Bylaws

BYLAWS OF THE ANGELES CHAPTER FOUNDATION

A CALIFORNIA PUBLIC BENEFIT CORPORATION

Adopted January 29, 2000
Amended August 12, 2009 & July 1, 2013

ARTICLE 1. OFFICES

SECTION 1. PRINCIPAL OFFICE   
The principal office of the corporation for the transaction of its business is located in Los Angeles County, California.

SECTION 2. CHANGE OF ADDRESS
The county of the corporation’s principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws:

Dated: __________
Dated: __________
Dated: __________

SECTION 3. OTHER OFFICES
The corporation may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate.

ARTICLE 2. PURPOSES

SECTION 1. OBJECTIVES AND PURPOSES
The primary objectives and purposes of this corporation shall be to engage in charitable, scientific, literary and educational activities purposes within the scope of the activities permitted to tax-exempt corporations in the State of California.

ARTICLE 3. DIRECTORS

SECTION 1. NUMBER
The corporation shall have between 5 and 15 directors and collectively they shall be known as the Board of Directors. The number may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws.

SECTION 2. POWERS
Subject to the provisions of the California Nonprofit Public Benefit Corporation law, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

SECTION 3. DUTIES
It shall be the duty of the directors to:

  1. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws;
  2. Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;
  3. Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
  4. Meet at such times and places as required by these Bylaws;
  5. Register their addresses with the Secretary of the corporation and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.

SECTION 4. TERMS OF OFFICE
Each director shall hold office until the next annual meeting for election of the Board of Directors as specified in these Bylaws, and until his or her successor is elected and qualifies.

SECTION 5. COMPENSATION
Directors shall serve without compensation except that they shall be allowed and paid their actual and necessary expenses incurred in attending Director’s meetings. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Directors may not be compensated for rendering services to the corporation in any capacity other than director unless such other compensation is reasonable and is allowable under the provisions of Section 6 of this Article.

SECTION 6. RESTRICTION REGARDING INTERESTED DIRECTORS
Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the board may be interested persons. For purposes of this Section, “interested persons” means either:

  1. Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; or
  2. 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.

SECTION 7. PLACE OF MEETINGS
Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such place within or without the State of California which has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, any meeting not held at the principal office of the corporation shall be valid only if held on the written consent of all directors given either before or after the meeting and filed with the Secretary of the corporation or after all board members have been given written notice of the meeting as hereinafter provided for special meetings of the board.

Any meeting, regular or special, may be held by conference telephone, electronic video screen communication, or other communications equipment. Participation in a meeting through use of conference telephone constitutes presence in person at that meeting so long as all directors participating in the meeting are able to hear one another. Participation in a meeting through use of electronic video screen communication or other communications equipment (other than conference telephone) constitutes presence in person at that meeting if all of the following apply:

  1. Each director participating in the meeting can communicate with all of the other directors concurrently;
  2. Each director is provide the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation;
  3. The corporation adopts and implements some means of verifying 1) that all persons participating in the meeting are directors of the corporation or are otherwise entitled to participate in the meeting, and 2) that all actions of, or votes by, the board are taken and cast only by directors and not by persons who are not directors.

SECTION 8. REGULAR AND ANNUAL MEETINGS
Regular meetings of Directors shall be held on at least once per year. An annual meting shall be held in January of each year, at which directors shall be elected by the Board of Directors in accordance with this section. Cumulative voting by directors for the election of directors shall not be permitted. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. Each director shall cast one vote, with voting being by ballot only.

SECTION 9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Chairperson of the board, the President, the Vice President, the Secretary, or by any two directors, and such meetings shall be held at the place, within or without the State of California, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the corporation.

SECTION 10. NOTICE OF MEETINGS
Regular meetings of the board may be held without notice. Special meetings of the board shall be held upon four (4) days’ notice by first-class mail or forty-eight (48) hours’ notice delivered personally or by telephone or telegraph. If sent by mail or telegraph, the notice shall be deemed to be delivered on its deposit in the mails or on its delivery to the telegraph company. Such notices shall be addressed to each director at his or her address as shown on the books of the corporation. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.

SECTION 11. CONTENTS OF NOTICE
Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting. The purpose of any board meeting need not be specified in the notice.

SECTION 12. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS
The transactions of any meeting of the board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

SECTION 13. QUORUM FOR MEETINGS
A quorum shall consist of a majority of the members of the Board of Directors then in office.

Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the board.

When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 10 of this Article.

The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation.

SECTION 14. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this corporation, or provisions of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a director has a material financial interest (Section 5233) and indemnification of directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the board.

