Castro Valley Pride
An Unincorporated Association
i ~ _
ARTICLE I
Castro Valley Pride
1.01 Name
The name of this Unincorporated Association shall be Castro Valley Pride. The business of the
unincorporated association may be conducted as Castro Valley Pride.
ARTICLE II
PURPOSES AND POWERS
2.01 Purpose
Castro Valley Pride is an unincorporated association and shall be operated exclusively for
charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of
1986, or the corresponding section of any future Federal tax code.
Castro Valley Pride's purpose is to create a safe and welcoming space for the LGBTQ members
of our shared community. We think it's important for Castro Valley and the surrounding areas to
understand that our families share the same visions and values that all American families share.
We must continue to remain visible locally while acting globally, with a renewed push for full
equality across the country and around the world. To that end we have established a yearly event
which is free to the public. We are involved with any and all community groups and events that
will allow us to partner with t11em for further visibility. Typically that is 6 to 10 events per year
in Castro Valley and the surrounding area. 100%'of the fields we receive go towards organizing
and putting on these events. We invite all members of t11e public to join. us at our events.
In the event that the court shall find that this section is applicable but that there is no qualifying
organization known to it which has a charitable purpose, which, at least generally, includes a
purpose similar to the Castro Valley Pride, then the court shall direct the distribution of its assets
lawfully available for distribution to the Treasurer of the State of California to be added to the
general fund.
ARTICLE III
MEMBERSHIP
3.01 No Membership Classes
The unincorporated association shall have no members who have any right to vote or title or
interest in or to the unincorporated association, its properties and franchises.
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3.02 Dues
Any dues for affiliates shall be determined by the board of directors.
ARTICLE IV
BOARD OF DIRECTORS
4.01 Number of Directors
Castro Valley Pride shall have a board of directors consisting of at least 3 and no more than 15
directors. Within these limits, the board may increase or decrease the number of directors
serving on the board, including for the purpose of staggering the terms of directors.
4.02 Powers
All Unincorporated Association powers shall be exercised by or under the authority of the board
and the affairs of
4.03 Terms
(a) All directors shall be elected to serve aone-year term, however the term may be extended
until a successor has been elected.
(b) Director terms shall be staggered so that approximately half the number of directors will end
their terms in any given year.
(c) Directors may serve terms in succession.
(d) The term of office shall be considered to begin January 1 and end December 31 of the
second year in office, unless the term is extended until such time as a successor has been elected.
4.04 Qualifications and Election of Directors
In order to be eligible to serve as a director on the board of directors, the individual must be 18
years of age and an affiliate within affiliate classifications created by the board of directors.
Directors may be elected at any board meeting by the majority vote of the existing board of
directors. The election of directors to replace those who have fulfilled their term of office shall
take place in January of each year.
4.05 Vacancies
The board of directors may fill vacancies due to the expiration of a director's term of office,
resignation, death, or removal of a director or may appoint new directors to fill a previously
unfilled board position, subject to the maximum number of directors under these Bylaws.
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(a) Unexpected Vacancies. Vacancies in the board of directors due to resignation, death, or
removal shall be filled by the board for the balance of the term of the director being replaced.
4.06 Removal of Directors
A director may be removed by two-thirds (2/3) vote of the board of directors then in office, if:
(a) the director is absent and unexcused from two or more meetings of the board of directors in
a twelve month period. The board president is empowered to excuse directors from attendance
for a reason deemed adequate by the board president. The president shall not have the power to
excuse him/herself from the board meeting attendance and in that case, the board vice president
shall excuse the president. Or:
(b) for cause or no cause, if before any meeting of the board at which a vote on removal will be
made the director in question is given electronic or written notification of the board's intention to
discuss her/his case and is given the opportunity to be heard at a meeting of the board.
4.07 Board of Directors Meetings.
(a) Regular Meetings. The board of directors shall have a minimum of four (4) regular
meetings each calendar year at times and places fixed by the board. Board meetings shall be held
upon four (4) days notice by first-class mail, electronic mail, or facsimile transmission or fortyeight
(48) hours notice delivered personally or by telephone. If sent by mail, facsimile
transmission, or electronic mail, the notice shall be deemed to be delivered upon its deposit in the
mail or transmission system. Notice of meetings shall specify the place, day, and hour of
meeting. The purpose of the meeting need not be specified.
