BYLAWS OF ALTADENA TALKS FOUNDATION 

ARTICLE I – NAME AND PURPOSE
Section 1: Name
The name of the organization shall be Altadena Talks Foundation (hereinafter “ATF”).

Section 2: Purpose
Altadena Talks Foundation is a nonprofit public benefit corporation organized under the laws of the State of California. Its mission is to amplify underserved voices through accessible media, youth training, civic engagement, and community resource development, with a special focus on recovery, empowerment, and inclusion following natural disasters and systemic inequities.

ARTICLE II – OFFICES
Section 1: Principal Office
The principal office of the Foundation shall be in Pasadena, California, or such other place as may be designated by the Board of Directors.

ARTICLE III – NONPROFIT STATUS
Section 1: Exempt Purpose
ATF is organized exclusively for charitable, educational, and community development purposes under Section 501(c)(3) of the Internal Revenue Code.

Section 2: Dissolution
Upon the dissolution of the Foundation, its assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3), or to the federal, state, or local government for a public purpose.

ARTICLE IV – MEMBERSHIP
Section 1: Non-Membership
ATF shall have no voting members. The affairs of the organization shall be managed by its Board of Directors.

ARTICLE V – BOARD OF DIRECTORS
Section 1: Authority and Responsibility
The Board of Directors shall have general power to control and manage the affairs and property of the Foundation.

Section 2: Composition
The Board shall consist of no fewer than three (3) and no more than nine (9) Directors.

Section 3: Term of Office
Except for Founders, Directors shall serve a term of three (3) years and may be re-elected without limit.

Section 4: Qualifications
Directors shall demonstrate commitment to the mission of ATF and relevant experience in nonprofit, media, civic, or community work.

Section 5: Compensation
No Director shall receive compensation for their service, except for reimbursement of authorized expenses.

ARTICLE VI – FOUNDERS PROTECTION CLAUSE
Section 1: Definition of Founders
The Founders of Altadena Talks Foundation are:

Brian Baccus
Toni Bailey-Raines
Jamal Smith

Section 2: Tenure of Founders
The Founders shall hold permanent, non-removable positions on the Board of Directors. Their positions are exempt from any vote of removal or term limits.

Section 3: Removal of Founders
A Founder may only be removed upon:

Voluntary resignation, Death or incapacitation, or Legal removal due to conviction of a felony or confirmed misconduct under California nonprofit law, provided such removal follows due process and a unanimous vote of all non-founder directors and legal counsel.

Section 4: Founder Succession
A Founder may designate a successor in writing. That successor shall inherit the founder’s rights and role, subject to Board confirmation and aligned with the mission.

ARTICLE VII – MEETINGS OF THE BOARD
Section 1: Regular Meetings
The Board shall meet at least quarterly, with time and place to be determined by the Board.

Section 2: Special Meetings
Special meetings may be called by the Chair or any two Directors.

Section 3: Quorum
A quorum shall consist of a majority of the Board members, not including vacant seats.

Section 4: Voting
Each Director shall have one vote. Decisions are made by majority vote unless otherwise specified.

ARTICLE VIII – OFFICERS
Section 1: Officers
The officers of the Foundation shall be:

Chair: Antoinette "Toni" Bailey-Raines

Vice Chair: Jamal Smith

Documentarian: Marcus Betts

Treasurer: Tracy Richards

Section 2: Election and Terms
Officers are elected by the Board for two-year terms and may be re-elected.

Section 3: Duties

Chair: Oversees Board meetings and organizational oversight.

Vice Chair: Acts in absence of Chair.

Documentarian: Maintains records, meeting minutes.

Treasurer: Oversees financial integrity, budgets, and reports.

ARTICLE IX – COMMITTEES
Section 1: Creation
The Board may create standing and ad hoc committees as needed.

Section 2: Committee Powers
Committees shall report to and operate under the guidance of the Board.

ARTICLE X – FISCAL YEAR
The fiscal year of the Foundation shall be July 1 to June 30, unless otherwise modified by Board resolution.

ARTICLE XI – AMENDMENTS
Section 1: Amendments
These Bylaws may be amended, repealed, or restated by a two-thirds (⅔) vote of the Board of Directors, provided that no amendment may alter or revoke the Founders Protection Clause (Article VI) without the unanimous written consent of all Founders or their designated successors.

ARTICLE XII – INDEMNIFICATION
To the fullest extent permitted by law, the Foundation shall indemnify and hold harmless any Director, officer, employee, or agent of the Foundation against any liabilities and expenses reasonably incurred in connection with any proceeding related to their role, provided they acted in good faith and in a manner reasonably believed to be in the best interest of the organization.

ARTICLE XIII – CONFLICT OF INTEREST
Directors and officers shall disclose any potential conflicts and shall recuse themselves from related deliberations or decisions.


Contact Information
For questions or concerns about these ByLaws, contact us at info@np.altadenatalks.org.