BYLAWS OF OLYMP FOUNDATION
(a California Nonprofit Corporation)
ARTICLE I — Offices and Fiscal Year
Section 1.01. Principal Office.
The principal office of OLYMP FOUNDATION (the “Corporation”) may have such offices, either within or without the Commonwealth of California. The Corporation may change the location of the principal office from time to time by majority vote of the Board of Directors (the “Board”).
Section 1.02. Registered Office and Agent.
The registered office and registered agent of the Corporation in the State of California shall be as designated in the Corporation’s filings with the California Secretary of State and may be changed from time to time by majority vote of the Board and appropriate filings with the California Secretary of State.
Section 1.03. Other Offices.
The Corporation may also have offices at such other places, within or outside the United States, as the Board may from time to time determine or as the business of the Corporation may require.
Section 1.04. Fiscal Year.
The fiscal year of the Corporation shall end on December 31 of each year.
ARTICLE II — Board of Directors
Section 2.01. Powers.
The Board shall have full power to conduct, manage, and direct the business and affairs of the Corporation; and all powers of the Corporation are hereby granted to and vested in the Board. The Board is authorized to employ or retain such persons or firms, including attorneys, accountants, advisors, trustees, agents, and assistants, as in its judgment are necessary or desirable for the administration and management of the Corporation, and to pay reasonable compensation for services rendered and expenses incurred.
Section 2.02. Qualifications and Selection.
Each director shall be a natural person of full legal age and need not be a resident of California. In the case of vacancies, directors shall be selected by a majority vote of the remaining directors. If directors of more than one class are to be selected (if any classification is adopted), each class shall be nominated and selected separately.
Section 2.03. Number of Directors.
The initial Board shall consist of three (3) directors, and at all times the Corporation shall have no fewer than three (3) directors. The precise number of directors may be fixed or changed from time to time by Board resolution.
Section 2.04. Alternate Directors.
Any person or group entitled to appoint, designate, or otherwise select one or more directors may designate one or more alternates for each such director. Such designation shall be filed in writing with the Secretary and may be revoked or superseded by a subsequent writing. In the absence of a director from a meeting, an alternate may attend and exercise all powers of the absent director (or such lesser powers as specified in the designation) and shall be subject to all fiduciary duties applicable to directors.
Section 2.05. Term of Office.
Each director shall hold office for a term of three (3) years and until a successor is elected and qualified, or until earlier death, resignation, or removal.
Section 2.06. Organization.
At every Board meeting, the Chairman of the Board (if any), or in the Chairman’s absence, the Vice Chairman (if any), the President, the Vice Presidents in their order of rank and seniority, or a chair chosen by a majority of the directors present, shall preside. The Secretary, or in the Secretary’s absence an assistant secretary or a person appointed by the chair, shall act as secretary of the meeting.
Section 2.07. Resignations.
Any director may resign at any time by giving written notice to the Chairman or the Secretary. The resignation shall be effective upon receipt or at such later time as specified therein; acceptance shall not be necessary to make it effective unless stated.
Section 2.08. Removal; Vacancies.
The Board may declare vacant the office of a director for cause, including adjudication of legal incapacity, conviction of a felony or crime of moral turpitude, or other proper cause. Any vacancy on the Board, whether by death, resignation, removal, disqualification, increase in the number of directors, or otherwise, may be filled by a majority of the remaining directors, though less than a quorum, and the person so elected shall serve for the balance of the unexpired term.
Section 2.09. Place of Meeting.
Meetings of the Board may be held at any place within or outside California as designated by the Board or in the notice of the meeting.
Section 2.10. Regular Meetings.
Regular meetings of the Board shall be held at such times and places as may be designated by Board resolution. Written notice of regular meetings need not be given unless required by law or these Bylaws.
Section 2.11. Special Meetings;
Emergency Meetings. Special meetings of the Board may be called by the President or by any two (2) or more directors. Notice shall be given to each director by telephone or in writing at least 24 hours (telephone) or 48 hours (overnight courier, facsimile, or electronic transmission) or five (5) days (U.S. mail) before the meeting time. The notice shall state the time and place of the meeting and the business to be considered; the meeting shall be limited to such business.
