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HomeMy WebLinkAbout04/22/24 BAKERSFIELD COMMUNITY LAND TRUST SPECIALBAKERSFIELD COMMUNITY LAND TRUST AGENDA SPECIAL MEETING April 22, 2024, 2:00 p.m. City Hall North Conference Room A 1600 Truxtun Avenue 1. CALL TO ORDER 2. ROLL CALL 3. PUBLIC STATEMENTS a. Agenda Item Public Statements b. Non -Agenda Item Public Statements 4. APPOINTMENTS a. Confirmation of the Initial Board of Directors, appointment of City Directors and selection of Chair and Vice Chair 1. Andrae Gonzales, Vice Mayor 2. Bruce Freeman, Councilmember 3. Bob Smith, Councilmember Recommended Action: Confirm the Initial Board of Directors and Appointment of City Directors by majority a vote Recommended Action: Selection of Chair and Vice Chair by a majority vote 5. RESOLUTION RATIFYING THE ARTICLES OF INCORPORATION AND ADOPTING THE BY-LAWS AND CONFLICT OF INTEREST POLICY Recommended Action: Approval of the Resolution by a majority vote 6. ELECTION OF OFFICERS a. Election of the following Officers: 1. President - Christian Clegg 2. Treasurer - Randy McKeegan 3. Secretary - Julie Drimakis Recommended Action: Elect the above officers by majority vote 7. NEW BUSINESS a. Resolution of the Bakersfield Community Land Trust establishing a bank account and authorizing signatures for checks and payment vouchers. Recommended Action: Approval of the Resolution b. Approve applying for an employer identification number (EIN), Statement of Information with the Secretary of State, and federal and state tax exempt status Recommended Action: Approve applying for an employer identification number (EIN), Statement of Information with the Secretary of State, and federal and state tax exempt status C. Discussion of process to appoint and elect At -Large Directors Recommended Action: Provide direction to officers d. Approval of the Bakersfield Community Land Trust Regular meeting calendar for May through December 2024 Recommended Action: Approval of the calendar and annual meeting for 2024 8. DIRECTOR COMMENTS 9. ADJOURNMENT Page 2 of 38 BAKERSFIELD COMMUNITY LAND TRUST MEETING DATE: April 22, 2024 AGENDA CATEGORY: Appointments 4.(a.) TO: Bakersfield Community Land Trust Board of Directors FROM: Julie Drimakis, City Clerk DATE: April 5, 2024 SUBJECT: 2024 Special Meeting — Appointments RECOMMENDATION: Confirm the Initial Board of Directors, Appointment of City Directors and selection of Chair and Vice Chair. BACKGROUND: On December 13, 2023, the City of Bakersfield City Council appointed Vice Mayor Andrae Gonzales (Incorporator), Councilmember Bruce Freeman, and Councilmember Bob Smith as the Initial Directors of the Bakersfield Community Land Trust (BCLT). Per the terms of the BCLT Bylaws, the Initial Directors shall serve as the City Directors of the Corporation. Following the confirmation of the initial appointments a Chair and Vice Chair should be selected. Page 3of38 BAKERSFIELD COMMUNITY LAND TRUST MEETING DATE: April 22, 2024 AGENDA CATEGORY: 5. TO: Bakersfield Community Land Trust Board of Directors FROM: Julie Drimakis, City Clerk DATE: April 5, 2024 SUBJECT: 2024 Special Meeting — Resolution Ratifying the Articles of Incorporation and Adopting the Bylaws and Conflict of Interest Policy :11*4101 il►�i1�►1�Z��[•]►A Approval of the Resolution. BACKGROUND: At the October 11, 2023, Council meeting, the City Council approved Resolution No. 145-2023 authorizing the establishment of the Bakersfield Community Land Trust, a California nonprofit public benefit corporation (BCLT). On December 13, 2023, the council appointed Vice Mayor Andrae Gonzales as the Incorporator and Councilmember Bruce Freeman, Councilmember Bob Smith, and Vice MayorAndrae Gonzales as the Initial Directors of the BCLT. On February 27, 2024, the Articles of Incorporation of the BCLT were approved by the California Secretary of State. The Resolution being considered by the Initial Directors accomplishes the following: • Ratifies the Articles of Incorporation that were approved by the State. • Adopts the bylaws and Conflict of Interest Policy of the BCLT. The general purpose of the BCLT is to assist the City of Bakersfield in developing, constructing, financing, managing, selling, renting, subsidizing, and monitoring single- and multi -family housing for the benefit of the City and helping the City ensure that its residents are able to secure affordable housing. Attachment: Resolution Page 4 of 38 RESOLUTION NO. A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAKERSFIELD COMMUNITY LAND TRUST RATIFYING THE ARTICLES OF INCORPORATION, ADOPTING THE BYLAWS AND CONFLICT OF INTEREST POLICY OF THE BAKERSFIELD COMMUNITY LAND TRUST AND OTHER MATTERS RELATING THERETO. WHEREAS, the Bakersfield Community Land Trust (the "Corporation") is a nonprofit public benefit corporation organized and existing under the laws of the State of California (the "State") and was formed to assist the City of Bakersfield (the "City"), to ensure that its residents are able to secure housing by, among other things, developing, constructing, financing, managing, selling, renting, subsidizing, and monitoring single- and multi- family housing, and to conduct or perform any ancillary or related activity in furtherance of the forgoing, pursuant to the Nonprofit Public Benefit Corporation Law (being Part 2 of Division 2 of Title 1 of the California Corporations Code, as amended) and pursuant to the articles of incorporation (the "Articles of Incorporation") and bylaws of the Corporation (the "Bylaws"); and WHEREAS, the Articles of Incorporation as adopted by the sole incorporator and as filed with the Secretary of State of the State and bearing the file stamp and certification of the Secretary of State of the State be, and they hereby are, ratified and approved as the Articles of Incorporation of the Corporation and that they be inserted in the minute book of the Corporation; and WHEREAS, the Bylaws of the Corporation, in the form presented to the Board of Directors, which contains the Conflict of Interest Policy of the Corporation, are hereby approved and adopted as the Bylaws and Conflict of Interest Policy of the Corporation and that such Bylaws and Conflict of Interest Policy, be inserted in the minute book of the Corporation. NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE BAKERSFIELD COMMUNITY LAND TRUST DOES RESOLVE AS FOLLOWS: 1. The above recitals are true and correct and incorporated herein. 