The mission of the Grossmont High School Educational Foundation (GHS Educational Foundation) is to enhance the overall educational experience of students by raising, managing, and disbursing funds to support the academic, artistic, athletic, and facility needs of the school.

 

 

 

SECTION 1.  NAME. The name of the corporation shall be GROSSMONT HIGH SCHOOL EDUCATIONAL FOUNDATION. 

 

SECTION 2.  OFFICES. The principal office of the corporation in the State of California shall be located at 1100 Murray Drive, El Cajon, CA 92020. 

 

The corporation may have such other offices as the board of directors may designate, or the business of the corporation may require from time-to-time. 

 

SECTION 3.  PURPOSES. The purposes for which the corporation is organized are exclusively charitable, religious, literary, scientific and educational purposes. 

 

The corporation shall have no members. 

 

 

SECTION 1.  GENERAL POWERS. The affairs of the corporation shall be managed by its board of directors. 

 

SECTION 2.  NUMBER. The number of directors may be increase or decreased, but not less than three (3), nor more than fifteen (15), by majority vote of the directors, but no decrease shall have the effect of shortening the time of any incumbent director. 

 

SECTION 3.  TENURE AND QUALIFICATIONS. The terms of office of directors shall be three (3) years. One-third of the directors shall be elected each year by vote of the remaining 2/3rds of the directors whose terms would not be expiring. Each director shall hold office until the third annual meeting of the board after his/her election and until his/her successor shall have been elected and qualified. Directors need not be residents of the State of California. 

SECTION 4.  ANNUAL MEETING. The annual meeting of the board of directors shall be held on the 15th day in the month of March each year, beginning with the year 1985, at the principal office of the corporation, for the purpose of electing directors and for the transaction of such other business as many come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of California, the meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting of the directors, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the directors as soon thereafter as conveniently may be. The board of directors may provide by resolution the time and place, either within or without the State of California, as the place for holding any special meeting called by them. The chairperson or any director may call a special meeting of directors.  

SECTION 5.  NOTICE OF MEETINGS.  Written or printed notice stating the place, day and hour of a meeting of directors, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each director entitled to vote at such meeting, at least 10 days and not more than 35 days before the meeting, either personally or by mail, by the person or persons authorized to call director’s meetings. If written notice is placed in the United States mail, postage prepaid, addressed to a director at his/her address as it appears on the books of the corporation, notice shall be deemed to have been given.  

SECTION 6.  WAIVER OF NOTICE.  Any director may waive notice of any meeting at any time. The attendance of a director at a meeting of the board of directors shall constitute a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully convened. Neither the actions to be taken at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.  

SECTION 7.  QUORUM.  A majority of the number of directors fixed by these by-laws shall constitute a quorum for the transaction of any matters of this corporation at any meeting of directors. The directors present at a duly organized meeting may continue to transact any matters until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. If less than a majority of the directors attend a meeting, a majority of those present may adjourn the meeting to such a time and place as they may determine, without further notice, except that any meeting at which directors are to be elected shall be adjourned only from day-to-day until such directors have been elected. At the adjourned meeting at which a quorum shall be present, any matters may be transacted which might have been transacted at the meeting as originally notified.  

SECTION 8.  MANNER OF ACTING.  The act of the majority of the directors present at a meeting or adjourned meeting at which a quorum is present shall be the act of the board of directors. By a resolution passed by a majority of the full board of directors of the corporation, the board may delegate authority to one or more directors as it deems necessary or appropriate, each of which to the extent provided in such resolution, shall have and may exercise the authority of the board of directors, except as limited by law. The designation of any such director and the delegation thereof of authority shall not relieve the board of directors, or any member thereof, of any responsibility imposed by law.  

SECTION 9.  VACANCIES.  Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the board of directors for a term of office continuing only until the next election of directors.  

SECTION 10.  PRESUMPTION OF ASSENT.  A director of the corporation who is present at a meeting of the board of directions at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file his/her written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.  

SECTION 1. NUMBER.  The officers of the corporation shall be a chairperson, one or more vice chairpersons, a secretary and a treasurer, each of whom shall be elected by the board of directors.  Such other officers and assistant officers, as may be deemed necessary or appropriate, may be elected by the board of directors. Any two or more offices may be held by the same person, except the office of chairperson.  

SECTION 2.  ELECTION AND TERM OF OFFICE.  The officers of the corporation, to be elected by the board of directors, may be elected for such term as the board may deem advisable or may be elected to serve for an indefinite term at the pleasure of the board.  Officers of the corporation shall be elected at the first meeting of directors following the expiration of the term of office.  Each officer shall hold office until his/her successor shall have been duly elected and qualified regardless of his/her term of office, except in the event of his/her prior death or resignation or his/her removal in the manner hereinafter provided.  
 

SECTION 3.  REMOVAL.  Any officer, agent or director, elected or appointed by the board of directors, may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an officer or agent shall not, of itself, create contract rights.  

SECTION 4.  VACANCIES.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors, for the unexpired portion of the term.  

