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BOARD OF DIRECTORS OF

NAPA VALLEY COLLEGE FOUNDATION

Approval of Amended and Restated Bylaws

Whereas, the Board of Directors (the "Board") of Napa Valley College Foundation (the "Foundation") has determined that it is in the Foundation's best interest to amend and restate the Foundation's bylaws in the form attached hereto as Exhibit "A" (the "A&R Bylaws").

Now, therefore, Be It Resolved, that the Board of the Foundation hereby approves and adopts the A&R Bylaws.

Omnibus Resolution

Whereas, Article III, Section A of the A&R Bylaws requires that the Board establish the number of directors on the Board by resolution.

Now, therefore, Be It Resolved, that the Board hereby establishes that the number of directors on the Board shall be twenty eight (28).

Exhibit A

Bylaws of Napa Valley College Foundation, a California Nonprofit Public Benefit Corporation

SECTION I - PURPOSE

The purposes for which the corporation is formed are as follows:

A.  To operate exclusively to receive, hold, invest, and administer property and to make expenditures to and for the benefit of Napa Valley College, thereby assisting in developing and increasing the facilities of Napa Valley College for broader educational opportunities and service to students, alumni, faculty, staff and the public by encouraging gifts of money, property, works of art, historical papers and documents, museum specimens of educational, artistic, or historical value to Napa Valley College.

B.  To raise funds for the establishment of scholarships and other student or faculty assistance programs for students attending or employees of Napa Valley College and for former students of Napa Valley College pursuing further education at other educational institutions.

C.  To receive property by devise or bequest, subject to laws regulating the transfer of property by will, trust or other similar document, and acquire all property, real or personal, including shares of stocks, bonds, and other securities.

D.  To act as trustee under any trust incidental to the purposes of the corporation and to receive, hold, in­vest, administer, and expend funds and property subject to such trust.

E.   To make contracts and do all other acts necessary or expedient for administration of the affairs and attainment of the purposes of the corpora­tion.

The corporation does not contemplate the distribution of pecuniary gain, profit, or dividends to the members thereof, either currently or upon any dissolution thereof; it shall have no capital stock and no pecuniary profit or gain shall come to any individual or member thereof; but nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compen­sation therefor.

SECTION II ‑ MEMBERS

This corporation shall have no voting members within the meaning of the California Nonprofit Corporation law.

SECTION III ‑ DIRECTORS

A.  Subject to the provisions and limitations in the California Nonprofit Public Benefit Corporation law, and any other applicable laws, the corporate powers, business, and property of this corporation are vested in and shall be exercised, conducted, and controlled by a Board of Directors, which shall consist of a minimum of fifteen (15) and no more than thirty-five (35) members.  The exact number of directors shall be fixed, within those limits, by a resolution adopted by the Board of Directors.

B.  The members of the Board of Directors shall be selected in the following manner:

1) The members of the Board of Directors shall be the incorporators and the persons they select as successors. These members and their successors shall be hereinafter referred to as elected members of the Board of Directors.  The terms of office for each elected Director shall be three (3) years.  If no request to resign from the Board is made by the member during a term, that member will be deemed to have assented to renewal of membership for an additional term and the membership shall be renewed without further action. This renewal applies only to the second and third terms of any member. This provision is retroactive for the terms expiring 2012, 2013 and 2014.  No person may serve more than three consecutive terms, except after an absence from the Board of Directors for at least one year.  Such limitations shall not apply, however, to the filling of a vacant position and the completion of that unexpired term.

2) At least one member of the Board of Directors must be appointed by the Napa Valley College Board of Trustees and possess the same authority and responsibilities as those of the Directors.  The Board of Trustees may not appoint one of its Trustees or an employee of the Foundation as its appointee and no member of the Board of Trustees may serve as a Director regardless of whether such person was appointed by the Board of Trustees.

C.  Not less than thirty (30) days preceding the annual meeting of this corporation, or at such other times as determined by the Board Governance Committee,  the Board Governance Committee shall make recommendations to the Executive Committee regarding a list of nominees for election as elected members of the Board of Directors at the annual meeting of the Corporation.