2. The Articles of Incorporation, as adopted by the sole incorporator and as filed with the Secretary of State of the State and bearing the file stamp and certification of the Secretary of State of the State be, and they hereby are, ratified and approved as the Articles of Incorporation of the Corporation and that they be inserted in the minute book of the Corporation. - Pcpggbc6 �)f Sges - 3. The Bylaws of the Corporation, which contains the Conflict of Interest Policy of the Corporation, are hereby adopted and approved as the Bylaws and Conflict of Interest Policy of the Corporation and that such Bylaws and Conflict of Interest Policy be inserted in the minute book of the Corporation. 4. The provisions of this resolution are hereby declared to be severable and if any section, phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions hereof. 5. This resolution shall be construed and governed in accordance with the laws of the State of California. 6. This resolution shall take effect immediately upon its passage. --------0000000 HEREBY CERTIFY that the foregoing Resolution was passed and adopted by the Board of the Bakersfield Community Land Trust at a special meeting thereof held on , by the following vote: AYES: BOARD DIRECTOR FREEMAN, GONZALES, SMITH NOES: BOARD DIRECTOR ABSTAIN: BOARD DIRECTOR ABSENT: BOARD DIRECTOR APPROVED AS TO CONTENT: BAKERSFIELD COMMUNITY LAND TRUST By: CHRISTIAN CLEGG President APPROVED AS TO FORM: BAKERSFIELD COMMUNITY LAND TRUST In JOSHUA H. RUDNICK General Counsel Julie Drimakis, Secretary Bakersfield Community Land Trust ,HR ag S:\Emnomic&COmmVnIT/D.-IOp\Bakersfield Comm.nity Land 1r,st\Resos\2324\RBSO.BCL1 (ArtIdes,By-La,,s,ConfiictOfl,terestPol.).docx ARTICLES OF INCORPORATION OF BAKERSFIELD COMMUNITY LAND TRUST ARTICLE I I� fV Ln For Office Use Only -FILED- Ul cn File No.: 6118844 W Ah Date Filed: 2/13/2024 The name of this corporation is "Bakersfield Community Land Trust" (hereinafter referred to as the "Corporation"). ARTICLE II A. This Corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the California Nonprofit Public Benefit Corporation Law for charitable purposes. B. The specific purpose of this Corporation is to lessen the burdens of government by assisting the City of Bakersfield. California (the "City") to ensure that its residents are able to secure housing by, among other things, developing, constructing, financing, managing, selling, renting, subsidizing, and monitoring single- and multi- family housing, and to conduct or perform any ancillary or related activity in furtherance of the foregoing. Subject to Article IV.B of these articles, this Corporation shall be permitted to conduct other lawful activities permitted under the California Nonprofit Public Benefit Corporation Law. C. This Corporation is formed for the benefit of, and to carry out the purposes of, the City by helping the City ensure that its residents are able to secure decent and affordable housing and thereby lessen the burdens of government within the meaning of Internal Revenue Code Section 501(c)(3). ARTICLE III The name in the State of California of this Corporation's initial agent for service of process is Ms. Julie Drimakis, c/o City of Bakersfield. 1600 Truxtun Avenue, Bakersfield, California 93301. The principal office of the Corporation is located at 1600 Truxtun Avenue, Bakersfield, California 93301. ARTICLE IV A. This Corporation is organized exclusively for charitable purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. 0 ca 0 N Ah Un 0 0 N- �C n !u N- Fh G N- Iu -- Page 1 of 3 Pages -- Page 7 of 38 B. Notwithstanding any other provision of these articles, this Corporation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (ii) by a corporation, contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code, or the corresponding section of any future federal tax code. C. No substantial part of the activities of this Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this Corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of or in opposition to any candidate for public office. D. The Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of its primary purposes. ARTICLE V A. The property of this Corporation is irrevocably dedicated to charitable purposes and no part of the net earnings or assets of this Corporation shall ever inure to the benefit of (or be distributable to) any director or officer of this Corporation or to the benefit of any private person or individual, except that this Corporation shall be authorized or empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its charitable purposes. B. Upon the dissolution or winding up of this Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Corporation shall be distributed to the City for public purposes. In the alternative, the City may designate 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, or the corresponding section of any future federal tax code, to receive such assets. In the event that the City does not accept any asset of this Corporation on dissolution or designate a recipient, then any such asset 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, or the corresponding section of any future federal tax code. Cd rV Ln M I Ln Ln LD Ln Ln 0 0 N� 4L �r I� 0 Fh -- Page 2 of 3 Pages -- Page 8 of 38 ARTICLE VI These Article of Incorporation shall become effective on the date these Article of Incorporated are filed with the Secretary of State of the State of California. I, the undersigned, being the sole incorporator of the Corporation, do hereby declare and certify that this is m act and deed, and accordingly have hereunto set my hand this I Z-- day of Tyer3vz�n- Andrae Gonzales. Incorporator JHR/emlag S:\Economic&Communitydevelop\Bokersfield Community Land Trust\ARTICLES.OF.INCORPORATION.Final.Docx QI h7 Ln (n I Ln Ln rD m 0 w h7 0 N AM u1 0 0 3 0 r• 9L rh 0 ti a Fn -- Page 3 of 3 Pages -- Page 9 of 38 M STATE OF CALIFORNIA DEPARTMENT OF FINANCIAL PROTECTION AND INNOVATION CERTIFICATE OF APPROVAL Pursuant to Section 733 of the Financial Code, I, CLOTHILDE V. HEWLETT, Commissioner