1. Name The name of this organization shall be the San Gorgonio Pass Community Foundation (SGPCF), herein referred to as the Pass Community Foundation.

2. Mission The Pass Community Foundation is dedicated to fostering economic mobility, supporting affordable living, and advancing educational and workforce opportunities. Through community and place-based solutions, we promote sustainable development and active transportation, creating an inclusive region where all residents can thrive with dignity. 

 For clarity and consistency, the following key terms are defined:

1. Economic Mobility: The ability for individuals and communities to improve their economic status and well-being through access to resources, education, and opportunities.
2. Housing Affordability: Policies and initiatives that ensure individuals and families can secure housing that costs no more than 30% of their income.
3. Intersectional Justice: A framework that acknowledges how various forms of inequality (race, gender, class, etc.) intersect and work together to perpetuate systemic oppression.
4. Community and Place-Based Solutions: Approaches that are designed with and for the community, taking into account the unique social, economic, and environmental contexts of the region.
5. Affordable Living: A set of policies and initiatives that ensure that the cost of housing, transportation, and other essential services is within reach for residents, promoting overall economic stability and quality of life.
6. Active Transportation: Modes of transportation that rely on physical activity, such as walking, biking, or other forms of non-motorized transport, contributing to healthier lifestyles and more sustainable urban environments.
7. Sustainability: Practices and initiatives that meet the needs of the present without compromising the ability of future generations to meet their own needs, focusing on economic, social, and environmental well-being.
8. Community-Led Initiatives: Projects and programs that are planned, developed, and implemented with direct involvement and leadership from community members, ensuring that solutions reflect local needs and priorities.
9. Economic Development: Efforts aimed at improving the economic well-being of a community by creating jobs, supporting workforce development, and fostering economic mobility.
10. Workforce Opportunities: Initiatives aimed at expanding access to jobs, skills training, and career advancement, ensuring that residents have the ability to improve their livelihoods and contribute to the region’s economic growth.

1. General Membership The foundation shall not have general members but will be governed by a Board of Directors.  

1. Board Composition The Board shall consist of at least 5 and no more than 9 members in the foundation’s initial stages, with the possibility of increasing this number by Board vote as the Foundation’s needs evolve. The composition of the Board shall reflect the diversity of the community, with at least 30% from historically marginalized groups.
2. Roles and Responsibilities

• Chairperson: Provides leadership, convenes meetings, ensures equitable participation, and liaises with external partners.
• Vice Chairperson: Assists the Chair and assumes responsibilities in their absence.
• Treasurer: Manages and reports on finances, ensuring transparency and alignment with mission goals.
• Secretary: Maintains meeting minutes, handles correspondence, and ensures inclusive communication practices.
• Board Members: Participate actively in decision-making, strategic planning, and early-stage development, while championing equity and community well-being.

1. Shared Roles in Early Stages: During the initial stages, board members may hold multiple officer roles or share responsibilities as needed to ensure the Foundation’s operations are efficient and collaborative.
2. Term Length Each Director shall serve a term of 2 years, renewable for up to 3 consecutive terms. After a one-year break, individuals are eligible for re-election.
3. Nominations and Elections In the early stages, new Board Members shall be nominated through an informal consensus process among existing members. As the organization grows, a formal Nominations Committee shall be established to manage this process.
4. Board Removal and Vacancies Directors may be removed by a 2/3 majority vote for non-performance, violations of the mission, or failure to uphold principles of equity. Vacancies will be filled by a majority vote of the remaining Board members.
5. Conflict of Interest Policy Board members must disclose any actual or perceived conflicts of interest regarding decisions where personal, professional, or financial gain may arise. Such members shall abstain from voting on related issues.
6. Accountability for Decision-Making All board decisions must align with the Foundation’s mission and values, with an emphasis on transparency, fairness, and community benefit. Board members will be accountable to the broader community for upholding these standards. In the event that a 2/3 majority vote cannot be achieved and there is a deadlock on critical decisions, the issue shall be tabled until the next board meeting or a special meeting may be called to readdress the issue.
7. Shared Roles Annual Review The Board shall conduct an annual review of shared roles and responsibilities to assess whether they remain effective, and if needed, adjust to fit the foundation’s evolving capacity.

1. Frequency The Board shall meet quarterly. In the early years, meetings may be more frequent to address immediate operational and strategic needs.
2. Quorum A quorum for decision-making shall be 50% of the Board, with at least one officer present. If fewer board members are available, the quorum requirement may be lowered to accommodate the smaller size, provided no fewer than 3 board members are present.
3. Voting Each Director shall have one vote. Decisions will be made by consensus where possible. If consensus cannot be reached, a 2/3 majority vote shall suffice.
4. Emergency Powers In the event of an emergency or urgent situation, the Chairperson, in consultation with at least two other officers, may take temporary action to ensure the Foundation’s continued operations. Such actions must be reviewed and ratified by the full Board at the next scheduled meeting.
5. Crisis Quorum In times of crisis, where gathering a quorum is impractical, the Board may temporarily reduce the quorum requirement by majority vote to ensure timely decision-making, provided no fewer than 3 board members are present.

1. Purpose The Pass Community Foundation is committed to a restorative and inclusive process for resolving conflicts within the Board and with the broader community.
2. Process

• All conflicts shall first attempt to be resolved through facilitated discussions with a trained mediator.
• If unresolved, the Board may call upon external support for conflict resolution. As a last resort, arbitration may be considered.

1. Amendment Process Amendments to these bylaws may be proposed by any Board member. A 2/3 majority vote is required to adopt changes. 

1. Annual Reports and Financial Audits In its early stages, the Pass Community Foundation will produce simplified annual reports and financial statements. As capacity grows, more detailed reports and audits will be produced to align with the foundation’s increasing responsibilities and size.
2. Public Access These reports will be publicly available and shared with the community to foster transparency and accountability, ensuring that the Foundation’s operations remain in line with its mission and values.
3. Reserve Fund Usage The financial reserve may only be used in cases of financial emergency or when critical programmatic opportunities arise. Authorization to use the reserve must be approved by a 2/3 majority vote of the Board.
4. Partnership Accountability All partnerships or collaborations with external organizations must align with the Foundation’s mission and values. The Board shall review and approve any formal partnership agreements to ensure consistency with the Foundation’s goals. 

1. Strategic Planning Process The Pass Community Foundation shall engage in a simplified strategic planning process every 3-5 years. In the early years, this process will focus on short-term goals, capacity-building, and identifying immediate community needs. As the Foundation grows, the planning process will expand to include long-term strategic goals.
2. Public Input The Foundation will gather community feedback through informal surveys and outreach in the early years. More structured public forums and engagement efforts will be introduced as the Foundation grows.
3. Community Advisory Group (Optional) The Foundation may, at its discretion, create an informal advisory group of community members to provide input on key initiatives, especially in grant evaluations or community-driven projects. This group shall not hold formal voting power but will offer insights and guidance to the Board. 

1. Commitment to Justice The Pass Community Foundation shall abide by a code of ethics rooted in equity, intersectional justice, and sustainability. All board members, employees, and partners must act in a manner consistent with these values.  

1. Dissolution Process In the event of dissolution, all remaining assets shall be distributed to nonprofit organizations with similar missions that uphold principles of equity and community well-being.