By-Laws
Incorporated January 08, 1992 State of California
ARTICLE I
DEFINITION, PURPOSE, NATURE, RIGHTS, AND POWERS
Section 1. Definition:
This Foundation shall be named P.E.F.C.C., Portuguese Education Foundation of Central California.
Section 2. Purpose:
a) To propagate the Portuguese Language and Culture in Central California, through the creation of a Portuguese Institute at California State University, Stanislaus, with the purpose of transmitting the values of the Portuguese Language and Culture , that these said values might lead to the development of a society where its citizens will be even more respected and dignified.
b) To promote the teaching of the Portuguese Language and Culture in such a way that these might become part of the curriculum in establishments of higher education and school districts of the Central Valley.
c) To encourage qualified students, financially or by other legal means without discrimination on the basis of race, color sex or religious preference, to study, understand and communicate to others the value of the Portuguese language and culture.
d) To collaborate, participate, or aid in the gathering of spoken, written or visual documents related to immigrants of Portuguese origin whose values brought about the development and enrichment of the State of California, or any other activity to promote the Portuguese Language and Culture.
e) To cooperate with and aid any person or legal entity, within the possibilities and capabilities o f the Foundation, so that bilingual education might be viewed as necessary and useful to the North American society.
Section 3. Nature:
a) This Foundation is organized in accordance with the general law of Non-Profit Corporations of the State of California and is governed by these present By-Laws. This Foundation is not organized and does not operate for profit, and does not provide for the distribution of interest and dividends to its members or any individual. Any real or personal property, interest, and net gains of this Foundation will never be for the benefit of any Director, Entity, or Member, or for the benefit of any Individual.
b) In case of dissolution of this Foundation, the existing assets, after all payments and liabilities of this Foundation are met, will be distributed as scholarships, or deeded to a Corporation or Corporations, Foundation or Foundations qualified for Federal Income Tax exemption according to Section 501 (c)(J) of 1954 of the Internal Revenue Service code now in effect or subsequently amended.
Section 4. Rights and Powers of the Foundation:
In order to accomplish the objectives described in Sections 1, 2, and 3 a), of ARTICLE I, the rights, and powers of this Foundation are:
a) To own, occupy and/or rent, buy, mortgage, sell or in any way handle the real estate and personal property to be used only for the interest of the Foundation and in which this Foundation will act in accordance with the general law for Non-Profit Corporations in the State of California.
b) Make any other business-related transactions which are not incompatible with the General Law of Non-Profit Corporations of the State of California.
c) Publish these By-Laws or any rules that govern the rights and activities of its members, in such a way that the interests of the Foundation will be respected.
ARTICLE II
MEMBERSHIP CLASSIFICATION, ELIGIBILITY, AND PARTICIPATION
All individuals regardless of sex, eighteen (18) years or older, who support and are interested in promoting the principles and objectives of this Foundation may be proposed as members. Legal Entities (Associations, Brotherhoods, and other Non-Profit Organizations), must accept the Foundation By-Laws and be interested in supporting the objectives of said Foundation.
Only the Board of Directors will have the power to qualify and to determine to which membership category the candidates should belong.
Section 1. Membership Classification:
There will be the following Member categories:
a) Active
b) Founders
c) Associates and Honoraries
Section 2. Active Members, contributions, and voting rights:
The Active Members category will be subdivided as follows:
a) Perpetual (exclusive to individuals): Any person will be considered a Perpetual Member, if he or she is eighteen (18) years of age or older and supports the principles of this Foundation, and contributes with a sum not inferior to $10,000.00 donated and paid in one installment. These Members have the right to three (3) votes in the General Assembly.
These individuals are authorized to transfer their status of Perpetual Members one (1) time only, up to three (3) people, who will be considered Perpetual Members if they support the principles of this Foundation. Their heirs will have the right to one (1) vote each in the General Assembly.
b) Trustee (individuals): Any person will be considered a Trustee Member if he or she is eighteen (18) years of age or older and supports the principles of this Foundation and contributes a sum of $5,000.00 or more donated and paid in one installment. These Members have the right to two (2) votes in the General Assembly.
c) Benefactor (individuals): Any person will be considered a Benefactor Member, if he or she is eighteen (18) years of age or older and supports the principles of this Foundation and contributes a sum of $1,000.00 to $4,999.00 donated and paid in one installment or installments of their choosing in a maximum period of five years. These Members have the right to one (1) vote in the General Assembly.
