​

MISSION STATEMENT, ARTICLES OF INCORPORATION

& BYLAWS

 

THE POET TREE, INCORPORATED

dba THE SACRAMENTO POETRY CENTER

founded 1979, Sacramento, California

 

(some confidential personal information, such as home addresses is redacted)

 

*

 

MISSION STATEMENT

 

The Sacramento Poetry Center’s mission is to promote and advance

the practice and application of poetry and the literary arts in our community,

to enliven and extend the cultural boundaries

of Sacramento’s literary arena by creating and maintaining forums

for local writers; to support and empower emerging and established poets,

and to bring the best practitioners of the craft into the community.

 

*

 

ARTICLES OF INCORPORATION

 

of

 

THE POET TREE, INCORPORATED

 

 

Article 1

 

The name of this corporation shall be The Poet Tree, Incorporated.

 

Article 2

 

The purposes for which this Corporation is formed are:

(a) The specific and primary purposes are to provide an ongoing structure that will enhance public recognition and appreciation of the literary arts, and engender cultural and artistic support for writers and poets within the community at large, through educational services, publications, and through media presentations and other vehicles of expression; in an atmosphere of mutual trust and respect among participants and in an awareness of the needs of the community served; and to perform all other acts necessary or incident to the above, but to engage only in activities which are charitable and educational and are entitled to charitable and educational status for tax purposes under federal, state and local law.

(b)  The general purposes and powers are to have and to exercise all rights and Powers conferred on non-profit corporations under the laws of California, including the power to contract, rent, buy or sell personal or real property, provided however, that this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of this corporation.

(c)  No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publication or distribution of statements) on behalf of any candidate for public office.

 

Article 3

 

This corporation is organized pursuant to the General Non-profit Corporation Law of the state of California. This corporation does not contemplate pecuniary gain or profit to the members thereof and it is organized for nonprofit purposes.

 

Article 4

 

The principal office for the transaction of the business of this corporation is located in the County of Sacramento, State of California.

 

Article 5

 

The general management of the affairs of this corporation shall be under the control, supervision and direction of the Board of Directors.  The names and addresses of the persons who are to act in the capacity of incorporating directors until the selection of their successors are:

 

1. Teresa Sullivan Address*

2. Mark Wallace Address*

3. Jeffrey Kinsley Address*

 

(*Addresses are included in the original text of the articles, and on file with the state; redacted here. All lived in the City of Sacramento, County of Sacramento, State of California.)

​

Article 6

 

The authorized number and qualifications of members of the corporation, the different classes of membership, the property, voting and other rights and privilege of members, their liability to dues and assessments and the method of collection thereof, and other operational procedures, shall be set forth as in the bylaws.

 

Article 7

 

The property of this Corporation is irrevocably dedicated to charitable purposes, and no part of the net income or assets of this organization shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private individual. Upon dissolution or winding up of the corporation, its assets remaining after payment of, or provision for payment, of all debts and liabilities of this corporation, shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes, and which has established its tax exempt status under Section 501 (c)(3) of the Internal Revenue Code. If this Corporation holds any assets in trust, or a corporation is formed for charitable purposes, such assets shall be disposed of in such manner as may be directed by decree of the superior court of the county in which the corporation has its principal office, upon petition therefore by the Attorney General or by a person concerned in the liquidation, in a proceeding to which the Attorney General is a party.

​

IN WITNESS THEREOF, the undersigned, being the persons herein-above named as the first directors, have executed these Articles of Incorporation.