(b) Special Meetings. Special meetings of the board may be called by the president, vice
president, secretary, treasurer, or any two (2) other directors of the board of directors. A special
meeting must be preceded by at least 2 days notice to each director of the date, time, and place,
but not the purpose, of the meeting.
(c) Waiver of Notice. Any director may waive notice of any meeting, in accordance with
California law.
4.08 Manner of Acting.
(a) uorum. A majority of the directors in office immediately before a meeting shall constitute a
quorum for the transaction of business at that meeting of the board. No business shall be
considered by the board at any meeting at which a quorum is not present.
(b) Maiorit.~. Except as otherwise required by law or by the articles of unincorporated
association, the act of the majority of the directors present at a meeting at which a quorum is
present shall be the act of the board.
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(C) Hunk Board Decisions. On the occasion that directors of the board are unable to make a
decision based on a tied number of votes, the president or treasurer in the order of presence shall
have the power to swing the vote based on his/her discretion.
(d) Participation. Except as required otherwise by law, the Articles of unincorporated
association, or these Bylaws, directors may participate in a regular or special meeting through the
use of any means of communication by which all directors participating may simultaneously hear
each other during the meeting, including in person, Internet video meeting or by telephonic
conference call.
4.09 Compensation for Board Service
Directors shall receive no compensation for carrying out their duties as directors. The board may
adopt policies providing for reasonable reimbursement of directors for expenses incurred in
conjunction with carrying out board responsibilities, such as travel expenses to attend board
meetings.
4.10 Compensation for Professional Services by Directors
Directors are not restricted from being remunerated for professional services provided to the
unincorporated association. Such remuneration shall be reasonable and fair to the
unincorporated association and must be reviewed and approved in accordance with state law.
ARTICLE V
COMMITTEES
5.01 Committees
The board of directors may, by the resolution adopted by a majority of the directors then in
office, designate one or more committees, each consisting of two or more directors, to serve at
the pleasure of the board. Any committee, to the extent provided in the resolution of the board,
shall have all the authority of the board, except that no committee, regardless of board resolution,
may:
(a) take any final action on matters which also requires board members' approval or approval of
a majority of all members;
(b) fill vacancies on the board of directors of in any committee which has the authority of the
board;
(c) amend or repeal Bylaws or adopt new Bylaws;
(d) amend or repeal any resolution of the board of directors which by its express terms is not so
amendable or repealable;
(e) appoint any other committees of the board of directors or the members of these committees;
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(f~ expend unincorporated association funds to support a nominee for director; or
(g) approve any transaction;
(i) to which the unincorporated association is a party and one or more directors have a material
financial interest; or
(ii) between the unincorporated association and one or more of its directors or between the
unincorporated association or any person in which one or more of its directors have a material
financial interest.
5.2 Meetings and Action of Committees
Meetings and action of the committees shall be governed by and held and taken in accordance
with, the provisions of Article IV of these Bylaws concerning meetings of the directors, with
such changes in the context of those Bylaws as are necessary to substitute the committee and its
members for the board of directors and its members, except that the time for regular meetings of
committees may be determined either by resolution of the board of directors or by resolution of
the committee. Special meetings of the committee may also be called by resolution of the board
of directors. Notice of special meetings of committees shall also be given to any and all alternate
members, who shall have the right to attend all meetings of the committee. Minutes shall be kept
of each meeting of any committee and shall be filed with the unincorporated association
association records. The board of directors may adopt rules for the governing of the committee
not inconsistent with the provision of these Bylaws.
5.3 Informal Action By The Board of Directors
Any action required or permitted to be taken by the board of directors at a meeting may be taken
without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the
consensus of a quorum. For purposes of this section an e-mail transmission from an e-mail
address on record constitutes a valid writing. The intent of this provision is to allow the board of
directors to use email to approve actions, as long as a quorum of board members gives consent.
