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MISSION STATEMENT, ARTICLES OF INCORPORATION

& BYLAWS (Revised July 12. 2025)

 

THE POET TREE, INCORPORATED

dba THE SACRAMENTO POETRY CENTER

founded 1979, Sacramento, California

 

(some confidential personal information, such as home addresses is redacted)

 

*

 

MISSION STATEMENT

 

The Sacramento Poetry Center’s mission is to promote and advance

the practice and application of poetry and the literary arts in our community,

to enliven and extend the cultural boundaries

of Sacramento’s literary arena by creating and maintaining forums

for local writers; to support and empower emerging and established poets,

and to bring the best practitioners of the craft into the community.

 

*

 

ARTICLES OF INCORPORATION

 

of

 

THE POET TREE, INCORPORATED

 

 

Article 1

 

The name of this corporation shall be The Poet Tree, Incorporated.

 

Article 2

 

The purposes for which this Corporation is formed are:

(a) The specific and primary purposes are to provide an ongoing structure that will enhance public recognition and appreciation of the literary arts, and engender cultural and artistic support for writers and poets within the community at large, through educational services, publications, and through media presentations and other vehicles of expression; in an atmosphere of mutual trust and respect among participants and in an awareness of the needs of the community served; and to perform all other acts necessary or incident to the above, but to engage only in activities which are charitable and educational and are entitled to charitable and educational status for tax purposes under federal, state and local law.

(b)  The general purposes and powers are to have and to exercise all rights and Powers conferred on non-profit corporations under the laws of California, including the power to contract, rent, buy or sell personal or real property, provided however, that this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of this corporation.

(c)  No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publication or distribution of statements) on behalf of any candidate for public office.

 

Article 3

 

This corporation is organized pursuant to the General Non-profit Corporation Law of the state of California. This corporation does not contemplate pecuniary gain or profit to the members thereof and it is organized for nonprofit purposes.

 

Article 4

 

The principal office for the transaction of the business of this corporation is located in the County of Sacramento, State of California.

 

Article 5

 

The general management of the affairs of this corporation shall be under the control, supervision and direction of the Board of Directors.  The names and addresses of the persons who are to act in the capacity of incorporating directors until the selection of their successors are:

 

1. Teresa Sullivan Address*

2. Mark Wallace Address*

3. Jeffrey Kinsley Address*

 

(*Addresses are included in the original text of the articles, and on file with the state; redacted here. All lived in the City of Sacramento, County of Sacramento, State of California.)

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Article 6

 

The authorized number and qualifications of members of the corporation, the different classes of membership, the property, voting and other rights and privilege of members, their liability to dues and assessments and the method of collection thereof, and other operational procedures, shall be set forth as in the bylaws.

 

Article 7

 

The property of this Corporation is irrevocably dedicated to charitable purposes, and no part of the net income or assets of this organization shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private individual. Upon dissolution or winding up of the corporation, its assets remaining after payment of, or provision for payment, of all debts and liabilities of this corporation, shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes, and which has established its tax exempt status under Section 501 (c)(3) of the Internal Revenue Code. If this Corporation holds any assets in trust, or a corporation is formed for charitable purposes, such assets shall be disposed of in such manner as may be directed by decree of the superior court of the county in which the corporation has its principal office, upon petition therefore by the Attorney General or by a person concerned in the liquidation, in a proceeding to which the Attorney General is a party.

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IN WITNESS THEREOF, the undersigned, being the persons herein-above named as the first directors, have executed these Articles of Incorporation.

 

July 11, 1979

 

(signed)

Teresa Sullivan

Mark Wallace

Jeffrey Kinsley

​

BYLAWS

of

The Poet Tree, Incorporated

dba The Sacramento Poetry Center

(Amended, July 12, 2025)

 

 

ARTICLE 1

PURPOSE

 

The specific and primary purposes for which this corporation is formed are as described in Article 2, Section A of the Articles of Incorporation of the Poet Tree, Incorporated, filed in the office of the Secretary of State of the State of California in July of 1979:

 

“Articles of Incorporation

Article 2

 

The purposes for which this Corporation is formed are:

(a) The specific and primary purposes are to provide an ongoing structure that will enhance public recognition and appreciation of the literary arts, and engender cultural and artistic support for writers and poets within the community at large, through educational services, publications, and through media presentations and other vehicles of expression; in an atmosphere of mutual trust and respect among participants and in an awareness of the needs of the community served; and to perform all other acts necessary or incident to the above, but to engage only in activities which are charitable and educational and are entitled to charitable and educational status for tax purposes under federal, state and local law.”

