II
BYLAWS
ABE THOMAS UNITED COMMUNITY ORGANIZATION CARSON, California 90746
ARTICLE I – Name and Purpose
Name:
The name of the corporation shall be the ABE THOMAS UNITED COMMUNITY ORGANIZATION. It shall be a nonprofit corporation incorporated under the laws of the State of California.
Purpose:
This corporation is a nonprofit PUBLIC BENEFIT CORPORATION and is not organized for the gain of any person but is organized under the NONPROFIT PUBLIC BENEFIT LAW for PUBLIC and CHARITABLE purposes.
a. The specific purpose of this Corporation is to provide exposure to youth for mentoring and leadership development and to enhance the quality of life for youth in underserved communities.
b. We intend to collaborate with schools, law enforcement agencies, community leaders and groups, as a resource for referrals. Available funds will be distributed for our purpose.
c. This corporation is organized and operated exclusively for charitable purposes, as defined in the Internal Revenue Code 501 (c) (3).
d. No substantial part of the activities of this corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation. The corporation shall not participate or intervene in any political campaign (including the publishing or distribution of any statement) on behalf of any candidate for public office.
e. The property of this corporation is dedicated to charitable purpose and no part of the net income or assets of this corporation shall ever incur to the benefit of any director, officer, or member thereof or to the benefit of any private person.
III
ARTICLE II – Membership - Offices
Section 1. Annual Membership Dues
The Board of Directors may levy annual membership dues at a meeting of the Board of Directors by a majority vote.
Section 2. Principle Office
The principal office of the corporation shall be at a P.O. Box located in the City of Carson, California.
Section 3. Registered Office
The Registered Office of the corporation is required, by law, to be
maintained in the State of California and may be identical to the principal office.
Section 4. Other Offices
The corporation may have offices at other locations, either within or outside the State of California, as the Board of Directors may designate or as the affairs of the corporation may require from time to time.
ARTICLE III – Meetings of Membership
Section 1. General/Regular Membership Meetings
Regular membership meetings will be held every first (1st) Tuesday of the month at either 11am or 5pm, at a location designated and agreed upon by the board. In addition, the Board of Directors may provide, by
resolution, the time and place for the holding of any additional
membership meetings, as deemed necessary. The Board of Directors meeting may be an open or closed meeting, as deemed necessary by the President or majority vote of the Board of Directors.
Section 2. Meeting Attendance
Any member who is absent from three (3) consecutive regular
membership meetings or who fails to attend 50% of regular membership meetings in a calendar year shall be deemed to have voluntarily vacated
IV
their membership. Special or exigent circumstances will be considered on a case-by-case basis by the Board of Directors.
In the event a member cannot be in attendance for a meeting they are expected to advise one of the Board of Directors as soon as possible.
Section 3. Special Meetings and Events
Special meetings of the Board of Directors may be called at the request of the President or any three (3) Directors. Such a meeting may be planned by the person(s) calling the meeting.
Each member shall be required to attend a minimum of 50% of
organizational sanctioned events. Special or exigent circumstances shall be deemed on a case-by-case basis by the Board of Directors
Section 4. Notice of Meetings
Meetings of the Board of Directors may be held without notice to the general membership. The person(s) calling a special meeting of the Board of Directors shall notify each director, at least three (3) days prior to the meeting, by email, telephone, or written notice to each director at his/her address as shown by the corporation records.
Section 5. Quorum
A majority of the members of the Board of Directors (5 of 7) shall
constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 6. Manner of Acting
Except as otherwise provided in these Bylaws, the act of where the majority of directors are present at a meeting, and at which a quorum is present, shall be the act of the Board of Directors.
Section 7. Presumption of Assent
A director of the corporation who is present at a meeting of the Board of Directors and members at which action on any organization matter is taken shall be presumed to have assented to the action taken, unless his/her contrary vote is recorded or his/her dissent is otherwise entered in the minutes of the meeting or unless he/she files a written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation, immediately following the adjournment of the
V
meeting. Such right to dissent shall not apply to a Director, who voted in favor of such action.
Section 8. Informal Action by Directors; Meetings by Conference Telephone
a. Unless otherwise restricted by the Articles of Incorporation or by these Bylaws, action taken by the majority of the Directors without a meeting in person is nevertheless Board action, if written consent through fax, email or mail to the action in question is signed by all the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.
b. Unless otherwise restricted by the Articles of Incorporation or by these Bylaws, any or all Directors may participate in a meeting of the Board or a committee of the Board by means of conference call or by means which all persons participating in the meeting are able to communicate with one another, such participation shall constitute presence in person at the meeting.
