BYLAWS OF PUBLIC COMMUNITIES
A California Nonprofit Public Benefit Corporation
ARTICLE I — NAME AND PURPOSE
Section 1. Name
The name of this corporation is Public Communities (the “Corporation”)
Section 2. Nonprofit and Public Benefit Purpose
This Corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized exclusively for charitable, educational, and civic purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.
The specific purpose of the Corporation is to design, support, steward, and operate programs and initiatives which strengthen public life by increasing access, trust, and shared responsibility across the communities served.
Such programs may include, without limitation, community markets and public space programming; leadership and job readiness education; dignity centered resources for unhoused individuals; ecological and environmental education; and fiscal sponsorship of mission-aligned initiatives.
Section 3. Mission Lock
All activities of the Corporation shall be carried out in furtherance of its public-benefit mission. No action shall be taken which materially contradicts the Corporation’s stated purpose or values.
ARTICLE II — OFFICES
Section 1. Principal Office
The principal office of the Corporation shall be located in the State of California at such place as the Board of Directors may determine.
ARTICLE III — BOARD OF DIRECTORS
Section 1. General Powers
The affairs of the Corporation shall be managed by its Board of Directors (the “Board”). The Board shall be responsible for governance, fiduciary oversight, strategic direction, and safeguarding the mission of the Corporation.
Section 2. Number of Directors
The Corporation shall have no fewer than three (3) directors and no more than nine (9) directors. The exact number shall be fixed by resolution of the Board.
Section 3. Qualifications
Directors shall be individuals committed to the mission and public-benefit purpose of the Corporation. A majority of the Board shall consist of individuals who are not interested persons, as defined by California law.
Section 4. Term of Office
Initial directors may serve six-month transition terms, after which standard terms shall be one year unless otherwise determined by Board policy.
Section 5. Removal
Any Director may be removed, with or without cause, by a two-thirds vote of the Board.
Section 6. Vacancies
Vacancies on the Board shall be filled by majority vote of the remaining Directors.
ARTICLE IV — MEETINGS OF THE BOARD
Section 1. Regular Meetings
The Board shall meet at least four times during a fiscal year at times and places determined by the Board.
Section 2. Special Meetings
Special meetings may be called by the Chair or by any two Directors.
Section 3. Notice
Notice of meetings shall be given at least fourteen (14) days in advance unless waived.
Section 4. Quorum and Voting
A majority of Directors shall constitute a quorum. Actions of the Board require a majority vote of Directors present unless otherwise specified.
ARTICLE V — OFFICERS
Section 1. Officers
The officers of the Corporation shall include a Chair, Vice Chair, Secretary, and Treasurer.. One person may hold more than one office, except that the Secretary and Treasurer shall not be the same person.
Section 2. Duties
The Chair shall oversee Board meetings and strategic leadership.
The Secretary shall maintain records and minutes.
The Treasurer shall oversee financial affairs and reporting.
Section 3. Election and Term
Officers shall be elected by the Board and serve six-month terms.
ARTICLE VI — COMMITTEES
The Board may establish committees as necessary, provided that no committee shall exercise authority reserved to the full Board under California law.
ARTICLE VII — CONFLICT OF INTEREST
The Corporation shall adopt and comply with a written Conflict of Interest Policy consistent with IRS and California Attorney General requirements.
ARTICLE VIII — COMPENSATION
Directors shall serve without compensation, except that reasonable reimbursement for expenses may be authorized.
ARTICLE IX — FISCAL SPONSORSHIP AND AFFILIATIONS
The Corporation may enter into fiscal sponsorship or affiliation agreements with mission-aligned entities, including limited liability companies or other nonprofits, provided such arrangements further charitable purposes and comply with applicable law.
All fiscal sponsorship arrangements shall be governed by written agreements consistent with IRS guidance, including accountability for funds and programmatic control by the Corporation.