D.  Vacancies on the Board of Directors may be filled by approval of the Board of Directors or, if the number of directors 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 according to notice or waiver of notice complying with California Corporations Code Section 5211, or (3) a sole remaining director.   When vacancies are filled, the replacement director shall serve for the unexpired term of the director causing such vacancy.

E.   A majority of directors shall constitute a quorum for the transaction of any business except adjournment.  Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be an act of the board, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to (1) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (2) approval of certain transactions between corporations having common directorships, (3) creation of and appointments to committees of the board, and (4) indemnification of directors.  A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some directors from that meeting, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.  Quorum for the Executive Committee and all standing committees will be the members present at a duly noticed meeting, unless otherwise provided in the committee bylaws.

F.   It is the responsibility of each board member to notify the Foundation if they cannot attend a board meeting and to provide a reason for their absence.  If recommended by the Board Governance Committee and confirmed by the Executive Committee, membership on the Board of Directors will terminate in the event that any member shall, without excuse acceptable to the Board, fail to attend at least two of the quarterly meetings of the Board in any twelve-month period, from July 1 to June 30.  Upon such failure to so attend meetings, the membership of such member shall be terminated as follows:

1.      The President shall give such member 30 days written notice of such termination.

2.      The termination shall take effect at the end of such 30 day period, unless within such period the member shall notify the Board in writing of a request to retain board membership.  In such cases the Board, at its next regular meeting, shall pass on the adequacy of the excuse for non-attendance of such member and either re-instate such membership or confirm the termination of such member.

G.  Members serving as the past president will have the following options:

1.     Past presidents may choose to become Emeritus Board Members.  They will have all the privileges of a board member, except that they may not vote or serve as the chair of a committee.  The immediate past president will remain as a regular board member through the next president's first term of office.

2.     Members of the Emeritus Board may serve on committees, attend board meetings and participate in any events held by the Foundation, except that they may not vote or serve as the chair of a committee.

3.     Past presidents shall have the option to be nominated to serve on the Foundation Board as a regular board member.

H.  Emeritus Board Members may also be nominated to that position by the Executive Committee and approved by a 2/3 vote of the full board.  They will have the same privileges as past presidents who become Emeritus Board Members.

I.    Honorary Board Members may be appointed as non-voting members to the Board of Directors through the Executive Committee and by approval of a 2/3 vote of the full board.  The President/Superintendent of Napa Valley College will serve as an Honorary Director during the term of his/her service as college president.  Upon completion of service to this office, the designation of NVCF Honorary Board Member is terminated.  Responsibilities of Honorary Board Members are outlined in the Directors' Handbook.

SECTION IV ‑ REMOVAL

Directors, officers, or any member of any committee of the corporation may be removed from their position by affirmative vote of two-thirds (2/3) of all of the qualified members of the Board of Directors voting in person, at a regularly scheduled meeting or special meeting duly noticed, when, in the sole judgment of the Board of Directors, the best interests of the corporation would be served thereby.  Said Director shall be notified in writing at least 15 days in advance of such meeting.

SECTION V ‑ OFFICERS

A.  The officers of the corporation shall be a president, a vice president, a secretary, and a treasurer. The Board of Directors, in its discretion, also may appoint recording secretary and/or an assistant treasurer who need not be elected members of the Board of Directors. The treasurer, assistant treasurer, and any other person handling funds or securities and/or any director or employee designated by the Board of Directors of the corporation shall furnish a proper bond in form as determined by the Board of Directors with responsible corporate surety, the cost of such bond or bonds being at the expense of the corporation. This requirement may be waived annually, in advance, by the Board of Directors.  All officers shall be elected members of the Board of Directors except as provided in this paragraph.

B.  Except as described in Section V.E hereof, the officers shall be elected by the Board of Directors at the annual meeting of the corporation, or within 10 days thereafter.  All officers shall hold office for one year or until his or her successor has been elected.  The normal term for officers shall commence on the first day of July following the annual meeting.

C.  A vacancy in any office because of death, resignation, removal, or otherwise may be filled by the Board of Directors for the unexpired portion of the term based upon the recommendation of the Board Governance Committee and approved by the Executive Committee.