 

In addition, our purpose is the performing of all things incidental or appropriate in the achievement of these things (and those included in our mission statement) and other exclusively charitable purposes as the Board of Directors may occasionally authorize or approve.

 

The corporation will hold and may exercise all such powers as may be conferred upon a nonprofit corporation, provided, that in no event the corporation engages in activities which are not charitable in nature.

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ARTICLE 2

MEMBERS AND MEETINGS

 

Section 1. Classes of Membership

There are three classes of members of this corporation. The first class of members is known as Board of Directors, the second class of members is known as Advisory members, and the third class of members is known as General (dues-paying) members.

 

No member will have any property, voting, or other interest in the assets or affairs of this corporation except as provided in these Bylaws. All categories of members must be dues-paying members of the organization (except by express approval by the Board in the case of some advisory members whose contributions and participation warrant it) and will receive all the benefits of standard membership.

 

Section 2. Board of Directors

 

The primary members of this corporation are its seven (7) member Board of Directors which includes its elected officers.

 

(Administrative staff, and all individuals serving on the corporation’s standing or ad hoc committees — who are not sitting Board Members — approved by the Board and appointed by the president of this corporation are adjunct to Board members.)

 

Section 3. Advisory Board Members

 

The Advisory members of this corporation will be persons whose advice is deemed constructive and useful for specific reasons or projects adhering to our primary purposes. They are appointed by the president with counsel from the Board of Directors. While they can be reappointed, their position concludes when the matter on which they are advising concludes, or at the annual election of Board members.

 

Section 4. General, Dues-Paying Members

 

The general members of this corporation are all persons who hold a current dues-paying membership. Persons who donate funds, property, or services to this corporation without the specific intention of becoming a general member may be granted an “in kind” membership by the Board.

 

Section 5. Voting and Other Rights of Members

 

Each Board of Directors member of this corporation is entitled to one equal vote on each matter proposed for a vote by members of the Board.

Voting at duly held Regular meetings will be by voice vote. Election of Directors, however, will be by ballot. (Officers are elected by voice vote following the election of the Board.) Board members may participate in membership meetings and may serve on committees.

 

Advisory members may participate in membership meetings and serve on committees in an advisory or consultant capacity, but do not have a vote (outside of committees). They will receive notification of the corporation’s activities as the Board determines.

 

General dues-paying members may participate in membership meetings and committee meetings (by invitation) in an advisory or consultancy capacity as the Board determines, and are notified of Annual Meetings. They do not have a vote.

 

Section 6. Regular Meetings

 

Regular meetings of the Board of Directors will be held on the first Thursday of each month at 6 p.m., at the principle office of the organization (or another agreed upon date or location, with notice) unless the day falls on a legal or traditional holiday, in which case the meeting may be held at an arranged alternative date and time as soon thereafter as is practical.

 

The Board will hold at least ten meetings per year (with meetings generally not held in August and December unless urgent matters arise). The specifics of date, time and place of Regular meetings may be changed by Board resolution, if needed — temporarily or permanently —  with advance notice, without the need to amend the Bylaws. Occasionally, the meeting may be held remotely via agreed upon platform.

 

Section 7. Annual Meeting

 

The Annual Meeting of all classes of members of this corporation will be held at the principle office of the corporation (or a place determined by resolution of the Board of Directors) on a date following soon after the close of the fiscal year, preferably within the following seven days (or as soon thereafter as is practical). This date will be determined at the meeting prior to the close of the fiscal year.

 

The purpose of the Annual Meeting will be to discuss general issues of concern to all classes of membership — who are welcome to attend — as well as any other organization business, and will conclude with the election of Directors and Officers of the Board.

 

At the conclusion of the elections, the Secretary will record the results and collect any information needed to update the Board roster.

Section 8. Special Meetings

 

Special meetings of the Board of Directors to address urgent or time-sensitive matters may be called at any time by the president of the corporation, or by a coalition of two or more members of the Board of Directors. Such meetings will be held in the principle office of the organization, or remotely via agreed upon platform, at an agreed upon date and time as soon as is practical. Actions taken at any Special meeting will be valid if an appropriate quorum is present, otherwise they will function as informational.

 

Five (5) members of the Board of Directors constitutes a 2/3 quorum for most transactions of business at any Special meeting of the Board, including voting procedures to elect a single member to the Board.