SECTION 15. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

Meetings shall be governed by Roberts Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with provisions of law.

SECTION 16. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. For the purposes of this Section only, “all members of the board” shall not include any “interested director” as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law. Such written consent or consents shall be filed with the minutes of the proceedings of the board. Such action by written consent shall have the same force and effect as the unanimous vote of the directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this corporation authorize the directors to so act, and such statement shall be prima facie evidence of such authority.

SECTION 17. VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.

The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law.

Directors may be removed with or without cause by a majority of the directors then in office. Any director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Attorney General.

Vacancies on the board may be filled by approval of the board or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining director.

A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board of Directors or until his or her death, resignation or removal from office.

SECTION 18. NON-LIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

SECTION 19. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS
To the extent that a person who is, or was, a director, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.

If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law.

SECTION 20. INSURANCE FOR CORPORATE AGENTS
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.

ARTICLE 4. OFFICERS

SECTION 1. NUMBER OF OFFICERS
The officers of the corporation shall be a President, a Secretary, and a Chief Financial Officer who shall be designated the Treasurer. The corporation may also have, as determined by the Board of Directors, a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the President or Chairperson of the Board,

SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
Any person may serve as officer of this corporation. Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

SECTION 3. SUBORDINATE OFFICERS
The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.

SECTION 4. REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.

SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.

SECTION 6. DUTIES OF PRESIDENT
The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, he or she shall preside at all meetings of the Board of Directors. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.

SECTION 7. DUTIES OF VICE PRESIDENT
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.

SECTION 8. DUTIES OF SECRETARY
The Secretary shall:

Certify and keep at the principal office of the corporation the original, or a copy of these Bylaws as amended or otherwise altered to date.

Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.

Be custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or these Bylaws.

Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefor, the Bylaws, and the minutes of the proceedings of the directors of the corporation.

In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

SECTION 9. DUTIES OF TREASURER
Subject to the provisions of these Bylaws relating to the “Execution of Instruments, Deposits and Funds,” the Treasurer shall:

Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.

Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefor.

Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.

Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

ARTICLE 5. COMMITTEES

SECTION 1. EXECUTIVE COMMITTEE
The Board of Directors may, by a majority vote of directors, designate two (2) or more of its members (who may also be serving as officers of this corporation) to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the board in the management of the business and affairs of the corporation, except with respect to:

  1. The approval of any action which, under law or the provisions of these Bylaws, requires the approval of a majority of all of the Directors.
  2. The filling of vacancies on the board or on any committee which has the authority of the board.
  3. The fixing of compensation of the directors for serving on the board or on any committee.
  4. The amendment or repeal of Bylaws or the adoption of new Bylaws.
  5. The amendment or repeal or any resolution of the board which by its express terms is not so amendable or repealable.
  6. The appointment of committees of the board or the members thereof.
  7. The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected.
  8. The approval of any transaction to which this corporation is a party and in which one or more of the directors has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law.

By a majority vote of its members then in office, the board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.

SECTION 2. INVESTMENT COMMITTEE

  1. The Board shall establish an investment committee composed of two or more members.
  2. All investments shall be made consistent with the Investment Guidelines that are established by the Foundation, and revised periodically as needed.
  3. Before the Foundation purchases any investment, except government securities and money market instruments, the Investment Committee shall examine the prospectus and other relevant information regarding the proposed investment, and prepare a written proposal for that investment purchase, which shall be presented to, and reviewed by, and approved by the full Board.
  4. The Foundation’s Investment Committee shall review the Investment  Guidelines and investment results at least once each year and shall issue a written report of recommendations for changes of action (if needed) to the Foundation’s Board of Directors.

SECTION 3. OTHER COMMITTEES
The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the board. These additional committees shall act in an advisory capacity only to the board and shall be clearly titled as “advisory” committees.

SECTION 4. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

ARTICLE 6. EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of the corporation.

SECTION 3. DEPOSITS
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.  Except for investments in government securities and money market instruments, investments of all funds shall be consistent with Investment Guidelines of the Corporation.

SECTION 4. GIFTS
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this corporation.

ARTICLE 7. CORPORATE RECORDS, REPORTS AND SEAL

SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office in the State of California:

  1. Minutes of all meetings of directors and committees of the board, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
  2. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
  3. A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection at all reasonable times during office hours.

SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

SECTION 3. DIRECTORS’ INSPECTION RIGHTS
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation.

SECTION 4. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.

