BYLAWS

ARTICLE I.  NAME AND PURPOSE

Section 1 Name

Muriel’s Angels will be the name of this organization. It shall be incorporated under the laws of the State of California.

 

 

Section 2 Purpose

The organization is incorporated solely for charitable purposes. The purpose of the organization is:

The purpose of the charitable organization is to facilitate funding for the special needs of physically and mentally disabled children in Orange County, California who’s needs are not covered by local, state or federal programs. These special needs include but are not limited to any adaptive equipment that improves quality of life and Activity of Daily Living. 

 

 

Section 3 Non-Discrimination Policy

Pursuant to Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973 and the Age Discrimination Act of 1975, Sample Organization recruits, employs, assigns and promotes staff, terminates employment, accepts patients, volunteers and board members, determines rates of pay and other benefits without discrimination on the basis of age, gender, sexual orientation, disability, ethnic identity, religion or creed.

 

ARTICLE II.  MEMBERSHIP           

The members of the Corporation shall be the Board of Directors.

 

 

ARTICLE III.  BOARD OF DIRECTORS

Section 1 Powers and Duties of the Board

The Board of Directors shall manage the business, property and affairs of the organization, and may exercise and delegate any and all of the powers of the organization as it sees fit, subject only to restrictions imposed by statute, the organization Articles of Incorporation, and these Bylaws. The Board of Directors shall establish corporate and administrative policies; authorize operational goals and objectives; emphasize overall corporate planning; authorize agreements and contracts; adopt the budget; approve committee appointments; provide for the maintenance of headquarters; employ, direct and discharge executive personnel; authorize meetings; review committee reports; and determine action to be taken. Board members shall actively participate in community outreach, gift solicitation, and event and campaign planning.

Section 2 Number of Directors and Compensation

The board shall have up to 12, but not fewer than 5 members. The board receives no compensation other than reasonable expenses.

Section 3 Term

Board members shall be elected to One-year terms and are eligible for election.

Section 4 Elections

The Nominating Committee will nominate one person for each of the available seats to be filled on the Board of Directors by October of each year.  New directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next fiscal year.

Section 5 Quorum

A quorum will consist of a simple majority (51%) of the Board of Directors.  A quorum of the Board of Directors must be present to conduct business. 

Section 6 Meetings

Regular meetings of the Board of Directors shall be held as determined by the Board.  Special meetings of the Board of Directors may be held at any time upon twenty-four (24) hour notice, oral or written, by the President, Vice-President, Secretary, Treasurer, or by three other members of the Board of Directors.

Section 7 Notice of Meetings

Written notice stating the place, date and hour of any regular meeting of the Board of Directors shall be delivered personally, electronically, or by mail to each Director with a minimum of five (5) days notice.

Section 8 Electronic Meetings

Members of the Board of Directors or any committee designated by the Board may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can communicate with each other. Participation in a meeting pursuant to this section shall constitute presence at such meeting.

Section 9 Resignations, Termination and Absences

Resignation from the board must be in writing and received by the President or the Secretary. Board members may be excused from attendance upon notification to the President prior to the scheduled meeting. Board members shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.

Section 10       Vacancies

Vacancies occurring on the Board of Directors may be filled at any time by appointment of the President with approval of two-thirds vote of the Board of Directors.  The appointment will be for the unexpired term of the position. Fulfillment of appointed partial terms shall not count toward a director’s term; appointed directors may serve additional full terms subject to term limitations addressed in Section 3.

ARTICLE IV.  OFFICERS

Section 1 General

The Officers of this Corporation shall be President, Vice President, Marketing and Fundraising Coordinator, Director of Information and Communications, Secretary, Treasurer and 2 at large program directors. Each Officer of this Corporation shall be a member of the Board of Directors. The executive committee shall consist of the President, Vice-President, Secretary and Treasurer.

Section 2 Election and Terms of Office

Board members shall be elected to One-year terms and are eligible for election.

Section 3 Resignation and Removal

Whenever, in the judgment of the Board of Directors, the best interests of the organization will be served, any officer may be removed from office by the affirmative vote of two-thirds of the Board of Directors. Any officer may resign at any time by delivering a written resignation to the President and the Secretary.

Section 4 Vacancies

In the event a vacancy occurs in any Officer's position, it shall be filled in the following manner until the next annual election:

  1. The Board of Directors shall elect replacements for all vacancies.

Section 5 Duties and Responsibilities of Officers

The Officers shall possess such powers and perform such duties as shall be determined by the Board of Directors.

