ARTICLES OF CAMPUS INTERFAITH
ARTICLE I
Name of organization
is: CAMPUS INTERFAITH
PURPOSE
Campus Interfaith exists for the purposes of:
1.
Providing
spiritual help and support to students;
2.
Stimulating
constructive dialogue and thought on contemporary ethical and social issues;
3.
Encouraging
spiritual and intellectual growth;
4.
Educating the
campus community regarding various faith traditions; and
5.
Promoting
interfaith understanding and mutual respect.
ARTICLE III
NONPROFIT PURPOSE
This organization is
a nonprofit public benefit organization and is not organized for the private
gain of any person.
ARTICLE IV
POLITICAL
INFORMATION
No substantial part
of the activities of this organization shall consist of carrying on propaganda,
or otherwise attempting to influence legislation, and the organization shall
not participate or intervene in any political campaign (including the
publishing or distribution of statements) on behalf of any candidate for public
office.
ARTICLE V
DEDICATION CLAUSE
The property of this
organization is irrevocably dedicated to charitable purposes and no part of the
net income or assets of this organization shall ever inure to the benefit of
any director, officer or to the benefit of any private person.
ARTICLE VI
DISSOLUTION
CLAUSE
Upon the dissolution
or winding up of the organization, its assets remaining after payment, or
provision for payment, of all debts and liabilities of this organization shall
be distributed to a nonprofit fund, foundation or corporation which is
organized and operated exclusively for charitable purposes and which has
established its tax exempt status under IRS Section 501 (c) (3).
BYLAWS OF
ARTICLE I
MISSION STATEMENT
1.01 The
primary mission of Campus Interfaith is to provide pastoral care upon request
and be a resource for students, staff and faculty.
ARTICLE II
OFFICE
2.01 PRINCIPAL
BUSINESS OFFICE:
The
Principal Business Office of Campus Interfaith shall be located at Bell Tower
East Building, Room 1200, on the campus of California State University Channel
Islands. This location may be changed
by resolution of the Board of Directors.
3.01 All
Board Members and General Members will adhere to the following
ethical framework and guidelines for ministry
and interfaith collaboration:
1.
They will support the campus
academic mission.
2.
They will respect the free will
and initiative of individuals to decide and choose or not choose a spiritual
path without forcing their own spiritual views by proselytizing (seeking
members to join one faith group, in particular at the expense of another faith
group) or maligning (denigrating or defaming another faith group or its
practitioners).
3.
They recognize and respect the
importance of students’ relationships with their families and they will not
purposely be divisive or seek to alienate individuals from their families.
4.
They will publicize events,
programs and services with integrity and respect.
5.
They will not practice
prejudice, discrimination and stereotyping. They understand that the
demonstration of prejudice against any individual or group of individuals on
the basis of age, gender, race, ethnicity, religious belief, physical or mental
disability, sexual orientation, politics, and/or socioeconomic status is
prohibited.
6.
They will exercise the utmost
discretion when dealing with controversial and sensitive issues (e.g., abortion
or homosexuality). They understand that differing positions may be stated but
maligning, demeaning, discriminating or stereotyping is prohibited.
ARTICLE IV
4.01 COMPOSITION
OF BOARD OF DIRECTORS:
The Board of
Directors shall be comprised of between five to twelve (5-12) Directors and the
immediate Past Moderator.
4.02 NOMINATIONS
AND SOLICITATION FOR VOTES:
A. Nominating Committee.
At least forty-five
(45) days before each annual meeting, the nominating committee, to be comprised
of the current Moderator, Deputy Moderator, Secretary, Treasurer and the
immediate Past Moderator (The “Nominating Committee”) shall select up to five
(5) qualified candidates for election to the Board of Directors for the ensuing
two (2) year term.
B. Election of Directors.
At the appropriate time during the annual
meeting, the Moderator will appoint three
(3) members who are present at said meeting to collect and tally the ballots of
the election of Directors for the ensuing two (2) year term. The three (3) members so appointed shall
report the results of the balloting to the Moderator. The five (5) individuals receiving the highest number of votes
shall be declared elected. The Directors
so elected shall hold office until their successors shall have been duly elected
and qualified.
C. Elections of Officers of the Board.
The Nominating
Committee will present a slate of nominations for the election to the Offices
at the Annual Meeting. Such a slate
does not preclude nominations from the floor at the Annual Meeting.
ARTICLE V
DIRECTORS
5.01 POWERS:
The Board of
Directors shall have general supervision and control of the business and
affairs of Campus Interfaith and shall make all rules and regulations
consistent with the law and Bylaws for the operation, control and management of
the business and the guidance of the officers, employees and agents of the
Campus Interfaith .
