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Fullerton's former City Hall, built by the Works Progress Administration, now serves as the city's police station.

Bylaws of Fullerton Heritage
A California Nonprofit Public Benefit Corporation

Article I: NAME

1.1 NAME The name of this Corporation shall be Fullerton Heritage.

Article II: OBJECTIVES AND PURPOSES

2.1 GENERAL STATEMENT. Fullerton Heritage is a nonprofit public benefit corporation and is not organized for the private gain of any person. The general purposes and powers are to have and exercise all rights and powers conferred upon nonprofit corporations under the California Nonprofit public Benefit Corporation Law, for educational, cultural, and historic objectives, including the power to contract, rent, buy, or sell real or personal property.

2.2 SPECIFIC PURPOSES. The purpose of Fullerton Heritage is to promote the preservation of Fullerton's architectural, historical, and cultural resources; to increase public awareness of Fullerton's historic built environment; to gather and disseminate information useful in the preservation of the structures, neighborhoods, traditional open spaces and landscape features of Fullerton; to engage in such charitable and educational activities as shall promote the preservation and enhancement of Fullerton.

2.3 PROHIBITED ACTIVITIES. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

Article III: OFFICES

3.1 PRINCIPAL OFFICE. The principal office of Fullerton Heritage shall be located in Fullerton, Orange County, California at site to be fixed and located at such place as the Board of Directors shall determine. The Board is granted full power and authority to move the principal office from one location to another.

Article IV. DEDICATION OF ASSETS

4.1 DEDICATION OF ASSETS. The properties and assets of this nonprofit Corporation are irrevocably dedicated to nonprofit public benefit purposes. No part of the net earnings, properties or assets of the Corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, nor any member or director of the Corporation. On liquidation or dissolution, all properties and assets and obligations shall be distributed and paid over to an organization dedicated to nonprofit public benefit purposes provided that the organization continues to be dedicated to exempt purposes as specified in the Internal Revenue Code, Section 501(c)(3).

Article V. MEMBERSHIP

5.1 QUALIFICATIONS. There shall be one class of membership in the Corporation open to all who pay dues. Any person dedicated to the purpose of this Corporation shall be eligible for membership upon acceptance of his/her application by the Board of Directors and payment of such dues and fees as may from time to time be fixed by the Board of Directors.

5.2 TERMINATION OF MEMBERSHIP. The membership of any regular member shall terminate upon the occurrence of any of the following events:
A. Resignation of the member
B. Failure of the member to pay annual dues within the time set forth by the Board of Directors.
C. The determination of the Board of Directors, or a committee designated to make such determination, that a member has engaged in any of the following conduct:
(1) Unauthorized public representation of the organization.
(2) Bringing the organization into disrepute.
(3) Misappropriation of funds.
(4) Disruptive behavior.

5.3 TERMINATION HEARING. In the event the Board, or its designated committee, moves to expel a member, it must schedule a hearing, give fifteen (15) days written notice of the time and place to the subject member stating the grounds for the proposed expulsion. At the hearing the member shall be given the opportunity to hear the evidence in support of expulsion and the opportunity to respond to the charges. The Board, or its committee, shall decide whether the member should be expelled or if some other sanctions should be applied. The decision of the Board or committee shall be final.

Article VI: MEETINGS

6.1 ANNUAL MEETING. An Annual Meeting shall be held, the exact date and place to be determined by the Board of Directors. At the Annual Meeting the members shall:
A. Elect Directors.
B. Transact such business as may come before it.

6.2 SPECIAL MEETINGS. Special Meetings may be held at the call f the President or at the joint call of three (3) directors, provided notice is given as provided in Section 6.3.

6.3 NOTICE OF MEETINGS. All notices of meetings shall be delivered personally or sent by mail to all members not less than twenty (20) or more than sixty (60) days before the day of the meeting and that the notice will specify the place, date and hour of the meeting. In case of a special meeting, the general nature of the business to be transacted must be described in the notice. The notice of the Annual Meeting shall state whatever subjects are scheduled in advance for action, but the meeting shall not be limited to those subjects. Fifteen (15) members shall constitute a quorum. The members present at a duly called or duly held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken other than adjournment is approved by at least a majority of the members required to constitute a quorum. Any members' meeting, regular, annual, or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the members present at the meeting, either in person or by proxy.

6.4 RULES OF ORDER. The Robert's Rules of Order, as amended from time to time, shall govern the meetings of members insofar as those rules are not inconsistent with or in conflict with these Bylaws, the Articles of Incorporation f this Corporation, or the law.