ARTICLE VI
OFFICERS
6.01 Board Officers
The officers of the unincorporated association shall be a board president, vice-president,
secretary, and treasurer, all of whom shall be chosen by, and serve at the pleasure of, the board of
directors. Each board officer shall have the authority and shall perform the duties set forth in
these Bylaws or by resolution of the board or by direction of an officer authorized by the board
to prescribe the duties and authority of other officers. The board may also appoint additional
vice-presidents and such other officers as it deems expedient for the proper conduct of the
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business of the unincorporated association, each of whom shall have such authority and shall
perform such duties as the board of directors may determine. One person may hold two or more
board offices, but no board officer may act in more than one capacity where action of two or
more officers is required.
6.02 Term of Office
Each officer shall serve aone-year term of office and may not serve more than three (3)
consecutive terms of office. Unless unanimously elected by the board at the end of his/her three
(3) year terms or to fill a vacancy in an officer position, each board officer's term of office shall
begin upon the adjournment of the board meeting at which elected and shall end upon the
adjournment of the board meeting during which a successor is elected.
6.03 Removal and Resignation
The board of directors may remove an officer at any time, with or without cause. Any officer
may resign at any time by giving written notice to the unincorporated association without
prejudice to the rights, if any, of the unincorporated association under any contract to which the
officer is a party. Any resignation shall take effect at the date of the receipt of the notice or at
any later time specified in the notice, unless otherwise specified in the notice. The acceptance of
the resignation shall not be necessary to make it effective.
6.04 Board President: Billy Bradford
The board president shall be the chief volunteer officer of the unincorporated association. The
board president shall lead the board of directors in performing its duties and responsibilities,
including, if present, presiding at all meetings of the board of directors, and shall perform all
other duties incident to the office or properly required by the board of directors.
6.05 Vice President: Austin Bruckner
In the absence or disability of the board president, the ranking vice-president or vice-president
designated by the board of directors shall perform the duties of the board president. When so
acting, the vice-president shall have all the powers of and be subject to all the restrictions upon
the board president. The vice-president shall have such other powers and perform such other
duties prescribed for them by the board of directors or the board president. The vice-president
shall normally accede to the office of board president upon the completion of the board
president's term of office.
6.06 Secretary: Kate Kolden
The secretary shall keep or cause to be kept a book of minutes of all meetings and actions of
directors and committees of directors. The minutes of each meeting shall state the time and
place that it was held and such other information as shall be necessary to determine the actions
taken and whether the meeting was held in accordance with the law and these Bylaws. The
secretary shall cause notice to be given of all meetings of directors and committees as required
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by the Bylaws. The secretary shall have such other powers and perform such other duties as may
be prescribed by the board of directors or the board president. The secretary may appoint, with
approval of the board, a director to assist in performance of all or part of the duties of the
secretary.
6.07 Treasurer: Mike Smith
The treasurer shall be the lead director for oversight of the financial condition and affairs of the
unincorporated association. The treasurer shall oversee and keep the board informed of the
financial condition of the unincorporated association and of audit or financial review results. In
conjunction with other directors or officers, the treasurer shall oversee budget preparation and
shall ensure that appropriate financial reports, including an account of major transactions and the
financial condition of the unincorporated association, are made available to the board of directors
on a timely basis or as may be required by the board of directors. The treasurer shall perform all
duties properly required by the board of directors or the board president. The treasurer may
appoint, with approval of the board a qualified fiscal agent or member of the staff to assist in
performance of all or part of the duties of the treasurer.
6.08 Non-Director Officers
The board of directors may designate additional officer positions of the unincorporated
association and may appoint and assign duties to other non-director officers of the
unincorporated association.
ARTICLE VII
CONTRACTS, CHECKS, LOANS,
INDEMNIFICATION AND RELATED MATTERS
7.01 Contracts and other Writings
Except as otherwise provided by resolution of the board or board policy, all contracts, deeds,
leases, mortgages, grants, and other agreements of the unincorporated association shall be
executed on its behalf by the treasurer or other persons to whom the unincorporated association
has delegated authority to execute such documents in accordance with policies approved by the
board.
7.02 Checks, Drafts
All checks, drafts, or other orders for payment of money, notes, or other evidence of
indebtedness issued in the name of the unincorporated association, shall be signed by such
officer or officers, agent or agents, of the unincorporated association and in such manner as shall
from time to time be determined by resolution of the board.