ARTICLE X — DISSOLUTION
Upon dissolution, the assets of the Corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or to the federal, state, or local government for a public purpose.
ARTICLE XI — AMENDMENTS
These Bylaws may be amended by a two-thirds vote of the Board of Directors.
CONFLICT OF INTEREST AND RELATED-ENTITY POLICY
Public Communities, 501(c)3
Article I — Purpose
The purpose of this Conflict of Interest and Related-Entity Policy is to protect the interests of Public Communities, a California Nonprofit Public Benefit Corporation, when it is contemplating entering into a transaction or arrangement that might benefit the private interest of any director, officer, committee member, key employee, or related entity. This policy ensures that Public Communities operates exclusively for charitable and public purposes and maintains independence from any for-profit or privately controlled entities.
Article II — Definitions
Interested Person
Any director, principal officer, committee member with governing board–delegated powers, or key employee who has a direct or indirect financial interest, as defined below.Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a. An ownership, governance, or investment interest in any entity with which Public Communities has a transaction or arrangement;
b. A compensation arrangement with Public Communities or with any entity or individual with which Public Communities has a transaction or arrangement;
c. A potential ownership, investment, governance, or compensation interest as described above.Related Entity
A related entity includes, but is not limited to, any for-profit business, limited liability company, partnership, or other organization in which an interested person holds an ownership interest, management role, or financial stake.
Article III — Duty to Disclose
In connection with any actual or possible conflict of interest, including transactions involving a related entity, an interested person must disclose the existence of the financial interest and all material facts to the Board of Directors or committee with governing board–delegated powers considering the proposed transaction or arrangement.
Article IV — Separation from Related For-Profit Entities
Independence
Public Communities shall operate independently from any related for-profit entity. No related entity shall control, direct, or dominate the activities, governance, or finances of Public Communities.Transactions with Related Entities
Public Communities may enter into a transaction with a related entity only if:
a. The transaction directly furthers Public Communities’ charitable purposes;
b. The terms are fair, reasonable, and no less favorable to Public Communities than those available from an unrelated third party;
c. The transaction does not result in private inurement or impermissible private benefit;
d. The transaction is approved in advance by a majority of disinterested directors.Prohibited Conduct
Public Communities shall not:
a. Transfer assets to a related entity except in exchange for fair market value services or goods;
b. Use charitable resources to subsidize a related entity’s private business activities;
c. Allow a related entity to hold itself out as controlling or owning Public Communities.
Article V — Procedures for Addressing a Conflict of Interest
Determination of Conflict
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the meeting during discussion and vote on the matter. The remaining directors shall determine whether a conflict of interest exists.Addressing the Conflict
If a conflict exists, the Board shall:
a. Consider alternatives to the proposed transaction;
b. Determine whether a more advantageous arrangement can be obtained from an unrelated entity;
c. Approve the transaction only if it is in the best interest of Public Communities and is fair and reasonable.Voting
The interested person shall not be present for discussion or vote on the transaction.
Article VI — Records of Proceedings
The minutes of the Board and committees shall document:
a. The disclosure of the conflict;
b. The nature of the financial or related-entity interest;
c. The determination of whether a conflict existed;
d. The decision reached and the vote taken.
Article VII — Compensation
No voting member of the Board who receives compensation from Public Communities or from a related entity involved in a transaction shall vote on matters related to compensation or financial arrangements.
Article VIII — Annual Statements
Each director, officer, and key employee shall annually sign a statement affirming:
a. Receipt and understanding of this policy;
b. Disclosure of all related entities;
c. Agreement to comply with the policy;
d. Understanding that Public Communities must operate exclusively for charitable purposes.
Article IX — Periodic Review
The Board shall periodically review:
a. Transactions with related entities;
b. Compensation arrangements;
c. Organizational independence and governance integrity.
Article X — Use of Outside Experts
The Board may rely on legal, accounting, or valuation experts when reviewing transactions with related entities, without abdicating its fiduciary responsibility.