• Offices
  • Office is at 53 Taormina but can be changed just by saying so
  • Other offices can be established anywhere any time
• Purposes and limitations
  • Nonprofit public benefit corporation under Nonprofit Public Benefit Corporation Law for public and charitable purposes, Section 501(c)(3) of IR code. Purpose: To maintain Taormina and Arundale and provide trash services to residence owners on Taormina. And it can't do anything else: it can't do anything not within its purpose, and it can't do anything outside Section 501(c)(3) or outside Section 170(c)(2).
  • Limitations
    • No lobbying or political campaigning
    • Earnings of corporation can't benefit any individual
    • When wound up and dissolved, assets must to go charity / education in accordance with 501(c)(3) and tax-exempt under California 23701d
• Members: none
• Directors
  • Powers
    • The directors (board) run the corporation, according to California Nonprofit Public Benefit Corporation Law
    • Things the directors can do:
      • Appoint and remove corporation's officers, agents, employees, and prescribe their duties and compensation
      • Move the office to anywhere
      • Use and change a corporate seal
      • Borrow money
  • Who Directors Are
    • At least 7 (unless bylaws amended) owners of real property subject to TTCI CC&Rs
    • No more than 49% of board members may be "interested persons". (But violation of this rule shall have no effect on validity of board actions.) "Interested persons" is someone who:
      • Was compensated by the corporation within the last 12 months, except that compensation to a director is okay
      • Is related to such a person
  • Each property owner of a "residence now subject to TTCI CC&Rs" (at time of incorporation) has 1 vote per residence for the directors. For a duplex, if owner of both units, that's just one vote (and one assessment fee). Term of office is 1 year and until there is a successor.
  • Vacancies
    • Vacancy might be caused by expiration of term, increase in number of directors, death, resignation, or the board's voting a director unfit due to court-declared insanity, felony, or (court-declared) breach of duty under Article 3 of Chapter 2 of Nonprofit Public Benefit Corp law
    • Directors may resign, except that the corporation must not be left with no directors; the board can elect a successor
    • Vacancies may be filled by the board (majority vote of those existing) for no more than 90 days; a special election must fill the vacancy after that
    • If you change the bylaws to reduce the number of directors, that doesn't remove existing directors
  • Meetings
    • Anywhere in Ventura County
    • Telephone meeting is okay and counts as a real meeting
    • Regular annual organizational meeting is to be held the second Saturday of March; if any other day, notice must be posted 7 days in advance on the bulletin board
    • Other regular meetings are up to the board and require 7 days notice on the bulletin board
    • Special meetings
      • May be called by the chair, president, vice president, secretary, or two directors
      • Notice
        • Each director must be notified by personal written message, mail, phone, or telegram
        • 48 hours notice is required; mail, if used, must be send 4 days in advance
        • State time and place (no need for purpose) of meeting
        • 48 hours notice on bulletin board as well
    • A quorum is a majority of the statutory number of directors. A meeting that starts with a quorum does not necessarily lose it just because some directors leave. A majority is the majority of the required quorum.
    • A director who is not notified may waive the notification requirement by attending without protesting, or by written consent (such as approving the minutes)
    • A majority of directors present is sufficient to adjourn to another time and place
    • A meeting adjourned to another time and place does not need notice if within 24 hours; if more than 24 hours, notice is required only to those directors who were not present, without rules about time
  • Unanimous consent in writing is sufficient for a decision without a meeting
  • No compensation for service as director or officer
  • Committees
    • The board can create committees, including at least one director and possibly one or more director acting as alternate, empowering them to do anything the board can do, EXCEPT:
      • Can't fill vacancies on anything
      • Can't fix compensation for directors
      • Can't change bylaws
      • Can't change existing board resolutions
      • Can't create or constitute committees
      • Can't approve contracts in which a director has a financial interest
    • Committee meeting times can be determined by the board or the committee, but apart from that everything else about board meetings applies to a committee meeting. Minutes must be kept and filed with the corporate records.
• Officers
  • There can be chair, vice presidents, assistance whatnots, etc., and one person can serve multiple functions, except that there MUST be: President, Secretary, and CFO (Treasurer), and the latter two cannot be president or chair at the same time.
  • Officers are chosen annually by the board
  • The board can appoint other officers and can authorize officers to appoint other officers
  • Officers can be removed at any time
  • Officers may resign
  • Vacancies can be filled
  • What officers must do
    • Chair, if any, presides at meetings, and acts as president if there is no president
    • President is general manager, presiding at meetings [if there is no chair?]
    • Vice presidents perform duties of an absent or disabled president
    • Secretary
      • Maintains minutes (including time anad place and type of each meeting, how authorized, notice given, names of those present), and copy of bylaws as currently amended
      • Gives notice of meetings; keeps seal
    • CFO / Treasurer
      • Keeps books and sends financial reports to directors; the books are open to any director or person paying assessment fees
      • Deposits and disburses funds, accounting for all transactions
      • May be required to be bonded for proper performance of duties and restoration of all moneys and records
• Indemnifications
  • Everyone is to be indemnified (Cal Corporations Code 5238(a))
  • If someone requests indemnification under 5238(b) or (c), the board shall authorize this immediately in accordance with 5238(e)
  • The board will advance the expenses of defendants seeking indemnification; this has to be repaid only if the defendant is shown not to entitled to indemnification
• Insurance: Corporation can get liability insurance for anyone
• Records and reports
  • Must keep accounts and minutes
  • Records are open to inspection and copying by directors anad assessees
  • Annual report within 120 days after end of fiscal year, to go to directors, stating:
    • assets and liabilities at end of fiscal year
    • principal changes in assets and liabilities
    • revenues
    • expenses
  • Annual transaction report within 120 days after end of fiscal year, to go to directors:
    • Transactions with the corporation involving an "interested person" and totallying more than $50000 with that person, stating all relevant details, where an "interested person" is:
      • A director or officer
      • A holder of more than 10 percent of voting power
    • Indemnifications totalling more than $10000
• These bylaws are governed by definitions in California Nonprofit Corporation Law
• The board may change the bylaws by vote of 75% of owners of relevant properties, 1 vote per residence; in case of a duplex, 1 vote (and 1 assessment fee) if both held by same owner, otherwise 2 separate votes