Make a Donation to the 1st Marine Division Association:
1st Marine Division Association
403 N. Freeman Street
Oceanside, CA 92054
Phone (760) 967-8561
2nd Line (760) 967-1386
Fax (760) 967-8567
YOUR SCHOLARSHIP PROGRAM AT WORK
We are proud to announce the following recipients of the 1st Marine Division Association Scholarship Fund. Thank you to all who donate to the Scholarship Fund and provide these young men and women the opportunity to further their education while preserving the legacy of the 1st Marine Division Association. "Congratulations to the 2013-2014 recipients"!
Scholarship Awardees as of 1 April, 2014
Amanda Goetz, Saint Leo University, $1750.00
Amber Toller, Valencia College, $1750.00
Autumn Rose Goetz, Saint Leo University, $1750.00
Brook Bowyer, Chapman College, $1750.00
Courtney Rushing, Louisiana Tech University, $1750.00
Elizabeth C. Lazore, Albany College of Pharmacy, $1750.00
Elizabeth N. Kaplanek, Mira Costa College, $1750.00
Eric Angelo Cassetta, Northern Arizona University, $1750.00
Hayley M Bryne, University of New Hampshire, $1750.00
Isiah Malcom Davis, San Diego State University, $1750.00
Jacob Cody Cash, University of Virginia, $1750.00
Jasmine M. Davis, Texas State, $1750.00
Jenna Effenberger, Vasser College, $1750.00
Jonathan E Derryberry, University of Delaware, $1750.00
Justin T. Lazore, Hudson Valley, $1750.00
Kevin Courtney, University of California $1750.00
Leah Marie Zink, Huntington University, $1750.00
Melissa Grant, Florida Keys Community College, $1750.00
Melvin M. Slagle, Texas A&M University Commerce, $1750.00
Michael C Zink, LeTourneau University $1750.00
Miguel Sanchez, University of Akron, $1750.00
Nikolette Christine. Lazore, UTICA, $1750.00
Paul Martin Blakely, Eastern Oregon University, $1750.00
Robert Anthony Sanchez, Youngstown State University, $1750.00
Ryan Connoly, University of South Florida, $1750.00
Sarah Kosid, University of Kentucky, $1750.00
Shelly M. Husband, Spring Hill College, $1750.00
Steven M. Kaplanek, Reedley College, $1750.00
Talas Z Mahon, University of Pittsburg at Bradford, $1750.00
Teresa M. Sanchez, Youngstown State University, $1750.00
Terrence George Moore, Salem State College, $1750.00
Timothy Isaiah-Daniel Francis. Daniel, Coastal University, $1750.00
William Ennis, Philadelphia University, $1750.00
TOTAL SCHOLARSHIP FUNDS DISPERSED IN 2014
April 1, 2014
Below is a copy of the By-Laws
The undersigned, as sole incorporator of First Marine Division Association Scholarship
Fund, Inc., a California nonprofit public benefit corporation (the "Company"), hereby adopts the
following resolutions pursuant to Section 5134 of the California Corporations Code:
1. Adoption of Bylaws.
RESOLVED, that the Bylaws attached" hereto are hereby adopted as the Bylaws of the
2. Election of Directors
1ST MARINE DIVISION ASSOCIATION SCHOLARSHIP FUND INC. (2013-2015)
RESOLVED, that the following persons are elected to serve as the initial directors of the
Company until their successors are elected and duly qualified:
Chairman: John Stevens
Vice Chairman: Carl Wenhold
Secretary: Michael Galyean
Treasurer: Jim Zalpis
3. Resignation of Sole Incorporator.
The undersigned hereby resigns as sole incorporator of the Company.
Dated: August 7, 2007
Theresa Buckley, Sole Incorporator
BYLAWS OF THE FIRST MARINE DIVISION ASSOCIATION SCHOLARSHIP FUND; INC.
NAME, OFFICES AND PURPOSE
SECTION 1.1 NAME.
