

Adopted and approved by the Board of Directors on this 11th day of July 2024.