ARTICLE IV - Board of Directors
Section 1. General Powers
The business and affairs of this corporation shall be managed by the Board of Directors and all decisions ratified by the members of the corporation.
Section 2. Number, Term and Qualifications
Each of the seven (7) directors shall hold a two (2) year term or upon resignation, removal, disqualification or his/her successor has been elected and qualified.
Section 3. Election of Directors
a. The title of the seven (7) officers shall be: President, Vice President, Secretary, Treasurer, Assistant Treasurer, Historian and Sgt-At-Arms.
b. Election by the Board of Directors shall occur every two (2) years. Each Board of Director shall hold office until the annual meeting for
VI
election, when his/her office expires and until his/her successor has been elected and qualified. The election of the President, Secretary and Treasurer will be held on odd numbered years, and the Vice
President, Assistant Treasurer, Sgt-t-Arms and Historian elections will be held on even numbered years.
c. The Board of Directors shall be elected by a vote of total membership. Those people who receive the highest number of votes at a meeting, at which a quorum is present shall be deemed to have been elected.
Section 4. Removal
Any Board of Director may be removed at any time by the majority vote of the Directors for not abiding by the Bylaws, the Code of Conduct or for other relevant reasons deemed appropriate for removal.
Section 5. Disciplinary Rules
Any Board of Director or member can be removed by a majority vote of the Board of Directors and ratification of the general membership for conduct such as, but not limited to:
a. Disregard for Bylaws, assault, battery, or disrespect.
b. Violations of the Code of Conduct or behavior deemed inappropriate or discrediting to the organization.
c. Refusal to resolve conflict may result in automatic termination from membership in the organization.
Section 6. Resignation
Except as otherwise required by law, a Board of Director may resign from office at any time by giving notice in writing to the Board. Such resignation shall take effect at the time specified therein or sooner if the Board of Directors deem it necessary for the continuity and safeguard of
organizational business; and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective.
Section 7. Absence
Each Board of Director member is expected to communicate with the President, in advance, of all Board meetings stating whether he/she can attend or participate by conference call or other agreed upon means of communication. Any Board of Director who is absent from three (3) consecutive Board meetings or fails to participate for a full year shall be deemed to vacate their respective position unless the majority of the
VII
Board of Directors affirmatively votes to retain that Director as a member of the Board.
Section 8. Vacancies
Any vacancy occurring amongst the elected directors may be filled by the affirmative vote of most the remaining directors, even if it is less than a quorum. A director elected to fill a vacancy shall be elected for the
unexpired duration of the term of his/her predecessor in office.
Section 9. Chairperson of the Board
The President of the Corporation by virtue of his/her office shall be the Chairperson of the Board of Directors. The President shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board.
Section 10. Compensation
Directors shall serve without compensation with the exception that expenses incurred in the furtherance of the Corporation’s business are allowed to be reimbursed with documentation or prior approval.
ARTICLE V – Officers
Section 1. Officers of the Corporation
The officers of the corporation shall consist of a President, Vice President, Secretary, Treasurer, Assistant Treasurer, Sergeant-At-Arms and
Historian, and such other officers with such power and duties, as may be determined by the Board of Directors.
Any two (2) or more positions may be held by the same person, except the offices of President and Secretary, which must be held by two separate persons. In addition, from time to time, the Board of Directors may appoint one or more people to staff positions, including the position of Executive Director, to carry out the instruction of the Board of Directors and the Organization’s Officers.
Section 2. Election and Terms
The officers of the corporation shall be elected by the Board of Directors and each officer shall hold office until his/her successor has been elected
VIII
and qualified. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors.
Section 3. Compensation of Officers
The officers of the corporation shall not receive any compensation from the corporation for services rendered to the corporation as members of the Board. No officer will serve the corporation in any other capacity and receive compensation therefore unless the Board of Directors authorizes such additional compensation.
Section 4. Removal
Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interest of the corporation is thereby served; however, such removal shall not be without prejudice to the contract rights, if any, of the person so removed or by not abiding by the bylaws.