5.02 NUMBER
AND QUALIFICATIONS OF DIRECTORS:
The authorized
number of Directors shall be at least five (5) and not more than twelve (12). All persons appointed or elected as
Directors on Campus Interfaith shall be duly endorsed by their respective faith
groups.
5.03 ELECTION
AND TERMS OF DIRECTORS:
Directors shall be elected at each annual
meeting to hold office for a term of two (2) years; however, if any annual
meeting is not held or such Directors are not elected at any annual meeting,
they may be elected at any special meeting held for that purpose. However, if an individual is elected by the
Board of Directors to fill out an un-expired term of a Director who resigns or
is removed from office or is deceased, he may be elected to a full two (2) year
term, provided that the total number of consecutive years to be served would
not exceed five (5). Each Director,
including a Director elected to fill a vacancy or elected at a special meeting,
shall hold office until the expiration of the term for which elected and until
a successor has been elected and qualified.
The immediate Past Mediator who is to serve on the Board of Directors,
shall take office at each annual meeting of the Board of Directors and hold
office until the next annual meeting of the Board of Directors and until their
successor is designated and takes office.
Each Director, including a Director elected to fill a vacancy or elected
at a special meeting, shall hold office until the expiration of the term for
which elected, but may, upon approval of the Board of Directors, extend such
term even though a successor has been elected and qualified provided the
authorized number of Directors does not exceed five (5) as previously stated in
Article V, titled “Directors”.
5.04 VACANCIES:
A. A. Events causing vacancy.
A vacancy or
vacancies of the Board of Directors shall be deemed to exist upon the
occurrence of the following:
1. 1. Death, Resignation, or Removal of any
director.
2. 2. The declaration by resolution of the Board of
Directors of any vacancy of the office of a Director who has been either of the
following:
a. a. Absent from three (3) meetings of the Board
of Directors during any given one (1) year period.
b. b. Declared of unsound mind by an order of court
or convicted of a felony or has been found by final order or judgment of any
court to have breached a duty under section 7230 and following of the
California Nonprofit Corporation Law.
3. 3. The increase of the authorized number of
Directors.
B. B. Resignations.
A Director may
resign, which resignation shall be effective upon giving written notice to the
Moderator, the Secretary, or the Board of Directors, unless the notice
specifies a later time for such resignation to become effective. If the resignation of a Director is
effective at a future time, the Board of Directors may elect a successor to
take office when the resignation becomes effective.
C. C. Filling of Vacancies.
Any candidates for
vacancies on the Board of Directors shall be recommended by the nominating
committee subject to approval by the remaining members of the Board of
Directors.
5.05 PLACE
OF DIRECTORS’ MEETINGS:
Regular meetings of
the Board of Directors may be held at any place within or outside the State of
California, which has been designated from time to time by resolution of the
Board. In the absence of such
designation, regular meetings shall be held at the principal office of the Campus
Interfaith . Special meetings of the
Board shall be held at any place within or outside the State of California that
has been designated in the notice of the meeting or, if not stated in the
notice, or if there is no notice, at the principal executive office of the
Campus Interfaith . Notwithstanding the
above provisions of this section a regular or special meeting of the Board of
Directors may be held at any place consented to in writing by all the Board Members,
either before or after the meeting. If
consents are given, they shall be filed with the minutes of the meeting.
5.06 ELECTION
OF OFFICERS:
A meeting of the
Board of Directors shall be held at the Annual Meeting (date and time to be
determined by the Board of Directors each year) for the purpose of
organization, election of Officers and the transaction of other business.
5.07 OTHER
REGULAR MEETINGS:
Other regular
meetings of the Board of Directors shall be held monthly (date and time to be
determined by the Board of Directors) such regular meetings may be held without
notice, provided the Board of Directors fixes the date thereof by majority vote
at least 30 days before the meeting is to be held. Otherwise, notice of the meeting shall be given as in the case of
special meetings.
5.08 SPECIAL
DIRECTORS’ MEETINGS:
A. Authority to call.
Special meetings of
the Board of Directors for any purpose may be called at any time the Moderator,
Deputy Mediator, Secretary, and Treasurer.
B. Notice.
1. Manner of giving notice.
Notice of the time
and place of special meetings shall be given to each Director by one of the
following methods:
a.
By first-class mail, postage
paid.
b. By telephone communication, either directly
to the Director or to a person at the Director’s office who would reasonably be
expected to communicate such notice promptly to the Director. All such notices shall be given or sent to
the Director’s address or telephone number as it is filed at Campus Interfaith
Office.
c.