SECTION 5. ANNUAL REPORT
The board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the corporation’s fiscal year to all directors of the corporation, which report shall contain the following information in appropriate detail:

  1. The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;
  2. The principal changes in assets and liabilities, including trust funds, during the fiscalyear;
  3. The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year;
  4. The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year;
  5. Any information required by Section 7 of this Article.

The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.

SECTION 6. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS
This corporation shall mail or deliver to all directors a statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind:

  1. Any transaction in which the corporation, or its parent or its subsidiary, was a party, and in which either of the following had a direct or indirect material financial interest:
    (1) Any director or officer of the corporation, or its parent or subsidiary (a mere common directorship shall not be considered a material financial interest); or
    (2) Any holder of more than ten percent (10%) of the voting power of the corporation, its parent or its subsidiary.

The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than FIFTY THOUSAND DOLLARS ($50,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than FIFTY THOUSAND DOLLARS ($50,000).

Similarly, the statement need only be provided with respect to indemnifications or advances aggregating more than TEN THOUSAND DOLLARS ($10,000) paid during the previous fiscal year to any director or officer.

Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person’s relationship to the corporation, the nature of such person’s interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.

ARTICLE 8. FISCAL YEAR

SECTION 1. FISCAL YEAR OF THE CORPORATION
The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.

ARTICLE 9. AMENDMENT OF BYLAWS

SECTION 1. AMENDMENT
Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Board of Directors.

ARTICLE 10. AMENDMENT OF ARTICLES

SECTION 1. AMENDMENT OF ARTICLES
Any amendment of the Articles of Incorporation may be adopted by approval of the Board of Directors.

SECTION 2. CERTAIN AMENDMENTS
Notwithstanding the above section of this Article, this corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation of the names and addresses of the first directors of this corporation, nor the name and address of its initial agent, except to correct an error in such statement or to delete such statement after the corporation has filed a “Statement by a Domestic Non-Profit Corporation” pursuant to Section 6210 of the California Nonprofit Corporation Law.

ARTICLE 11. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
No director, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation.

ARTICLE 12. MEMBERS

SECTION 1. DETERMINATION OF MEMBERS
Pursuant to Section 5310(b) of the Nonprofit Public Benefit Corporation Law of the state of California, any action which would otherwise, under law or the provisions of the Articles of Incorporation or Bylaws of this corporation, require approval by a majority of all members or approval by the members, shall only require the approval of the Board of Directors.

ARTICLE 13. ACF BOARD DESIGNATED ENDOWMENT

SECTION 1. ESTABLISHMENT
The Angeles Chapter Foundation establishes a Board Designated Endowment to be called Angeles Chapter Foundation Board Designated Endowment.

SECTION 2. FUNDING

  1. The Angeles Chapter Foundation may from time to time, at its sole discretion, put any unrestricted funds held in any of its accounts, or any funds received as gifts, donations, bequests, or from  other sources, into the Angeles Chapter Board Designated Endowment.
  2. When the Angeles Chapter Foundation receives any unrestricted gift or donation through bequest, will, trust, or as beneficiary or owner or recipient of proceeds of a life insurance policy or other instrument, whose total amount is greater than $10,000-  the amount greater than $10,000 shall be put into and added to the Angeles Chapter Foundation Board Designated Endowment.

SECTION 3. SEPARATE ACCOUNT
All Funds deposited into the Angeles Chapter Foundation Board Designated Endowment shall constitute the principal of the Angeles Chapter Foundation  Board Designated Endowment and shall be held, accumulated for investment, in trust, separate  and apart from any other funds and other property controlled by the   Angeles Chapter Foundation .

SECTION 4. USE OF ENDOWMENT FUNDS

  1. Funds contained in the Angeles Chapter Foundation Board Designated Endowment shall be used or expended only in the manner specified in this section of the bylaws.
  2. The principal of the Angeles Chapter Foundation Board Designated Endowment shall be maintained intact, adjusted for  inflation; with only income withdrawn periodically from the account, as specified below.
  3. All expenses incidental to the management, maintenance and operation and administration of the Angeles Chapter Board Designated Endowment including, but not limited to taxes, brokerage commissions, investment counseling, insurance, interest, accounting  fees, shall be paid from the income of the Angeles Chapter Foundation Board Designated Endowment.
  4. Expenses incurred in connection with investing, reinvesting, exchanging, purchasing, acquiring, selling and managing the Angeles Chapter Foundation Board Designated Endowment shall be paid from the income of the Angeles Chapter Foundation Board Designated Endowment.
  5. Expenses of the Angeles Chapter Foundation may be paid from the income of the Angeles Chapter Foundation Board Designated Endowment.
  6. Annually at the first Board meeting after January  1, or first Board meeting  practical thereafter, after the expenses described in the immediately preceding paragraphs for the preceding year or period, are deducted from the income earned by the Angeles Chapter Foundation Board Designated Endowment during the  prior year, or period, all or part of the balance of the income may at the discretion of the Foundation Board be used to pay for Conservation, Educational, and Charitable expenses of the Angeles Chapter of the Sierra Club, which the Board at its sole discretion determines reasonable and desirable to fund.
  7. Any income from the Angeles Chapter Foundation Board Designated Endowment which the Board does not expend for Angeles Chapter Programs in any fiscal year, may at the discretion of the Board of the Angeles Chapter Foundation, be added to the principal of the Board Designated Endowment, or used to fund other activities consistent with the Articles of Incorporation and Bylaws of the Angeles Chapter Foundation.