The name of this corporation shall be "First Marine Division
Association Scholarship Fund, Inc."
SECTION 1.2 OFFICES.
The principal office of this corporation shall be located in the
County of San Diego, California or as otherwise provided by the Board of Directors. The
corporation may maintain such other offices, either within or without the State of California, as
the Board of Directors may determine or as the affairs of the corporation may require from time
SECTION 1.3 REGISTERED AGENT.
The corporation shall continuously maintain in the
State of California a registered office and a registered agent having an address identical with
such registered office. The registered office may be, but need not be, identical with the principal office in the State of California, and the address of the registered office may be changed from
time to time. The corporation may maintain such other offices within and without the State of
California as may be required in the conduct of its activities. Unless otherwise provided by the
Board, the designated legal agent for service of Process shall be the Executive Director of the
First Marine Division Association, Inc.
SECTION 1.4 ABBREVIATIONS.
As used herein the term "Fund" shall refer to the "First
Marine Division Association Scholarship Fund, Inc." The term "Association" shall refer to the "First Marine Division Association, Inc." The Fund is intended to qualify as an IRC 501 (c)(3)
non-profit, charitable organization. The Association is an IRC 501 (c)( 19) non-profit, veterans
SECTION 1.5 PURPOSE.
The purpose of the Fund is to establish and maintain monies in
a scholarship fund for the purpose of awarding grants to the dependents of veterans of the First
Marine Division plus attached and supporting units, who are deceased, missing in action, or fully
disabled. The operations of this Fund shall be limited exclusively to charitable, literary or educational purposes as those terms are used in Section501(c)(3) of the Internal Revenue
The Fund shall have no members.
BOARD OF DIRECTORS
SECTION 3.1 GENERAL POWERS.
The affairs, activities and property of the corporation
shall be managed, directed and controlled by and its power exercised by and vested in the
Board of Directors (the “Board"). Directors need not be residents of California.
SECTION 3.2 NUMBER, TENURE, AND QUALIFICATIONS.
After the initial incorporation,
the Board shall consist of not less than eight ("8") nor more than thirteen CI3") voting members.
The Association Executive Director may attend meetings but only as a non-voting participant. All
directors shall maintain current membership in the First Marine Division Association in good
standing. The exact number of directors shall be fixed from time to time by approval of the
Board. The Association President, Secretary and Treasurer shall also hold an office of Director
herein limited to their term of office in the Association. All Directors serve as such for two years
time concurrent with the elected term of Officers/Directors in the Association. Directors may
serve more than one two year term. The Board shall not be comprised of more than fifty percent
who are also Officers or Directors in the Association.
SECTION 3.3 COMPOSITION.
The Association President, Secretary and Treasurer are
deemed Fund Board members for the term of their office in the Association. The Association
President and Vice President may each appoint one person to the Fund Board. Association
Deputy Vice Presidents may each appoint one person to the Fund Board from Association
Members within their respective geographical region. Said appointments by the Association
President, Vice President and Deputy Vice Presidents shall not be persons presently serving as
Association Officers and Directors. The term of office on the fund Board will expire biannually at
the Association Election Year Reunion. Vacancies may be refilled by the person appointing
within their region or venue upon written notification and acceptance of the fund Chairman. The
person appointed by the President shall be the same person he appoints as Chairman: of the
Association Scholarship Committee.
SECTION 3.4 ELECTION OF DIRECTORS.
The initial directors of the corporation shall be
elected by the Incorporator of the corporation. Thereafter, directors shall be designated to serve
by the Board or as provided in Section 3.3.
SECTION 3.4.1 CHAIRMAN.
The Board shall elect, from among those who are, or are to be,
directors, a chairman to serve a 2-year term who, when present, shall preside at all regular and
special meetings of the Board and at the annual meeting. The Chairman shall present at the
annual Board meeting a report on the activities of the corporation during the preceding period,
and shall generally perform all other duties incident to the office, required by the bylaws or from
time to time assigned to him by the Board.