D.  President. The president, if present, shall preside over all board meetings. He or she shall sign all contracts and other instruments which shall have first been approved by the Board of Directors, unless the Board of Directors has authorized another officer to sign on behalf of the corporation. He or she shall appoint all committee chairs as provided herein and such special committees as may be directed by the Board of Directors.  He or she shall exercise general supervision of the work and affairs of the corporation and shall perform all other duties usual to his or her office.

E.   Vice-President.  In the absence of the president, or in his or her disability, the vice-president shall exercise the president's powers and discharge the president's duties.  He or she shall also assist the president as directed by the president.  Following expiration of the president's term of office, the vice-president shall automatically ascend to the office of president.  If, however, the vice-president has resigned or been removed and the vacancy created by such removal or resignation has not been filled, then the office of president shall be filled by election as described in Section V.B hereof.

F.   Secretary. The secretary shall cause and keep a record of the meetings of the corporation and of the Board of Directors and shall serve all notices required by these bylaws or by law, be custodian of the corporate records, conduct official correspondence, and shall, in general, perform all duties incident to the office of secretary.  The secretary may delegate these duties to any individual/s as approved by the Executive Committee.

G.  Treasurer. The treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Section IX of these bylaws.  He or she shall pay out funds of the corporation subject to authorization by the Board of Directors.  He or she shall make quarterly accounting to the Board of Directors of all funds belonging to the corporation and, in general, perform all duties incident to the office of treasurer.  The treasurer may delegate these duties to any individual/s as approved by the Executive Committee.

H.  Recording Secretary and Assistant Treasurer. The recording secretary will generally be the Executive Director and shall perform such duties as may be assigned to him or her by the Officers or by the Board of Directors.  He or she shall be responsible directly to the secretary for his or her actions.  The assistant treasurer, if any, shall perform such duties as may be assigned to him or her by the treasurer or by the Board of Directors. He or she shall be responsible directly to the treasurer for his or her actions.

SECTION VI ‑ MEETINGS

A.  Regular meetings of the Board of Directors shall be held quarterly at the time and place designated by the Board of Directors through its Executive Committee.

B.  The fourth quarterly meeting shall be the annual meeting.  At such meeting the election of directors shall be held; the annual report of the treasurer and of all standing committees shall be received.

C.  It shall be the duty of the secretary to cause notice of not less than 15 days to be given by mail, fax or electronically to the members of the Board of Directors of every meeting of the Board.

D.  Special meetings of the Board of Directors may be called at any time by the president or by the secretary upon the written request of five directors, given not less than 5 working days of notice to Board Members.

E.   Whenever any notice is required to be given under the laws of the State of California or by these bylaws, 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.

F.  Any board meeting may be held by conference telephone, video screen communication, or other communications equipment.  Participation in a meeting under this Section shall constitute presence in person at the meeting if both of the following apply: (1) each member participating in the meeting can communicate concurrently with all other members; and (2) each member is provided the means of participating in all matters before the board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.

SECTION VII ‑ VOTING

A.  The act of a majority of the directors present and voting at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.

B.  The presiding officer shall have a vote at all times.

C.  No proxy voting shall be allowed.

D.  Any action required or permitted to be taken by the Board 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. 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 consent of the Board without a meeting and that the Bylaws of this Foundation authorize the Directors to so act, and such statement shall be prima facia evidence of such authority.

SECTION VIII ‑ COMMITTEES

The Board of Directors, by resolution adopted by a majority of the directors then in office, may create one or more committees, each consisting of two or more directors and no one who is not a director, to serve at the pleasure of the board.  Appointments to committees of the board shall be by majority vote of the directors then in office.  Without limiting the foregoing, the Corporation shall have the  following standing committees and the Board of Directors shall appoint members thereof in accordance with this provision.   The Board of Directors may create, and appoint members to,  any other special committees as the Board of Directors deems necessary

A.  STANDING COMMITTEES

1.   Executive Committee.  There shall be an executive committee comprised of all officers, the immediate past president, and the chairs of the committees.  The executive committee shall have such authority as the Board of Directors shall from time to time designate.  For functions of the Executive Committee, refer to the standing rules of the Executive Committee attached hereto.  All actions of the Executive Committee shall be reported to and ratified by the full board at the next duly scheduled board meeting.