7.03 Deposits
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All funds of the unincorporated association not otherwise employed shall be deposited from time
to time to the credit of the unincorporated association in such banks, trust companies, or other
depository as the board or a designated committee of the board may select.
7.04 Loans
No loans shall be contracted on behalf of the unincorporated association and no evidence of
indebtedness shall be issued in its name unless authorized by resolution of the board. Such
authority may be general or confined to specific instances.
7.05 Indemnification
(a) Mandatory Indemnification. The unincorporated association shall indemnify a director or
former director, who was wholly successful, on the merits or otherwise, in the defense of any
proceeding to which he or she was a party because he or she is or was a director of the
unincorporated association against reasonable expenses incurred by him or her in connection
with the proceedings.
(b) Permissible Indemnification. The unincorporated association shall indemnify a director or
former director made a party to a proceeding because he or she is or was a director of the
unincorporated association, against liability incurred in the proceeding, if the determination to
indemnify him or her has been made in the manner prescribed by the law and payment has been
authorized in the manner prescribed by law.
(c) Advance for Ex ep nses. Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the unincorporated association in advance of the final disposition of
such action, suit or proceeding, as authorized by the board of directors in the specific case, upon
receipt of (I) a written affirmation from the director, officer, employee or agent of his or her
good faith belief that he or she is entitled to indemnification as authorized in this article, and (II)
an undertaking by or on behalf of the director, officer, employee or agent to repay such amount,
unless it shall ultimately be determined that he or she is entitled to be indemnified by the
unincorporated association in these Bylaws.
(d) Indemnification of Officers, Agents and Employees. An officer of the unincorporated
association who is not a director is entitled to mandatory indemnification under this article to the
same extent as a director. The unincorporated association may also indemnify and advance
expenses to an employee or agent of the unincorporated association who is not a director,
consistent with California Law and public policy, provided that such indemnification, and the
scope of such indemnification, is set forth by the general or specific action of the board or by
contract.
ARTICLE VIII
MISCELLANEOUS
8.01 Books and Records
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The unincorporated association shall keep correct and complete books and records of account
and shall keep minutes of the proceedings of all meetings of its board of directors, a record of all
actions taken by board of directors without a meeting, and a record of all actions taken by
committees of the board. In addition, the unincorporated association shall keep a copy of the
unincorporated association's Articles of unincorporated association and Bylaws as amended to
date.
8.02 Fiscal Year
The fiscal year of the unincorporated association shall be from January 1 to December 31 of each
year.
8.03 Nondiscrimination Policy
The officers, directors, committee members, employees, and persons served by this
unincorporated association shall be selected entirely on a nondiscriminatory basis with respect to
age, sex, race, religion, national origin, and sexual orientation. It is the policy of Castro Valley
Pride not to discriminate on the basis of race, creed, ancestry, marital status, gender, gender identity, gender expression, sexual orientation, age, physical disability, veteran's status, political service or affiliation, color,
religion, or national origin.
8.04 Bylaw Amendment
These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of the
board of directors then in office at a meeting of the Board, provided, however,
(a) that no amendment shall be made to these Bylaws which would cause the unincorporated
association to cease to qualify as an exempt unincorporated association under Section 501 (c)(3)
of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax
code; and,
(b) that an amendment does not affect the voting rights of directors. An amendment that does
affect the voting rights of directors further requires ratification by atwo-thirds (2/3) vote of a
quorum of directors at a Board meeting.
(c) that all amendments be consistent with the Articles of Unincorporated Association.
ARTICLE IX
COUNTERTERRORISM AND DUE DILIGENCE POLICY
In furtherance of its exemption by contributions to other organizations, domestic or foreign,
Castro Valley Pride shall stipulate how the funds will be used and shall require the recipient to
provide the unincorporated association with detailed records and financial proof of how the
funds were utilized.
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Although adherence and compliance with the US Department of the Treasury's publication the
"Voluntary Best Practice for US. Based Charities" is not mandatory, Castro Valley Pride
willfully and voluntarily recognizes and puts to practice these guidelines and suggestions to
reduce, develop, re-evaluate and strengthen arisk-based approach to guard against the threat of
diversion of charitable funds or exploitation of charitable activity by terrorist organizations and
their support networks.