SECTION 3.4.2 VICE CHAIRMAN.
The Board shall elect, from among those who are, or are
to be, directors, one Vice Chairman who shall assist the Chairman, as requested, in the
performance of his duties and who shall have such other functions as these Bylaws may provide
or as the Board or Chairman may assign from time to time. [n addition to the foregoing, a
director appointed to hold the title of Vice Chairman shall possess the powers and perform the
duties vested in the Chairman during his or her absence or disability.
SECTION 3.5 BOARD DUTIES.
The duties of the Board shall be to raise monies for
scholarships and determine investment strategies in accordance with reasonable and prudent
fiduciary duties. Determination as to the person who will receive scholarships and the duration
will continue to be made by the Association Scholarship Committee in accordance with the
Associations bylaws and standard operating procedures.
SECTION 3.6 ANNUAL MEETING.
An annual meeting of the Board shall be held to
coincide with the annual time, place and dates of the Association's annual meeting. The
Chairman of the Board may call for informal meeting by all expedient methods of
communication or combination thereof. Business conducted at informal meetings shall not be
effective unless ratified at the annual meeting.
SECTION 3.7 SPECIAL MEETINGS.
Special meetings may be called upon written request
of 40% of the Board. Special meetings shall have a limited agenda specifically stated in the
SECTION 3.8 TELEPHONIC MEETINGS.
Directors may participate in a meeting through
use of conference telephone, electronic video screen communication or similar communications
equipment, so long as all of the following apply: (a) each member participating in the meeting can communicate with all the other members concurrently; and (b) each member is provided the
means of participating in all matters before the board, including the capacity to propose, or to
interpose an objection to, a specific action to be taken by the corporation; and (c) the
corporation adopts and implements means of verifying both of the following: (i) a person
communicating by telephone, "electronic video equipment or other communications equipment
is entitled to participate in the board meeting; and (ii) all statements, questions, actions, or votes
were made by that director and not by another person not permitted to participate as a director.
Participation in a meeting pursuant to this bylaw shall constitute presence in person at
SECTION 3.9 NOTICE OF MEETINGS.
Written notice stating the place, date, and hour of
the annual meeting of the Board shall be delivered to each Director entitled to vote at such
meeting not less that 30 days before the date of such meeting. Any special meeting of the
Board shall be held upon four days' notice by first class mail or 48 hours notice delivered
personally or by telephone, including a voice messaging system or other system or
technology designed to record and communicate messages, electronic mail [e-mail] or
other electronic means. In case of a special meeting or when required by statute or by
these Bylaws, the subject for which the meeting is called shall be stated in the notice. If
mailed, the notice of a meeting shall be deemed delivered when deposited in the United
States mail addressed to each Director at his or her address as it appears on the
records of the corporation, with postage thereon prepaid. When a meeting is adjourned
to another time or place, notice need not be given of the adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is taken.
Notice of meetings shall also be deemed valid if published in the Association "Old Breed
News", by electronic mail [e-mail] or facsimile [fax] to a Director's home or business
place of record.
SECTION 3.10 QUORUM.
A Quorum for conducting business of the Fund shall be 40% of
the Board. Transaction of business shall be by majority vote of those present.
SECTION 4.1 OFFICERS.
The officers of this corporation shall be a Chairman of the
Board, a Secretary, a Chief Financial Officer and such other officers as may be elected in
accordance with the provisions of this Article. The Board may elect or appoint such other
officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it
shall deem desirable, such officers to have the authority and perform the duties prescribed, fromtime to time, by the Board. Any two or more offices may be held by the same person, except
neither the Secretary nor the Chief Financial-Officer may serve concurrently as the Chairman of
SECTION 4.2 ELECTION AND TERM OF OFFICE.