During an emergency (including a natural disaster or similar event), notice shall be given to the extent feasible by any practicable means. To the extent required to constitute a quorum during an emergency, available officers may be deemed, in order of rank and seniority, to be directors for that meeting.
Section 2.12. Quorum;
Manner of Acting; Written Consent. A majority of the directors then in office shall constitute a quorum for the transaction of business. Each director shall have one vote. Except as otherwise provided by law, the Articles, or these Bylaws, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. The Board may act without a meeting by unanimous written consent signed by the number of directors then required to approve the action, which consent shall be filed with the minutes.
Section 2.13. Committees.
The Board may, by resolution adopted by a majority of directors then in office, establish an Executive Committee and one or more other committees, each consisting of one or more directors. The Board may designate alternates to any committee. In the absence or disqualification of a committee member (and alternates, if any), the directors present and not disqualified may unanimously appoint another director to act at the meeting. Each committee shall serve at the pleasure of the Board. The Executive Committee shall have and may exercise all powers and authority of the Board in managing the business and affairs of the Corporation except: (1) filling vacancies on the Board; (2) adopting, amending, or repealing these Bylaws; or (3) amending or repealing any Board resolution. Other committees shall not exercise powers reserved to the Board but may make recommendations. Establishment of a committee and delegation of authority shall not relieve any director of fiduciary duty. A majority of the committee members then in office shall constitute a quorum, and the act of a majority present shall be the act of the committee. Each committee shall keep minutes and report to the Board. Sections 2.09–2.11 apply to committees.
Section 2.14. Interested Directors or Officers.
Subject to Article VII (Conflicts of Interest), no contract or transaction between the Corporation and any director or officer (or entity in which such person has a financial interest or serves as a director/officer) shall be void solely for that reason or because such person is present or votes at the meeting authorizing the transaction, if: (1) material facts regarding the relationship or interest and the transaction are disclosed to or known by the Board, and the Board in good faith authorizes the transaction by the affirmative vote of a majority of disinterested directors (even if fewer than a quorum); or (2) the transaction is fair and reasonable to the Corporation at the time it is authorized, approved, or ratified.
Section 2.15. Fees and Compensation.
Directors may receive such reasonable fees (if any) as the Board may fix for attendance at Board or committee meetings and such other reasonable compensation for services as a director as the Board may from time to time determine. Under no circumstances shall the net earnings of the Corporation inure to the benefit of any director, nor shall a director receive compensation in excess of that necessary to reasonably compensate for services provided.
ARTICLE III — Notice; Waivers; Meetings
Section 3.01. Notice.
Whenever written notice is required under the Articles or these Bylaws, it may be given personally or by first-class mail (postage prepaid), overnight courier, facsimile, or electronic transmission to the address supplied for notice. Notices are effective: (i) if by hand, facsimile, or electronic transmission, on the day sent; (ii) if by overnight delivery, one (1) day after deposit with the carrier; and (iii) if by first-class mail, three (3) days after deposit in the U.S. mail. A notice of meeting shall specify the place, date, and hour of the meeting and any other information required by law or these Bylaws. When a meeting is adjourned, additional written notice of the adjourned meeting is not required if the new time and place are announced at the meeting.
Section 3.02. Waiver of Notice.
A written waiver signed by the person entitled to notice, whether before or after the time stated, shall be deemed equivalent to notice. Attendance at a meeting constitutes a waiver of notice unless the attendee objects at the beginning of the meeting to the transaction of business because the meeting was not lawfully called or convened.
Section 3.03. Modification of Proposals.
If the text of a proposed resolution is included in the notice of a meeting, the meeting may adopt it with clarifying or other amendments that do not enlarge its original purpose without further notice.
Section 3.04. Conference Telephone or Electronic Meetings.
One or more persons may participate in a Board or committee meeting by means of conference telephone, videoconference, or similar communications equipment that allows all participants to hear (and, for videoconference, see) one another. Participation by such means constitutes presence in person at the meeting.