of Financial Protection and Innovation of the State of California, do hereby approve the name "Bakersfield Community Land Trust" as set forth in the attached Articles of Incorporation. of "Bakersfield Community Land Trust" Given under my hand and official seal this 31 st day of January, 2024 in the City and County of San Francisco, State of California CLOTHILDE V. HEWLETT Commissioner of Financial Protection and Innovation B Patrick Carrell Digitally signed by Patrick Carroll Y Dare: 7024.01.3111.33.33 -08'00' PATRICK C. CARROLL Licensing & Information Reporting Manager 0 w 0 N :+, ii ii II III: II II r• 0 BYLAWS OF BAKERSFIELD COMMUNITY LAND TRUST ARTICLE 1 NAME OF CORPORATION The name of this corporation is Bakersfield Community Land Trust (the "Corporation"). ARTICLE 2 OFFICES Section 2.1 PRINCIPAL OFFICE The principal office for the transaction of the business of the Corporation shall be fixed and located at 1600 Truxtun Avenue, Bakersfield, California 93301. The Board of Directors (the "Board") may change the principal office from one location to another, and this section shall be amended accordingly. Section 2.2 OTHER OFFICES The Board may at any time establish branch offices, either within or without the State of California, in order to advance the proper purposes of the Corporation. ARTICLE 3 OBJECTIVE AND PURPOSES The Corporation has been formed under the California Nonprofit Public Benefit Corporation Law for charitable purposes. No substantial part of the activities shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office. The Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the charitable purposes described in its Articles of Incorporation. The specific purpose of this corporation is to lessen the burdens of the government by assisting the City of Bakersfield, California (the "City") to ensure -- PRage i Nf as -- that its residents are able to secure housing by, among other things, developing, constructing, financing, managing, selling, renting, subsidizing, and monitoring single- and multi- family housing, and to conduct or perform any ancillary or related activity in furtherance of the foregoing. The Corporation shall be permitted to conduct other lawful activities permitted under the California Nonprofit Public Benefit Corporation Law. ARTICLE 4 DEDICATION OF ASSETS The properties and assets of this Corporation are irrevocably dedicated to charitable purposes. No part of the net earnings, properties, or assets of this Corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any Director or Officer of this Corporation. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of this Corporation shall be distributed to the City for public purposes. In the alternative, the City may designate 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 to receive such assets. In the event that the City does not accept any asset of this corporation on dissolution or designate a recipient, then any such asset 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. ARTICLE 5 DIRECTORS Section 5.1 POWERS 5.1.1 General Corporate Powers. The business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the activities of the Corporation to any person or persons, management company or committee, however composed, provided that the activities and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. -- Pmg�oi m mS -- 5.1.2 Specific Powers. Without prejudice to their general powers, the Board shall have the power to: 5.1.2.1 Select and remove the officers of the Corporation (the "Officers"); prescribe any powers and duties for them that are consistent with the law, with the Articles of Incorporation, and with these Bylaws; and fix their compensation, if any. 5.1.2.2 Change the principal executive office or the principal business office in the State of California from one location to another; cause the Corporation to be qualified to do business in any other state, territory, dependency, or country, and conduct business within or outside the State of California; and designate any place within or outside the State of California for the holding of any meeting. 5.1.2.3 Adopt, make, and use a corporate seal and alter the form of the seal. 5.1.2.4 Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation's purposes, in the Corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt, and take other actions and enter into agreements as shall be deemed necessary or appropriate by the Board. 5.1.2.5 Loans and Other Agreements. Subject to the provisions of the California Nonprofit Public Benefit Corporation Law, the Board, on behalf of the Corporation and in furtherance of its proper purposes, may make loans to, enter into leases or subleases with, or otherwise enter into agreements with, any person, and may take such collateral or other security with respect thereto and may otherwise act or enter into other agreements in connection therewith, in each case as shall deemed necessary or appropriate by the Board. -- PR, 3 i f of a s -- Section 5.2 NUMBER OF DIRECTORS Except for the Initial Board (as defined in Section 5.3), the authorized number of directors of the Corporation (the "Directors") shall be seven (7). Section 5.3 APPOINTMENT AND TERM OF OFFICE OF DIRECTORS 5.3.1 Initial Board and City Directors. The Initial Board of Directors are incorporator and Vice Mayor Andrae Gonzales, Councilmember Bruce Freeman, and Councilmember Bob Smith, and shall serve as the City Directors of the Corporation (the "Initial Board" and "City Directors"). The Initial Board shall prepare the Corporation to begin operations by attending to such matters as electing directors and officers of the Corporation, submitting the Corporation's applications for recognition of tax-exempt status and any other applicable filings or registrations, and opening bank accounts. 5.3.2 Term of City Directors. The City Directors shall consist of persons who serve as councilmembers of the City. All City Directors shall serve as a Director of the Corporation until such time as they no longer serve as a City councilmember except that the incorporator is authorized to serve as a City Director until November 2028. 