  • The President of the Board shall:

    • Preside at all meetings of the Board of Directors and the Executive Committee;

    • Perform other duties customary to the Office of President, or as directed by the Board of Directors.

b. Vice President of the Board Shall:

  • Preside at all meetings of the Board of Directors and the Executive Committee in the absence of the president;

  • Perform other duties customary to the Office of Vice President, or as directed by the Board of Directors.

  • The Secretary shall:

    • Oversee notice and maintenance of the minutes of the meetings the Board of Directors, and the Executive Committee;

    • Perform other duties customary to the Office of the Secretary, and as may be required or requested by the Board of Directors or the President of the Board.

  • The Treasurer shall:

    • Be the custodian of the corporate funds of Muriel’s Angles however received, save and except for such funds as the Board of Directors.

    • Serve as Chair of the Finance Committee;

    • Disburse the funds of Muriel’s Angles as ordered by the Board of Directors;

    • Oversee day-to-day authority for managing the finances of Muriel’s Angles;

    • Provide such financial reports and statements as the Board of Directors or Executive Committee may from time to time require or request; and

    • Supervise the keeping and auditing of the accounts which shall be open at all times to inspection by the Board of Directors and the Executive Committee

  • Director of Marketing and Fundraising shall:

    • Be the primary contact for promotion of programs performed by Muriel’s Angels.

    • Be the primary contact for fundraising activity related to Muriel’s Angels

    • Serve as chair of marketing and fundraising committee

    • Provide marketing and fundraising report at board of directors meeting

f.  Director of Information and Communications shall:

  • Disseminate information via electronic media

  • Serve as chair of the information and media committee

  • Provide information and website report at board of directors meeting.

g. At Large Program Director:

  • Formulate and mange individual programs that meet the requirements for consideration Muriel’s Angles.

  • Serve as chair of program committee

  • Provide program report at board of directors meeting.

ARTICLE V.  COMMITTEES        

Section 1 Committee formation

The board may create committees as needed. The President appoints all committee chairs from the membership of the Board. The President may appoint limited term task forces at any time with approval by the Executive Committee; standing and longer-term committees shall be created with the affirmation of majority vote of the board.

 

Section 2 Executive Committee

The following board officers serve as the members of the Executive Committee (President, Vice President, Secretary, Treasurer.)  Except for the power to amend the articles of incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.

 

Section 3 Finance Committee

The treasurer is the chair of the Finance Committee, which has at minimum 3 members. The Finance Committee is responsible for developing and reviewing fiscal procedures and annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. The board or the Executive Committee must approve any major change in the budget.

 

Section 3.1 Audit Task Force

The Finance Committee on an as-needed basis shall appoint an audit task force who shall monitor the audit process. A member of the board that does not serve on the Finance Committee shall chair the audit task force.  The task force must at minimum contain two members from the Finance Committee .

 

Section 4 Marketing and Fundraising committee

The Marketing Committee shall be chaired by the Marketing and Fundraising Coordinator of the board and consist of not less than 3 members. The Committee shall monitor and provide suggestions on activities related to marketing and fundraising.

 

Section 6 Information and Website Committee

The information and website committee shall be chaired by the Director of Information and Communications of the board and consist of not less than 3 members. The Committee shall oversee all communications and provide suggestions related to communications.

 

Section 7 Programing Committee 

The programing committee is co-chaired by the two at large program directors. All members of the board are members of the programing committee. The committee is responsible for planning, implementing and evaluating programs for Muriel’s Angles.

 

 

Section 8 Nominating Committee

The nominating committee shall be chaired by the Vice-President and consist of not less than 3 members. The committee shall be responsible for selecting a slate of directors and officers for consideration by the full board on an annual basis.

 

ARTICLE VI. EXECUTION OF DOCUMENTS 

Section 1 Documents, Obligations and Disbursements

Policies regarding documents, obligations and disbursements are set forth in the organization’s operations policies, which shall be reviewed on an annual basis by the board.

 

ARTICLE VII. PARLIAMENTARY AUTHORITY

Section 1 Fiscal Year

The designated fiscal year of this corporation shall be January 1st to December 31st.

 

Section 2 Parliamentary Authority

The most recent edition of Robert’s Rules of Order shall serve as the Parliamentary Authority for the organization.