 

However, no action will be taken on any of the following proposals at any Special meeting unless advance written notice of the specific nature of the business or proposal has been given, and a 2/3 quorum is assembled:

 

a.) a proposal to amend the Articles of Incorporation or Bylaws; or

 

b.) a proposal to remove a Director or fill a vacancy on the Board of Directors; or

 

c.) a proposal to wind up and dissolve the corporation (per the Articles of Incorporation, Article 7).

 

Section 9. Notice of Regular and Annual Meetings

 

Notice of the time and place of all Regular Board meetings, and the Annual Meeting of members will be communicated to members at least seven days prior to such meeting. Notice for Special meetings may vary.

 

Section 10. Quorum for Regular and Annual Meetings

 

A quorum for any Regular meeting of the members of the Board of Directors is at least one-half (simple majority) of the sitting members. If there are fewer than that, the meeting may proceed in discussion, and be documented, but participants may not engage in voting. (If necessary, Board members may attend the meeting remotely via agreed upon platform.)

 

For the elections at the Annual Meeting, the quorum required to complete the election process is 2/3 of the sitting Board members.

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Section 11. Action by Members: Voting

 

The affirmative vote of any appropriate quorum of Board members at a meeting is necessary for the adoption of a motion or resolution, and for the election of Directors, and for the determination of all questions and business which may come before the Board, unless otherwise required under the Articles of Incorporation or of the Bylaws of this corporation.

 

Section 12. Action by Unanimous Written Consent Without Meeting

 

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board individually or collectively consent in writing (including electronically) to it; it will have the same force and effect as a vote at a meeting. Any documentation filed which relates to the vote will state that the action was taken by written consent authorized by these Bylaws.

 

Section 13. Liabilities of Members

 

No person who is now, or who later becomes, a member of this corporation is personally liable to its creditors for any indebtedness of liability, and any and all creditors of this corporation will look only to the assets of this corporation for payment.

 

Section 14. Membership Certificates

 

The Board of Directors may issue certificates of membership for each class of members.

 

 

ARTICLE 3

Board OF Directors

 

Section 1. Powers

 

The Board of Directors has general power to control and manage the affairs and property of the corporation, and full power, by majority vote, to adopt rules and regulations governing the action of the Board of Directors, and full authority with respect to the distribution of payment of moneys received by the corporation — provided that the fundamental and basic purposes of the corporation, as expressed in the Articles of Incorporation, are not amended or changed — and that the Board of Directors will not permit any part of the net earnings or capital of the corporation to inure to the benefit any private individual.

 

Section 2. Duties

 

It is the duty of the Directors to:

 

a.) perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by the Bylaws; and

 

b.) appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation: and

 

c.) supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly, and according to our mission; and

 

d.) provide opinions and suggestions for the direction of programming such as events, workshops, and publications, and the quality and diversity of such programming and their attendant responsibilities such as outreach and marketing; and

 

e.) provide ideas and information about sources for fundraising; and

 

f.) meet at such times and places as required by these Bylaws; and

 

g.) register their email address, phone number, and physical address with the Secretary of the corporation, and notify them of any changes to their contact information. Notices of meetings made to such addresses are to be considered valid notices.

 

Section 3. Numbers, Qualifications, Election, and Term of Office

 

The Board of Directors will consist of seven (7) members (in the stead of the persons noted in the Articles of Incorporation dated July 11, 1979).

 

Members of the Board of Directors will be persons whose interests intersect with our Articles of Incorporation and Mission Statement, and any Code of Conduct embraced and approved by the Board, and the tenets set forth in these Bylaws, and who are dues-paying members. In certain situations, the Board may decide to grant a dues-paying membership to qualify a candidate.

 

Seven (7) Directors will be elected each year at the annual meeting, and each Director so elected will continue in office until a successor is elected, unless extenuating circumstances require their departure. Directors may succeed themselves in office if re-elected.

 

The primary purpose of the Board is to govern and oversee the organization, ensuring it operates effectively and ethically to fulfill its mission; to set the strategic direction, provide financial oversight, and hold the organization accountable for its actions; and in general to act as the fiduciary responsible for the long-term well-being of the organization.

 

Any Director may be removed, with cause, at the Annual meeting or a Regular meeting, or a Special meeting called for that purpose, by the majority vote of no less than five (5) sitting Board members (2/3 Vote).

 

Cause will include:

 

a.) absences without specific approval by the Board from three successive meetings; and

 

b.) any action of the Board member which is deemed detrimental to the interest of furthering the primary purposes and objectives of the corporation as stated in the Articles of Incorporation, or in unresolvable discord with any Code of Conduct embraced and approved by the Board.