 

July 11, 1979

 

(signed)

Teresa Sullivan

Mark Wallace

Jeffrey Kinsley

​

​

*

 

BYLAWS

 

of

 

THE POET TREE, INCORPORATED

 

 

ARTICLE 1

PURPOSE

 

The specific and primary purposes for which this corporation is formed are as set forth in Article 2 of the Articles of Incorporation of the Poet Tree, Incorporated, filed in the office of the Secretary of State of the State of California. In addition, this corporation is formed for the purpose of performing all things incidental or appropriate in the achievement of the foregoing specific and primary purposes and shall have other exclusively charitable purposes as the Board of Directors may authorize or approve from time to time, whether related or unrelated to the foregoing specific and primary purposes. The corporation shall hold and may exercise all such powers as may be conferred upon a nonprofit corporation; proved, however, that in no event shall the corporation engage in activities which are not charitable in nature.

 

ARTICLE 2

MEMBERS

 

Section 1. Determination of Membership

 

There shall be three classes of members of this corporation. The first class of members shall be known as active members, the second class of members shall be known as advisory members, and the third class of members shall be known as contributing members. No member shall hold more than one membership in the corporation. No member shall have any property, voting, or other interest in the assets or affairs of this corporation except as expressly provided in these Bylaws.

 

Section 2. Qualifications of Active Members

 

The active members of this corporation shall be its Board of Directors, its elected officers, administrative staff, and all individuals serving on the corporation’s permanent standing committees appointed by the president of this corporation.

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Section 3. Qualifications of Advising Members

 

The advisory members of this corporation shall be persons whose advice is deemed constructive and useful in the furtherance of the primary purposes as stated in Article 2 of the Articles of Incorporation of the Poet Tree, Incorporated.

 

Section 4. Qualifications of Contributing Members

 

The contributing members of this corporation shall be persons who contribute funds, property, or services to this corporation.

 

Section 5. Voting and Other Rights of Members

 

(a) Each active member of this corporation shall be entitled to one vote on each matter submitted to a vote by the members. Advisory and contributing members of this corporation shall not be entitled to vote. Voting at duly held meetings shall be by voice vote. Election of Directors, however, shall be by ballot.

(b) Active members may participate in membership meetings and may serve on committees. They shall be given special member’s rates on the corporation’s publications, and may participate in other activities of the corporation at special member’s rates.

(c) Advisory members may participate in membership meetings and committee meetings in an advisory or consultant capacity. They shall receive notification of the corporation’s actives as the Board determines.

(d) Contributing members may participate in membership meetings and committee meetings in an advisory or consultant capacity. They shall be entitled to member rates.

 

Section 6. Annual Meeting

 

The annual meeting of the members of this corporation shall be held on the last Monday of June at 3:00 p.m. at the principal office of this corporation or any other time in June and at any other place determined by resolution of the Board of Trustees, for the purpose of electing Directors and transacting other business as may come before the meeting. No notice of any such annual meeting need be given if it is held on the last Monday of June at 3:00 p.m. at the principal office of the corporation; otherwise, written notice shall be delivered personally to each member or sent to each member by mail or other form of written communication, at least seven (7) days prior to the date of the meeting, charges prepaid, addressed to him/her at her/his address as it is shown on the records of the corporation or is not readily ascertainable, at the place where the meetings of the members are regularly held.

 

Section 7. Special Meetings

 

Special meetings of the members of the corporation for any purpose or purposes may be called at any time by the president of the corporation, by two members of the Board of Trustees, or by ten percent (10%) of the active members of this corporation.

Actions taken at any meeting of the members of this corporation, however called and noticed, shall be as valid as though taken at a meeting after regular call or notice if a quorum is present, and if, either before or after the meeting, each of the voting members not present signs a written waiver of notice, or a consent to holding this meeting, or an approval of the minutes of the meeting. All the waivers, consent, or approvals shall be filed with the corporate records or be made a part of the minutes of the meeting.

 

Section 8. Notice of Regular and Special Meetings

 

Notice of all regular meetings of members, except for the notice of the annual meeting of members for the election of Directors, is hereby dispensed with, except that no action shall be taken on any of the following proposals at any regular meeting unless written notice of the general nature of the business or proposal has been given: (a) a proposal to amend the Articles of Incorporation or Bylaws; (b) a proposal to remove a Director or fill a vacancy on the Board of Trustees; or (c) a proposal to wind up and dissolve the corporation.

