Bylaws of Umoja Community Education Foundation
A California Nonprofit Public Benefit Corporation
Approved August 29, 2017
Revised March 23, 2018
The name of this corporation is Umoja Community Education Foundation.
The specific purpose of the Corporation shall include without limitation: the primary objectives and purposes of this corporation are educational and charitable with special emphasis in providing professional development activities and training that supports culturally responsive curriculum and services for faculty, staff, and students in the Umoja Community affiliated programs, and engaging in all lawful activities related thereto.
3.1 Principal Office
The principal office of Umoja Community Education Foundation for the transaction of its business shall be located in Sacramento, California, or in such other place as may be specified by resolution of the Board.
3.2 Other Offices
Umoja Community Education Foundation may also have branch or subordinate offices at other places, within or outside California, as the Board may determine.
4.1 Political Activities
The Corporation has been formed under California Nonprofit Corporation Law for the charitable purposes described in Article 2 and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in any political campaign (including the publishing or distribution of statements) on behalf of, or in opposition to, any candidate for public office.
4.2 Prohibited Activities
The Corporation shall not, except in any insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described in Article 2. The Corporation may not carry on any activity for the profit of its Officers, Directors or other persons or distribute any gains, profits or dividends to its Officers, Directors or other persons as such. Furthermore, nothing in Article 2 shall be construed as allowing the Corporation to engage in any activity not permitted to be carried on (i) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) or (ii) by a corporation, contributions to which are deductible under section 170(c)(2) of the Code.
Umoja Community Education Foundation shall have no members, as defined in Section 5056 of the California Nonprofit Public Benefit Corporation Law, as amended (the “Nonprofit Corporation Law”). Umoja Community Education Foundation may from time to time use the term “members” to refer to persons associated with it, but such persons shall not be members within the meaning of Section 5056 of the Nonprofit Corporation Law.
Subject to the provisions of the Nonprofit Corporation Law, Articles of Incorporation, and these Bylaws, Umoja Community Education Foundation’s activities and affairs shall be conducted, and all corporate powers shall be exercised, by or under the direction of the Board of Directors of Umoja Community Education Foundation (the “Board”). Directors shall have no power as individual directors and shall act only as members of the Board.
6.2 Number of Directors
The number of authorized directors of Umoja Community Education Foundation shall not be less than 9 nor more than 15, with the exact number of authorized directors to be fixed by resolution of the Board from time to time. This number shall include the representatives from the Council of Elders and Advisory Council as outlined in Appendix A as well as recommended individuals who are alumni from Umoja affiliated programs and/or from the Umoja student population.
6.3 Restriction Regarding Interested Directors
No more than forty nine (49%) of the directors serving on the Board may be interested persons. For purposes of this section, “interested persons” means any person receiving compensation from the organization for services rendered within the previous 12 months, whether as a full or part time Officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation (e.g. reimbursement for travel expenses) paid to a Director serving in their role as a Director, or, any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person. Directors of the Umoja Community Education Foundation will seriously consider the ramifications of any interested person desiring to serve on the Board.
6.4 Elections and Term of Office
Each Director, except for any students appointed, shall serve for two-year staggered terms. Any student appointed shall serve a one-year term. Terms of office shall commence on January 1 and end on December 31. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which he or she was elected and until the election and qualification of a successor, or until that Director’s earlier resignation or removal in accordance with these Bylaws and California Nonprofit Corporation Law. Election shall require approval of a majority of directors present at a meeting at which a quorum is present. A director may not serve for more than three (3) consecutive terms, unless otherwise determined by the Board. However, a director may be elected to the Board to serve for any number of additional terms so long as there is at least a one-year break between sets of three (3) consecutive terms, or every six years. A director shall hold office until a successor has been elected and duly qualified or until that director’s earlier resignation or removal in accordance with these Bylaws. This section does not apply to the inaugural board members.
A vacancy or vacancies on the Board shall exist in the event that the actual number of directors is less than the authorized minimum number for any reason. In addition, the Board may declare by resolution a vacancy in the office of any director who has been declared of unsound mind by an order of court, convicted of a felony, or found by final order or judgment of any court to have breached a duty under Article 3 of Chapter 2 of the Nonprofit Corporation Law.