 

Section 4. Vacancies

 

Any vacancy occurring in the Board of Directors may be filled at the election of the Directors at the annual meeting, or at a Special meeting fully called for that purpose, or at a Regular meeting.

 

Section 5. Candidates

 

Candidates for potential future Board of Directors members may be suggested by sitting Board members, advisors, and dues paying members, or any community member.

 

Qualifications for being an ideal candidate include being at least somewhat engaged in the organization’s activities, being familiar with our Bylaws, being a dues-paying member, and attending at least three successive board meetings to become familiarized with the workings of the Board, and present ideas and feedback to the Board. It is not necessary that the person is a poet. It is beneficial if the person has some sort of experience or education in the arts or arts administration, but is not required.

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Section 6. Compensation

 

No Director of this corporation will receive, directly or indirectly, any salary, compensation, or emolument in their capacity as Director; the Board may authorize reimbursement, in certain extreme cases, of reasonable expenses incurred by Board members in connection with attendance at Board meetings; and for reimbursements.

 

 

ARTICLE 4

OFFICERS

 

Section 1. Number and Qualifications

 

The officers of the corporation will consist of a president, a vice-president, a secretary, a treasurer, and such other officers as the Board of Directors may from time to time appoint. While not recommended, two or more offices may be held by the same person, except for the offices of president and secretary.

 

Section 2. Election and Term of Office

 

The officers of the corporation will be elected annually by the Board of Directors at the Annual/General meeting immediately following the election of seven (7) Directors. If, in extenuating circumstances, the election of officers is not held at the meeting, the election of officers will be held as soon thereafter as is practical.

 

When vacancies exist, they may be filled as soon as a candidate is identified, vetted, qualified, and duly elected at any meeting of the Board of Directors.

 

Special circumstances notwithstanding, each officer will hold office until their successor is duly elected.

 

Section 3. Removal

 

Any officer of the corporation may be removed with cause by a majority vote of a 2/3 quorum of Directors (see Article 3, Section 3).

 

Section 4. President

 

The president is the principal executive officer of the corporation and will, in general, supervise and conduct the activities and operations of the corporation. They have general supervision of the affairs of the corporation, and will keep the Board of Directors fully informed, and freely consult with them concerning the activities of the corporation. They may sign, with the secretary or any other proper officer of the corporation authorized by the Board of Directors in the name of the corporation, all contracts and documents authorized either generally or specifically by the Board. They will preside at all meetings of the Board of Directors and of The Poet Tree, Incorporated. They will perform such other duties as may from time to time be assigned to them by the Board of Directors.

 

Section 5. Vice President

 

The vice president will have such powers and duties as may be assigned to them by the president or the Board of Directors. In the absence of the president, the vice president will, in general, perform the duties of the president.

 

Section 6. Secretary

 

The secretary will act as secretary of all the meetings of the Board of Directors, and keep the minutes of all such meetings in books proposed for that purpose, as well as any relevant special documents. They will attend to the giving and serving of all notices of the corporation, and see that the logo of the corporation is affixed to all documents as duly authorized by the provisions of these Bylaws. They will perform all other duties customarily relevant to the office of secretary, subject to the control of the Board of Directors, and will perform additional duties as might from time to time be assigned to them by the Board of Directors.

 

Section 7. Treasurer

 

The Treasurer will have custody of all funds of the corporation. They will keep, or cause to be kept, full and accurate accounts of receipts and disbursements of the corporation, and deposit all moneys and other valuable effects of the corporation, and perform all duties customary to the position of treasurer, subject to the control of the Board of Directors. The treasurer will be required to prepare an annual accounting statement which will be presented to the Board of Directors at their Annual meeting, and apprise the Board, at Regular meetings, of the status of assets of the corporation, and any financial concerns.

 

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ARTICLE 5

COMMITTEES

 

Section 1. Committees of Directors

 

The Board of Directors, by resolution adopted at a duly noticed meeting of the Board of Directors in office, may designate an executive committee, which will consist of two (2) or more Directors, and, to the extent provided for, will have and exercise the authority of the Board of Directors in management of the committee.

 

Section 2. Standing and Ad Hoc Committees

 

The corporation may create permanent standing or ad hoc committees designated by the Board by simple majority vote to address ongoing operations (such as fund raising, publications, programs, marketing, and outreach) as deemed necessary. A committee may vary in size as needed, which will be agreed upon by a simple majority of the Board. Any member of any committee may be removed from the committee by the person or persons authorized to appoint such member (usually the chair) whenever, in their judgment, the best interest of the corporation will be served by such removal.