SECTION 5. EXCEPTIONS TO NORMAL USE OF FUNDS
The funds in this Board Designated Endowment shall be distributed or used in  accordance with the terms of the Endowment specified in Section 4 above; except that exceptions may be made either :

  1. at any regular meeting at which all of the following conditions are met:
    i) The exception is in a written resolution distributed to all board members
    ii) All the members of the board of directors are physically present at the meeting
    iii) All of the members  of the board of directors  with no exceptions and no abstentions  vote unanimously and   positively in favor of the resolution
    OR
  2. a special meeting at which all the following conditions are met
    i) written notice of the meeting and the resolution to be voted on is distributed to all board members at least 60 days in advance of the meeting
    ii) at least 2/3 of the entire board of directors are  physically present and voting at the meeting
    iii) the resolution is passed by unanimous vote with no abstentions by all board members who are physically present and voting at the meeting

SECTION 6. AMENDMENT OF THIS ARTICLE
This Article (Article 13) of the Angeles Chapter Foundation Bylaws governing the Angeles Chapter Foundation Board Designated Endowment  may be amended only  either :

  1. at any regular meeting at which all of the following conditions are met
    i) The proposed amendment  is in a written resolution distributed to all board members
    ii) All the members of the board of directors are physically present at the meeting
    iii) All of the members  of the board of directors  with no exceptions and no abstentions  vote unanimously and   positively in favor of the amendment
    OR
  2. a special meeting at which all the following conditions are met
    i) written notice of the meeting and the proposed amendment to be voted on is distributed to all board members at least 60 days in advance of the meeting
    ii) at least 2/3 of the entire board of directors are physically present and voting at the meeting
    iii) the resolution for adopting the proposed amendment  is passed by unanimous vote with no abstentions by all board members who are  physically present and voting at the meeting

SECTION 7. LIQUIDATION OF BOARD DESIGNATED ENDOWMENT

  1. In event of the Angeles Chapter Foundation changes or relinquish its name,  or if the Board of the Angeles Chapter Foundation determines  it is  impractical for the Angeles Chapter Foundation to continue to solicit funds to support the charitable activities of the Sierra Club or Angeles Chapter, or if Sierra Club or Angeles Chapter requests the Angeles Chapter Foundation no longer solicit funds to support the Sierra Club or Angeles Chapter, and the Angeles Chapter Foundation accedes to such request,  this Board Designated Endowment will be liquidated  and all funds in this account will be distributed, at the discretion of the Board of the Angeles Chapter Foundation to either:  a) the Angeles Chapter Inner Cities Outings account at the Sierra Club Foundation, or b) to an  Endowment at the Sierra club Foundation for the benefit of the Angeles Chapter Inner City Outings Program, or c)  to an Endowment at Californian Community Foundation or other Foundation for the benefit of the Angeles Chapter Inner City Outings Program.
  2. If any clause in this Article is held invalid by any court of law, then the remaining clauses shall remain in effect, or, at the sole  discretion of the Board, the funds in the Angeles Chapter Board Designated Endowment funds may be liquidated and funds distributed as specified in part a) of this section.            .

WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS

We, the undersigned, are all of the persons named as the current directors of the Friends of the Angeles Chapter Foundation, a California nonprofit corporation, and, pursuant to the authority granted to the directors by the Bylaws dated April 1, 1996, as amended on August 3, 1999, to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws, consisting of 16 pages, as the Bylaws of this corporation.