The officers of the corporation shall be
elected for two years by the Board at the regular biannual meeting coinciding with the election
year meeting of the association. New offices may be created and filled at any meeting of the
Board. Each officer shall hold office until his or her successor has been elected and duly
SECTION 4.3 RESIGNATION.
Any officer may resign at anytime by delivering a written
notice to the Secretary of the corporation, or to the Chairman of the Board. The acceptance of
such resignation by the Board, unless required by the terms thereof, shall not be necessary to
make the same effective.
SECTION 4.4 REMOVAL.
Any officer elected or appointed by the Board may be removed
by a vote of the majority of the Board at any meeting in which a quorum is present whenever in
its udgment the best interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the officer so removed.
SECTION 4.5 VACANCIES.
A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the Board for the unexpired term.
SECTION 4.6 CHAIRMAN OF THE BOARD.
The Chairman of the Board shall preside at
all meetings of the 'Board of the corporation, and shall have such other powers and duties not
inconsistent with these Bylaws as may be assigned to him or her from time to time by the Board.
In the absence of the Chairman of the Board, the Vice Chairman of the Board of the corporation
shall preside at meetings of the Board. The Chairman of the Board shall also be the principal
executive officer of the corporation and shall supervise and control all of the business and
affairs of the corporation. The Chairman of the Board may sign, with the Seretary or any other
proper officer of the corporation authorized by the Board, any deeds, mortgages, bonds,
contracts, or other instruments which the Board has authorized to be executed, except in cases
where the signing and execution thereof shall be expressly delegated by the Board or by these
Bylaws or by statute to some other officer or agent of the corporation; and in general the
Chairman of the Board shall perform all duties incident to the office of Chairman of the Board
and such other duties as may be prescribed by the Board from time to time.
SECTION 4.7 CHIEF FINANCIAL OFFICER.
If required by the Board, the Chief Financial
Officer shall give a bond, paid by the Fund, for the faithful discharge of his or her duties in such
sum and with such surety or sureties as the Board shall determine. The Chief Financial Officer
may also use the designation "Treasurer." He or she shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give receipts for moneys
due and payable to the corporation from any source whatsoever, and deposit all such moneys in
the name of the corporation in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of Article 7 of these Bylaws; and in general perform
all the duties incident to the office of Chief Financial Officer and such other duties as from time
to time may be assigned or him or her by the President or by the Board.
SECTION 4.8 SECRETARY.
The Secretary shall keep the minutes of the meetings of the
Board in one or more books provided for that purpose;' see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; be custodian of the.
corporate records and seal of the corporation and see that, when required by law, 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; keep a register of
the post office address of the Board member which shall be furnished to the Secretary by each
Board Member; and in general perform all duties incident to the office of Secretary and such
other duties as from time to time may be assigned to the Secretary by the Chairperson of the
Board or by the Board.
SECTION 4.9 RECORDS.
Officers of the corporation shall make available for inspection at
reasonable times to the Board all official records of the corporation for which they are
responsible. Upon leaving office, each officer shall turn over to his or her successor in good
order such moneys, books, records, documents and other property of the corporation as have
been in his or her custody during his or her term of office.
SECTION 5.1 COMMITTEES OF THE BOARD.
The Board, by resolution adopted by a
majority of the directors in office, may designate and appoint one or more committees, each of
which shall consist of two or more directors, which committees, to the extent provided in said
resolution, shall have and exercise the authority of the Board in the management of the
corporation, except that no such committee shall have the authority of the Board in reference to
amending, altering, or repealing the bylaws; electing, appointing or removing any members of
such committee or any Director or officer of the corporation; amending the articles of
incorporation; restating articles of incorporation; adopting a plan or merger or adopting a plan of
consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all
or substantially all of the property and assets of the corporation; authorizing the voluntary
dissolution of the corporation or revoking proceedings therefor; adopting a plan for the
distribution of assets of the corporation; or amending, altering or repealing any resolution of the
Board which by its terms provided that it shall not be amended, altered or repealed by such
committee. The designation and appointment of any such committee and the delegation thereto
of authority shall not operate to relieve the Board of Directors or any individual director of any
responsibility imposed upon it or such Director by law.