Written or printed notice of the time and place of every special meeting shall be delivered personally or by telegram within three (3) days, or by mail to each member entitled to vote at least seven (7) days prior to such meeting. If sent by mail or telegram, the notice shall be addressed to the member at his or her address as shown on the books of the corporation and shall be deemed given at the time it is deposited in the mail or delivered to the telegraph company.

 

Section 9. Quorum

 

A quorum for any meeting of the members shall be one-third of the active members.

 

Section 10. Action by Members

 

The affirmative vote of a majority of the active members represented and voting at a meeting shall be necessary for the adoption of a motion or resolution, and for the election of Directors, and for the determination of all questions and business which may come before the meeting, unless otherwise required under the articles of incorporation of the bylaws of this corporation.

 

Section 11. Liabilities of Members

 

No person who is now, or who later becomes, a member of this corporation shall be personally liable to its creditors for any indebtedness of liability, and any and all creditors of this corporation shall look only to the assets of this corporation for payment.

 

Section 12. Membership Certificates

 

The Board of Directors may issue certificates of membership for each class of members.

 

ARTICLE 3

BOARD OF DIRECTORS

 

Section 1. Powers

 

The Board of Directors shall have general power to control and manage the affairs and property of the corporation, and shall have full power, by majority vote, to adopt rules and regulations governing the action of the Board of Directors and shall have full authority with respect to the distribution of payment of the moneys received by the corporation from time to time; provided, however, that the fundamental and basic purposes of the corporation, as expressed in the articles of incorporation, shall not thereby be amended or changed, and provided further, that the Board of Directors shall not permit any part of the net earnings or capital of the corporation to inure to the benefit of any private individual.

 

Section 2. Duties

 

It shall be the duty of the Directors to:

(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by the Bylaws.

(b) Appoint and remove, employ and discharge, and except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation.

(c) Supervise all officers, agents, and employees of the corporation, to assure that their duties are performed properly.

(d) Meet at such times and places as required by these Bylaws.

(e) Register their addresses with the Secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.

 

Section 3. Numbers, Qualifications, Election, and Term of Office

 

The initial Directors shall be the three person named in the Articles of Incorporation dated July 11, 1979. At the first meeting of the incorporating Board of Directors, the incorporating Directors shall elect a full Board of Directors, to consist of seven Directors. Three of the members of the Board of Directors shall be published poets; and there shall be four others. Thereafter, such number of Directors shall be elected each year at the annual meeting of members, and each Director so elected shall continue in office until a successor shall have been elected and qualified. A Director may succeed himself in office. Any Director may be removed, with cause, at the annual or a special meeting called for that purpose, by the majority vote of a quorum of active members, provided that the quorum shall include five (5) Directors then in office. Cause will include: (a) Three unexcused absences from three successive meetings; and (b) Any action of the Board member, which shall be deemed detrimental to the interest of furthering the primary purposes and objectives of the corporation, as stated in the Articles of Incorporation of the Poet Tree, Incorporated.

 

Section 4. Regular and Annual Meetings

 

The annual meeting of the Board of Directors shall be held without other notice than this bylaw, immediately after, and at the same place as, the annual meeting of the members.

Regular meetings of the Board of Directors shall be held without call on the first Tuesday of each month at 7:30 p.m., unless such day falls on a legal holiday, in which event the regular meeting shall be held at the hour and place on the next succeeding day.

 

Section 5. Special Meetings

 

Special meetings of the Board of Directors may be called by or at the request of the president or any two directors, and such meetings shall be held at the place, within or without the State of California, designated by the person or persons calling the meeting, and in absence of such designation, at the principal office of the corporation.