6.5 ELIGIBILITY TO VOTE. Persons entitled to vote at any meeting of the members shall be those who are members on the date of the meeting. Family membership shall entitle any family holding such membership to two (2) votes.

6.6 MANNER OF VOTING. Manner of casting votes may be by voice or ballot or show of hands as declared by the President, provided that any election of directors must be by ballot if demanded by any member before voting begins.

6.7 EFFECTIVE MAJORITY. If a quorum is present, the affirmative vote of the majority of the members present at the meeting who are entitled to vote, and voting on any matter (other than the election of directors, shall be the act of the members.

6.8 ACTION WITHOUT MEETING BY WRITTEN BALLOT. Any action which may be taken at any meeting of members may be taken without a meeting. If an action is taken without a meeting, the Corporation shall distribute a written ballot to every member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the Corporation. Approval by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

6.9 SOLICITATION OF BALLOTS. Ballots shall be solicited in a manner consistent with the requirements of giving notice of members' meetings set fort in Article 6.3 of these Bylaws. All such solicitations shall indicate the number of responses needed to meet the quorum requirement and, with respect to the ballots other than for election of Directors, shall state the percentage of approvals necessary to pass the measure submitted. The solicitation shall specify the time by which the ballot must be received in order to be counted.

6.10 VOTING BY WRITTEN BALLOT. The form of written ballots shall afford members the opportunity on the form of written ballot to specify a choice between approval and disapproval on each matter or group of related matters intended, at the time the written ballot is distributed, to be acted on by such written ballot. The form shall also provide, subject to reasonable specified conditions, that where the person solicited specifies a choice with respect to any such matter, the vote must be cast in accordance therewith. In any election of Directors, any form of written ballot in which the Directors to be voted on are named therein as candidates and which is marked by a member "withhold" or otherwise marked in a manner indicating that the authority to vote for the election of Directors is withheld shall not be voted either for or against the election of a Director.

Article VII: MEMBERS NON-LIABILITY

7.1 MEMBERS NON-LIABLE. No member of this Corporation, either regular or otherwise, shall be personally liable for any of the debts, liabilities and/or obligations of the Corporation.

Article VIII: SELECTION OF DIRECTORS

8.1 NOMINATION AND SOLICITATION FOR VOTES. The President shall appoint a committee to select qualified candidates for election to the Board of Directors at least sixty (60) days before the date of any election of directors. The nomination committee shall make its report at least thirty (30) days before the date of the election. The Secretary shall forward to each member, with the notice of the meeting required by Section 6.3, a list of the nominated candidates. At the meeting to elect directors any member present may place a name or names in the nomination with the consent of the person nominated.

8.2 ELECTION OF DIRECTORS. The elected directors shall be elected by the general membership by ballot at, or prior to the Annual Meeting. Each voting member shall have as many votes as there are openings on the Board of Directors. The candidates receiving the most votes shall be considered duly elected. In case of a tie vote for the final position, a second vote will be held. The candidate receiving the most votes shall be considered duly elected.

Article IX: DIRECTORS

9.1 QUALIFICATIONS. The directors of the Corporation shall be residents of, or employed in, the city of Fullerton, State of California, and be regular members, in good standing, of the Corporation.

9.2 NUMBER OF DIRECTORS. The authorized number of directors of the Corporation shall not be less than five (5), nor more than seventeen (17), until changed by amendment of the Article of Incorporation or by a duly adopted bylaw amending this Section.

9.3 TERMS OF OFFICE. The term of office for each director shall be two (2) years, commencing on the first day after his/her election. So that at least one half of the Board of Directors is elected each year, the term of office for at least one half of the first generally elected Board of Directors shall be one (1) year. The directors serving one year terms shall be designated by the nominating committee. Each director shall hold office until his/her respective successor is elected, or until his/her death or resignation, or until he/she is removed from office.

9.4 VACANCIES. Should any vacancy on the Board of Directors cause the number of directors to fall below the number of five (5), a majority of the remaining Board of Directors shall have the authority to appoint a successor to complete the unexpired term.

9.5 APPOINTED DIRECTORS. The elected directors may from time to time appoint directors, not to exceed three (3) at any one time, as deemed necessary to carry on the work of the Corporation. Appointed directors shall have full voting rights on matters before the Board of Directors. The term of office for an Appointed Director shall be one year.