5.3.3 At -Large Directors. Whenever the City Directors deem appropriate, but no later than July 1, 2024, the Initial Board shall appoint and elect four (4) At -Large Directors pursuant to a procedure established by the Initial Board. At -Large Directors shall be residents of the City who are not employees of the City or residents of housing located on land owned or managed by the Corporation (the "At -Large Directors"). Once a Resident Director is elected pursuant to Section 5.3.4, the number of At -Large Directors shall be reduced to three (3) by mutual agreement of the Board of Directors [City Directors and At -Large Directors] or pursuant to a procedure established by the Board of Directors [City Directors and At -Large Directors]. 5.3.4 Resident Director. No later than when at least one hundred individuals reside in properties owned, managed, or monitored by the Corporation, the Board shall appoint and elect a Director that is a resident of housing located on land owned, managed, or monitored by the Corporation (the "Resident Director"). The Resident Director shall not be a City Director or an At -Large Director. The Resident Director shall be selected by the Board from individuals --PR, 4 jjof s-- recommended by the residents of housing located on land owned, managed, or monitored by the Corporation pursuant to a procedure established by the Board. The recommendation process described in this Section 5.3.4 does not create voting members within the meaning of the California Nonprofit Public Benefit Corporation Law. The Board shall amend this section 5.3.4 if necessary to avoid the creation of voting memberships. 5.3.5 Term of At -Large and Resident Directors. All At -Large Directors and the Resident Director shall serve terms of three (3) years except that two of the initial At -Large Directors shall be assigned, by mutual agreement or by lot, to a two-year term. Directors may serve any number of consecutive terms. 5.3.6 The Chairman of the Board and Vice Chairman of the Board shall be selected by a majority vote of the Directors following the appointment and election of Directors at each annual meeting. Section 5.4 QUALIFICATIONS OF BOARD MEMBERS Subject to Section 5.3, any person 18 years of age or older may serve as a Director. Section 5.5 VACANCIES 5.5.1 Events Causing Vacancy. A vacancy on the Board shall be deemed to exist at the occurrence of any of the following: 5.5.1.1 The death, resignation, or removal of any Director. 5.5.1.2 The declaration by resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by court order or convicted of a felony, orwho has been found by final order orjudgment of any court to have breached a duty under Chapter 2, Article 3 of the California Nonprofit Public Benefit Corporation Law. 5.5.1.3 The failure of the Board, at any meeting of the Board at which any Director(s) is to be appointed or elected, to appoint or elect the Director(s) to be appointed or -- PR, 5 i f of a s -- elected at such meeting pursuant to the provisions of Section 5.3. 5.5.1.4 The increase of the authorized number of Directors. 5.5.2 Resianation. Except as provided in this paragraph, any Director may resign, which resignation shall be effective on giving written notice to the Chair of the Board, the President, or the Secretary, unless the notice specifies a later time for the resignation to become effective. No Director may resign when the Corporation would then be left without a duly elected Director or Directors in charge of its affairs. 5.5.3 Removal. 5.5.3.1 Any City Director may be removed, with or without cause, by majority vote of the City Council. The removal may be accomplished by the delivery of written notice from the City Manager or any other person designated by the City, which notice shall be filed in the minute book of the Corporation. Such removal shall be effective upon the future date specified in the notice, or upon receipt by the Corporation if no future date is specified. A City Director may also be removed by the majority of the Directors then in office with cause. For purposes of this Section 5.5.3.1, "cause" is limited to the occurrence of one of the following as determined by a majority of Directors then in office: (i) failure to comply with the Corporation's conflict of interest policy, (ii) breach of the duty of care or the duty of loyalty to the Corporation, or (iii) conviction of a felony. 5.5.3.2 Any Resident Director may be removed, with or without cause, by the majority of the Directors then in office upon the request of the residents of housing located on land owned, managed, or monitored by the Corporation. The Board shall establish policies and procedures governing such requests by residents. 5.5.3.3 Any At -Large Director may be removed by the Board upon the majority vote of the Directors then in office at a special meeting called for that purpose, or at a regular meeting. -- PR, 6 J 6 of s -- 5.5.3.4 Any Director who does not attend three successive Board meetings will automatically be removed from the Board without Board resolution unless: 5.5.3.4.1 The Director requests a leave of absence for a limited period of time, and the leave is approved by the Directors at a regular or special meeting. If such leave is granted, the number of Board members will be reduced by one in determining whether a quorum is or is not present. 5.5.3.4.2 The Director suffers from an illness or disability which prevents him of her from attending meetings and the Board by resolution waives the automatic removal procedure of this subsection 5.5.3.4. 5.5.3.4.3 The Board agrees to reinstate the Director who has missed three meetings. 