 

Section 6. Notice

 

Notice of any special meeting of the Board shall be given at least three days previous thereto by written notice delivered personally or sent by certified mail or telegram to each Director at his or her address as shown on the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the Unites States mail in a sealed envelope so addressed, with postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice.

 

Section 7. Quorum

 

Five members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, and for any voting procedures to elect or remove a member of the Board.

 

Section 8. Waiver of Notice and Consent to Holding Meetings

 

The transaction of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum is present and provided that either before or after the meeting each Director not present signs a waiver of notice, a consent to holding the meeting, or any approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

 

Section 9. Action by Unanimous Written Consent Without Meeting

 

Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of the directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Articles of Incorporation and Bylaws of this corporation authorize the Directors to so act, and such statement shall be prima facie evidence of such authority.

 

Section 10. Vacancies

 

Any vacancy occurring in the board of Directors or in any directorship shall be filled at the election of the Directors at the annual meeting, or at a special meeting fully called for that purpose.

 

Section 11. Compensation

 

No Director of this corporation shall receive, directly or indirectly, any salary, compensation, or emolument therefore in his or her capacity as Director; but the Board may authorize reimbursement of reasonable expenses incurred by Board members in connection with attendance at Board meetings.

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ARTICLE 4

OFFICERS

 

Section 1. Number and Qualifications

​

The officers of the corporation shall consist of a president, a vice-president, a secretary, a treasurer, and such other officers as the Board of Directors may from time to time appoint. Any two or more offices may be held by the same person, except for the offices of president and secretary.

 

Section 2. Election and Term of Office

 

The officers of the corporation shall be elected annually by the Board of Directors at the regular annual meeting immediately following the election of Directors. If the election of officers shall not be held at such meeting, such election of officers shall be held as soon thereafter as may be practical. The vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor shall have been duly elected and qualified.

 

Section 3. Removal

 

Any officer of the corporation may be removed by a majority vote of a quorum of Directors.

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Section 4. President

 

The president shall be the principal executive officer of the corporation and shall, in general, supervise and conduct the activities and operations of the corporation. He or she shall have general supervision of the affairs of the corporation, and shall keep the Board of Directors fully informed and shall freely consult with them concerning the activities of the corporation. He or she may sign, with the secretary or any other proper officer of the corporation authorized by the Board of Directors in the name of the corporation, all contracts and documents authorized either generally or specifically by the Board. He or she shall preside at all meetings of the board of Directors and of The Poet Tree, Incorporated. He or she shall perform such other duties as shall from time to time be assigned to him or her by the Board of Directors.

 

Section 5. Vice President

 

The vice president shall have such powers and duties as may be assigned to him or her by the president or the Board of Directors. In the absence of the president, the vice president shall, in general, perform the duties of the president.

 

Section 6. Secretary

 

The secretary shall act as secretary of all the meetings of the Board of Directors, and shall keep the minutes of all such meetings in books proposed for that purpose. He or she shall attend to the giving and serving of all notices of the corporation, and shall see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these bylaws. He or she shall perform all other duties customarily incident to the office of secretary, subject to the control of the Board of Directors, and shall perform such additional duties as shall from time to time be assigned to him or her by the board of Directors.

 

Section 7. Treasurer

 

The Treasurer shall have custody of all funds of the corporation which may come into his or her hands. He or she shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the corporation, and shall deposit all moneys and other valuable effects of the corporation and shall perform all duties customarily incident to the position of treasurer, subject to the control of the Board of Directors, and shall, when required, give security for the faithful performance of his or her duties as the Boards of Directors may determine. The treasurer shall be required to prepare and annual accounting statement which shall be presented to the Board of Directors at their annual meeting.

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ARTICLE 5

COMMITTEES

 

Section 1. Committees of Directors

 

The Board Directors, by resolution adopted at a duly noticed meeting of the Board of Directors in office, may designate an executive committee, which shall consist of two or more Directors, and, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in management of the corporation.