Except as provided below, any director may resign at any time by giving written notice to the President or the Executive Director (as each is defined in Article 9). The resignation shall take effect upon receipt of notice or at any later time specified in the notice. The resignation need not be accepted to be effective. If a director’s resignation is effective at a later time, the Board may elect a successor to take office as of the date when the resignation becomes effective. Except on notice to the Attorney General of California, no director may resign if Umoja Community Education Foundation would be left without a duly elected director or directors.
A director may be removed from office at any time, with or without cause, by approval of at least two-thirds of the directors then in office, provided that a quorum is present. No reduction in the authorized number of directors shall have the effect of removing any director before that director’s term of office expires unless the reduction also provides for the removal of that specified director in accordance with these Bylaws and the Nonprofit Corporation Law.
6.8 Filling Vacancies
Vacancies on the Board may be filled, at a regular or special meeting of the Board, by approval of the Board or, if the number of directors then in office is less than a quorum, by (i) unanimous written consent of the directors then in office, (ii) a vote of a majority of the directors then in office at a meeting held with notice in accordance with Section 7.4 or waiver of notice in accordance with Section 7.6, or (iii) a sole remaining director. A director elected to fill an existing vacancy shall hold office for the unexpired portion of the term, or until resignation, or removal from office.
6.9 Compensation and Reimbursement
Directors shall not receive any compensation for their services as directors. The Board may authorize the advancement or reimbursement to a director of actual reasonable expenses incurred in carrying out his or her duties as a director.
6.10 Conflict of Interest Policy
The Board shall adopt a policy that requires directors and officers to disclose interests that constitute or could result in a conflict of interest (the “Conflict of Interest Policy”). This policy will be distributed annually to be reviewed and signed by each director. The Conflict of Interest Policy shall also specify, in accordance with Sections 5233 and 5234 of the Nonprofit Corporation Law, the procedures the Board will follow in reviewing transactions that constitute a self-dealing transaction under Section 5233 of the Nonprofit Corporation Law or could otherwise involve a conflict of interest. The Board shall monitor compliance with the Conflict of Interest Policy.
7.1 Regular Meetings
Regular meetings of the Board shall be held at such dates, times, and places as determined by the Board. Each year, the Board shall hold at least one meeting, designated as the annual meeting, and shall hold at least one meeting in which the agenda includes filling vacancies on the Board, if any, arising from expiration of terms.
7.2 Special Meetings
Special meetings of the Board, for any purpose, may be called at any time by the President or the Vice President (if any), or the Secretary, or any two directors. The meeting shall be held at a place within California as designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of Umoja Community Education Foundation.
7.3 Telephone and Electronic Meetings
Any meeting may be held by telephone conference, electronic video screen, or similar communication equipment, as long as all directors participating in the meeting can hear one another. All such directors shall be deemed to be present in person at such a meeting.
Regular meetings may be held without notice if the date, time, and place of the regular meetings are fixed by action of the Board. Notice of the date, time, and place of a
special meeting, or of a regular meeting if not designated by the Board, shall be given to each director by one of the following methods: (a) upon four (4) days’ notice if by first-class mail; or (b) forty-eight (48) hours before the meeting if (i) by personal delivery of written notice; (ii) by telephone, whether directly to the director, to a person at the director’s office who would reasonably be expected to communicate that notice promptly to the director, or by voice-messaging system; (iii) by facsimile transmission; or (iv) by e-mail. All such notices shall be given or sent to the director’s address, e-mail address, or telephone number as shown on the records of Umoja Community Education Foundation. The notice shall state the date and time of the meeting, and the place if other than the principal office of Umoja Community Education Foundation. It need not specify the purpose of the meeting.
Each director present and voting at a meeting shall have one vote on each matter presented to the Board for action at that meeting. No director may vote at any meeting by proxy.
7.6 Waiver of Notice
Notice of a meeting need not be given to any director who signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting, whether before or after the meeting, or attends the meeting without protesting the lack of notice, either before or at the commencement of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.