5.5.4 Filling of Vacancies. Any vacancy caused by the death, resignation, or removal of a Director shall be filled in accordance with the provisions of Section 5.3 and by a majority vote of the Directors then in office. Section 5.6 RALPH M. BROWN ACT To the extent required by law, all meetings of the Board, including, without limitation, regular, adjourned regular, special, and adjourned special meetings shall be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with Section 54950 of the California Government Code), or any successor legislation hereinafter enacted (the "Brown Act"). Section 5.7 PLACE OF MEETING Meetings of the Board shall be held at the principal office of the Corporation located at 1600 Truxtun Avenue, Bakersfield, California 93301, unless a different place is designated in the notice of such meeting. -- PR, 7 j � of a s -- Section 5.8 ANNUAL MEETING The Board shall hold an annual meeting for purposes of electing Directors and Officers, designating committees, and transacting regular business. The date, hour and place of the meeting shall be fixed by majority vote of the Board. Section 5.9 REGULAR MEETINGS The Board by majority vote may provide for the holding of regular meetings and may fix the time and place of holding such meetings. Section 5.10 SPECIAL MEETINGS Special meetings of the Board may be called in accordance with the provisions of Section 54956 of the California Government Code. Section 5.11 CONDUCT OF MEETING The Chairman of the Board or, in his or her absence, the Vice Chairman of the Board, or in the absence of the Vice Chairman of the Board, a chair chosen by a majority of the Directors present, shall preside at all meetings of the Board. Section 5.12 QUORUM A majority of the Board shall constitute a quorum for the transaction of business Section 5.11. Every act or decision done or made by a majority of the Directors present at a meeting held which a quorum is present shall be regarded as the act of the Board, subject to the provisions of these Bylaws and the California Nonprofit Public Benefit Corporation Law. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of any Director, if any action taken is approved by at least a majority of the quorum required for the meeting. Section 5.13 ADJOURNMENT A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Section 5.14 NOTICE OF ADJOURNMENT Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in -- PR, 8 i f of a s -- which case notice of the time and place shall be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjournment. Section 5.15 COMPENSATION OF DIRECTORS Directors and members of committees may receive reimbursement of expenses as may be determined by resolution of the Board to be just and reasonable. Directors shall not otherwise be compensated. Section 5.16 RESTRICTION ON INTERESTED DIRECTORS Not more than forty-nine percent (49%) of the persons serving on the Board at any time may be interested persons. An interested person is (a) any person compensated by the Corporation for services rendered to it other than those performed as a Director within the previous twelve (12) months, whether as a full- time or part-time employee, independent contractor, or otherwise; (b) any shareholder, employee or officer of any corporation, or partner or employee of any partnership, which has rendered compensated services to the Corporation within the previous twelve (12) months; and (c) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, mother-in-law, or father-in-law of any person described in (a) or (b) hereof. Any violation of the provisions of this paragraph shall not, however, affect the validity or enforceability of any transaction entered into by the Corporation. Section 5.17 NONLIABILITY FOR DEBTS Nonliability for Debts. The private property of the Board shall be exempt from execution or other liability for any debts, liabilities or obligations of the Corporation and no Director shall be liable or responsible for any debts, liabilities or obligations of the Corporation. Section 5.18 PROPERTY INTEREST OF DIRECTORS No Director of the Corporation shall have any right, title or interest in or to any property or assets of the Corporation either prior to or at the time of any liquidation or dissolution of the Corporation, all of which properties and assets shall at the time of any liquidation or dissolution vest to the City, State of California or otherwise as provided in the Articles of Incorporation of the Corporation. -- PRage 4 6 of as -- ARTICLE 6 COMMITTEES Section 6.1 COMMITTEES OF DIRECTORS The Board may, by resolution adopted by a majority of the Directors then in office, designate one or more committees consisting of two or more Directors to serve at the pleasure of the Board. Any member of any committee may be removed, with or without cause, at any time by the Board. Any committee, to the extent provided in the resolution of the Board, shall have all or a portion of the authority of the Board, except that no committee, regardless of the Board resolution, may: 6.1.1 Fill vacancies on the Board or on any committee; 6.1.2 Amend or repeal the Articles of Incorporation or Bylaws or adopt new Bylaws; 6.1.3 Amend or repeal any resolution of the Board; 6.1.4 Designate any other committee of the Board or appoint the members of any committee; 6.1.5 Except as provided in Section 5233 of the California Nonprofit Public Benefit Corporation Law, approve any transaction (i) to which the Corporation is a party and as to which one or more Directors has a material financial interest, or (ii) between the Corporation and any corporation or entity in which one or more of its Directors has a material financial interest. Section 6.2 AUDIT COMMITTEE The Board shall establish an audit committee as and when required by Section 12586(e) of the California Government Code. Section 6.3 ADVISORY COMMITTEES The Board may appoint one or more advisory committees consisting of Directors and/or non -Directors for the purpose of advising the Board. Any advice rendered by such an advisory committee shall not be binding on the Board. Section 6.4 MEETING AND ACTION OF COMMITTEES The Board may adopt rules for any committee not inconsistent with the provisions of these Bylaws. ARTICLE 7 OFFICERS Section 7.1 OFFICERS The Corporation shall have the following Officers: President, Secretary, and Treasurer, and such other Officers as the Board may designate by resolution and appoint pursuant to Section 7.3. Officers need not be Directors. One person may hold two or more offices, except those of President and Secretary, and President and Treasurer. Officers may receive such reasonable compensation, if any, for their services, and such reimbursement for expenses, as may be fixed and determined by the Board. The Board (or a committee of the Board) shall review and approve the compensation, including benefits, if any, of the President and Treasurer as and when required by state or federal law. Section 7.2 ELECTION OF