Section 5. Bonds
The Board of Directors may by resolution require any officer, agent, employee of the corporation to give bond to the corporation, with sufficient sureties, conditioned on the faithful performance of the duties of his/her respective office or position, and to comply with such other conditions as many from time to time be required by the Board of Directors.
Section 6. President
The President shall be the principle executive officer of the corporation and subject to the control of the Board of Directors, and shall in general, supervise and control all business and affairs of the corporation. He/She shall, when present, preside at meetings of the Board of Directors, if the Chairperson of the Board is not present or there is no Chairperson of the Board. He/She shall sign with the Secretary, or any other proper officer of the corporation thereto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed or delegated by the Board of Directors or by these Bylaws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or
executed; and in general, he/she shall perform all duties incident to the
IX
office of the President, and such other duties as they may be prescribed by the Board of Directors from time to time. The President can make appointments with the approval of the Board of Directors and ratification of the general membership.
Section 7. Vice President
in the absence of the President or in the event of his or her death, inability or refusal to act the Vice President, unless otherwise determined by the board of directors, shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him or her by the president or board of directors
Section 8. Secretary
The Secretary shall:
a. attend the Board of Directors meetings to take notes.
b. keep the minutes of the meetings of the Board of Directors and all Executive Committees in one or more books provided for that purpose. c. see that all notices are duly issued in accordance with the provisions of these bylaws or as required by law.
d. be the custodian of the organizational records.
e. distribute copies of minutes and agenda to each board member. f. in general, perform all duties incident to the office of Secretary and such other duties that may be assigned to him/her by the President or Board of Directors, including preparation of the agenda upon request.
Section 9. Treasurer
The Treasurer shall:
a. Make a report at each board of directors meeting.
b. Chair the Finance and Audit committee.
c. Assist in the preparation of the budget.
d. Make financial information available to the board members and the public.
e. Have charge and custody of and be responsible for all funds and securities of the organization; receive and give receipts for monies due and payable to the corporation from any source whatsoever and
deposit all such monies in the name of the corporation in such
depositories as shall be selected in accordance with the provision of Section 4 of article six of these bylaws;
X
f. In general, perform all the duties incident to the office of the Treasurer and such other duties asked from time to time may be assigned to
him/her by the President or the Board of Directors or by these bylaws. Section 10. Assistant Treasurer
In the absence of the Treasurer or in the event of his/her death, inability, or refusal to act, the Assistant Treasurer shall perform the duties of the Treasurer, and when so, shall have all the powers and be subject to all restrictions bestowed upon the Treasurer. The Assistant Treasurer shall perform such other duties, as may be assigned to them by the Treasurer, by the President or by the Board of Directors.
Section 11. Historian
It is the duty of the Historian to keep a record or history of the
corporation’s activities and achievements during the year while ensuring pictures are taken of projects, at social or special events and keep a record of the history of the organization. The Historian shall oversee preparing award nominations. These nominations should not be delayed until the end of the year. The Board of Directors shall approve all award nominations and be ratified by the general membership.
Section 12. Sergeant-At-Arms
It is the duty of the Sergeant-At-Arms to always maintain order, and to perform such other duties as assigned by the President. This individual should take care of all property belonging to the corporation.
Section 13. All officers of the Board of Directors must attend board meetings. ARTICLE VI – Committees
The Board of Directors, by resolution adopted by a majority of the directors present at a meeting at which a quorum is present, may designate directors to constitute an Executive Committee, a Finance or Audit committee and other committees, each of which, to the extent authorized by law and provided in such resolution, shall have and may exercise all the authority of the Board of Directors in the management of the corporation. The designation of any committee and the delegation thereto of authority shall not be operator to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon him or her by law. All committees shall be chaired
XI
by a board member, but non board members can serve on committees. Committees can either be standing or ad hoc, by the officers of the board.
Between meetings of the Board of Directors, ongoing oversight of the affairs of the corporation may be conducted by an executive committee, the membership of which shall include the officers of the board. The finance/audit committee is responsible for ensuring that the organization’s financial statements and procedures are evaluated to determine that adequate fiscal controls and procedures are in place, and that the corporation is in good financial health. The Treasurer of the board shall chair the finance/audit committee, which shall include two other board members. The finance/audit committee should conduct a review of the procedures to ensure that controls are in place and practiced. Annual reports are required to be submitted to the board showing income, expenditures, and pending income, if any.
Each committee member shall serve for one year until the next annual meeting of the Board of Directors and until a successor is appointed, unless the committee is sooner dissolved.
