ARTICLES OF CAMPUS INTERFAITH
Name of organization is: CAMPUS INTERFAITH
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.
This organization is a nonprofit public benefit organization and is not organized for the private gain of any person.
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.
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.
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).
1.01 The primary mission of Campus Interfaith is to provide pastoral care upon request and be a resource for students, staff and faculty.
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.
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.
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”.
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.
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 .
Each Director shall have one vote, which may not be delegated to another or exercised by proxy.
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.
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.
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 .
The Directors and Officers shall not be compensated for their services as Directors and Officers.
5.07 RESPONSIBILITIES OF OFFICERS:
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.
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.
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.
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
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.