ARTICLE IV — Officers
Section 4.01. Officers;
Qualifications. The officers of the Corporation shall be a President, one or more Vice Presidents (if desired), a Secretary, and a Treasurer, and such other officers as may be elected in accordance with these Bylaws. Any number of offices may be held by the same person. Officers may, but need not, be directors. The President and Secretary shall be natural persons of full age; the Treasurer may be a corporation or, if a natural person, shall be of full age. The Board may also elect a Chairman and Vice Chairman of the Board, who shall be officers.
Section 4.02. Election and Term.
Except as otherwise provided herein, officers shall be elected by the Board every three (3) years, and each officer shall hold office until the next triennial organizational meeting of the Board and until a successor is elected and qualified, or until earlier death, resignation, or removal.
Section 4.03. Subordinate Officers, Committees, and Agents.
The Board may from time to time elect such other officers and appoint such committees, employees, or other agents as the business of the Corporation may require (including assistant secretaries and assistant treasurers), each to serve for such period, with such authority, and performing such duties as provided in these Bylaws or as determined by the Board. The Board may delegate appointment authority to an officer or committee.
Section 4.04. Resignations.
Any officer or agent may resign at any time by written notice to the Board, the President, or the Secretary. The resignation shall be effective upon receipt or at a later time specified; acceptance is not required to make it effective unless stated.
Section 4.05. Removal.
Any officer, committee member, employee, or other agent of the Corporation may be removed, with or without cause, by the Board or other authority that elected, retained, or appointed such person whenever, in its judgment, the best interests of the Corporation would be served thereby, without prejudice to any contractual rights.
Section 4.06. Vacancies.
A vacancy in any office due to death, resignation, removal, disqualification, or any other cause shall be filled by the Board (or the officer/committee with delegated authority) for the unexpired portion of the term.
Section 4.07. General Powers and Duties.
Officers shall have the authority and perform the duties prescribed by the Board and, to the extent not inconsistent, those set forth in these Bylaws.
Section 4.08. Chairman and Vice Chairman.
The Chairman (or, in the Chairman’s absence, the Vice Chairman) shall preside at all Board meetings and perform such other duties as may be requested by the Board.
Section 4.09. President.
The President is the Chief Executive Officer, with general supervision over the activities and operations of the Corporation, subject to the control of the Board and the Chairman. The President shall sign, execute, and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts, or other instruments authorized by the Board, except where such signing and execution are expressly delegated by the Board or these Bylaws to another officer or agent, and shall perform all duties incident to the office and such other duties as the Board or Chairman may assign.
Section 4.10. Vice Presidents.
The Vice Presidents shall perform the duties of the President in the President’s absence and such other duties as may be assigned by the Board, the Chairman, or the President.
Section 4.11. Secretary.
The Secretary (or an assistant secretary) shall attend all Board and committee meetings; record all votes and minutes in books kept for that purpose; ensure that notices are duly given and records and reports properly kept and filed as required by law; be custodian of the corporate seal and ensure its affixation to documents requiring it; and perform all duties incident to the office and such other duties as may be assigned by the Board, the Chairman, or the President.
Section 4.12. Treasurer.
The Treasurer (or an assistant treasurer) shall have custody of the funds and other property of the Corporation; keep separate bank accounts to the credit of the Corporation; collect and receive monies due; deposit all funds in such banks or depositories as the Board designates; render accounts of transactions and the financial condition of the Corporation when required by the Board; and perform such other duties as may be assigned by the Board, the Chairman, or the President.
Section 4.13. Bonds.
Any officer may be required to give a bond for the faithful discharge of duties in such sum and with such surety or sureties as the Board may require.
Section 4.14. Compensation.
The compensation (if any) of officers elected by the Board shall be fixed from time to time by the Board or by an officer designated by Board resolution. Compensation of other officers, employees, and agents shall be fixed by the appointing authority. Under no circumstances shall the net earnings of the Corporation inure to the benefit of any officer, nor shall any officer receive compensation in excess of that necessary to reasonably compensate for services rendered.