By e-mail.
d. By fax.
2. Time Requirements.
Notice sent by
first-class mail shall be deposited into the United States mail at least four
(4) days before the time set for the meeting.
Notices given by personal delivery, e-mail, fax or telephone shall be
delivered or telephoned at least forty-eight (48) hours before the time set for
the meeting.
3. Notice Contents.
The notice shall
state the date, time and place of the meeting.
However, it need not specify the purpose of the meeting, nor the place
of the meeting, if it is to be held at the principal executive office of the
Campus Interfaith .
5.09 VOTING:
Each Director shall
have one vote, which may not be delegated to another or exercised by proxy.
5.10 QUORUM:
Fifty percent (50%)
of the authorized number of Directors shall constitute a quorum for the
transaction of business, except to adjourn as provided the section
“Adjournment”. Every act or decision
done or made by a majority of the Directors present at a meeting duly held at
which a quorum is present shall be regarded as the act of the Board of
Directors, subject to the provisions of the California Nonprofit Corporation
Law, especially those provisions relating to the following:
1. Approval of contracts or transactions in
which a Director has a direct or indirect material financial interest.
2. Appointment of committees.
3. Indemnification of Directors.
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 required quorum for the meeting
5.11 WAIVER
OF NOTICE:
The transaction of
any meeting of the Board of Directors however called and noticed or wherever
held, shall be as valid as though taken at a meeting duly held after regular
call and notice, if a quorum is present and if, either before or after the
meeting, each of the Directors not present sign a written waiver of notice, a
consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not
specify the propose of the meeting. All
waivers, consents and approvals shall be filled with the Corporate Records or
made a part of the minutes of the meeting.
Notice of a meeting shall also be deemed given to any Director who
attends the meeting without protesting before or at its commencement about the
lack of adequate notice.
5.12 ADJOURNMENT:
A majority of the
Directors present, whether or not constituting a quorum, may adjourn any
meeting to another time and place.
5.13 NOTICE
OF ADJOURNMENT:
Notice of the time
and place of holding an adjourned meeting need not be given unless the meeting
is adjourned for more than twenty-four (24) hours, in which case personal
notice of the time and place shall be given before the time of the adjourned meeting
of Directors who were not present at the time of the adjournment.
5.14 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 the action. Such action by
written consent shall have the same force and effect as unanimous vote of the
Board of Directors. Such written consent
or consents shall be filled with the minutes of the proceedings of the Board.
5.15 FISCAL
YEAR:
Campus Interfaith
fiscal year shall begin on July 1 and shall end on June 30.
ARTICLE VI
OFFICERS
6.01 OFFICERS:
The Officers of
Campus Interfaith shall be a Moderator, Deputy Moderator, Secretary and
Treasurer.
6.02 ELECTION
OF OFFICERS:
The Officers of
Campus Interfaith shall be elected by the Board of Directors at the regular
Annual Meeting and each shall serve at the pleasure of the Board, subject to
the rights, if any, of an Officer under any contract of employment. Officers shall be elected by secret ballot
of the Directors and the individual receiving the highest number of votes cast
for a given office shall be declared elected to such office.
6.03 QUALIFICATIONS
OF OFFICERS:
All persons elected
or appointed as officers must be duly elected Directors of the Campus
Interfaith . All persons elected or
appointed as Officers of Campus Interfaith must meet the same qualifications as
Directors as stated in section “Number and Qualifications of Directors”.
6.04 REMOVAL
OF OFFICERS:
Subject to the
rights, if any, of an officer under any contract of employment, any Officer may
be removed, either with or without cause, by vote of a two-thirds majority of
the Board of Directors at any regular or special meeting of the Board, or, except
in the case of an Officer chosen by the Board of Directors by an Officer upon
whom such power of removal may be confirmed by the Board.
6.05 VACANCIES
IN OFFICE:
A vacancy will be
deemed to exist in any office upon the death, resignation, removal or disqualification
of the incumbent. Vacancies maybe
filled for the balance of the term by majority vote of the Board of Directors
if a person qualified under section “Qualifications of Officers” of these
bylaws is available to serve. If no
such person is available, the Board of Directors may by vote of a two-thirds
majority, fill the vacancy with any member of the Campus Interfaith .
6.06 COMPENSATION:
The Directors and
Officers shall not be compensated for their services as Directors and Officers.