Castro Valley Pride shall also comply and put into practice the federal guidelines, suggestion,
laws and limitation set forth by pre-existing U.S. legal requirements related to combating
terrorist financing, which include, but are not limited to, various sanctions programs
administered by the Office of Foreign Assets Control (OFAC) in regard to its foreign activities.
ARTICLE X
DOCUMENT RETENTION POLICY
10.01 Purpose
The purpose of this document retention policy is establishing standards for document integrity,
retention, and destruction and to promote the proper treatment of Castro Valley Pride records.
10.02 Policy
Section 1. General Guidelines. Records should not be kept if they are no longer needed for the
operation of the business or required by law. Unnecessary records should be eliminated from the
files. The cost of maintaining records is an expense which can grow unreasonably if good
housekeeping is not performed. A mass of records also makes it more difficult to find pertinent
records.
From time to time, Castro Valley Pride may establish retention or destruction policies or
schedules for specific categories of records in order to ensure legal compliance, and also to
accomplish other objectives, such as preserving intellectual property and cost management.
Several categories of documents that warrant special consideration are identified below. While
minimum retention periods are established, the retention of the documents identified below and
of documents not included in the identified categories should be determined primarily by the
application of the general guidelines affecting document retention, as well as the exception for
litigation relevant documents and any other pertinent factors.
Section 2. Exception for Litigation Relevant Documents. Castro Valley Pride expects all officers,
directors, and employees to comply fully with any published records retention or destruction
policies and schedules, provided that all officers, directors, and employees should note the
following general exception to any stated destruction schedule: If you believe, or Castro Valley
Pride informs you, that unincorporated association records are relevant to litigation, or potential
litigation (i.e. a dispute that could result in litigation), then you must preserve those records until
it is determined that the records are no longer needed. That exception supersedes any previously
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or subsequently established destruction schedule for those records.
Section 3. Minimum Retention Periods for Specific Categories
(a) Unincorporated association Documents. Unincorporated association records include the
unincorporated association's By-Laws and IRS Form 1023 and Application for Exemption.
Unincorporated association records should be retained permanently. IRS regulations require that
the Form 1023 be available for public inspection upon request.
(b) Tax Records. Tax records include, but may not be limited to, documents concerning payroll,
expenses, proof of contributions made by donors, accounting procedures, and other documents
concerning the unincorporated association's revenues. Tax records should be retained for at least
seven years from the date of filing the applicable return.
(e) Employment Records/Personnel Records. State and federal statutes require the
unincorporated association to keep certain recruitment, employment and personnel information.
The unincorporated association should also keep personnel files that reflect performance reviews
and any complaints brought against the unincorporated association or individual employees
under applicable state and federal statutes. The unincorporated association should also keep in
the employee's personnel file all final memoranda and correspondence reflecting performance
reviews and actions taken by or against personnel. Employment applications should be retained
for three years. Retirement and pension records should be kept permanently. Other employment
and personnel records should be retained for seven years.
(d) Board and Board Committee Materials. Meeting minutes should be retained in perpetuity in
the unincorporated association's minute book. A clean copy of all other Board and Board
Committee materials should be kept for no less than three years by the unincorporated
association.
(e) Press Releases/Public Filings. The unincorporated association should retain permanent copies
of all press releases and publicly filed documents under the theory that the unincorporated
association should have its own copy to test the accuracy of any document a member of the
public can theoretically produce against the unincorporated association.
(f~ Lepal Files. Legal counsel should be consulted to determine the retention period of particular
documents, but legal documents should generally be maintained for a period often years.
(g) Marketing and Sales Documents. The unincorporated association should keep final copies of
marketing and sales documents for the same period of time it keeps other unincorporated
association files, generally three years. An exception to the three-year policy may be sales
invoices, contracts, leases, licenses, and other legal documentation. These documents should be
kept for at least three years beyond the life of the agreement.