SECTION 5.2 OTHER COMMITTEES.
Other committees not having and exercising the
authority of the Board in the management of the corporation may be appointed in such manner
as may be designated by a resolution adopted by a majority of the directors present at a
meeting at which a quorum is present.
SECTION 5.3 TERM OF OFFICE.
Each member of a committee shall continue as such until
the next annual meeting of the Board and until his or her successor is elected and duly qualified,
unless the existence of 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
SECTION 5.4 CHAIRPERSON.
One member of each committee shall be appointed
chairperson by the person or persons authorized to appoint the members thereof.
SECTION 5.5 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
SECTION 5.6 QUORUM.
Unless otherwise provided in the resolution of the Board
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 5.7 RULES.
Each committee may adopt rules for its own government not
inconsistent with these Bylaws or with rules adopted by the Board.
No officer or member of the Board of the Fund shall receive direct or indirect compensation
for service to the Fund. The Association Executive Directors compensation is the responsibility
of the Association not the Fund.
Except for state and federal tax returns, reports and other audit type expenditures, costs in
operating the Fund shall not exceed 20% of the Fund revenues in any given operating period.
This provision is inclusive of reimbursing the Association for its costs in administrative and
logistical support of the Fund except for the salary of the Association Executive Director which is
a non-reimbursable item.
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
SECTION 7.1 CONTRACTS.
The Board may authorize any officer or officers, agent or
agents 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, and such authority may be general or confirmed to specific instances.
SECTION 7.2 CHECK, DRAFTS, ETC.
All checks, drafts, or other orders for payment of
money; notes or other evidences of indebtedness issued in the name of the Fund shall be
signed by such officer or officers, agent or agents of the Fund and in such manner as shall from
time to time be determined by resolution of the Board. In the absence of such determination by
the Board, such instruments shall be signed by the treasurer and countersigned by the
chairman of the board.
SECTION 7.3 DEPOSITS.
All monies of the Fund shall be deposited from time to time to
the credit of the Fund in such banks. trust companies, or other depositories as the Board may
select. All deposits will remain separate from those of the Association. The Chief Financial
Officer will be responsible to maintain the investment and operating account of the Fund.
SECTION 7.4 GIFTS.
The Board may accept on behalf of the Fund, in accordance with
policies and procedures established by the Board, any contribution, gift, grant, bequest, or
devise for the general purposes or for any special purpose of the Fund, including any
designated contribution, gIft, grant, bequest or devise consistent with its general tax-exempt
purposes, as set forth in the Fund's articles of incorporation. As so limited, donor designated
contributions will be accepted for special funds, purposes or uses. Further, the Fund shall retain
sufficient control over all donated funds (including designated contributions) to assure that such
funds will be used in a manner consistent with the restrictions contained in the grant and the
Fund's tax-exempt purposes.
BOOKS AND RECORDS
SECTION 8.1 MAINTENANCE OF CORPORATE RECORDS.
The Fund Chief Financial
Officer shall keep correct and complete books and' records of account. The Fund Secretary
shall keep minutes of the proceedings of the Board and committees having any of the authority
of the Board. The financial records and all other corporate records, and the minutes of all
meetings of the Board and all other committees of the corporation shall be kept at the principal
office of the corporation and shall be open to inspection upon oral or written request of any
SECTION 8.2 DIRECTORS' INSPECTION RIGHTS.
Every Director shall have the absolute
right at any reasonable time to inspect and copy all books, records and documents of every kind
and to inspect the physical properties of the corporation.
SECTION 8.3 ANNUAL REPORT.
