SATURDAY ART WALK ORGANIZATION
California Nonprofit Public Benefit Corporation
The name of this Corporation is 2nd Saturday Art Walk
Organization (the "Corporation").
Section A. Principal Office.
The principal office of the Corporation for the transaction of the business of
the Corporation shall be located at such place within or without the State of
California as the Board of Directors (herein called the “Board”) shall
determine. The Board is granted full power and authority to change such
principal office from one location to another.
Section B. Other
The Board may, at any time, establish branch or subordinate offices at any place
or places as the Board may from time to time find necessary or advisable to the
III. PURPOSE AND OBJECTIVES
Section A. Mission Statement.
Corporation's purpose is to secure
a public exhibition space for artists of all media and all levels of art
experience. To secure public access to all art endeavors.
Also to support local galleries and contribute to a creative lifestyle in
the East Village. The Corporation
is dedicated to pursuing the appreciation for open minds, fine skills and the
beauty of mankind.
The specific purposes of the Corporation shall include, without limitation, the
following objects and purposes:
A. Eligibility for Membership
Any person who wishes to become a member
may file an application in such form as the Board of Directors shall determine.
Any request for membership shall be acted upon the Board of Directors at its
next scheduled meeting. All members will be required to provide identification
by proof such as Driving license or passport.
Section B. Criteria for
Board of Directors may,
approve or disapprove the new membership after consideration of fathering the
general growth of the organization.
Section C. Voting
rights of Membership
The Corporation shall have no
voting members within the meaning of the Nonprofit Corporation Law. The
Board of Directors may, in its discretion, admit individuals to one or more
classes of nonvoting members; the class or classes shall have such rights and
obligations as the Board of Directors finds appropriate.
Section D. Termination of Membership
The membership of any member shall terminate upon resignation of the
member, expiration of the period of membership, or expulsion or suspension of
the member by the Board of Directors.
Section E. Dues.
Membership dues shall be payable at such times as determined from time to
time by the Board of Directors. The annual membership fee is $5.00.
Section A. Powers.
Subject to the provisions and limitations of the Articles of Incorporation and
of the California Nonprofit Public Benefit Corporation Law, the activities and
affairs of the Corporation shall be conducted and all corporate powers shall be
exercised by or under the direction of the Board. The Board may delegate
the management of the activities of the Corporation to any person or persons, a
management company, or committees however composed, provided that the activities
and affairs of the Corporation shall be managed and all corporate powers shall
be exercised under the ultimate direction of the Board. Without prejudice
to such general powers, but subject to the same limitations, the Board shall
have the power to:
The Board of Directors shall consist of
not less than three (3) nor more than five (5) directors, who shall be unrelated
persons. With that exact number of directors to be fixed within the limits
specified herein by resolution of the Board as enacted from time to time. No
reduction of the authorized number of directors shall have the effect of
shortening the term of any incumbent director.
Section C. Qualifications.
the first directors shall be those
individuals who organized the corporation.
future board members have to
members of the corporation for no less than six (6) months.
Any person qualified to be a director under these Bylaws may be nominated to the
Board by a member of the Board of Directors.
All directors shall be elected at the annual meeting of the Board, but if any
such annual meeting is not held or the directors are not elected thereat, the
directors may be elected at any special meeting of the Board held for that
The term of office of all members of the Board of Directors
shall be two (2) years. There shall be no limitation upon the number of
consecutive terms to which a director may be re-elected. Each director,
including a director elected to fill a vacancy, shall hold office until the
expiration of the term for which elected and until a successor has been elected
Any director may be removed with or without cause by the affirmative vote of a
majority of the directors then in office at
the meeting at which quorum is present.
Except as provided below, any director may resign effective upon giving written
notice to the President, the Secretary, or the Board, unless the notice
specifies a later time for the effectiveness of such resignation. If the
resignation is effective at a future time, a successor may be elected before
such time, to take office when the resignation becomes effective.
Except upon notice to the Attorney General, no director may resign where
the Corporation would then be left without a duly elected director or directors
in charge of its affairs.
Vacancies in the Board shall be filled by the affirmative vote of a majority of
the remaining directors, although less than a quorum, or by a sole remaining
director. Each director so elected shall hold office until the expiration
of the term of his or her predecessor and until his or her successor has been
elected and qualified.