9.6 QUORUM. A majority constitutes a quorum of the Board of Directors for the transaction of business, except to adjourn as provided for in Section 9.7. Every act taken or decision made by a majority of the Directors present at at meeting duly held at which a quorum is present shall be regarded as an act of the Board, unless a greater number be required by law or by the Articles, except as provided in the next sentence. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors if any action taken is approved by at least a majority of the remaining directors.

9.7 ADJOURNMENT. A majority of the board present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time and/or place shall be given prior to the time of the adjourned meeting to directors who were not present at the time of the adjournment.

9.8 GENERAL POWERS OF DIRECTORS. The Board of Directors shall have the management of the business of the Corporation, and, subject to the restrictions imposed by law, by the Articles of Incorporation or by these Bylaws, may exercise all the powers of the Corporation.

9.9 SPECIFIC POWERS OF DIRECTORS. Without prejudice to such general powers, it is hereby expressly declared that the Board of Directors shall have the following powers, to with:
A. To adopt and alter a common seal of the Corporation.
B. To make and change regulations not inconsistent with these Bylaws, for the management of the Corporation's business and affairs.
C. To appoint and remove, all officers, agents and employees of the Corporation, prescribe their duties, fix their compensation and require from them security for faithful service, if they so deem necessary, and in their discretion, to transfer the powers and duties of any officer to any other person for the time being.
D. To appoint and remove or suspend such subordinate officers, agents or factors as they may deem necessary, and determine their duties and fix, and from time to time change, their salaries and remuneration.
E. To establish committees, standing or ad hoc, as deemed necessary to pursue the business of the Corporation, and to define the powers and duties of such committees.
F. To pay for any property purchases by the Corporation, either wholly or partly in money, bonds, debentures or other securities of the Corporation.
G. To borrow money and to make and issue notes, bonds and other negotiable and transferable instruments, mortgages, deeds of trust, trust agreements and to do every act and thing necessary to effect the same.
H. To select and designate such bank or trust company as they may deem advisable, as official depository of the funds of the Corporation and to prescribe and order the manner in which such deposits shall be made and/or withdrawn.
J. Directors shall not receive any stated salary for their service as directors, but by resolution of the Board, a fixed fee and expenses of attendance may be allowed for attendance at each meeting.

9.10 REMOVAL. After opportunity for hearing at a regular or special meeting of the Board of Directors, a majority of the authorized number of directors of the Corporation may remove from office (a) any director who abuses his/her authority of discretion as a director of the Corporation or (b) any director who engages in any fraudulent or dishonest act with reference to, or breached his fiduciary duty to, the Corporation. Failure to attend three (3) consecutive regular meetings of the Board of Directors shall constitute resignation from the Board; provided however, that absence from a meeting for which a resolution is adopted excusing the said absence shall not be counted for this purpose.

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

9.12 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 the defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by evasion 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 personal 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.

9.13 REGULAR MEETING OF THE BOARD. The Board of Directors shall meet quarterly at a minimum. Regular meetings shall be held upon at least twenty-one (21) days notice by first class mail, delivered personally, or by telephone.

9.14 SPECIAL MEETING OF THE BOARD. Special meetings of the Board of Directors may be called at any time by the President or by any three (3) directors. Special meetings of the Board of Directors shall be held upon at least three (3) days ' notice by first-class mail, or forty-eight (48) hours' notice delivered personally, or by telephone, or by registered mail.

9.15 ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such action. 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 such Directors.

Article X: OFFICERS

10.1 OFFICERS. The officers of the Corporation shall be:
A. President & Chairman of the Board of Directors,
B. Vice President,
C. Secretary, and
D. Treasurer.

10.2 QUALIFICATIONS. Each officer of the Corporation shall be a duly elected director. No person shall hold more than one office.

10.3 ELECTION OF OFFICERS. The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 10.5 of this Article, shall be chosen annually by a majority vote of the Board of Directors at the first regular meeting of the Board following the Annual Meeting. Each officer shall hold office until his/her successor is appointed or until he/she resigns or he/she is removed from office.

10.4 REMOVAL AND RESIGNATION. Any officer may be removed, with cause, by a majority of the Board of Directors at a regular or special meeting of the Board of Directors. Any officer may resign at any time by giving written notice to the board or to the President, or to the Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

10.5 VACANCIES. A vacancy in any office because of death, resignation or removal, or any other cause shall be filled by the Board of Directors at a regular or special meeting.