OFFICERS The Officers of the Corporation, except those appointed in accordance with the provisions of Section 7.3 of this Article, shall be chosen annually by the Board, and each shall serve at the pleasure of the Board, subject to the rights, if any, of any Officer under a contract of employment. Section 7.3 SUBORDINATE OFFICERS The Board may appoint, and may authorize the President or any other Officer to appoint, any other Officers that the business of the Corporation may require, each of whom shall have the title, hold office for the period, have the authority, and perform the duties specified by the Bylaws or determined from time to time by the Board. Section 7.4 REMOVAL OF OFFICERS Subject to rights, if any, under any contract of employment, any Officer may be removed, with or without cause, by the Board, at any regular or special meeting of the Board, or, except in the case of an Officer chosen by the Board, by an Officer on whom such power of removal has been conferred by the Board. Section 7.5 RESIGNATION OF OFFICERS Any Officer may resign at any time by giving written notice to the Board, the President, or the Secretary of the Corporation. Any resignation shall take effect at the date of receipt of that notice or at any later time specified in that notice. Unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the Corporation under any contract to which the Officer is a party. Section 7.6 VACANCIES IN OFFICE A vacancy in any Office because of death, resignation, removal, disqualification, or any other cause shall be filled only in the manner prescribed in these Bylaws for regular appointments to that Office. Section 7.7 RESPONSIBILITIES OF OFFICERS 7.7.1 President. The President shall be the chief executive officer of the Corporation. He or she shall have such other powers and duties as may be prescribed by the Board or these Bylaws. The President shall be responsible to the Board, shall see that the Board is advised on all significant matters of the Corporation's business, and shall see that all orders and resolutions of the Board are carried into effect. The President shall be empowered to act, speak for, or otherwise represent the Corporation between meetings of the Board within the boundaries of policies and purposes established by the Board and asset forth in the Articles of Incorporation and these Bylaws. The President shall be responsible for keeping the Board informed at all times of staff performance as related to program objectives, and for implementing any personnel policies adopted by the Board. 7.7.2 Secretary. The Secretary shall attend to the following: 7.7.2.1 Book of Minutes. The Secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board may direct, a book of minutes of all meetings and actions of Directors and committees of Directors, with the time and place of holding regular and special meetings, and if special, how authorized, the notice given, the names of those present at such meetings, and the proceedings of such meetings. 7.7.2.2 Notices and Other Duties. The Secretary shall give, or cause to be given, notice of all meetings of the Board required by the Bylaws to be given. The Secretary shall have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws. 7.7.3 Treasurer. The Treasurer shall be chief financial officer of the Corporation and shall attend to the following: 7.7.3.1 Books of Account. The. Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, and other matters customarily included in financial statements. The books of account shall be open to inspection by any Director at all reasonable times. 7.7.3.2 Deposit and Disbursement of Money and Valuables. The Treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Corporation with such depositors as may be designated by the Board; shall disburse, or cause to be disbursed, funds of the Corporation as may be ordered by the Board; shall render to the President and Directors, whenever they request it, an account of all financial transactions and of the financial condition of the Corporation; and shall have other powers and perform such other duties as may be prescribed by the Board or the Bylaws. 7.7.3.3 Bond. If required by the Board, the Treasurer shall give the Corporation a bond in the amount and with the surety specified by the Board for the faithful performance of the duties of his or her office and for restoration to the Corporation of all its books, papers, vouchers, money, and other property of every kind in his or her possession or under his or her control on his or her death, resignation, retirement, or removal from office. -- P` 99 2 VVIrs -- ARTICLE 8 RECORDS AND REPORTS Section 8.1 MAINTENANCE OF ARTICLES AND BYLAWS The Corporation shall keep at its principal executive office the original or a copy of its Articles of Incorporation and Bylaws as amended to date. Section 8.2 MAINTENANCE OF OTHER CORPORATE RECORDS The accounting books, records, and minutes of the proceedings of the Board and any committee(s) of the Board shall be kept at such place or places designated by the Board, or, in the absence of such designation, at the principal office of the Corporation. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept in either written or typed form or in any other form capable of being converted into written, typed, or printed form. Section 8.3 INSPECTION BY DIRECTORS AND CITY Every Director and any authorized representative of the City shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Corporation and each of its subsidiary corporations. This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents. Section 8.4 ANNUAL STATEMENT OF CERTAIN TRANSACTIONS AND INDEMNIFICATION. As soon as -reasonably practicable after the close of the fiscal year, the Corporation shall prepare and mail or deliver to • each Director and the City an annual statement that includes (i) the financial statements of the Corporation accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation and (ii) the amount and circumstances of any transaction or indemnification of the following kind: 8.4.1 Any transaction(s) in which the Corporation was a party, and in which any Director or Officer of the Corporation had a direct or indirect financial interest. 