A majority of the total number of directors then in office (but no fewer than two directors or one-fifth of the authorized number of directors, whichever is greater) shall constitute a quorum. An action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the Board, except as provided by Section 5211 of the Nonprofit Corporation Law or as elsewhere provided in these Bylaws. No business shall be considered by the Board at any meeting at which a quorum is not present. The directors at a duly held meeting at which a quorum is initially present may continue to transact business, despite the departure of directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of adjournment to another time or place need not be given unless the original meeting is adjourned for more than twenty-four (24) hours, in which case notice shall be given, before the time of the adjourned meeting, to the directors who were not present at the time of the adjournment.
7.9 Action Without a Meeting
Any action that the Board is required or permitted to take may be taken without a meeting if all directors, individually or collectively, consent in writing to the action; provided that the consent of any “interested director” as defined in Section 5233 of the Nonprofit Corporation Law shall not be required for approval of that transaction. Such action by written consent shall have the same force and effect as a unanimous vote of the directors. All such consents shall be filed with the minutes of the proceedings of the Board. Written consent may be transmitted by first-class mail, messenger, courier, facsimile, e-mail or any other reasonable method satisfactory to the President.
8.1 Board Committees
The Board President may, by resolution of a majority of directors then in office, provided that a quorum is present, create, and appoint members to, one (1) or more committees (“Board Committees”), each consisting of two (2) or more directors, including the Executive Committee (elected officers) to serve at the pleasure of the Board. The Board shall create an audit committee as required by the California Nonprofit Integrity Act of 2004 (the “Nonprofit Integrity Act”). The Executive Committee, Audit Committee, Council of Elders, and the Advisory Council are standing committees. Only directors may serve on the Audit Committee. The Board President may appoint one (1) or more directors as alternate members of any such Board Committee, who may replace any absent Board Committee member at any meeting of the Board Committee. Any such Board Committee, to the extent provided in the Board resolution, shall be subject to the limitations set out in Section 5212 of the Nonprofit Corporation Law.
8.2 Action of Board Committees
Except as may be contemplated by resolution of the Board, meetings and actions of Board Committees shall be governed by, held, and taken in accordance with the provisions of these Bylaws concerning meetings and other Board actions. Committees shall report to the board on a regular basis. Each Board Committee shall keep minutes of each meeting, which shall be kept and filed with the corporate records.
The Board may create and appoint individuals to one (1) or more committees (“Committees”), each consisting of two (2) or more directors, non-directors, or a combination of directors and non-directors. Committees may not exercise the authority of the Board to make decisions on behalf of Umoja Community Education Foundation. Committees shall be restricted to making recommendations to the Board and implementing Board or Board Committee decisions and policies under the supervision and control of the Board. The Board may, at any time, revoke or modify any or all of the responsibilities assigned to the Committee.
8.3.1 Audit Committee
Nonprofit Integrity Act/Audit Committee
In any fiscal year in which the Corporation receives or accrues gross revenues of two million dollars or more (excluding grants from, and contracts for services with, governmental entities for which the governmental entity requires an accounting of the funds received), the Board shall (i) prepare annual financial statements using generally accepted accounting principles that are audited by an independent certified public accountant (“CPA”) in conformity with generally accepted auditing standards; (ii) make the audit available to the Attorney General and to the public on the same basis that the Internal Revenue Service Form 990 is required to be made available; and (iii) appoint an Audit Committee.
The Audit Committee shall not include paid or unpaid staff or employees of the Corporation, including, if staff members or employees, the President or chief executive officer or the Treasurer or chief financial officer (if any). If there is a finance committee, members of the finance committee shall constitute less than 50% of the membership of the Audit Committee and the chairperson of the Audit Committee shall not be a member of the finance committee. Subject to the supervision of the Board, the Audit Committee shall:
(a) make recommendations to the Board on the hiring and firing of the CPA;
(b) confer with the CPA to satisfy Audit Committee members that the financial affairs of the Corporation are in order;
(c) approve non-audit services by the CPA and ensure such services conform to standards in the Yellow Book issued by the United States Comptroller General; and
(d) if requested by the Board, negotiate the CPA’s compensation on behalf of the Board.