 

Section 2. Standing and Ad Hoc Committees

 

The corporation shall have four permanent standing committees which shall be known as (1) the Fund Raising Committee; (2) the Literary Publications Committee: (3) the Publicity and Public Relations Committee; and the Literary Art Reach (Community Programs) Committee. Except as otherwise provided by a resolution adopted by the Directors present at a meeting at which a quorum is present, members of each such committee shall be appointed by the president of the corporation. The members of each such committee shall be no more than five (5), including the chairperson. The corporation shall have such ad hoc committees as may from time to time be designated by resolution of the Board of Directors. Any member of any committee may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interest of the corporation shall be served by such removal.

 

Section 3. Term of Office

 

Each member of a committee shall continue as such until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

 

Section 4. Chairperson

 

One member of each committee shall be appointed chairperson thereof.

 

Section 5. Vacancies

 

Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointment.

 

Section 6. Quorum

 

Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

 

Section 7. Rules

 

Each committee may adopt rules for its own government, so long as such rules are not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

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ARTICLE 6

CONTACTS, CHECKS, DEPOSITS, AND FUNDS

 

Section 1. Contracts

 

The Board of Directors may authorize any officer or officers of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, such authority must be in writing and may be general or confined to specific instances.

 

Section 2. Checks, Drafts, etc.

 

All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers of the corporation and in such manner as shall from time to time be determined by written resolution of the Board of Directors. In the absence of such determination be the Board of Directors, such instruments shall be signed by the treasurer and countersigned by the president of the corporation.

 

Section 3. Deposits

 

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

 

Section 4. Gifts

 

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or device for the general purposes or for any special purpose of the corporation.

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ARTICLE 7

OFFICES AND BOOKS

 

Section 1. Office

 

The office of the corporation shall be located at such a place as the Board of Directors may from time to time determine.

 

Section 2. Books

 

There shall be kept at the office of the corporation correct books of account of the activities and transactions of the corporation, including a minute book which shall contain a copy of the Articles of Incorporation, a copy of these Bylaws, and all minutes of the Board of Directors.

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ARTICLE 8

CORPORATE SEAL

 

The seal of the corporation shall be circular in form and shall bear the name of the corporation and words and figures showing that it was incorporated in the State of California since the year 1979.

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ARTICLE 9

FISCAL YEAR

 

The fiscal year shall begin July 1, and shall end June 30.

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ARTICLE 10

AMENDMENTS

 

Amendments of these Bylaws may be adopted by resolution of the Board of Directors, and by the affirmative vote or written consent of two-thirds (2/3) of the number of voting members representing a quorum.

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ARTICLE 11

PROHIBITION AGAINST SHARING CORPORATE PROJECTS AND ASSETS

 

No member, Director, officer, employee, or other person connected with this corporation or any private individual, shall receive any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the corporation in affecting any of its purposes as shall be fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation. ALL members, if any, of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed as required by the Articles of Incorporation of The Poet Tree, Incorporated and not otherwise.

 

WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS

 

We, the undersigned, are all of the persons named as the first Directors in the Articles of Incorporation of the Poet Tree, Incorporated, a California Corporation, and pursuant to the authority granted to the Directors in Article 6 of said Articles and by Article 3, Section 9 of these Bylaws, to take action by unanimous written consent without a meeting, consent to, and hereby do adopt the foregoing Bylaws, consisting of 13 pages {in the original} as the Bylaws of said corporation.

 

Dated: 7/24/79

 

(signed, in the original)

 

Theresa Sullivan, Director

Mark Wallace, Director

Jeff Kinsley, Director

 

CERTIFICATE

This is to certify that the foregoing is a true and correct copy of the Bylaws of the Poet Tree,Incorporated and that such Bylaws were duly adopted by the Board of Directors of said corporation on the date set forth above.

 

Dated: 7/26/79

 

(signed, in the original)

 

Mark Wallace, Secretary

 

 

 

 

fin