Note: These are drafted for a California Nonprofit Public Benefit Corporation.
Bylaws of So Laguna Neighborhood Association
ARTICLE I: NAME & OFFICE
Section 1. Name. The name of this corporation is So Laguna Neighborhood Association. Section 2. Office. The principal office for the transaction of the business of the corporation is located in Laguna Beach, California.
ARTICLE II: PURPOSES
Section 1. Social Welfare. This corporation is organized exclusively for the promotion of social welfare within the meaning of Section 501(c)(4) of the Internal Revenue Code. Section 2. Specific Objectives. The specific purpose of this corporation is to promote social welfare by advocating for the common good and general welfare of the residents of Laguna Beach, including but not limited to neighborhood infrastructure, environmental standards, and community safety.Section 3. Advocacy & Political Activity. The corporation may engage in legislative and political advocacy, including supporting or opposing local ballot measures or policies that affect the common good of the South Laguna community, provided such activities are in furtherance of the corporation’s social welfare purposes and do not become the primary purpose of the corporation.
ARTICLE III: MEMBERSHIP
ARTICLE III: MEMBERSHIP (NON-VOTING)
Section 1. Classes of Membership. The corporation shall have no statutory members within the meaning of Section 5056 of the California Corporations Code. The Board of Directors may, from time to time, establish one or more classes of non-voting associates, supporters, or honorary members, under such terms and conditions as the Board deems appropriate.
Section 2. Voting Rights. No person or entity admitted to any class of membership or supporter status shall have any right to vote on the election or removal of Directors, the amendment of the Articles of Incorporation or Bylaws, the dissolution of the corporation, or any other corporate matter. All corporate voting rights are vested exclusively in the Board of Directors.
ARTICLE IV: BOARD OF DIRECTORS
Section 1. Powers. The activities and affairs of the corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. Section 2. Number of Directors. The Board shall consist of at least three (3) but no more than seven (7) directors. Section 3. Terms. Directors shall serve a term of two (2) years and may be re-elected for successive terms.
Section 2. Designator of the Board. Notwithstanding any other provision of these Bylaws, Michael Kovach is hereby appointed as the sole permanent “Designator” of the Board of Directors within the meaning of California Corporations Code Section 5220(d). No Director may be elected, seated, or removed from the Board without the express, written consent of the Designator. The Designator shall retain the absolute power to remove any Director or Officer at any time, with or without cause. This Section may not be amended, altered, or repealed without the unanimous written consent of the Designator.
ARTICLE V: OFFICERS
Section 1. Designated Officers. The officers of the corporation shall be a President, a Secretary, and a Treasurer (CFO). One person may hold two or more offices, except that neither the Secretary nor the Treasurer may serve concurrently as the President.
ARTICLE VI: CONFLICT OF INTEREST
Section 1. Purpose. The purpose of this conflict of interest policy is to protect the corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director.Section 2. Procedures. Any director or officer with a financial interest in a matter before the Board must disclose all material facts to the Board. Such person shall abstain from voting on the matter and shall not be present during the discussion or vote, except to provide factual information.
ARTICLE VII: INDEMNIFICATION
Section 1. Protection. To the fullest extent permitted by law, this corporation shall indemnify its directors and officers against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in the California Corporations Code, arising by reason of the fact that the person is or was a director or officer of the corporation.
ARTICLE VIII: DISSOLUTION
Section 1. Distribution of Assets. Upon dissolution, all remaining assets after payment of debts shall be distributed to a nonprofit fund, foundation, or corporation organized and operated exclusively for social welfare purposes under Section 501(c)(4) of the Internal Revenue Code.
V1 March 5, 2026