10.6 PRESIDENT. The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and affairs of the Corporation. He/she shall preside at all meetings of the Board of Directors and the Annual Meeting of the Corporation. He/she shall be ex officio a member of all the standing committees, including the executive committee, if any; shall have the general powers and duties usually vested in the office of president of a corporation; and shall have such other powers and duties as prescribed by the Board of Directors or the Bylaws.

10.7 VICE-PRESIDENT. In the absence or disability of the President, the Vice-President shall perform all the duties of the President, and when so acting will have all the powers of, and be subject to all the restrictions upon, the President. The vice-President shall have such other powers and perform such other duties as prescribed by the Board of Directors.

10.8 SECRETARY. The Secretary shall keep, or cause to be kept, a record of all proceedings of the organization, usually called "the minutes". The Secretary shall keep on file all committee reports. The Secretary shall keep the organization's membership role and call such roll when required. The Secretary shall make the minutes and records available to members on request. The Secretary shall notify other officers, committee members, and delegates of their election or appointment, furnish committees with whatever documents are required or the performance of their duties, and shall have on hand at each meeting a list of all existing committees and their members. The Secretary shall send out to the membership a notice of each meeting, known as the "call" of the meeting, and shall conduct the general correspondence of the Corporation. The Secretary shall have such other powers and perform such other duties as prescribed by the Board of Directors.

10.9 TREASURER. The Treasurer shall cause to be kept and maintained, adequate and correct account of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, and disbursements.

The books of account shall at all times be open for inspection by any director. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositories as designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors and shall render to the President and directors, when they request it, an account of all the Treasurer’s transactions and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as prescribed by the Board of Directors.

Article XI: RECORDS AND REPORTS

11.1 MAINTENANCE AND INSPECTION OF BYLAWS. The Corporation shall keep at its principal place of business the original or a copy of the Articles and Bylaws as amended to date, which shall be open to inspection upon five (5) days prior notice by any member.

11.2 INSPECTION BY DIRECTORS. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Corporation. This inspection by a director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of any document.

11.3 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness issued in the name or payable to the Corporation, shall be signed or endorsed by such person or persons and in such a manner as determined by resolution of the Board of Directors.

11.4 CONTRACTS, ETC, HOW EXECUTED. The Board of Directors, except as the Bylaws or Articles of Incorporation otherwise provide, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or agreement or to pledge its credit to render it liable for any purpose to any amount.

11.5 ANNUAL REPORT TO MEMBERS. The board of Directors shall, prior to the Annual Meeting, provide the members with an Annual Report describing the activities and accomplishments of the Corporation since the last Annual Meeting.

11.6 AUDITS. The Corporation shall provide an annual audit of its income and expenses.

11.7 INDEMNIFICATION OF DIRECTORS AND OFFICERS. Subject to the provisions of the Corporation Code of the Stae of California, each director and officer, whether or not then in office, shall be indemnified by the Corporation against all liabilities, cots and expenses reasonably incurred by or imposed upon such director or officer in connection with or arising out of any action, suit or proceeding in or to which such director or officer may be involved or made a party by reason of being or having been a director or officer of the Corporation, such expenses to include the cost of reasonable settlements (other than amounts paid to the corporation itself) made to a view with curtailment of costs of litigation. The Corporation shall not however, indemnify such director or officer with respect to matters as to which such director or officer shall be finally adjudged in any such action, suit, or proceeding to have been derelict in the performance of duty as such director or officer, nor in respect of any matter on which any settlement or compromise is effected, if the total expense, including the cost of such settlement, shall substantially exceed the expense which might reasonably be incurred by such director or officer in conducting such litigation to a final conclusion; and in no event shall anything herein contained be construed as to authorize the Corporation to indemnify any such director or officer against any liability or expense by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his/her office. The foregoing right of indemnification shall not be exclusive of other rights as to which any director or officer may be entitled by law.

Article XII: AMENDMENTS TO THE BYLAWS

12.1 AMENDMENT PROCESS. Amendments to the Bylaws may be proposed by any member. Proposals to amend the Bylaws must be submitted, in writing, to the Board of Directors at least sixty (60) days prior to the Annual Meeting. The Board of Directors shall include the proposed amendment in the notice of the Annual Meeting. The proposed amendment shall be voted upon, by ballot, at the Annual Meeting.

12.2 AMENDMENT MAJORITY. The Bylaws may be amended by a majority of the total number of members.

These Bylaws were adopted February 10, 1992.

 

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