Dated: 8/6/2000

Alan Aronson, Director
Laurie Fathe, Director
Robert Gelfand, Director
Robin Ives, Director
Ann Kramer, Director
Elizabeth Pomeroy, Director
Paul Sailer, Director

CERTIFICATE

This is to certify that the foregoing is a true and correct copy of the Bylaws of the corporation named in the title thereto and that such Bylaws were duly adopted by the Board of Directors of said corporation on the date set forth below.  Dated:

Elizabeth Pomeroy, Secretary

Appendix 1:  Angeles Chapter Foundation Adam Burke Outings Endowment (named Angeles Chapter Outings Endowment before January 2014)

  1. The Friends of the Angeles Chapter Foundation hereby creates a separate endowment fund entitled the Angeles Chapter Outings Endowment, to be managed at the direction of its Board of Directors.
  2. All donations, gifts or bequests that are made to the Angeles Chapter Outings Endowment shall be deposited in the separate endowment fund entitled the Angeles Chapter Outings Endowment.  As used herein, the word “gift” shall include any life insurance policy or policies of which the Angeles Outings Endowment is made the owner and the proceeds of any life insurance policy or policies naming the Angeles Chapter Outings Endowment as the beneficiary.
  3. Said donations, gifts and bequests shall constitute the principal of the Angeles Chapter Outings Endowment and shall be held, accumulated for investment, in trust, separate and apart from any other funds and property controlled by the Friends of the Angeles Chapter, and funds contained in the Angeles Chapter Outings Endowment shall be used of expended only in the manner specified in this resolution.
  4. All expenses incidental to the management, maintenance and operation of the Angeles Chapter Outings Endowment, including, but not limited to taxes, brokerage commissions, investment counseling, insurance, interest, accounting fees, shall be paid from the Angeles Chapter Outings Endowment.  Expenses incurred in connection with investing, reinvesting, exchanging, purchasing, acquiring, selling and managing the Angeles Chapter Outings Endowment shall be paid from the Angeles Chapter Outings Endowment.
  5. Annually at the first Board meeting after December 1, after the expenses described in the immediately preceding paragraph are paid from the income earned by the Angeles Chapter Outings Endowment during the year, the balance of the income may be used first to reimburse the Angeles Chapter of the Sierra Club for the conservation and educational expenses of publishing its Schedule of Activities and then for other reasonable conservation and educational expenses of the outings program.  Should the income from the Angeles Chapter Outings Endowment exceed these expenses in any fiscal year, the excess income shall be added to the principal of the fund.
  6. An annual report of the finances of the Angeles Chapter Outings Endowment shall be submitted for publication in the Angeles Chapter’s monthly newsletter.
  7. Nothing in the resolution shall be construed to require the Angeles Chapter Outings Endowment to accept any donations, gifts and bequests the purposes, terms or conditions of which are deemed to be inconsistent with the best interests of the Friends of the Angeles Chapter Foundation, the Sierra Club or its Angeles Chapter, and the Board of the Friends of the Angeles Chapter Foundation shall have the right to reject  any such gifts, in its sole discretion.