 

ARTICLE VIII.  INDEMNIFICATION

Section 1 General

Unless expressly prohibited by law, the Corporation shall fully indemnify any person made, or threatened to be made, a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person, or such person's testator or in testate, is or was a director, officer, employee or agent of the Corporation or serves or served any other enterprise at the request of the Corporation, against all expenses (including attorneys' fees), judgments, fines and amounts paid or to be paid in settlement incurred in connection with such action, suit or proceeding.

 

Section 2 Limitation of Liability

Officers, directors and other persons who perform services for the corporation and who do not receive compensation other than reimbursement of expenses ("volunteers") shall be immune from civil liability. Additionally, persons regularly employed to perform a service for a salary or wage ("employees") shall not be held personally liable in damages for any action or omission in providing services or performing duties on behalf of the corporation in an amount greater than the amount of total compensation (other than reimbursement of expenses) received during the twelve (12) months immediately preceding the act or omission for which liability was imposed. Regardless of the amount of liability insurance maintained, this limitation of liability for volunteers and employees shall not apply when the injury or damage was a result of the volunteer or employee's willful misconduct, crime (unless the volunteer or employee had reasonable cause to believe that the act was lawful), transaction that resulted in an improper personal benefit of money, property or service to the volunteer or employee, or act or omission that was not in good faith and was beyond the scope of authority of the corporation pursuant to this act or the corporate charter. This limitation of liability shall not apply to any licensed professional employee operating in his or her professional capacity. The Corporation is liable only to the extent of the applicable limits of insurance coverage it maintains.

ARTICLE IX.  AMENDMENTS

Section 1. Amendments

In order to amend the Bylaws, notice of the proposed amendment shall be delivered personally, electronically or by mail to each member of the Board of Directors at least two weeks prior to the time of the vote on the proposed amendment.  The Bylaws shall be amended by a 2/3 vote of the Board of Directors.

 

 

 

Bylaws certified by Board of Directors.

 

ARTICLES OF INCORPORATION

California

 

 

Nonprofit Corporation Articles of Incorporation

 

Pursuant to §5000 of the laws of California, the undersigned majority of whom are citizens of the United States, do hereby submit these Articles of Incorporation for the purpose of forming a nonprofit public benefit corporation.

ARTICLE 1

 

Name

The name of the corporation is:  Muriel’s Angles  

ARTICLE 2

 

Existence

The corporation shall have perpetual existence.

ARTICLE 3

Effective Date

The effective date of incorporation shall be: upon filing by the Secretary of State.

ARTICLE 4

 

Members

The direction and management of the affairs of this corporation and the control and disposition of its properties and funds shall be vested in a Board of Directors comprised of a minimum of 5 and may be fixed by the Bylaws of this corporation. The directors shall continue to serve until their successors are selected in the manner provided in the Bylaws of the corporation. 

ARTICLE 5

 

Type of non-profit corporation

The corporation is nonprofit Public Benefit Corporation organized under the nonprofit public benefit corporation law for charitable purposes.  The corporation is not organized for the private gain of any person.

ARTICLE 6

 

Initial Agent for Service of Process

The name of the initial agent for service of process is:

John C. Ludwig

ARTICLE 7

 

Directors

The corporation’s initial directors are as follows:

President: John C Ludwig 

Vice President:  Anthony P Minite

 

Secretary:  Kassidi Palmer 

 

Treasurer: David Brown 

 

Director of Marketing and Fundraising:  Jeffrey P Mills  

 

Director of Information and Communications: Mark Paolella

 

Board Member (at large): Jeff Shields

ARTICLE 8

 

Indemnification

The corporation does indemnify any directors, officers, employees, incorporators, and members of the corporation from any liability regarding the corporation and the affairs of the corporation, unless the person fraudulently and intentionally violated the law and/or maliciously conducted acts to damage and/or defraud the corporation, or as otherwise provided under applicable California statute.

ARTICLE 9

 

Purpose

The purpose of the corporation is exclusively for charitable, 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 and herein stated as follows:

The purpose of the charitable organization is to facilitate funding for the special needs of physically and mentally disabled children in Orange County, California who’s needs are not covered by local, state or federal programs. These special needs include but are not limited to any adaptive equipment that improves quality of life and Activity of Daily Living.     

 

The character and essence of the corporation is the same as the purpose.

 

ARTICLE 10

Prohibited Activities

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 11. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.

 

ARTICLE 11

Distributions Upon Dissolution

Upon the dissolution of the corporation, after paying or making provisions for the payment of all the legal liabilities of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine which are organized and operated exclusively for such purposes.

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