The Board shall cause an annual report to be furnished not
later than 120 days after the close of the corporation's fiscal year to all directors of the
corporation, which report shall contain the following information in appropriate detail:
The assets and liabilities, including the trust funds, of the corporation as at the end of the
The principal changes in assets and liabilities, including trust funds, during the fiscal year;
The revenue or receipts of the corporation, both unrestricted and restricted to particular
purposes, for the fiscal year;
The expenses or disbursements of the corporation, for both general and restricted purposes,
during the fiscal year;
Any information required by Article 9.
The annual report shall be accompanied by the certificate of an authorized officer of the
corporation that such statements were prepared without audit and from the books and records
of the corporation.
SECTION 8.4 COMPLIANCE WITH THE NONPROFIT INTEGRITY ACT OF 2004.
extent required by section 12586 of the Government Code, the board shall supplement the
requirements of Article 8.3 of these Bylaws by causing the corporation to:
prepare annual financial statements using generally accepted accounting principles that are
audited by an independent certified public accountant in conformity with generally accepted
auditing standards as per section 12586(e)(I) of the Government Code;
make such audited financial statements available for inspection by the Attorney General and
by members of the public no later than nine months after the close of the fiscal year to which the
statements related; and
have and operate an audit committee appointed by the Board as per the requirements of
section 12586(e)(2) of the Government Code.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
SECTION 9.1 RIGHT OF INDEMNITY.
To the extent that a person who is, or was, a
director, officer, employee or other agent of this corporation has been successful on the merits
in defense of any civil, criminal, administrative or investigative proceeding brought to procure a
judgment against such person by reason of the fact that he or she is, or was, an agent of the
corporation, or has been successful in defense of any claim, issue or matter, therein, such
person shall be indemnified to the full extent permitted by law against expenses actually and
reasonably incurred by such person in connection with such proceeding.
If such person either settles any such claims or sustains a judgment against him or her, then
indemnification against expenses, judgments, fines, settlements and other amounts reasonably
incurred in connection with such proceeding shall be provided by the corporation but only to the
extent allowed by, and in accordance with, Section 5238 of the California Nonprofit Public
Benefit Corporation Law.
Nothing contained in this bylaw shall affect any right to indemnification to which persons other
than directors and officers may be entitled by contract or otherwise.
SECTION 9.2 APPROVAL OF INDEMNITY.
Any indemnification under this Section shall be
made by the corporation only if authorized in the specific case, upon a determination that
indemnification of the agent is proper in the circumstances because the agent has met the
applicable standard of conduct set forth in Section 5238(b) and (c) of the California Nonprofit
Corporation Law, by a majority vote of a quorum of the Board of Directors consisting of directors
who are not parties to such proceedings or as otherwise set forth in Section 5238 of the
California Nonprofit Corporation Law.
SECTION 9.3 ADVANCEMENT OF EXPENSES.
Expenses incurred in defending any
proceedings may be advanced by the corporation prior to the final disposition of such
proceeding upon receipt of any undertaking by or on behalf of the agent to repay such amount
unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized
in Section 5238 of the California Nonprofit Corporation Law.
AMENDMENTS TO BYLAWS
These Bylaws may be altered, amended or repealed and new bylaws may be adopted by the
approval of a majority of the Directors present at any regular or special meeting of the Board.
AMENDMENT OF ARTICLES OF INCORPORATION
SECTION 11.1 AMENDMENT OF ARTICLES.
Any amendment of the Articles of
Incorporation may be adopted by the approval of the Board.
SECTION 11.2 CERTAIN AMENDMENTS.
Notwithstanding the above sections of this
Article, this corporation shall not amend its Articles of incorporation to alter any statement which
appears in the original Articles of Incorporation of the names and addresses of the first directors
of this corporation, nor the name and address of its initial agent, except to correct an error in
such statement or to delete such statement after the corporation has filed a "Statement by
Domestic Non-Profit Corporation" pursuant to Section 6210 of the California Nonprofit
PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
No director, officer, employee or other person connected with this corporation, or any private
individual, shall receive at any time any of the net earnings or pecuniary profit from the
operations of the Fund; provided, however, that this provision shall not prohibit payment to any
such person of reasonable compensation for services performed for the corporation with respect
to any of its public or charitable purposes, provided further that such compensation is otherwise
permitted by these Bylaws and fixed by resolution of the Board. 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 Fund.