8.3.2 Council of Elders
The Board shall ensure that a Council of Elders is a thriving committee of the board. The Council of Elders maintains the Spirit of Umoja by providing wise counsel. The Spirit of Umoja refers to the Ethic of Love on which the organization was founded. It is central to the teaching philosophy of Umoja practitioners and serves as a reminder to consider the needs of the students first and foremost. One member of the Council of Elders shall be designated to serve on the Umoja Board and is a voting member of the Board. The designee shall attend all regularly scheduled Umoja Board meetings and retreats. (See Appendix A)
8.3.3 Advisory Council
Members of the Advisory Board shall serve as ambassadors in their communities and serve as advisors around their area of expertise to the Umoja Board. One member of the Advisory Council shall be designated to serve on the Umoja Board and is a voting member of the Board. The designee shall attend all regularly scheduled Umoja Board meetings and retreats. (See Appendix A)
The officers of Umoja Community Education Foundation shall be a president (the “President”), a vice president (the “Vice President”), a secretary (the “Secretary”), a treasurer (the “Treasurer”), and such other officers as the Board may determine. The President must be a director. Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as the President. Any one of these offices may be held by two individuals, in which case, any reference to the singular office shall refer to both individuals holding the office.
9.2 Election and Term of Office
Officers of the Umoja Community Education Foundation shall be elected by the Board at any time for a one-year term and shall serve at the pleasure of the Board, subject to the rights, if any, of any officer. Officers may be elected for 3 (three) consecutive terms.
Any officer may resign at any time by giving written notice to the President or the Corporation. The resignation shall take effect upon receipt of notice or at any later time specified in the notice. The resignation need not be accepted to be effective. Any resignation shall be without prejudice to the rights, if any, of Umoja Community Education Foundation under any contract to which the officer is a party.
Any officer may be removed with cause by the Board or by any officer on whom the Board may confer that power of removal, without prejudice to any rights of an officer under any contract of employment.
A vacancy in any office for any reason shall be filled in the manner prescribed in these
Bylaws for regular appointments to that office. Vacancies can be filled temporarily by appointment by the President, and the appointee shall remain in office for 60 days, or until the next regular meeting of the Board, whichever comes first. Thereafter, the position can only be filled by action of the Board.
The President shall preside at all meetings of the Board, if present, and shall exercise and perform such other powers and duties as the Board or these Bylaws may prescribe.
9.7 Vice President
The Vice President shall have such powers and perform such duties as the Board or these Bylaws may prescribe. In the absence of the President, the Vice President selected by the Board shall preside at Board meetings.
9.8 Immediate Past President
The Immediate Past-President who is a current board member shall have all rights and responsibilities of current board members and shall mentor the incoming president as needed and serves at the pleasure of the President. The Immediate Past-president serves on task forces or other committee as requested by the President and serves as a liaison to one or more committees. Past Presidents who are not board members shall have no voting power on the Board.
The Secretary shall supervise the maintenance of Umoja Community Education Foundation’s Articles of Incorporation, Bylaws, and minutes and records of the proceedings of the Board and its committees, and the giving of notices as may be proper or necessary. The Secretary shall share at all reasonable times, to any Director, or to his or her agent or attorney, the Bylaws and the minutes. The Secretary shall have such other powers and duties as the Board or these Bylaws may prescribe.
The Treasurer shall be the chief financial officer of Umoja Community Education Foundation and shall lead the Board’s oversight of the charge and custody of all funds of Umoja Community Education Foundation, the deposit of such funds in the manner determined by the Board, and the keeping and maintaining of adequate and correct accounts of Umoja Community Education Foundation’s properties and business transactions, and shall render reports and accountings as required by law, these Bylaws or by the Board. The books of account shall be open to inspection by any Director at all reasonable times. The Treasurer shall have such other powers and duties as the Board or these Bylaws may prescribe.
9.12 Executive Director
9.12.1 The Executive Director shall act in this role for as long as he or she is employed by Umoja Community Education Foundation as Executive Director.
9.12.2 Subject to such supervisory powers as may be given by the Board to the President, the Board may hire a chief executive who shall be the general manager of the Corporation, and subject to the control of the Board, shall supervise, direct and control the Corporation's day-to-day activities, business and affairs. The chief executive (who may be referred to as the “executive director”) shall be empowered to hire, supervise and fire all of the employees of the Corporation, under such terms and having such job responsibilities as the chief executive shall determine in his or her sole discretion, subject to the rights, if any, of the employee under any contract of employment. The chief executive may delegate his or her responsibilities and powers subject to the control of the Board. He or she shall have such other powers and duties as may be prescribed by the Board or these Bylaws. Additionally, the Board may, by resolution, appoint the Executive Director as an Officer.