Appendix 2:  Angeles Chapter Foundation ICO Endowment

  1. Language of Gift
    I hereby give_________ to the Angeles Chapter Foundation ICO Endowment,  which is(are) to be deposited to the separately managed, non-co-mingled account of the Angeles Chapter Foundation ICO Endowment at  the Angeles Chapter Foundation, a California nonprofit corporation, located in Los Angeles, California, at the  address listed on its Web site.  The gift is to provide support for the charitable, operational, and educational activities of the Sierra Club’s Angeles Chapter’s ICO Committee, pursuant to the resolution passed by the Board of Directors of the Angeles Chapter Foundation on October 3, 2014.
  2. Resolution adopted October 3, 2014
    1.  The Angeles Chapter Foundation hereby creates a separate endowment fund entitled the Angeles Chapter Foundation ICO Endowment, also to be known as the Angeles Chapter Foundation Inspiring Connections Outdoors Endowment and Angeles Chapter Foundation Inner City Outings Endowment, to be managed at the direction of the Board of Directors of the Angeles Chapter Foundation.
    2. All donations, gifts or bequests that are made to the Angeles Chapter Foundation ICO Endowment shall be deposited in the separate endowment fund entitled the Angeles Chapter Foundation ICO Endowment.
    3. As used herein, the word “gift” shall include any life insurance policy or policies or other instrument of which the Angeles Chapter Foundation ICO Endowment is made the owner, and the proceeds of any life insurance policy or policies or other instruments naming the Angeles Chapter Foundation ICO Endowment as the beneficiary.
    4. Said donations, gifts and bequests shall constitute the principal of the Angeles Chapter Foundation ICO Endowment and shall be held, accumulated for investment, in trust, separate and apart from any other funds and other property controlled by the Angeles Chapter Foundation.
    5. Funds contained in the Angeles Chapter Foundation ICO Endowment shall be used or expended only in the manner specified in this resolution.
    6. The principal assets of the endowment shall be accumulated for investment in such a manner that the inflation-adjusted value of the principal shall be maintained over the long term.
    7. All expenses incidental to the management, maintenance and operation and administration of the Angeles Chapter Foundation ICO Endowment, including, but not limited to taxes, brokerage commissions, investment counseling, insurance, interest, accounting fees, shall be paid from the Angeles Chapter Foundation ICO Endowment.
    8. Expenses incurred in connection with investing, reinvesting, exchanging, purchasing, acquiring, selling and managing assets and income of the Angeles Chapter Foundation ICO Endowment shall be paid from the Angeles Chapter Foundation ICO Endowment.
    9. The Angeles Chapter Foundation will upon request provide financial and other information regarding the Angeles Chapter Foundation ICO Endowment, that is requested by any of the following officers of the Angeles Chapter ICO Committee: the Chair, the Vice Chair, the Treasurer.
    10. Annually at the first Board meeting after January 1, or first board meeting practical thereafter, after accounting for the expenses for the preceding year described in paragraphs 7 and 8 above, and after such expenses are deducted from the income earned during the previous year by the Angeles Chapter Foundation ICO Endowment, the balance of the income shall be used to pay for charitable, operational, and education expenses of the Angeles Chapter ICO Committee which the Angeles Chapter Foundation Board deems reasonable, or at the discretion of the Board to fund such expenses in advance.
    11. If in any fiscal year, the income from the Angeles Chapter Foundation ICO Endowment exceeds the expenses of the Angeles Chapter ICO Committee and if the balance of the Angeles Chapter ICO Committee’s available cash and bank deposits exceeds anticipated charitable, operational and educational expenses during the next 24 months, then the endowment income that year shall be added to the principal of the endowment until such endowment principal reaches the total of  $1,000,000.00 or 25 times the average expenses of the Angeles Chapter ICO Committee for the previous 5 years, whichever is larger.
    12. If and when total of the principal in the endowment exceeds the amount specified in Section 11 above, and if all the conditions mentioned in the preceding paragraph are met, then at the discretion of the Angeles Chapter Foundation Board the excess may be used a) to add to the principal of the Angeles Chapter Foundation ICO Endowment, or to fund advance expenses of the Angeles Chapter ICO Committee, or  b)  if mutually agreed, by the Board of the Angeles Chapter Foundation and two of the three officers mentioned in paragraph 9 of the Angeles Chapter ICO Committee, to provide funds to support ICO  projects of a similar nature in California or throughout the nation of a type consistent with the general or specific objectives of the Angeles Chapter ICO Committee, or for other mutually agreed purpose.
    13. If in the future the Angeles Chapter ICO Committee, under its current or a successor name, ceases to exist, then the income of the Angeles Chapter Foundation ICO Endowment shall be used to provide funds to support ICO projects of a similar nature in California or throughout the nation of a type consistent with the general or specific objectives of the Angeles Chapter ICO Committee, or if the Board of the Foundation determines at it sole discretion that this is not possible or practical, for such other purpose as chosen by the Board of the Angeles Chapter Foundation.
    14. If in the future the Angeles Chapter Foundation, under its current or a successor name, ceases to exist, the principal of the endowment shall be turned over to Sierra Club Foundation or California Community Foundation or another appropriate Foundation, to administer so that the income is used as specified by the terms of the endowment,
    15. Nothing in this resolution shall be construed to require the Angeles Chapter Foundation to accept any donations, gifts and bequests including bequests to the Angeles Chapter Foundation ICO Endowment, whose purposes, terms or conditions  which are deemed by the Foundation Board at its sole discretion to be inconsistent with the best interests of the Angeles Chapter Foundation, the Sierra Club or its Angeles Chapter, and the Board of the Angeles Chapter Foundation shall have the right to reject any such gifts, in its sole discretion.