SECTION 13.1 ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS.
shall mail or deliver to all directors within 120 days of the close of the fiscal year, a statement
which briefly describes the amount and circumstances of any indemnification or transaction in
which the corporation, or its parent or subsidiary, was a party, and in which either of the
following had a direct or indirect material financial interest:
Any Director or Officer of the corporation, or its parent or subsidiary (a mere common
directorship shall not be considered a material financial interest); or
Any holder or more than 10% of the voting power of the corporation, its parent or subsidiary.
The above statement need only be provided with respect to a transaction during the previous
fiscal year involving more than Fifty Thousand Dollars ($50,000) or which was one of a number
of transactions with the same persons involving, in the aggregate, more than Fifty Thousand
Dollars ($50,000). Similarly, the statement need only be provided with respect to indemnification
or advances aggregating more than Ten Thousand Dollars ($10,000) paid during the previous
fiscal year to any director or officer.
Any statement required by this Section shall state the names of the interested persons
involved in such transactions, stating each person's relationship to the corporation, the nature of
such person's interest in the transaction, and Where practical, the amount of such interest,
provided that in the case of a transaction with a partnership of which such person is a partner,
only the interest of the partnership need be stated.
SECTION 13.2 FISCAL YEAR.
The Fund's fiscal year shall be determined by resolution of
the Board of the Fund at a meeting duly noticed and held in accordance with these Bylaws.
SECTION 13.3 WAlVER OF NOTICE.
Whenever any notice is required to be given under
the provisions of the State of California's nonprofit corporation law or under the provisions of the
articles of incorporation or of the bylaws of this corporation, a waiver thereof in writing signed by
the person or persons entitled to such notice, whether before or after the time stated therein,
shall be deemed equivalent to such notice.
SECTION 13.4 SEAL.
The Fund seal, if any, shall be held by the Secretary. The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner
reproduced, provided that the affixing of the Fund seal to an instrument shall not give the
instrument additional force or effect, or change the construction thereof, and the use of the Fund
seal is not mandatory.
SECTION 13.5 LOANS TO DIRECTORS AND OFFICERS PROHIBITED.
No loans or
advances shall be made by the Fund to any of its directors or officers.
SECTION 13.6 NO PRIVATE INUREMENT.
The Fund is not organized for profit and is to
be operated exclusively for one or more of the purposes set forth in Code Section 50 I (c)(3),
including, for such purposes, the mailing of distributions to organizations that qualify as exempt
organizations under Code Section 501 (c)(3), and in the promotion of social welfare in
accordance with the purposes set forth in the Fund's articles of incorporation. The net earnings,
after operational costs, shall be devoted exclusively to charitable and educational purposes and
shall not inure to the benefit of any private individual. No director or person from whom the Fund
may receive any property or funds shall receive or shall be entitled to receive any pecuniary
profit from the operation of the Fund, and in no event shall any part of the funds or assets of the
funds or assets of the Fund be paid as salary or compensation to, or distributed to, or inure to
the benefit of any director.
SECTION 13.7 LIMITATIONS ON ACTIVITIES.
The Fund shall not carry on propaganda, or
otherwise attempt, to influence legislation (beyond insubstantial activity permitted by Code
Section 501 (c)(3) or as otherwise provided in Code Section 501 (h)), or participate in, or
intervene in (including the publishing or distributing of statements), any political campaign on
behalf of (or in opposition to) any candidate for public office, or otherwise carry on any activity
not permitted to be carried on by an organization exempt from federal income taxation under
Code Section 501 (c)(3) (and not a private foundation within the meaning of Code Section 509
(a)) or an organization to which contributions are deductible under Code Sections 170 (c)(2),
2055(a)(2) and 2522(a)(2).