SECTION 5.  CHAIRPERSON OF THE BOARD.  The chairperson of the board, if there be such an office, shall, if present, preside at all meetings of the board of directors, and exercise and perform such other powers and duties as may be determined from time-to-time by resolution of the board of directors.  

SECTION 6.  THE VICE CHAIRPERSON.  In the absence of the chairperson, or in the event of his/her death, inability or refusal to act, the vice chairperson, or, in the event there shall be more than one, in the order designated at the time of their election, or in the absence of any designation, then in the order of their election, if any, shall perform the duties of the chairperson.  When so acting, the vice chairperson shall have all the powers of and be subject to all the restrictions upon the chairperson and shall perform such other duties as from time-to-time may be assigned to him/her by resolution of the board of directors.  

SECTION 7.  THE SECRETARY.  The secretary shall keep the minutes of the board of directors’ meetings in one or more books provided for that purpose, shall see that all notices are duly given in accordance with the provisions of these by-laws or as required by law, shall be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized, shall keep a register of the names and post office addresses of all members of the board of directors, may sign with the president, or a vice president, deeds, mortgages, bonds, contracts, or other instruments which shall have been authorized by resolution of the board of directors, and in general shall perform all duties incident to the office of secretary and such other duties as from time-to-time may be assigned to him/her by resolution of the boards of directors.  

SECTION 8.  THE TREASURER.  If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his/her duties, in such sum and with such sureties as the board of directors shall determine.  He/she shall have charge and custody of and be responsible for all funds of the corporation, receive and give receipts for monies due and payable to the corporation from any source whatsoever, deposit all such monies in the name of the corporation in the banks, trust companies or other depositories as shall be selected in accordance with the provisions of these by-laws, and in general perform all of the duties incident to the office of treasurer and such other duties as from time-to-time may be assigned to him/her by resolution of the board of directors. 
 

SECTION 9.  ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.  The assistant secretaries and assistant treasurers in general shall perform such duties as shall be assigned to them by resolution of the board of directors.  If required by the board of directors, the assistant treasurers shall respectively give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine.  

SECTION 1.  PRESIDENT.  The president shall be the principal executive officer of the corporation; and, subject to the control of the board of directors, shall in general supervise and control all of the activities and affairs of the corporation.  The president shall be considered an ex-officio member of the board of directors with no voting rights.  With any other proper officer of the corporation, authorized by the board of directors, he/she may sign certificates, deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed.  In general, he/she shall perform all duties incident to the office of president and such other duties as may be prescribed by resolution of the board of directors from time-to-time.  

SECTION 2.  THE VICE PRESIDENTS.  In the absence of the president, or in the event of his/her death, inability or refusal to act, the vice president, or in the event there shall be more than one vice president, the vice presidents, in the order designated at the time of their appointment by the board of directors, if any shall perform the duties of the president.  When so acting, the vice president shall have all the powers of and be subject to all the restrictions upon the president and shall perform such other duties as from time-to-time may be assigned to him/her by resolution of the board of directors.  

SECTION 1. CONTRACTS.  The board of directors may authorize any officer or officers or agent or agents 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.  
SECTION 2.  CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers or agent or agents of the corporation and in such manner as shall from time-to-time be determined by resolution of the board of directors.  In the absence of such determination by the board of directors, such instruments shall be signed by the secretary or assistant secretary 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 depositaries as the board of directors may select.  

SECTION 4. GIFTS. The board of directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.  

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its board of directors and committees having any of the authority of the board of directors.  ARTICLE VIII FISCAL YEAR  The fiscal year of the corporation shall be fixed by resolution of the board of directors.  

The corporate seal shall have inscribed thereon the name of the corporation and the words “Corporate Seal, California.”  

Whenever any notice is required to be given under the provisions of the General Not For Profit Corporation Act of California or under the provisions of the articles of incorporation or the by-laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.  

The power to alter, amend or repeal the by-laws or adopt new by-laws shall be vested in the board of directors.  Such action may be taken at a regular or special meeting for which written notice of the purpose shall be given.  The by-laws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.  
 

SECTION 1.  The corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he/she is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding, if he/she acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.  
SECTION 2.  The corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he/she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit, if he/she acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to the  best interest of the corporation, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  

SECTION 3.  To the extent that a director, officer, employee or agent of the corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Sections (1) and (2) of this Article XII, or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by him/her in connection therewith.  

SECTION 4. Any indemnification under Sections (1) and (2) of this Article XII (unless ordered by a court) shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he/she has met the applicable standard of conduct set forth in Sections (1) and (2) of this Article XII.  Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.  

SECTION 5.  Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he/she is entitled to be indemnified by the corporation as authorized in this Article XII.  

SECTION 6.  The indemnification provided by this Article XII shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of disinterested directors, or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.  

SECTION 7. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status such, whether or not the corporation would have the power to indemnify him/her against such liability under the provisions of this Article XII.  

We, the undersigned, certify that the By-Laws in the form attached, were hereby adopted on March 10, 2008, as the By-Laws of the Grossmont High School Educational Foundation.    
___________________________________  

___________________________________    

___________________________________    

___________________________________