 

Section 3. Term of Office

 

Each member of a committee will continue as such until their successor is appointed, unless the committee is terminated, or unless the member is removed from the committee, or unless the member ceases to qualify for the committee.

 

Section 4. Chairperson

 

One member of each committee will be appointed chairperson of the committee.

 

Section 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 appointment.

 

Section 6. Quorum

 

Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee constitutes a quorum and the act of a majority of the members present at a meeting at which a quorum is present will be considered be the act of the committee.

 

Section 7. Rules

 

Each committee may adopt rules for its own governing, so long as such rules are not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

 

 

ARTICLE 6

CONTACTS, CHECKS, DEPOSITS, AND FUNDS

 

Section 1. Contracts

 

The Board of Directors may authorize any officer or officers 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. Such authority must be in writing and may be general or confined to specific transactions.

 

Section 2. Checks, Drafts, etc.

 

All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation will be signed by such officer or officers of the corporation and in such manner as may be determined by written resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments will be signed by the treasurer and countersigned by the president of the corporation.

 

Section 3. Deposits

 

All incoming funds of the corporation will be deposited on a Regular basis to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

 

Section 4. Gifts

 

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or device for the general purposes or for any special purpose of the corporation.

 

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ARTICLE 7

OFFICES AND BOOKS

 

Section 1. Office

 

The office of the corporation will be located at such a place as the Board of Directors may from time to time determine.

 

Section 2. Books

 

The office of the corporation will house correct books of account of the activities and transactions of the corporation, including a minute book which will contain a copy of the Articles of Incorporation, a copy of these Bylaws, all minutes of the Board of Directors, and tax documents affirming our non-profit status; it will also house all accurate and organized files and records of the activities of the organization.

 

 

ARTICLE 8

CORPORATE LOGO

 

The logo of the corporation can be of any shape, and be updated or changed from time to time as the organization deems fit. It should include whatever graphic element as is decided, and the name of the organization. It may also included the year of the organization’s establishment. It will be affixed to all official communication, documents, stationery, publications, and marketing pieces.

 

 

ARTICLE 9

FISCAL YEAR

 

The fiscal year will begin January 1 and will end December 31.

 

 

ARTICLE 10

AMENDMENTS

 

Amendments to these Bylaws may be adopted by resolution of the Board of Directors, and by the affirmative vote or written consent of two-thirds (2/3) of the number of voting members representing a quorum.

 

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ARTICLE 11

PROHIBITION AGAINST SHARING CORPORATE PROJECTS AND ASSETS

 

No member, Director, officer, employee, or other person connected with this corporation or any private individual, will receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision will not prevent payment to any such person of reasonable compensation for services performed for the corporation in affecting any of its purposes as will be fixed by resolution of the Board of Directors; and no such person or persons will be entitled to share in the distribution of, and will not receive, any of the corporate assets on dissolution of the corporation. All members, if any, of the corporation will be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors will be distributed as required by the Articles of Incorporation of The Poet Tree, Incorporated, and not otherwise.

 

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WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS

 

We, the undersigned, are all persons named as current, elected members of the Board of Directors of the Poet Tree, Incorporated, a California Corporation; and pursuant to the authority granted to the Directors in Article 6 of the Articles of Incorporation, and by Article 3, Section 1 of these Bylaws, hereby do adopt the foregoing Bylaws, consisting of 11 Articles and subtext, as the Bylaws of The Poet Tree, Incorporated (dba The Sacramento Poetry Center).

 

(The original 1979 Bylaws were dated: 7/24/79

and signed in the original by the three persons named below

and verified on July 26, 1979 by Mark Wallace, Secretary.

 

Theresa Sullivan, Director

Mark Wallace, Director

Jeff Kinsley, Director)

 

 

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CERTIFICATE

 

This is to certify that the foregoing is a true and correct copy of the amended Bylaws of the Poet Tree, Incorporated (dba The Sacramento Poetry Center) as of July 12, 2025, and that such Bylaws were duly adopted by the Board of Directors of the Poet Tree, Incorporated on July 12, 2025.

 

Any changes to this document require a 2/3 vote of the sitting Board of Directors.

 

The Revised Bylaws as they appear above are approved by 6 of 7 members of the current Board of Directors and signed by the following members (representing a full quorum) of the sitting Board of Directors:

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(signed in the original)

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Patrick Grizzell

Oswaldo Vargas

Phyllis Hayes

Julia Connor

Chianne Carrier (Cloudy)

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Dated: July 12, 2025

Verified by Oswaldo Vargas, Secretary

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*

 

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