9.12.3 The executive director has the right to attend and participate at all meetings of the board, except when the board enters executive session, but shall have no voting powers. The Executive Director shall have such other powers and duties as the Board or these Bylaws may prescribe.
9.13 Compensation Review Policy
The Board shall adopt a policy that sets forth guidelines for the determination, review and approval of the compensation of its key employees, in accordance with applicable law.
10.1 Interested Party Transactions
Except as described in Section 10.2 the Corporation shall not be a party to any transaction:
(a) in which one or more of its Directors or Officers has a material financial interest, or
(b) with any corporation, firm, association, or other entity in which one or more Directors or Officers has a material financial interest.
10.2 Material Financial Interest
A Director or Officer shall not be deemed to have a “material financial interest” in a transaction:
(a) that fixes the compensation of a Director as a Director or Officer;
(b) if the contract or transaction is part of a public or charitable program of the Corporation and it (1) is approved or authorized by the Corporation in good faith and without unjustified favoritism, and (2) results in a benefit to one or more Directors or their families only because they are in the class of persons intended to be benefited by the program; or
(c) where the interested Director has no actual knowledge of the transaction and it does not exceed the lesser of one percent of the gross receipts of the corporation for the preceding year or $100,000.
10.3 Loans to Directors and Officers
The Corporation shall not make any loan of money or property to or guarantee the obligation of any Director or Officer, unless approved by the Attorney General; except that, however, the Corporation may advance money to a Director or Officer for expenses reasonably anticipated to be incurred in the performance of duties of such Director or Officer, if in the absence of such advance, such Director or Officer would be entitled to be reimbursed for such expenses by the Corporation.
The limitation above does not apply if (i) the loan is necessary, in the judgment of the Board, to provide financing for the purchase of the principal residence of an Officer in order to secure the services of (or continued services of) the Officer and the loan is secured by real property located in California; or (ii) the loan is for the payment of premiums on a life insurance policy on the life of a Director or Officer and repayment to the Corporation of the amount paid by it is secured by the proceeds of the policy and its cash surrender value.
10.4 Non-liability of Directors and a Statement to Require Directors & Officers Insurance
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.
For purposes of this Article 11, “Agent” means any person who is or was a director, officer, employee, or other agent of Umoja Community Education Foundation, or is or was serving at the request of Umoja Community Education Foundation as a director, officer, employee, or other agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a predecessor corporation of Umoja Community Education Foundation or another enterprise at the request of such predecessor corporation; “Proceeding” means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and “Expenses” includes, without limitation, attorneys’ fees and any expenses incurred in establishing a right to indemnification under Section 11.2.
11.2 Right of Indemnity
To the fullest extent permitted by law and as provided by these Bylaws, Umoja Community Education Foundation may indemnify any person who was or is a party or is threatened to be made a party by reason of the fact that such person is or was an Agent of Umoja Community Education Foundation, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding.
11.3 Approval of Indemnity
On written request to the Board by any Agent seeking indemnification, to the extent that the Agent has been successful on the merits, the Board shall promptly authorize indemnification in accordance with Section 5238(d) of the Nonprofit Corporation Law. Otherwise, the Board shall promptly determine, by a majority vote of a quorum consisting of directors who are not parties to the Proceeding, whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) of the Nonprofit Corporation Law has been met and, if so, may authorize indemnification.
11.4 Advancement of Expenses
The Board may authorize the advance of Expenses incurred by or on behalf of an
Agent in defending any Proceeding, before final disposition of the Proceeding, if (i) the
Board finds that the requested advances are reasonable in amount under the circumstances, and (ii) the Agent submits a written undertaking to repay the advance unless it is ultimately determined that the Agent is entitled to be indemnified by Umoja Community Education Foundation for those Expenses.