A vacancy or vacancies on the Board shall be deemed to exist in the event
of (a) the death, resignation or removal of any director; (b) an increase in the
authorized number of directors of the Corporation; or (c) the declaration by
resolution of the Board of a vacancy in the office of a director who has been
declared of unsound mind by a final order of court, convicted of a felony, or
found by a final order or judgment of any court to have breached any duty
arising under Chapter 2, Article 3 of the California Nonprofit Public Benefit
No more than forty-nine (49) percent of the persons serving on the Board at any
time may be "interested persons". An interested person is (1)
any person being compensated by the Corporation for services rendered to it
within the previous twelve (12) months, whether as a full-time or part-time
employee, independent Contractor, or otherwise, excluding any reasonable
compensation paid to a director as director; and (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.
Notwithstanding the foregoing, any violation of this paragraph shall not affect
the validity or enforceability of any transaction entered into by the
of Meeting. Regular
or special meetings of the Board shall be held at any place within or without
the State of California, which has been designated by resolution of the Board or
in the notice of the meeting. In the absence of such designation, regular
meetings shall be held at the principal office of the Corporation.
Annual Meetings. A meeting of the Board of Directors shall be held annually
for the purposes of organization, the election of officers and the transaction
of other business at such hour and on such day as may be specified in a notice
given as provided in Section L. hereof for special meetings of the Board of
Directors or in a waiver of notice thereof.
Regular Meetings. Regular meetings of the Board of Directors may be held at
such times and places as may be fixed from time to time by the Board of
Directors. Unless otherwise required by the Board of Directors, regular
meetings of the Board of Directors may be held without notice if the time and
place of such meetings are fixed by the Board of Directors.
Special meetings of the Board for any purpose or purposes may be called at any
time by the President, the Secretary, or any three (3) directors.
Notice of the time and place of special meetings of the Board shall be
given or delivered personally to each director at least forty-eight (48) hours
before the meeting, sent to each director by first-class mail at least four (4)
days before the meeting, or delivered by other form of written or telephonic
communication (including cable, telegram, telex, facsimile, electronic mail and
telephone) at least forty-eight (48) before the meeting. Such notice may
be written or, if delivered by telephone or personally, oral. Written
notice shall be addressed or delivered to each director at his or her address
(e.g. mailing address, facsimile number or electronic mail address) as it is
shown upon the records of the Corporation, or as may have been given to the
Corporation by the director for purposes of notice, or if such address is not
shown on such records or is not readily ascertainable, at the place in which the
meetings of the directors are regularly held. The notice need not specify
the purpose of the meeting.
Notice by mail shall be deemed to have been given at the time a written
notice is deposited in the United States mail, postage prepaid. Any other
written notice shall be deemed to have been given at the time it is personally
delivered to the recipient or is delivered to a common carrier for transmission,
or actually transmitted by electronic means by the person giving the notice to
the recipient, as the case may be. Oral notice shall be deemed to have
been given at the time it is communicated to the recipient or to such person at
the office of the recipient who the person giving the notice has reason to
believe will promptly communicate it to the recipient.
O. Notice of Meetings
notice of each meeting stating the place , day and hour of the meeting shall be
delivered either personally or by first class mail to each member, not less than
ten (10) and no more than sixty (60) days before the date of such meeting.
Notice of a meeting need not be given to any director who signs a waiver of
notice or a written consent to holding the meeting or an approval of the minutes
thereof, whether before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to such
director. The waiver of notice or consent need not specify the purpose of
the meeting. All such waivers, consents and approvals shall be filed with
the Corporation's records or made a part of the minutes of the meeting.
Section Q. Quorum.
The presence of three (3) directors, or a majority of Board of Directors then in
office, at a meeting of the Board of Directors constitutes a quorum for the
transaction of any business, except adjournment or where otherwise provided in
these Bylaws. All matters shall be decided by a vote of the majority of the
directors present at a meeting duly held at which a quorum is present and every
such act or decision shall be the act of the Board, unless a greater number is
required by the California Nonprofit Public Benefit Corporation Law (including,
but not limited to, those provisions relating to approval of transactions in
which a director has a material financial interest, approval of transactions
involving corporations with common directors, fixing of compensation for
directors, creation of or appointments of committees and indemnification of
directors and other agents), or by the Articles of Incorporation or these
Bylaws. A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of any director or directors,
if any action taken or decision made is approved by at least a majority of the
required quorum for that meeting.
in Meetings by Conference Telephone.
Any one or more members of the Board, or a committee thereof, may participate in
any meeting by means of video or telephone conference equipment, so long as all
directors participating can hear on another at the same time.
Participation by such means shall constitute presence in person at the meeting.