(h) Development/Intellectual Property and Trade Secrets. Development documents are often
subject to intellectual property protection in their final form (e.g., patents and copyrights). The
documents detailing the development process are often also of value to the unincorporated
association and are protected as a trade secret where the unincorporated association:
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(i) derives independent economic value from the secrecy of the information; and
(ii) has taken affirmative steps to keep the information confidential.
The unincorporated association should keep all documents designated as containing trade secret
information for at least the life of the trade secret.
(i) Contracts. Final, execution copies of all contracts entered into by the unincorporated
association should be retained. The unincorporated association should retain copies of the final
contracts for at least three years beyond the life of the agreement, and longer in the case of
publicly filed contracts.
(j) Correspondence. Unless correspondence falls under another category listed elsewhere in this
policy, correspondence should generally be saved for two years.
(k) Banking and Accounting Accounts payable ledgers and schedules should be kept for seven
years. Bank reconciliations, bank statements, deposit slips and checks (unless for important
payments and purchases) should be kept for three years. Any inventories of products, materials,
and supplies and any invoices should be kept for seven years.
(I) Insurance. Expired insurance policies, insurance records, accident reports, claims, etc. should
be kept permanently.
(m) Audit Records. External audit reports should be kept permanently. Internal audit reports
should be kept for three years.
Section 4. Electronic Mail. E-mail that needs to be saved should be either:
(i) printed in hard copy and kept in the appropriate file; or
(ii) downloaded to a computer file and kept electronically or on disk as a separate file. The
retention period depends upon the subject matter of the e-mail, as covered elsewhere in this
policy.
ARTICLE XI
Transparency and Accountability
Disclosure of Financial Information With The General Public
11.01 Purpose
By making full and accurate information about its mission, activities, finances, and governance
publicly available, Castro Valley Pride practices and encourages transparency and accountability
to the general public. This policy will:
(a) indicate which documents and materials produced by the unincorporated association are
presumptively open to staff and/or the public
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(b) indicate which documents and materials produced by the unincorporated association are
presumptively closed to staff and/or the public
(c) specify the procedures whereby the open/closed status of documents and materials can be
altered.
The details of this policy are as follow:
11.02 Financial and IRS documents (The form 1023 and the form 990)
Castro Valley Pride shall provide its Internal Revenue forms 990, 990-T, 1023 and 5227, bylaws,
and financial statements to the general public for inspection free of charge.
11.03 Means and Conditions of Disclosure
Castro Valley Pride shall make "Widely Available" the aforementioned documents on its Internet
website: www.castrovalleypride.com to be viewed and inspected by the general public.
(a) The documents shall be posted in a format that allows an individual using the Internet to
access, download, view and print them in a manner that exactly reproduces the image of the
original document filed with the IRS (except information exempt from public disclosure
requirements, such as contributor lists).
(b) The website shall clearly inform readers that the document is available and provide
instructions for downloading it.
(c) Castro Valley Pride shall not charge a fee for downloading the information. Documents
shall not be posted in a format that would require special computer hardware or software
(other than software readily available to the public free of charge).
(d) Castro Valley Pride shall inform anyone requesting the information where this information
can be found, including the web address. This information must be provided immediately
for in-person requests and within 7 days for mailed requests.
11.04 IRS Annual Information Returns (Form 990)
Castro Valley Pride shall submit the Form 990 to its board of directors prior to the filing of the
Form 990. While neither the approval of the Form 990 or a review of the 990 is required under
Federal law, the unincorporated association's Form 990 shall be submitted to each member of
the board of director's via (hard copy or email) at least 10 days before the Form 990 is filed with
the IRS.
11.05 Board
(a) All board deliberations shall be open to the public except where the board passes a
motion to make any specific portion confidential.
(b) All board minutes shall be open to the public once accepted by the board, except where
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the board passes a motion to make any specific portion confidential.
(c) All papers and materials considered by the board shall be open to the public following the
meeting at which they are considered, except where the board passes a motion to make
any specific paper or material confidential.
11.06 Staff Records
(a) All staff records shall be available for consultation by the staff member concerned or by
their legal representatives.
(b) No staff records shall be made available to any person outside the unincorporated
association except the authorized governmental agencies.
(c) Within the unincorporated association, staff records shall be made available only to those
persons with managerial or personnel responsibilities for that staff member, except that
(d) Staff records shall be made available to the board when requested.