Umoja Community Education Foundation shall have the right to purchase and maintain insurance on behalf of any Agent against any liability asserted against or incurred by the Agent in such capacity or arising out of the Agent’s status as such, whether or not Umoja Community Education Foundation would have the power to indemnify the Agent against such liability under this Section 11, provided, that Umoja Community Education Foundation shall not have the power to purchase and maintain such insurance to indemnify any Agent of Umoja Community Education Foundation for a violation of Section 5233 of the Nonprofit Corporation Law.
12.1 Inspection by Directors
Every director shall have the right at any reasonable time to inspect Umoja Community Education Foundation’s books, records, documents, and physical properties. The inspection may be made in person or by the director’s agent or attorney. The right of inspection includes the right to copy and make extracts.
12.2 Financial Reporting
Umoja Community Education Foundation shall produce and distribute the financial and other reports required by the Nonprofit Corporation Law, including, without limitation, the annual report required by Section 6321 and the statement of transactions or indemnification required by Section 6322, and if required, produce and make publicly available the financial statements required by the Nonprofit Integrity Act.
12.3 Fiscal Year
The fiscal year of Umoja Community Education Foundation shall end on June 30, unless otherwise determined by the Board.
12.4 Electronic Transmissions
Unless otherwise provided in these Bylaws, and subject to any guidelines and procedures that the Board may adopt from time to time, the terms “written” and “in writing” as used in these Bylaws (including, without limitation, the written consents contemplated by Section 7.9) include any form of recorded message in the English language capable of comprehension by ordinary visual means, and may include electronic transmissions, such as facsimile or e-mail; provided that (i) Umoja Community Education Foundation has obtained a valid written consent from the recipient to the use of such means of communication; (ii) for electronic transmissions to Umoja Community Education Foundation, Umoja Community Education Foundation has in effect reasonable measures to verify that the sender is the individual purporting to have sent such transmission; and (iii) the transmission creates a record that can be retained, retrieved, reviewed, and rendered into clearly legible tangible form.
The Board or its designee may accept on behalf of Umoja Community Education Foundation any contribution, gift, bequest, or devise for the charitable purposes of Umoja Community Education Foundation.
The Board shall exercise itself, or delegate, subject to its supervision, control over grants, contributions, and other financial assistance provided by Umoja Community Education Foundation.
All funds of Umoja Community Education Foundation shall be deposited to the credit of Umoja Community Education Foundation in such banks, trust companies, or other depositories or agency organizations as the Board may authorize.
The Board may authorize by Resolution any officer(s) or agent(s), in the name of and on behalf of Umoja Community Education Foundation, to enter into any contract or execute any instrument. Any such authority may be general or confined to specific instances, or otherwise limited. In the absence of any action by the Board to the contrary, the President and the Executive Director are each authorized to execute such instruments on behalf of the corporation.
13.5 Payment of Money
Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of Umoja Community Education Foundation may be signed by the President, the Executive Director, or the Treasurer plus one additional office.
Article 14. Distribution of Assets upon Dissolution
Upon the dissolution or winding up of the Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of the 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) of the Code.
15.1 Amendment by Directors
The Board may adopt, amend or repeal bylaws. Such power is subject to the following limitations:
(a) where any provision of these Bylaws requires the vote of a larger proportion of the Directors than otherwise is required by law, such provision may not be altered, amended or repealed except by the vote of such greater number.
(b) no amendment may extend the term of a Director beyond that for which such Director was elected.
(c) if bylaws are adopted, amended or repealed at a meeting of the Board, such action is authorized only at a duly called and held meeting for which written notice of such meeting, setting forth the proposed bylaw revisions with explanations therefore, is given in accordance with these Bylaws, unless such notice is waived in accordance with these Bylaws.
Council of Elders Membership
*Previous Umoja Governing Board members who served before February 1, 2015 are eligible to perform the duties and responsibilities as outlined in the Council of Elders and Advisory Council and are not subject to the qualification requirements listed below. Members of this group may serve on either the Council of Elders or the Advisory Board, but not both.