Appendix 3: Angeles Chapter Foundation Endowment For Outings

  1. Language of Gift.
    I give _____________ to the Angeles Chapter Foundation to be added to the principal of  the Angeles Chapter Foundation Endowment for Outings.
    The Angeles Chapter Foundation is a California nonprofit corporation, located in Los Angeles California, with a current mailing address in Los Angeles California, listed on its Web site.
    The Angeles Chapter Foundation Endowment for Outings , was established  to provide support for the charitable, and educational activities of the Sierra Club’s Angeles Chapter’s Outings Program,  pursuant to the resolution passed by the Board of Directors of Angeles Chapter Foundation on October 3 2014, which shall govern the terms of this gift.
  2. Resolution Creating Angeles Chapter Foundation  Endowment for Outings
    1. The Angeles Chapter Foundation hereby creates a separate endowment fund entitled the Angeles Chapter Foundation Endowment for Outings to be managed at the direction of  the Board of Directors of the Angeles Chapter Foundation.
    2. All donations, gifts or bequests that are made to the Angeles Chapter Foundation  Endowment for Outings shall be deposited in the separate endowment fund entitled the Angeles Chapter Foundation Endowment for Outings.
    3. As used herein, the word “gift” shall include any life insurance policy or policies or other instrument of which the Angeles Chapter Foundation Endowment for Outings is made the owner, and the proceeds of any life insurance policy or policies or other instruments naming the Angeles Chapter Endowment for Outings as the beneficiary.
    4. Said donations, gifts and bequests shall constitute the principal of the Angeles Chapter Foundation Endowment for Outings and shall be held, accumulated for investment, in trust, separate and apart from any other funds and other property controlled by the Angeles Chapter Foundation.
    5. Funds contained in the Angeles Chapter Foundation Endowment for Outings  shall be used or expended only in the manner specified in this resolution.
    6. The principal assets of the endowment shall be accumulated for investment in such a manner that the inflation adjusted value of the principal shall be maintained over the long term.
    7. All expenses incidental to the management, maintenance and operation and administration and publicizing of the Angeles Chapter Foundation Endowment for Outings, including, but not limited to taxes, brokerage commissions, investment counseling, insurance, interest, and accounting fees, shall be paid from the Angeles Chapter Foundation Endowment for Outings.
    8. Expenses incurred in connection with investing, reinvesting, exchanging, purchasing, acquiring, selling and managing assets and income of the Angeles Chapter Foundation Endowment for Outings shall be paid from the Angeles Chapter Foundation Endowment for Outings.
    9. Annually at the first Board meeting after January 1, or first board meeting practical thereafter, after accounting for the expenses for the preceding year described in the immediately preceding paragraphs, and after such expenses are deducted from the income earned during the previous year by the Angeles Chapter Foundation Endowment for Outings, the balance of the income may at the  discretion of the Foundation Board  be used as follows:
      To Pay for charitable education and conservation expenses of the Outings Program of the Angeles Chapter of The Sierra Club, which the board in its sole discretion deems reasonable,
    10. If the Board of the Angeles Chapter Foundation determines in its sole discretion that the income from the Endowment for Outings exceeds amount it deems reasonable for 9) above, the Board may use the additional income at its discretion for any or all of the purposes below:
      1. To  fund advance expenses of the Angeles Chapter Outings Program,
      2. To be  added to the principal of the endowment
      3. To  provide funds to support Outings  projects of a similar nature in California or throughout the nation of a type the board in its sole discretion deems consistent with the general or specific objectives of the Angeles Chapter Outings program.
      4. To support other programs of the Angeles Chapter or Sierra Club
    11. An annual report of the finances of the Angeles Chapter Endowment for Outings  shall be available for inspection upon request to any person or entity who requests it.
    12. If in the future the Angeles Chapter Foundation, under its current or a successor name, ceases to exist, the principal of the endowment shall be turned over to Sierra Club Foundation or California Community Foundation or another appropriate Foundation, to administer so that the income is used as specified by the terms of the endowment.
    13. Nothing in this resolution shall be construed to require the Angeles Chapter Foundation to accept any donations, gifts and bequests including bequests to the Angeles Chapter Foundation Endowment for Outings, whose purposes, terms or conditions of which, are deemed by the Foundation Board at its sole discretion to be inconsistent with the best interests of the Angeles Chapter Foundation, the Sierra Club or its Angeles Chapter; and the Board of the Angeles Chapter Foundation shall have the right to accept or reject any such gifts, in its sole discretion.