8.4.2 Any indemnifications or advances aggregating more than Ten Thousand Dollars ($10,000) paid during the fiscal year to any Officer or Director of the Corporation pursuant to Article 9 hereof, unless such indemnification has already been approved pursuant to Section 9.1. ARTICLE 9 INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 9.1 RIGHT TO INDEMNIFICATION This Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any action or proceeding by reason of the fact that such person is or was an Officer, Director, or agent of this Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, or other enterprise, against expenses, judgment, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding, to the fullest extent permitted under the California Nonprofit Public Benefit Corporation Law. In determining whether indemnification is available to the Director, Officer or agent of this Corporation under California law, the determination as to whether the applicable standard of conduct set forth in Section 5238 of the California Nonprofit Public Benefit Corporation Law has been met shall be made by a majority vote of a quorum of Directors who are not parties to the proceeding. The indemnification provided herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled, and shall continue as to a person who has ceased to be an agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. Section 9.2 INSURANCE This Corporation shall have the power and shall use its best efforts to purchase and maintain insurance on behalf of any Director, Officer, or agent of the Corporation, against any liability asserted against or incurred by the Director, Officer, or agent in any such capacity or arising out of the Director's, Officer's, or agent's status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under Section 9.1 of these Bylaws; provided, however, that the Corporation shall have no power to purchase and maintain such insurance to indemnify any Director, Officer, or agent of the Corporation for any self -dealing transaction described in Section 5233 of the California Nonprofit Public Benefit Corporation Law. ARTICLE 10 CONTRACTS AND LOANS WITH DIRECTORS AND OFFICERS Section 10.1 CONTRACTS WITH DIRECTORS AND OFFICERS 10.1.1 No Director or Officer of this Corporation, nor any other corporation, firm, association, or other entity in which one or more of this Corporation's Directors or Officers are directors or have a material financial interest shall be interested, directly or indirectly, in any contract or other transaction with this Corporation, unless (i) the material facts regarding such Director's or Officer's financial interest in such contract or transaction and/or regarding such common directorship, officership, or financial interest are fully disclosed in good faith and are noted in the minutes, or are known to all members of the Board prior to consideration by the Board of such contract or transaction; (ii) such contract or transaction is authorized in good faith by a majority of the Board by a vote sufficient for that purpose without counting those vote or votes of such interested Director(s); (iii) prior to authorizing or approving the transaction, the Board considers and in good faith determines after reasonable investigation under the circumstances that the Corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and (iv) this Corporation enters into the transaction for its own benefit, and the transaction is fair and reasonable to this Corporation at the time the transaction is entered into. 10.1.2 The provisions of this Section do not apply to a transaction which is part of a charitable program of the Corporation if it: (i) is approved or authorized by the Corporation in good faith and without unjustified favoritism; and (ii) results in a benefit to one or more Directors or Officers or their families because they are in the class of persons intended to be benefited by the charitable program of the Corporation --P`991856sfffs-- Section 10.2 LOANS TO DIRECTORS AND OFFICERS The Corporation shall not make any loan of money or property to or guarantee the obligation of any Director or Officer, unless approved by the Attorney General of the State of California; provided, however, that the Corporation may advance money to a Director or Officer of the Corporation for expenses reasonably anticipated to be incurred in the performance of the duties of such Director or Officer, provided that in the absence of such advance such Director or Officer would be entitled to be reimbursed for such expenses by the Corporation. ARTICLE 11 CONFLICT OF INTEREST POLICY Section 11.1 DUTY TO CORPORATION Every Board and committee member shall make decisions and carry out his or her oversight responsibilities in the best interests of the Corporation and in accordance with the standards of conduct set forth in sections 5230 through 5239 of the California Corporations Code. Section 11.2 INTERESTED PERSON An Interested Person is anyone who has a financial interest, either directly or through family or business relationships, in a compensation arrangement with the Corporation or in an entity with which the Corporation is considering entering into a transaction. Section 11.3 APPEARANCE OF A CONFLICT OF INTEREST The appearance of a conflict of interest occurs when a reasonable person might have the impression, after full disclosure of the facts, that a member's judgment might be significantly influenced by outside interests, even though the member is not an Interested Person. Section 11.4 DISCLOSURE Any member of the Board or a committee with powers delegated to it by the Board who believes he or she is an Interested Person or might appear to have a conflict of interest with regard to any matter coming before the Board or such committee must disclose the existence of the interest or apparent conflict to the Board or committee. Section 11.5 VOLUNTARY RECUSAL If such a member believes his or her interest in a matter constitutes either a conflict of interest or the appearance of a conflict of interest, he or she shall recuse herself or himself from any discussion related to the matter and from voting on the matter. Section 11.6 RECUSAL BY BOARD OR COMMITTEE If the member does not voluntarily recuse herself or himself, any Board member or