Council of Elders Committee Description
Membership on the Council of Elders is open to those meeting two or more of the following qualifications:
1. Must be 50 years of age or older.
2. Must have worked as an Umoja coordinator or instructor for a minimum of five years.
3. Must have served as an Umoja Board member for a minimum of one term.
4. Must have participated in an Umoja program and attained a minimum of an Associate in Arts degree.
The Council of Elders shall consist of individuals nominated and approved by the Board of Directors. Nominations and elections to serve on the Council of Elders will happen annually in the fall. New members must receive a majority vote of the Board of Directors.
C. Composition and Function
The Council shall provide support and guidance to the Board and its Executive Committee as well as to Umoja Community Education Foundation staff. The Council of Elders shall have a minimum of three (3) members and no more than nine (9).
Members of the Council of Elders shall serve to maintain the Spirit of Umoja by providing wise counsel to the board. The Spirit of Umoja refers to the Ethic of Love on which the organization was founded. It is central to the teaching philosophy of Umoja practitioners and serves as a reminder to consider the needs of the students first and foremost.
One Elder shall be designated to serve on the Umoja Board of Directors and is a voting member of the Board. The designee shall attend all regularly scheduled Umoja Board meetings and retreats. Assignment shall be by majority vote if more than one Elder is nominated for the position.
Members of the Council of Elders are also responsible for the following duties:
1. Assist with orienting new members to the Umoja Board.
2. Advise on situations involving discord in the organization.
3. Conduct Rituals for Umoja sponsored statewide events, meetings and or activities.
4. Assist in facilitating activities such as Rites of Passage, Middle Passage, Recognition Ceremonies and other “Spiritual” activities as we deem are needed.
E. Term of Office & Frequency of Meetings
The term of office for each Elder member shall be three years. Additional terms shall be determined by the Board of Directors. Members who are grandfathered in because of previous service on the Umoja Governing Board, are not subject to term limits. The Council of Elders shall meet at least twice per year.
Unless an approved leave of absence has been requested and granted by the Board of Directors, Elders who fail to attend regular meetings and do not participate in any activities for more than 12 months are considered retired from the Council and must make a formal request to the Board if they desire to be reinstated.
Advisory Council Membership
*Previous Umoja Governing Board members who served on the Board before February 1, 2015 are considered grandfathered in as eligible in terms of experience and qualifications and are therefore competent to perform the duties and responsibilities as outlined in the Council of Elders and Advisory Council. Previous Umoja Governing Board members may use their grandfathering privilege on either the Council of Elders or the Advisory Council, but not both.
Umoja Advisory Council Committee Description
Membership on the Advisory Council is open to those meeting two or more of the following qualifications:
1. Must have served on a board
2. Must have knowledge of non-profit governance
3. Must be connected to their community through service
The Advisory Council shall consist of individuals nominated and approved by the Board of Directors. Nominations and elections to serve on the Advisory Council will happen annually in the fall. New members must receive a majority vote of the Board of Directors.
C. Composition and Function
The Advisory Council shall consist of individuals and/or organizational bodies nominated and approved by the Board of Directors. They shall provide support and guidance to the Board and the Executive Committee in relation to partnerships and fundraising as outlined in the Umoja Community Education Foundation strategic plan. The Advisory Council shall have a minimum of three (3) members and no more than seven (7).
Members of the Advisory Council shall serve as ambassadors in their communities and serve as advisors around their area of expertise to the Umoja Board of Directors. One member of the Advisory Council shall be designated to serve on the Umoja Board and is a voting member of the Board. The designee shall attend all regularly scheduled Umoja Board meetings and retreats. Assignment shall be by majority vote if more than one Advisory member is nominated for the position.
Members of the Advisory Council are also responsible for the following duties:
1. Provide feedback on the Umoja Community Education Foundation Strategic Plan
2. Participate in Umoja Community Education Foundation program evaluation by reviewing documents and providing feedback)
3. Recommend potential funders/donors
4. Serve on ad hoc committees as needed
E. Term of Office & Frequency of Meetings
The term of office for Advisory Council members shall be three years. Additional terms shall be determined by the Board of Directors. Members who are grandfathered in because of previous service on the Umoja Governing Board, are not subject to term limits. The Advisory Council shall meet at least twice per year.
Unless an approved leave of absence has been requested and granted by the Board of Directors, Advisory Council members who fail to attend regular meetings and do not perform their duties as described in “D” above for more than 12 months shall have their seat deemed vacant.