ACTION BY INCORPORATOR
OF
THE EXETER ART GALLERY AND MUSEUM ASSOCIATION
The undersigned, being the sole Incorporator named in the Articles of Incorporation of THE EXETER ART GALLERY AND MUSEUM ASSOCIATION does hereby adopt the following resolutions:
- ADOPTION OF BYLAWS. The Bylaws bearing the heading “BYLAWS OF THE EXETER ART GALLERY AND MUSEUM ASSOCIATION” be and the same hereby are adopted as and for the bylaws of this corporation. A copy of such Bylaws are to be inserted in the Book of Minutes of the corporation.
- ELECTION OF DIRECTORS. The following persons are hereby elected Directors of this corporation, to serve until the first annual meeting of the shareholders of the corporation and until his or her successor is elected and qualified or until his or her earlier resignation or removal or his or her office is declared vacant in the manner provided in the Bylaws of the corporation:
CHRIS BREWER
LAURA VAN DER STAAY
ROB VAN DER STAAY
PEG COLLINS
JOANIE CONSTABLE
JERRY SMITH - ELECTION OF OFFICERS. The following person is hereby elected as officers of this corporation to hold the office or offices set forth opposite their respective names until the first meeting of the Board of Directors following the next annual meeting of shareholders of this corporation and until their respective successors are elected and qualified or until their earlier resignation or removal, and such officers shall serve at the pleasure of the Board of Directors of this corporation:
CHRIS BREWER. President
LAURA VAN DER STAAY, Secretary
ROB VAN DER STAAY, Treasurer
Dated: November 19. 2019
RYAN P. SULLIVAN, Incorporator
=========
WAIVER OF NOTICE AND CONSENT TO HOLDING
OF FIRST MEETING OF BOARD OF DIRECTORS
OF
THE EXETER ART GALLERY AND MUSEUM ASSOCIATION
A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION
We, the undersigned, the Directors of THE EXETER ART GALLERY AND MUSEUM ASSOCIATION, having been elected by the Incorporator of the corporation by written Action by Incorporator dated November 19, 2019 do hereby accept my election as Director of such corporation, and as we desire to hold the first meeting of the Board of Directors of the corporation for the purpose of completing the organization of its affairs, DO HEREBY WAIVE NOTICE of such meeting and CONSENT to the holding thereof in the City of Visalia, County of Tulare, State of California, on November 19, 2019 at 11 o’clock a.m., for the purpose of ratifying the adoption of bylaws, ratifying the election of officers, confirming the designation of an agent for service of process, adopting a form of corporate seal, selecting an accounting year, authorizing the payment of expenses of incorporation and organization of the corporation, fixing the location of a principal executive office, establishing a bank account, authorizing the officers to qualify the corporation to do business in other states and foreign jurisdictions, and transacting such other business as may be brought before said meeting; and do hereby further agree that any business transacted at said meeting shall be as valid and legal and of the same force and effect as though such meeting were held after notice duly given.
WITNESS our signature on November 19, 2019.
CHRIS BREWER
LAURA VAN DER STAAY
ROB VAN DER STAAY
PEG COLLINS
JOANIE CONSTABLE
JERRY SMITH
===============
MINUTES OF FIRST MEETING OF BOARD OF DIRECTORS
OF
THE EXETER ART GALLERY AND MUSEUM ASSOCIATION
A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION
The board of directors of THE EXETER ART GALLERY AND MUSEUM
ASSOCIATION held its first meeting on November 19, 2019 at Visalia, California.
Written waiver of notice was signed by all of the directors.
The following directors, constituting a quorum of the full board, were present at
the meeting:
CHRIS BREWER
LAURA VAN DER STAAY
ROB VAN DER STAAY
PEG COLLINS
JOANIE CONSTABLE
JERRY SMITH
There were absent:
NONE (1 Vacancy Exists)
On motion and by unanimous vote, CHRIS BREWER was elected Chairperson of
the meeting, and LAURA VAN DER STAY was elected Secretary of the meeting.
The chairperson announced that the meeting was held pursuant tO written waiver of notice signed by each of the directors. Upon a motion duly made, seconded and unanimously carried, the waiver was made a part a of the records of the meeting; it now precedes the minutes of this meeting in the corporate records book.
The Chairperson stated that the original Articles of Incorporation of the corporation had been filed in the office of the California Secretary of State, on September 30, 2019. The Chairperson presented to the meeting a certified copy of the Articles of Incorporation, and the Secretary was directed to insert the copy in the Book of Minutes of the corporation.
Upon motion duly made, seconded, discussed and unanimously carried, the following resolutions were adopted:
BYLAWS: The Bylaws of this Corporation adopted by the Incorporator of this Corporation by written Action By Incorporator dated November 19, 2019 are approved, and the adoption of such Bylaws as the Bylaws of this Corporation is ratified and approved.
The Secretary of this Corporation is authorized and directed to execute a certificate of the adoption of the Bylaws and to insert the Bylaws so certified in the Book of Minutes of this Corporation and tO see that a copy of the Bylaws, being similarly certified, is kept at the principal executive office in California of this Corporation, in accordance with Section 213 of the General Corporation Law.