Vacancies in the membership of committees may be filled by the chair of the board.
Each committee and/or task force may adopt rules for its meetings consistent with these bylaws or with any rules adopted by the Board of Directors.
ARTICLE VII – Contracts, Loans, Checks, Deposits, Gifts
Section 1. Contracts
The Board of Directors, ratified by the general membership, may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Loans
No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors and ratified by the general
membership. Such authority may be general or confined to specific instances.
XII
Section 3. Checks and Drafts
All checks, drafts, or other orders for the payment of money, issued in the name of the corporation, shall be signed by the Treasurer, Assistant Treasurer, and President or by three (3) designated and authorized Board Members.
Section 4. Deposits
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation, in such depositories as the Board of Directors have selected and approved.
Section 5. Gifts
The board of directors may accept, on behalf of the corporation, any contribution, gift, bequest, or device for the general purpose or for a specific purpose of the corporation.
ARTICLE VIII – Order of Business
Section 1. Order of Business
1. Call Meeting to Order - Roll Call
2. Approval of Minutes
3. Reports from Officers and Committees
4. Old or Unfinished Business
5. New Business
6. Announcements
7. Adjournment
ARTICLE IX – General Provisions
Section 1. Seal
The Corporation shall have a seal.
Section 2. Indemnification
a. Every member of the Board of Directors, officer or employee of the corporation may be indemnified by the corporation against all
expenses and liabilities, including counsel fees, reasonably incurred or
XIII
imposed upon members of the Board, Officer or Employee in
connection with any threatened, pending, or completed action, law suit or proceeding to which he/she may become involved by reason of his/ her being or having been a member of the Board, an Officer or
Employee of the corporation, or any settlement thereof, unless
adjudged therein to be liable for negligence or misconduct in the
performance of his/her duties.
Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interests of the corporation. The foregoing right of indemnification shall be in addition and not exclusive of all rights which such a member of the Board, Officer or Employee is entitled.
b. In addition, to the foregoing, the Board of Directors shall have the right and power to purchase and maintain insurance on behalf of any
person who is or was a Director, Officer, Employee or agent of the
corporation or is or was serving at the request of the corporation,
partnership, joint venture, trust or other enterprise against any liability asserted against him/her.
c. Also, all members shall be reimbursed for expenditures directly related to the corporation, provided the purchase accompanies an original receipt for the items purchased for the benefit of the corporation.
Section 3. Fiscal Year
The fiscal year of the corporation shall be the calendar year starting January 1st and ending December 31st of each year.
Section 4. Amendments
Except as otherwise provided herein, these Bylaws or the Corporation’s Article of Incorporation may be amended or repealed by new bylaws (or amended articles of incorporation) and may be adopted by the affirmative vote of two-thirds of the Board of Directors then holding any office at any regular or special meeting of the Board of Directors with ratification of the general membership at which a quorum is present and a 10 day written notice is given of the intention to alter, amend, repeal or adopt new Bylaws or Articles of Incorporation at such meeting.
XIV
Section 5. Distribution Upon Dissolution
Upon dissolution, all the organization's assets shall, after all liabilities and obligations have been discharged or adequate provision made therefore, be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes or maybe designated by a majority of the Board of Directors of the corporation then holding office, provided that such corporation has established its tax exempt status under section 501 (c) (3) of the Internal Revenue Code of 1954, as amended.
Section 6. Books and Records
The corporation shall keep accurate and complete books and records and shall also keep minutes of the proceedings of each Board of Directors and Committee meeting having any of the authority of the Board of Directors. The books, records, and papers of the corporation shall always be, and during reasonable business hours, subject to inspection upon written notice by any Director. The Articles of Incorporation and the Bylaws of the corporation shall be available for inspection by any member at the principal office of the organization.
Section 7. Board of Director and General Membership
The organization shall follow Roberts’ Rules of Order when conducting any meetings.
These Bylaws were amended by the Bylaws Committee, which consisted of the following members:
Bernice Abram, Hourie Taylor, Alton Jimmerson and Maurice McGlothern
These Bylaws were approved and ratified at a meeting of the Board of Directors and General Membership of the Abe Thomas United Community Organization (ATUCO) on January 6, 2026, by unanimous vote.
We use cookies to analyze website traffic and optimize your website experience. By accepting our use of cookies, your data will be aggregated with all other user data.