A majority of the directors present, whether or not a quorum is present, may
adjourn any directors’ meeting to another time and place. Notice of the
time and place of holding an adjourned meeting need not be given to absent
directors unless the original meeting is adjourned for more than twenty-four
(24) hours. If the original meeting is adjourned for more than twenty-four
(24) hours, notice of any adjournment to another time or place shall be given,
prior to the time of the adjourned meeting, to the directors who were not
present at the time of adjournment.
Without a Meeting.
Any action that the Board is required or permitted to take may be taken without
a meeting if three (3) or more members of the Board consent in writing to that
action; provided, however, that the consent of any director who has a material
financial interest in a transaction to which the Corporation is a party and who
is an "interested director" as defined in section 5233 of the
California Corporations Code shall not be required for approval of that
transaction. Such action shall have the same force and effect as any other
validly approved action of the Board. All such consents shall be filed
with the minutes of the proceedings of the Board.
Section V. Rights
Every director shall have the absolute right at any reasonable time to inspect
and copy any and all books, records, and documents of every kind of the
Corporation, and to inspect the physical properties of the Corporation.
The inspection may be in person or by the director's agent or attorney.
The right of inspection includes the right to copy and make extracts of
Section Z. Compensation.
Directors may receive such compensation, if any, for their services, and such
reimbursement for expenses, as the Board may establish by resolution to be
just and reasonable as to the Corporation at the time that the resolution is
corporation may have unlimited number of Advisors who shall be approved by the
board upon any board member recommendation during next scheduled board of
Section A. Required
officers of the Corporation shall consist of the President of the Board, the
Secretary, and the Treasurer. There also may be other officers as
specified in the bylaws or designated by the Board. Any two or more offices may
be held by the same person, except that neither the Secretary nor the Treasurer
may serve concurrently as the President of the Board.
Section B. Subordinate
The Board of Directors may appoint, and may authorize
the Chairperson of the Board or the President or another officer to appoint, any
other officers that the business of the Corporation may require, each of whom
shall have the title, hold office for the period, have the authority, and
perform the duties specified in the Bylaws or determined from time to time by
the Board of Directors.
Section C. Election
Each officer, except those appointed under Section B. of this Article IV, shall
be elected annually by the Board at a regular or special meeting of the Board,
and may succeed themselves in office. The term of office for the officers
of the Corporation shall be one (1) year. Each person elected as an
officer shall continue in office until the next annual election of officers or
until his successor shall have been duly elected and qualified or until his
earlier death, resignation or removal in accordance with these Bylaws.
Vacancies of officers caused by death, resignation, removal or increase in the
number of officers may be filled by the Board at a regular or special meeting.
Section D. Removal
Any officer may be removed at any time with or without cause and with or without
notice by the affirmative vote of the Board.
Section E. Resignation.
Any officer may resign at any time by giving written notice to the Board.
The resignation shall take effect on the date the notice is received or at any
later time specified in the notice. Unless otherwise specified in the
notice, the resignation need not be accepted to be effective. Any
resignation shall be without prejudice to any rights of the Corporation under
any contract to which the officer is a party.
Section F. President.
Subject to the control of the Board, the President shall be the chief executive
officer of the Corporation and shall supervise, direct and control the business
affairs and property of the Corporation and over its several officers, and shall
have such other powers and perform such other duties as may be delegated by the
Board from time to time. If the Corporation has no Chairman of the Board,
then the President shall preside at all meeting of the Board.
Section G. Secretary.
The Secretary shall be the custodian of the seal of the Corporation and of the
books and records and files thereof, and shall affix the seal of the Corporation
to all papers and instruments requiring the same. The Secretary shall keep
or cause to be kept, at the principal office or such other place as the Board
may order, a minute book of all meetings of the Board and any committee of the
Board. The Secretary shall also keep, or cause to be kept, at the
principal office in the State of California the original or a copy of the
Articles of Incorporation and Bylaws of the Corporation, as amended to date.
The Secretary shall give, or cause to be given, notice of all meetings of the
Board and any committee thereof required by these Bylaws or by law to be given,
and shall have such other powers and perform such other duties as may be
delegated by the Board. Any Assistant Secretary appointed by the Board to
hold office at the pleasure of the Board, may have the same powers as the
Section H. Treasurer.
The Treasurer shall keep and maintain, or cause to be kept and maintained,
adequate and correct accounts of the properties and business transactions of the
Corporation, including, without limitation, accounts of its assets, liabilities,
receipts and disbursements, and shall send or cause to be sent to the directors
of the Corporation such financial statements and reports as are by law or these
Bylaws, required to be sent to them. The Treasurer shall deposit, or cause
to be deposited, all monies and other valuables in the name and to the credit of
the Corporation and such depositories as may be designated by the Board.