d) Benefactor (Associations, Brotherhoods, and other Non-Profit Organizations): Any Legal Entity will be considered a Benefactor Member, if it supports the principles of this Foundation and contributes an annual sum of $1,000.00 for a period of five years. These Members have the right to two (2) votes in the General Assembly.
e) Sponsor (individuals): Any person will be considered a Sponsor Member, if he or she is eighteen (18) years of age or older and supports the principles of this Foundation, and contributes a sum of $500.00 to $999.00 donated and paid in one installment or installments of higher choosing in a maximum period of five years. These Members have_ the right to one (1) vote in the General Assembly.
f) Sponsor (Associations, Brotherhoods, and other Non-Profit Organizations): Any Legal Entity will be considered a Sponsor Member, if it supports the principles of this Foundation and contributes an annual sum of $500.00 for a period of five years. These Members have the right to one (1) vote in the General Assembly.
g) Sustaining (individuals): Any person will be considered a sustaining Member if he or she is eighteen (18) years of age or older and supports the principles of this Foundation and contributes a sum of $100.00 to $499.00 donated and paid in one installment or installments of his/her choosing for a maximum period of five years. These Members have the right to one (1) vote in the General Assembly.
h) Active (exclusive to individuals): Any person will be considered an Active Member, if he or she is eighteen (18) years of age or older and supports the principles of this Foundation, and contributes an annual sum of $24.00 paid in one or two installments. These Members have the right to one (1) vote in the General Assembly.
Note: Right to vote.
In order to vote, the Members must be present and have paid their annual membership.
In reference to Paragraphs d) and f) of ARTICLE II, only the members so designated for that effect will be able to vote.
Section 3. Founding Members:
Founding Members shall be those persons eighteen (18) years of age or older, who collaborated in the establishment of this Foundation until the approval date of these By-Laws, and who have contributed the sum of $100.00 to $250.00. Thereafter, dues will be the same as an Active Member. Their names will become part of the last page of these By-Laws, or of any other document so ordered by the Board of Directors. The Founding Members have the right to one (1) vote in the General Assembly.
Section 4. Associate Members:
With the approval of two-thirds (2/3) of the Board of Directors, the title of Associate Member will be granted to any person who will support the principles of this Foundation and at the same time collaborate with the same. Associate Members will be divided into the following categories: Advisers and Fundraisers. Associate Members will not have the right to vote in the General Assembly.
Section 5. Honorary Members:
With the approval of two-thirds (2/3) of the Board of Directors, the title of Honorary Member will be granted to persons whose achievements have contributed to the good of this Foundation. Honorary Members will not have the right to vote in the General Assembly.
Section 6. Liabilities and Property Rights of Members:
No Member of the Foundation, now or hereafter elected, shall be personally liable to its creditors for any indebtedness or liability, and any and all creditors shall look only to the assets of the Foundation for payment.
Section 7. Candidature to elections to the Board of Directors:
All or any member of this Foundation, or representatives of legal entities according to Section 2 Paragraph d) of ARTICLE II can run for the Board of Directors only if he/she meets the following conditions:
a) Has presented his/her own candidature to the Board of Directors, with proper documentation, up to sixty (60) days before the date of the elections.
b) Has his/her Membership up-to-date.
c) Has never missed a meeting for which he/she had been summoned, except one (1) justified in writing in the year preceding the elections.
d) Has knowledge and is willing to obey the present By-Laws.
e) Members that fall under the classification mentioned in Section 2 Paragraph f), Section 4, and Section 5 of ARTICLE II, will not be permitted to run for elections of the Board of Directors.
ARTICLE III
SEPARATION, EXECUTIVE POWERS OF THE FOUNDATION, AND ITS COMPOSITION
Section 1. Separation
The legislative and executive powers of this Foundation will be divided among three groups:
a) Board of Directors
b) Executive Committee
c) General Assembly
Section 2. Powers of the Board and Executive Committee:
All Corporate powers of the Foundation shall be exercised by or under the authority of the Board of Directors. The Board of Directors shall have the following powers:
a) To select, accept and remove all other members of the Foundation, always using for that effect, good sense, defending the interests of the Foundation, its By-Laws, the rules established by the Board of Directors, and the laws that govern Non-Profit Organizations in the State of California.
b) Elect the Executive Committee according to Section 3 of ARTICLE III.
c) The Executive Committee Shall have and exercise all powers of the Board of Directors while the Board of Directors is not in session.
d) To introduce to the General Assembly proposals to be voted on and/or accepted.
e) The Chairman of the Board, by virtue of his/her position shall be Chairperson of the Executive Committee and the President of the Foundation.