RATIFICATION OF OFFICERS: The action of the Incorporator in electing officers of this Corporation by written Action By Incorporator dated November 19. 2019 is ratified and approved, and each such officer so elected shall serve for the term set forth in the resolution adopted by the Incorporator. Each officer so elected was preset and accepted his or her office.
AGENT FOR SERVICE OF PROCESS: The following person was designated as the agent of this Corporation for the purpose of service of process, to serve as such agent until his or her resignation or a new agent for service of process is designated by the Board of Directors of this Corporation:
CHRIS BREWER
SEAL: The corporate seal, in the form, words and figures presented to this meeting is adopted as the seal of this Corporation, and the Secretary is directed to impress an imprint of such seal after this Resolution.
CORPORATE YEAR: This Corporation adopts an accounting year to begin on April 1 and to end on March 31.
INCORPORATION EXPENSES: The officers of this Corporation are authorized and directed to pay the expenses of the incorporation and organization of this Corporation.
PRINCIPAL OFFICE: The location of the principal executive offices of the Corporation shall be located at:
125 South B Street
Exeter. CA 93221
CONDUCTING BUSINESS IN OTHER JURISDICTIONS: Any officer of this Corporation is authorized and empowered to effect the qualification of this Corporation in such states and foreign jurisdictions as any such officer, in his or her discretion, deems to be necessary or proper, and to appoint such agents or attorneys for service or process and statutory offices for this Corporation as any such officer deems necessary or proper.
Further, any officer of this Corporation is authorized and directed to change, substitute, revoke or designate all necessary or proper agents or attorneys for service of process, and to designate and change all necessary or proper statutory offices of this Corporation in any such states of foreign jurisdictions; under the corporate seal, to make, execute and file or cause to be filed all such certificates, powers of attorney, statements, appointments, revocation of appointments, affidavits, designations, and applications.
BANKING: This Corporation shall open and maintain a checking, savings and/or investment account(s) at any financial and/or stock and/or other investment brokerage institution acceptable to a majority of the Board of Directors, from time to time, and that authorized signatures, consisting of any two (2) officers, are authorized to sign checks, drafts and other orders for the payment of money on funds held in such accounts.
The Secretary and President of this Corporation are authorized and instructed to execute any documents required by any of said financial institutions to open and maintain such accounts.
BORROWING: The President and Secretary of this Corporation are authorized to borrow such funds from any lending institution or other person, firm or organization, including any shareholder(s) of this Corporation, upon such terms and conditions as may be agreed upon between such lender and this Corporation, as shall be in the best interest of this Corporation.
CHARGE CARDS: The President and Secretary are authorized to complete and execute such documents as are necessary to obtain a MasterCard, Visa and/or any other credit card(s) for this Corporation.
DISALLOWED EXPENSES: Salary, bonus, commission or expense payments made to an officer of this Corporation disallowed in whole or in part as a deductible expense for federal income tax purposes, shall be reimbursed by such officer to the Corporation to the full extent of the disallowance. It shall be the duty of the Board of Directors to enforce payment of each such amount disallowed.
CONFLICT OF INTEREST POLICY: The chairperson presented a conflict of interest policy that was adopted and directed that all current and future officers, directors, or members of a committee with governing board delegated powers be required to agree to adhere to the same before commencing their respective duties. The chairperson directed that a copy of said policy be placed in the corporate records book following these meeting minutes.
CALIFORNIA AND FEDERAL TAX EXEMPTIONS: The chairperson announced that, an application will be submitted to the California Franchise Tax Board, to determine the corporation to be exempt from payment of state corporate franchise taxes as a charitable organization under Section 23701(d) of the California Revenue and Taxation Code. The chairperson also announced that, an application will be submitted to the Intemal Revenue Service to determine the corporation to be exempt from payment of federal corporate income taxes as a charitable organization under Section 501(c)(3) of the Internal Revenue Code.
The corporation will obtain an advance ruling of its federal public charity classification.
The chairperson then instructed the corporate attorney to prepare the applications of both state and federal tax-exemption determination letters, and the secretary was instructed to sign the same when available and insert these documents into the corporate records book.
There being no further business to come before the meeting, on motion duly made and unanimously carried, the meeting was adjourned.
Dated: November 19, 2019
LAURA VAN DER STAY, Secretary
CHRIS BREWER.
Chairperson of the Meeting
Approved:
CHRIS BREWER, Director
LAURA VAN DER STAAY, Director
ROB VAN DER STAAY, Director
PEG COLLINS, Director
JOANIE CONSTABLE, Director
JERRY SMITH, Director
=============
THE EXETER ART GALLERY AND MUSEUM ASSOCIATION
A CALIFORNIA PUBLIC BENEFIT CORPORATION
CONFLICT OF INTEREST POLICY
Article I Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (“Organization”) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in : possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Article II Definitions
- Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person. - Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Article III
I. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must
disclose the existence of the financial interest and be given the opportunity to disclose all material
facts to the directors and members of committees with governing board delegated powers
considering the proposed transaction or arrangement.
- Determining Whether a Conflict of Interest Exists After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
- Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person Or entity that would not give rise to conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair it and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
Violations of the Conflicts of Interest Policy
a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Article IV
Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion. including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Article V
Compensation
a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Article VI Annual Statements
Each director, principal officer and member a of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Article VII
Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Article VIII
Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
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