11.07 Donor Records
(a) All donor records shall be available for consultation by the members and donors
concerned or by their legal representatives.
(b) No donor records shall be made available to any other person outside the unincorporated
association except the authorized governmental agencies.
(c) Within the unincorporated association, donor records shall be made available only to
those persons with managerial or personnel responsibilities for dealing with those donors,
except that ;
(d) donor records shall be made available to the board when requested.
ARTICLE XII
CODES OF ETHICS AND WHISTLEBLOWER POLICY
12.01 Purpose
Castro Valley Pride requires and encourages directors, officers and employees to observe and
practice high standards of business and personal ethics in the conduct of their duties and
responsibilities. The employees and representatives of the unincorporated association must
practice honesty and integrity in fulfilling their responsibilities and comply with all applicable
laws and regulations. It is the intent of Castro Valley Pride to adhere to all laws and regulations
that apply to the unincorporated association and the underlying purpose of this policy is to
support the unincorporated association's goal of legal compliance. The support of all
unincorporated association staff is necessary to achieving compliance with various laws and
regulations.
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12.02 Reporting Violations
If any director, officer, staff or employee reasonably believes that some policy, practice, or
activity of Castro Valley Pride is in violation of law, a written complaint must be filed by that
person with the vice president or the board president.
12.03 Acting in Good Faith
Anyone filing a complaint concerning a violation or suspected violation of the Code must be
acting in good faith and have reasonable grounds for believing the information disclosed
indicates a violation of the Code. Any allegations that prove not to be substantiated and which
prove to have been made maliciously or knowingly to be false shall be viewed as a serious
disciplinary offense.
12.04 Retaliation
Said person is protected from retaliation only if she/he brings the alleged unlawful activity,
policy, or practice to the attention of Castro Valley Pride and provides the Castro Valley Pride
with a reasonable opportunity to investigate and correct the alleged unlawful activity. The
protection described below is only available to individuals that comply with this requirement.
Castro Valley Pride shall not retaliate against any director, officer, staff or employee who in
good faith, has made a protest or raised a complaint against some practice of Castro Valley Pride
or of another individual or entity with whom Castro Valley Pride has a business relationship, on
the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of
public policy.
Castro Valley Pride shall not retaliate against any director, officer, staff or employee who
disclose or threaten to disclose to a supervisor or a public body, any activity, policy, or practice
of Castro Valley Pride that the individual reasonably believes is in violation of a law, or a rule, or
regulation mandated pursuant to law or is in violation of a clear mandate of public policy
concerning the health, safety, welfare, or protection of the environment.
12.05 Confidentiality
Violations or suspected violations may be submitted on a confidential basis by the complainant
or may be submitted anonymously. Reports of violations or suspected violations shall be kept
confidential to the extent possible, consistent with the need to conduct an adequate investigation.
12.06 Handling of Reported Violations
The board president or vice president shall notify the sender and acknowledge receipt of the
reported violation or suspected violation within five business days. All reports shall be promptly
investigated by the board and its appointed committee and appropriate corrective action shall be
taken if warranted by the investigation.
This policy shall be made available to all directors, officers, staffs or employees and they shall
have the opportunity to ask questions about the policy.
Page 15 of 16
Castro Valley Pride's Unincorporated Association By Laws EIN 46-X613898
ARTICLE XIII
AMENDMENT OF ARTICLES OF UNINCORPORATED ASSOCIATION
13.01 Amendment
Any amendment to the Articles of Unincorporated Association may be adopted by approval of
two-thirds (2/3) of the board of directors.
ARTICLE XIV
AMENDMENT OF DISSOLUTION
14.01 Dissolution
Upon the dissolution of the organization, assets shall be distributed for one or more
exempt purposes within the meaning of section 501 (C) (3) of the Internal Revenue Code,
or corresponding section of any future federal tax code, or shall be distributed to the
federal government, or to the state or local government, for a public purpose. Any such
assets not disposed of shall be disposed of by a court of competent jurisdiction in the
county in which the principal office of the organization is then located, exclusively for
such purposes or to such organization or organizations, as the Court shall determine,
which are organized and operated exclusively for such purposes.