SECTION 13.8 DISSOLUTION.
Upon dissolution. the Fund shall adopt a plan of
dissolution for-the satisfaction of its liabilities and the distribution of its assets in accordance with
the laws of the State of California and the U.S. Internal Revenue Code. The Marine Corps,
Scholarship Fund, Inc., an IRC § 501 (c)(3) corporation, headquartered in Alexandria, Virginia,
will be the first choice to receive said assets if eligible and in existence.
SECTION 13.9 REFERENCES TO INTERNAL REVENUE CODE.
All references in these
bylaws to provisions of the Internal Revenue Code, or Code, are to the provisions of the Internal
Revenue Code of 1986, as amended, and shall include the corresponding provisions of any
subsequent federal tax law.
CERTIFICATE OF SECRETARY
I hereby certify that I am the duly elected and acting Secretary of the First Marine
Division Scholarship Fund, Inc., a California nonprofit public benefit corporation, and
that the foregoing Bylaws constitute the bylaws of said corporation as duly adopted by
the Board of Directors of the Fund on , __________, 2013.
IN WITNESS WHEREOF, I have hereunto set my hand this __day of
______ , 2013.
SF 1387035 v3
8/8/07 10:45 AM (96I73.0001)
OBJECTIVE: To assist dependents of deceased or 100% permanently disabled veterans of service with the 1st Marine Division in furthering their education towards a bachelor's degree.
POLICY: Grants of up to $1,750 per academic year are awarded to full time, undergraduate students who are attending an accredited college, university, or higher technical trade school, up to a maximum of four years. Neither graduate study requests nor applications at the high school or prep school level are accepted. Payments are made directly to the educational institution.
ELIGIBILITY: Limited to dependents of honorably discharged veterans, now deceased from any cause or totally and permanently disabled, who served in a unit that was part of, attached to, or operating in support of, the 1st Marine Division. Beneficiaries who marry before completion of the course, or who fail to complete an academic year for reasons other than scholastic, must reapply before benefits may be resumed.
SCOPE: The scholarship program is supported entirely by voluntary donations from Association members. Since the start of the program, some 522 students have received more than $2.2 million in tuition assistance.
PROCEDURE: Prospective applicants who consider themselves eligible should follow the application instructions below:
INSTRUCTIONS: In order to verify the 1st Marine Division related period of service of the deceased or 100% and permanently disabled veteran sponsor, please complete the Standard Form 180 (or get more info first) and mail directly to the National Personnel Records Center, GSA (Military Personnel Records), 9700 Page Boulevard, St. Louis, MO 63132. When a veteran sponsor's DD214 is locally available and indicates 1st Marine Division service, return a copy with this instruction sheet. That will expedite processing of this application.
In addition, the following information must be provided to this office:
1._____An official copy of the death certificate of the applicant's sponsor under the seal of an Office of Vital Statistics or:
2._____An Affidavit from the Veteran's Administration attesting to the 100% and permanent disability of the applicant's sponsor. Failure to state both 100% and permanent will result on rejection of the application.
3._____A official copy of the applicant's birth certificate under the seal of an Office of Vital Statistics.
4._____The name, address and telephone number of the applicant's parent. guardian, or whoever stands in loco parentis.
5._____The name of the college, university or higher technical trade school which the applicant attends or plans to attend and the anticipated graduation date.
6._____The name of the high school in which the applicant is currently enrolled.
7._____A statement indicating that the applicant will either live on campus or daily commute to school from a specified home address.
8._____Recent photograph of the applicant.
9._____The applicant's Social Security Number and telephone number.
10_____A letter from the prospective scholar describing goals and aspirations.
Upon receipt of the foregoing by this office, the applicant will be further advised.