Section 3. Board of Directors and Executive Committee:
The Board of Directors shall consist of eleven (11) members. Of the eleven (11) members, five (5) shall form the Executive Committee.
Section 4. Minimum Number of Members to Constitute a Quorum:
For the transaction of business, a minimum of six (6) members of the Board of Directors will constitute a quorum. When voting on any issue, the decision shall be unanimous.
Section 5. General Assembly:
The General Assembly of this Foundation shall consist of all members with the right to vote.
a) The General Assembly will act and make decisions whenever summoned by the Board of Directors for the annual or extraordinary meetings and when one-third (1/3) of the total of its members is present. In case of not having present one-third (1/3) of the total of its members, the General Assembly will reconvene one (1) hour later with any number of members present.
b) The General Assembly will convene a minimum of once (1) a year.
c) The General Assembly will be summoned by written notice using First Class Mail and the Agenda for the meeting shall be sent to all the members at least twenty-one (21) days prior to the time of the holding of the meeting.
Section 6. Auditing and Mitigating Committees:
a) The Auditing Committee shall be composed in its majority by members of the Legal Entities that are Benefactor members according to Section 2 Paragraph d) ARTICLE II. Their appointment and term of office shall be the responsibility of the Board of Directors.
b) The Mitigating Committee shall be appointed by the Board of Directors.
c) None of these Committees shall have any executive or legislative right or authority.
d) When summoned by the Board of Directors to perform any type of work related to their Committee, upon completion of this work, they shall present a written report to the Board of Directors.
ARTICLE IV
OFFICERS, THEIR DUTIES AND RESPONSIBILITIES
Section 1. President:
The President shall be the executive officer of the Foundation and as such shall have and exercise full power and control over the business affairs and management of the Foundation. He or she shall be the President of the Board of Directors and the President of the Executive Committee, according to Section 2 Paragraph e) ARTICLE III. He or she shall also perform such duties of the President as are delegated by the Board of Directors and the Executive Committee.
He or she shall be the link between the California State University, Stanislaus, or other teaching institutions and the Executive Committee and shall have the responsibility of maintaining good relations between the University, teaching institutions, and the Foundation/Community. He or she shall be responsible or shall delegate to any other officer of the Executive Committee the notification of all the meetings, ordinary or extraordinary.
Section 2. Vice-President:
In the absence of the President for any reason the Vice-President shall perform all the duties of the President, and in so acting shall have the powers of the President. He or she shall be responsible for all cultural activities
that will come to be promoted by the Foundation and shall be able to name a Committee for such effect, after consulting with the Executive Committee. In any or all cultural activities he or she shall conform to the rules established for such by the Board of Directors. He or she shall be responsible for presenting the new members for approval by the Board of Directors. The Vice-President shall also perform other duties as delegated by the President.
Section 3. Secretary (English):
The secretary shall have the responsibility of keeping all the English correspondence and shall keep a full and complete record of the proceedings of all the meetings. The proceedings, in English, will be considered the official proceedings of the Foundation. He or she shall keep the Seal of the Foundation and affix the same to such papers and instruments as may be required in the regular course of business. The secretary shall also perform other duties as delegated by the President.
Section 4. Secretary (Portuguese):
The secretary shall have the responsibility of keeping all the Portuguese correspondence. If and when necessary He or she shall translate to Portuguese the proceedings from the meetings. The secretary shall also perform other duties as delegated by the President. He or she shall be responsible for the membership records. The existence of two secretaries in this Foundation is related to what was determined in Section 2 Paragraph e) of ARTICLE I.
Section 5. Treasurer:
The Treasurer shall be responsible and safely keep all the funds of the Foundation, be responsible for payments in relation to the Portuguese Program at the California State University, Stanislaus, or other teaching establishments, and also be responsible for all the deposits required by the State and Internal Revenue Service related to the Portuguese Program at the California State University, Stanislaus while this responsibility is the duty of the Foundation. He or she shall deposit the funds of the Foundation in a bank designated by the Board of Directors. The Treasurer shall make all the payments that are the responsibility of the Foundation, after approval of such payments by the Board of Directors. The Treasurer shall render all accounts whenever required by the President, to the Board of Directors, Executive Committee, or to the Committee foreseen in Section 6 Paragraph a) of ARTICLE III. He or she shall also have the responsibility of notifying all the members that have not paid their membership. The Treasurer shall also perform other duties as delegated by the President.
Section 6. Recruiting new members:
It shall be the responsibility of all members of the Executive Committee to recruit new members to the Foundation.