Appendix 4: Angeles Chapter Foundation Conservation Endowment

  1. Language of Gift.
    I give _____________ to the Angeles Chapter Foundation to be added to the principal of  the Angeles Chapter Foundation Conservation Endowment.
    The Angeles Chapter Foundation is a California nonprofit corporation, located in Los Angeles California, with a current mailing Address in Los Angeles California, listed on its Web site.
    The Angeles Chapter Foundation Conservation Endowment  was established to provide support for the charitable, conservation and educational activities  of The  Sierra Club’s Angeles Chapter ,  pursuant to the   resolution passed by the Board of Directors of Angeles Chapter Foundation on December 19, 2014,  which shall govern the terms of this gift.
  2. Resolution Creating Angeles Chapter Conservation Endowment
    1. The Angeles Chapter Foundation hereby creates a separate endowment fund entitled The Angeles Chapter Foundation Conservation Endowment to be managed at the direction of  the Board of Directors of the Angeles Chapter Foundation.
    2. All donations, gifts or bequests that are made to the Angeles Chapter Foundation  Conservation Endowment  shall be deposited   in the separate endowment fund entitled the Angeles Chapter Foundation Conservation  Endowment .
    3. This endowment will also be known as the Conservation Endowment, or the Angeles Chapter Foundation Endowment, or the Angeles Chapter Endowment, or the Angeles Chapter Foundation Angeles Chapter Endowment;  and any donations, gifts or bequest made to any of the above shall be deposited in the fund entitled the Angeles Chapter Foundation Conservation Endowment.
    4. As used herein, the word “gift” shall include any life insurance policy or policies or other instrument of which the  Angeles Chapter Foundation Conservation Endowment   is made the owner,  and   the proceeds of any life insurance policy or policies or other instruments naming the  Angeles Chapter  Foundation Conservation Endowment   as the beneficiary.
    5. Said donations, gifts and bequests shall constitute   the principal of the Angeles Chapter Foundation Conservation Endowment   and shall be held, accumulated for investment, in trust, separate  and apart from any other funds and other property controlled by the   Angeles Chapter Foundation.
    6. Funds contained in the Angeles Chapter Foundation Conservation Endowment shall be used or expended only   in the manner specified in this resolution.
    7. The principal assets of the endowment shall be accumulated for investment in such a manner that the  inflation adjusted value of the principal shall be maintained over the long term.
    8. All expenses incidental to the management,   maintenance and operation and administration and publicizing of the Angeles Chapter Foundation   Conservation Endowment  , including, but not limited to taxes, brokerage   commissions, investment counseling, insurance, interest, and accounting   fees, shall be paid from the Angeles Chapter Foundation Conservation Endowment.
    9. Expenses incurred in connection with investing, reinvesting, exchanging, purchasing, acquiring, selling and managing assets and income  of the Angeles Chapter Foundation  Conservation Endowment  shall be   paid from the Angeles Chapter  Foundation  Conservation Endowment.
    10. Annually at the first Board meeting after January 1, or first Board meeting practical thereafter,  after accounting for the expenses for the preceding year described in the immediately preceding   paragraphs,  and after such expenses are deducted from the income earned during the previous  year by the Angeles Chapter Foundation Conservation Endowment , the balance of the   income may at the  discretion of the Foundation Board  be used as follows:
      To pay for charitable  education, or conservation   expenses of the Angeles Chapter of The Sierra Club,  which the board in its sole discretion  deems reasonable.
    11. If The Board of the Angeles Chapter Foundation  determines in its sole discretion that the income from the Angeles Chapter Foundation Conservation  Endowment  exceeds amount it deems reasonable for 9) above,  the Board may use the additional income at its discretion for any or all of the purposes below:
      1. To fund advance expenses of the Angeles Chapter Charitable, Educational or Conservation Programs,
      2. To be added to the principal of the endowment,
      3. To provide funds to support Sierra Club projects of a similar nature in California or throughout the nation,  of a type the board in its sole discretion deems consistent with the general or specific objectives of the  Angeles Chapter programs.
      4. To support other programs of the Angeles Chapter or Sierra Club
    12. An annual report of the finances of the Angeles Chapter Conservation Endowment shall be available for inspection upon request to any person or entity who requests it.
    13. If in the future the Angeles Chapter Foundation, under its current or a successor name, ceases to exist, the principal of the endowment shall be turned over to Sierra Club Foundation or California Community Foundation or another appropriate Foundation,  to administer so that the income is used as specified by the terms of the endowment,
    14. Nothing in this resolution shall be construed to require the Angeles Chapter Foundation   to accept   any donations, gifts and bequests  including bequests to the Angeles Chapter Foundation  Conservation Endowment , whose purposes, terms or conditions   of which,  are deemed by the Foundation Board at its sole discretion  to be inconsistent with the best interests of   the Angeles Chapter Foundation, the Sierra Club or its Angeles Chapter;  and the Board of the Angeles   Chapter Foundation shall have the right to accept or reject any such gifts,  in its sole discretion.
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