2.   Board Governance Committee.  There shall be a Board Governance Committee comprised of not less than three (3) Board Members.  The Board Governance Committee shall have the authority to develop governance policies for adoption by the full board and coordinate the Board nomination and recruitment process.  For functions of the Board Governance Committee, refer to the standing rules of the Board Governance Committee attached hereto.

3.   Resource Development Committee. There shall be a Resource Development Committee comprised of not less than four (4) and up to seven (7) members.  For functions of the Resource Development Committee, refer to the standing rules of the Resource Development Committee attached hereto.

4.   Investment & Finance Committee.  There shall be an Investment & Finance Committee comprised of not less than three (3) members of the Board of Directors, and the president and treasurer.  The treasurer of the corporation shall be the chair of this committee.  The chair may appoint members to the committee who are not members of the Board of Directors. For functions of the Investment & Finance Committee, refer to the standing rules of the Investment & Finance Committee attached hereto.

5.   Planned Giving Committee. There shall be a Planned Giving Committee comprised of a minimum of three (3) members. The Planned Giving Committee shall have the authority to maintain a coordinated and strategic planned giving program aligned with the mission of the Foundation. For functions of the Planned Giving Committee, refer to the standing rules of the Planned Giving Committee attached hereto.

B.  CHANGES TO STANDING COMMITTEE RULES

The Chairs of the above standing committees may recommend to the Board Governance Committee any desired changes to the standing rules of said committee.

C.  STANDING RULES FOR EACH COMMITTEE

The Standing Rules for each committee are attached.

SECTION IX ‑ FINANCIAL MATTERS

A.  The Board of Directors may authorize any officer or officers of this corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation.

B.  All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by not less than two officers of the corporation 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 treasurer or assistant treasurer and countersigned by the president or vice president of the corporation.

C.  All funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

D.  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.

E.   There shall be an annual independent audit of the affairs of the corporation by a qualified Certified Public Accountant, who shall furnish a report to the directors. The College Business Office or other appointed professionals shall prepare federal and state tax returns for filing by the corporation after review by the Board of Directors.

F.   The corporation through its Investment & Finance Committee shall have the power to invest and reinvest funds and property of whatsoever kind entrusted to it or any portion thereof in such securities or other property as the directors may deem advisable, in the sole and absolute discretion of the Board of Directors.

G.  The fiscal year of the corporation shall begin on the first day of July and end on the last day of June in each year.

H.  The Executive Committee will recommend to the Board of Directors the approval of an annual budget of anticipated revenues and expenditures.

I.    Designation of all funds raised in the name of the Foundation must be approved by the Budget and Finance Committee and ratified by the Board of Directors or in its absence the Executive Committee.

J.    The Statement of Investment & Finance Policy & Guidelines is hereto attached.

SECTION X ‑ AMENDMENTS

These bylaws may be amended or repealed, and new bylaws may be adopted, by a majority of the directors present at any regular meeting or any duly noticed special meeting of the Board of Directors, if at least seven days written notice is given of such meeting with recommended changes.

SECTION XI - INDEMNIFICATION

Any director, officer or former director and his/her heirs, executors and administrators, shall be indemnified by the Foundation against expenses reasonably and necessarily incurred by such director or officer by reason of being or having been such director or officer, except in relation to matters as to which he/she shall be adjudged in such action, suit or proceedings to be liable for negligence or misconduct in the performance of such duty or otherwise unauthorized actions of the director or officer.

SECTION XII - RULES OF ORDER AND PARLIAMENTARY AUTHORITY

The rules contained in the most recent edition of Robert's Rules of Order, newly revised, shall govern all meetings of the Foundation and the Board of Directors where such rules are not addressed within the bylaws or special rules or order adopted by the Board of Directors of the NVC Foundation.

Bylaws approved 2/15/05, revised: 11/20/07; revised 8/19/08; revised 5/19/09; revised 8/25/09; revised 8/24/11; revised 8/22/12; revised 5/21/2014; revised 2/18/15