ARTICLE V
ELECTIONS, TERM OF OFFICE, AND ELECTED ENTITIES
Section 1. Elections:
a) The Board of Directors shall be elected by the General Assembly, summoned to a meeting for such purpose. The Assembly shall receive an election list, prepared by the existing Board of Directors. Such list must have a minimum of two (2) names over and above the number eleven (11), in order to offer selection.
b) The first Board of Directors must be elected by the General Assembly, summoned to a meeting for such purpose. The Assembly shall receive an election list, prepared by the Founding members. Such list must have a minimum of two (2) names over and above the number eleven (11), in order to offer selection.
Section 2. Term of Office:
The term of office for all elected members of this Foundation is three (3) years. One-third (1/3) shall be elected each year and shall hold office until their respective successors are elected. No Executive member shall serve for more than three (3) consecutive terms. However, an Executive member can be elected for more than three (3) consecutive terms, if elected for a different office.
Section 3. Election of the President:
Upon the election of the Board of Directors, the same, in a period of seven (7) days shall elect its President, who, according to Section 4 Paragraph d) of ARTICLE II of these By-Laws, shall exercise the same function in the Executive Committee and shall be the President of the Foundation.
Section 4. Election of the Executive Committee:
Upon the election of the Board of Directors, the same, in a period of seven (7) days shall elect the Executive Committee, according to Section 3 of ARTICLE III.
Section 5. Fulfillment of Duties of Elected Positions
None of the members of this Foundation shall exercise or be elected to more than one Executive post simultaneously.
a) In case of an Executive vacancy, the President can appoint a member that has already held an office, but only until the next meeting of the Board of Directors.
Section 6. Vacancies:
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise shall be filled exclusively by election by the Board of Directors.
ARTICLE VI
HEADQUARTERS
The headquarters for the transaction of the business of this Foundation is hereby fixed and located in the City of Turlock, in Stanislaus County. However, with a unanimous vote of the Board of Directors and two-thirds (2/3) of the General Assembly, at any time the headquarters may be changed to any County in the Central Valley of California.
ARTICLE VII
BY-LAWS
Section 1. Approval:
These By-Laws become effective after being approved and signed by the Founding members, named in the Certificate of Incorporation of the Foundation.
Section 2. Amendments of By-Laws:
These By-Laws can be amended always and when the following conditions are observed:
a) The amendment shall be presented documentation to the Board of Directors. b) There shall be a study period of thirty (30) days.
c) The agenda and a written notice for the meeting of the Board of Directors and General Assembly shall be mailed by first class and a minimum of twenty-one (21) days prior to the date of the holding of the meeting.
d) The amendment must be approved by two-thirds (2/3) of the Board of Directors and one-third (1/3) of the General Assembly present.
ARTICLE VIII
MEETINGS, PLACES, AND DATES
It shall be the responsibility of the Board of Directors to summon the members to any or all regular or extraordinary meetings. The Board of Directors shall also have the responsibility of scheduling and designating the meeting locations.
a) No extraordinary meeting shall be summoned if the following conditions are not observed:
1. In order to call an extraordinary meeting five (5) members of the Board of Directors shall be in agreement and the proper documentation must be prepared by the Secretary (English).
2. The agenda must be sent to the remaining members of the Board of Directors, by first class mail, a minimum of seventy-two (72) hours prior to the scheduled meeting.
ARTICLE IX
THE ORIGIN OF THE MEMBERS
This Foundation will accept as members any individual, of either sex, without discrimination as to origin, race, or nationality, any individual eighteen (18) years or older who is willing to obey these By-Laws and who supports the principles of this Foundation.
ARTICLE X
SEAL AND MOTTO OF THE FOUNDATION
It will be the responsibility of the Founding members to choose the Seal and Motto of the Foundation. Its alteration will not be permitted unless two-thirds (2/3) of the Board of Directors and one-third (1/3) of the General Assembly approve such alteration.
ARTICLE XI
DEFINITION
The future includes the present, the masculine gender includes the feminine, the singular form includes the plural, the plural form includes the singular, the believer includes the non-believer, the origin includes all origins, and the color includes all colors.
ARTICLE XII
COMPENSATION
The Directors or any other member of this Foundation shall receive no compensation for their services as such, except when approved by the Board of Directors.
ARTICLE XIII
HOW MEETINGS SHOULD BE CONDUCTED
Unless otherwise provided in the Articles of Incorporation or the By-Laws of the Foundation, Robert's Rules of Order shall govern the proceedings at all meetings.