5.07
RESPONSIBILITIES OF OFFICERS:
A Moderator
Subject to the control and supervision of the
Board, the Moderator shall be the Chief Executive Officer and general manager
of the corporation and shall generally supervise, direct and control the activities
and affairs and the officers of the corporation. The Moderator shall preside at
all meetings of the Board. The Moderator shall have such other powers and
duties as may be prescribed by the Board or these Bylaws. The Moderator shall have chief responsibility
for insuring that the Board is truly interfaith and representative of the
diversity of religious traditions on campus, in Ventura County and in the wider
community.
B Deputy
Moderator
In
the absence or disability of the Moderator, the Deputy Moderator shall perform
all of the duties of the Moderator and, when so acting, shall have all the
powers of and be subject to all of the restrictions upon the Moderator. The
Deputy Moderator shall have such other powers and perform such other duties as
from time to time may be prescribed for them by the Board or the Bylaws. The Deputy Moderator will be designated
Moderator- elect to serve in that capacity during the year preceding the year
in which that person is to serve as Moderator.
C. Secretary
1. Book of Minutes. The Secretary shall keep or cause to be kept, at the principal
office or such other place as the Board may direct, a book of minutes of all
meetings and actions of the Board and of committees of the Board. The Secretary
shall also keep, or cause to be kept, at the principal office in the State of
California, an up to date copy of the Articles of Incorporation and Bylaws, as
amended and approved.
2. Notices, Seal and Other Duties. The Secretary shall give, or cause to be
given, notice of all meetings of the Board and of committees of the Board
required to be given by these Bylaws. The Secretary shall keep the seal of the
corporation in safe custody and shall have such other powers and perform such
other duties as may be prescribed by the Board or the Bylaws.
D. Treasurer
1. Books of Account. The Treasurer shall keep or maintain, or cause to be
kept or maintained, adequate and correct books and accounts of the properties
and financial transactions of the corporation, and shall send or cause to be
sent to the directors such financial statements and reports as are required by
law or these Bylaws to be given. The books of account shall be open to
inspection by any director at any and all reasonable times.
2. Deposit and Disbursement of Money and Valuables.
The Treasurer shall deposit all money and other valuables in the name and to
the credit of the corporation with such depositories as may be designated by
the Board, shall disburse the funds of the corporation as may be ordered by the
Board, shall render to the Moderator, when requested, an account of all
transactions and of the financial condition of the corporation, and shall have
other powers and perform such other duties as may be prescribed by the Board or
by the Bylaws.
3. Bond. If required by the Board, the Treasurer shall give the corporation a
bond in the amount and with the surety or sureties specified by the Board for
faithful performance of the duties of the office and for restoration to the
corporation of all its books, papers, vouchers, money and other property of
every kind in the possession or under the control of the Treasurer upon death,
resignation, retirement or removal from office.
ARTICLE VII
MAINTENANCE,
AMENDMENT AND CONSTRUCTION OF BYLAWS
7.01 MAINTENANCE
OF BYLAWS:
The Officers of
Campus Interfaith shall keep an original or copy of these Bylaws, as amended to
date, at the Campus Interfaith ’s Principal Business Office in California, or,
if that Office is not in the state, at the Campus Interfaith ’s Principal
Business Office in California. If kept
at an office in California, the Bylaws, as amended to date, shall be open to
inspection by the Board. If Campus
Interfaith has neither its Principal Executive Office, nor a Principal Business
Office in California, the Secretary shall, upon the written request of any
Board Member, furnish a copy of these Bylaws, as amended to date, to that Board
member.
7.02 ADOPTION,
AMENDMENT, OR REPEAL BY BOARD:
Subject to
compliance with any provisions of law or any limitations contained in the
Articled of Incorporation and subject to the rights of Campus Interfaith to
adopt, amend, or repeal bylaws may be adopted, amended, or repealed by the
approval of the Board.
7.03 CONSTRUCTION
OF BYLAWS:
Accept as otherwise
provided in these Bylaws, or required by the context, the definitions provided
in the General Corporation Law shall govern the construction of these
Bylaws. Without limiting the foregoing,
the singular and plural number includes the other, and the word “person”
includes a Corporation or other entity as well as a natural person, whenever
the context so indicates.
BOARD OF DIRECTORS
Mediator:
Deputy Mediator:
Date:
CERTIFICATE OF
SECRETARY:
I certify that:
I am the Secretary
of the CAMPUS INTERFAITH .
The foregoing is a
true and correct copy of the Articles and Bylaws of the Campus Interfaith ,
duly adopted by the Board of Campus Interfaith meeting on and neither amended nor repealed.
Date:
Secretary
Witness:
Date:
Moderator