The Treasurer shall disburse the funds of the Corporation, as may be ordered by
the Board, shall render to the President or the directors, whenever requested,
an account of all transactions and of the financial condition of the
Corporation, and shall have such other powers and perform such other duties as
may be delegated by the Board.
To the fullest extent permitted by law, this Corporation shall indemnify
its directors, officers, employees and other persons described in California
Corporations Code section 5238(a), including persons formerly occupying any such
positions, against all expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred by them in connection with any
"proceeding," as the term is used in section 5238, and including an
action by or in the right of the Corporation, by reason of the fact that the
person is or was described in section 5238. "Expenses," as used
in this paragraph, shall have the same meaning as in section 5238 of the
California Corporations Code.
On written request to the Board by any person seeking indemnification
under section 5238(b) or section 5238(c), the Board shall promptly decide under
California Corporations Code section 5238(e) whether the applicable standard of
conduct set forth in section 5238(b) or section 5238(c) has been met and, if so,
the Board shall authorize indemnification.
To the fullest extent permitted by law and except as otherwise determined
by the Board in a specific instance, expenses incurred by a person seeking
indemnification under this Article VII. in defending any proceeding covered by
this Article VII., shall be advanced by the Corporation before final disposition
of the proceeding, on receipt by the Corporation of an undertaking by or on
behalf of that person that the advance will be repaid unless it is ultimately
found that the person is entitled to be indemnified by the Corporation for those
IX. RECORDS, REPORTS
- Maintenance and Inspection. The Corporation shall keep a
minute book in written form at its principal office which shall contain a record
of all actions by the Board or any committee of the Board including the time,
date and place of each meeting; whether a meeting is regular or special and, if
special, how called; the manner of giving notice of each meeting and a copy
thereof; the names of those present at each meeting; the minutes of all
meetings; any written waivers of notice, consents to the holding of a meeting or
approvals of the minutes thereof; all written consents for action without a
meeting; all protests concerning lack of notice; and formal dissents from Board
of Incorporation and Bylaws - Maintenance and Inspection.
The Corporation shall keep in its principal office in the State of California
the original copy of its Articles of Incorporation and of these Bylaws, as
amended to date, which shall be open to inspection by the directors and such
other persons as required by law, at all reasonable times during office hours.
Board shall cause an annual report to be prepared not later than one hundred
twenty (120) days after the close of the Corporation’s fiscal year. The
report shall contain at least the following information in reasonable detail:
information required by Section 6322 of the California Nonprofit Public Benefit
Corporation Law, with respect to the preceding fiscal year.
The report required by this Article shall be accompanied by any report
thereon of independent accountants, or if there is no such report, by the
certificate of an authorized officer of the Corporation that such reports were
prepared without audit from the books and records of the Corporation.
X. CORPORATE 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. Checks written on the account must
receive the signature of Chief Financial Officer or the President of the
Corporation. For the purpose of providing supporting evidence to those
individuals, organizations, companies or other such entities that provide
tax-exempt donations to the Corporation, a reporting record shall be kept to
indicate in which fiscal year the total amounts were donated to the Corporation.
XI. CONSTRUCTION AND DEFINITIONS
Unless the context otherwise requires, the general provision, rules of
construction, and definitions contained in the California Nonprofit Corporation
Law and in the California Nonprofit Public Benefit Corporation law shall govern
the construction of these Bylaws. Without
limiting the generality of the above, the singular number includes the plural,
the plural number includes the singular, and the term "person"
includes both the Corporation and a natural person.
Any provision of these Bylaws, which may be prohibited by law
or otherwise be held invalid shall be ineffective only to the extent of such
prohibition or invalidity and shall not invalidate or otherwise render
ineffective any or all-remaining provisions of these Bylaws.
XIII. FISCAL YEAR
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.
These Bylaws may be altered, amended or repealed, at any time, by the
affirmative vote of a majority of the directors then in office.
XV. CORPORATE SEAL
The corporate seal shall be circular in form, and shall have inscribed
thereon the name of the Corporation, the date of incorporation and the word
THIS IS TO CERTIFY:
That the foregoing Bylaws were duly adopted as the Bylaws of such Corporation by
the Board of Directors thereof on the __18__day of __September
Marek Dzida, incorporator, first director
Larry Bott, first director
David Mintz, first director