committee member may request that the Board or committee determine whether such member should be recused. Such member shall not be present during the discussion and vote on the recusal and may not be counted in determining the existence of a quorum at the time of such vote. In making the decision as to recusal, the Board or committee shall keep in mind that it is the Corporation's policy to avoid the appearance of a conflict of interest. If a majority of the Board or committee votes for recusal, a quorum being present, the member shall be immediately recused. The results of the vote shall be recorded in the minutes of the meeting. Section 11.7 RECUSED MEMBERS A recused Board member or committee member shall not be present during the discussion of the matter in regard to which he or she has been recused and shall not participate in the vote on such matter. Section 11.8 AGREEMENT TO COMPLY Upon joining the Board or of a committee with powers delegated by the Board, each new member shall be given a copy of this conflict -of -interest policy and shall sign a document stating that he or she has read and understood the policy and agrees to comply with it. ARTICLE 12 FISCAL YEAR The fiscal year of the Corporation shall commence on July 1 of each year and shall end on June 30 of the next succeeding year. ARTICLE 13 CITY REVIEW AND APPROVAL Section 13.1 CITY APPROVAL OF PROJECTS Prior to approval of any proposed project (a "Project") by the Corporation, the Corporation shall circulate a notice to the City Directors providing a description of the Project. If at least two City Directors informs the Corporation that he or she approves the Project, the Corporation may, if it chooses, undertake and complete the Project. The Corporation shall not undertake a Project without the approval of at least two City Directors. If a City Director communicates his or her decision in writing to the Corporation, the Corporation shall keep a record of the decision. If a City Director verbally communicates his or her decision to the Corporation, the Corporation shall confirm such communication in writing to the City Director and keep a record of the written confirmation. For purposes of this Section 13.1, "Project" is limited to: (i) any acquisition or sale of real property, (ii) any mortgage of property, (iii) any agreement with a property owner or manager to monitor affordable housing compliance, and (iv) any revision to the resale formula of any residence on the Corporation's property. Section 13.2 CITY REVIEW OF ANNUAL BUDGET Upon written request of the City Manager or designee of the City, the annual budget of the Corporation shall be delivered to the City Manager or designee for review before the budget is adopted by the Corporation. The City Manager or designee shall have no legal authority to act for the Corporation, but the Board shall in good faith review any recommendations made by the City Manager or designee regarding the annual budget to be adopted by the Corporation. ARTICLE 14 CONSTRUCTION AND DEFINITIONS Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, and the plural number includes the singular. -- P` 9918 56sfff s -- ARTICLE 15 AMENDMENTS Section 15.1 ARTICLES The Articles of Incorporation of the Corporation may be amended by a majority vote of the Directors then in office, provided that all City Directors consent to any such amendment. Section 15.2 BYLAWS Bylaws may be adopted, amended, or repealed by a majority vote of the Directors then in office, provided that all City Directors consent to any such action. ARTICLE 16 MEMBERS This Corporation shall not have voting members within the meaning of Section 5056 of the California Nonprofit Public Benefit Corporation Law. Any action which would otherwise require approval by a majority of all members or approval by the members shall require only approval of the Board. All rights which would otherwise vest in the members shall vest in the Directors. CERTIFICATE OF SECRETARY I, , certify that I am the duly elected and acting Secretary of Bakersfield Community Land Trust, a California nonprofit public benefit corporation, that the above bylaws, consisting of 20 pages, including this page, are the bylaws of this corporation as adopted by the Board of Directors. Executed on , 2024, at Bakersfield, California. Julie Drimakis, Secretary JHR/em/ag S:\Economic&Communitydevelop\Bakersfield Community Land Trust\BYLAWS.Docx -- P`9dd@ 5fi irS -- BAKERSFIELD COMMUNITY LAND TRUST MEETING DATE: April 22, 2024 AGENDA ITEM: Election of Officers 6.(a.) TO: Bakersfield Community Land Trust Board of Directors FROM: Julie Drimakis, City Clerk DATE: April 5, 2024 SUBJECT: 2024 Special Meeting — Election of Officers The election of Officers will reflect the following actions: 1. Election of President — Christian Clegg 2. Election of Treasurer— Randy McKeegan 3. Election of Secretary — Julie Drimakis Page 31 of 38 BAKERSFIELD COMMUNITY LAND TRUST MEETING DATE: April 22, 2024 AGENDA CATEGORY: New Business 7.(a.) TO: Bakersfield Community Land Trust Board of Directors FROM: Julie Drimakis, City Clerk DATE: April 5, 2024 SUBJECT: 2024 Special Meeting — Resolution of the Bakersfield Community Land Trust Establishing a Bank Account and Authorizing Signatures for Checks and Payment Vouchers :11*41•]►�il►�i1�►1�Z��[•]►A Approval of the Resolution. BACKGROUND: The Bakersfield Community Land Trust seeks approval to establish both a checking and savings account at a national bank with local branches ("Bank"). The Bank requires a corporate resolution naming those persons authorized by the corporation to sign checks drawn upon the account(s) as may be used by the Bakersfield Community Land Trust. This Resolution sets forth the authorized signature Resolution that designates who can sign checks for the Bakersfield Community Land Trust. The Resolution authorizes Christian Clegg and Randy McKeegan to sign checks drawn upon the Bakersfield Community Land Trust accounts of the Bank, and that any combination of the two of the authorized signatures be required for all checks and payment vouchers issued on behalf of the Bakersfield Community Land Trust. Attachment: Resolution Page 32 of 38 RESOLUTION NO. A RESOLUTION OF THE BAKERSFIELD COMMUNITY LAND TRUST AUTHORIZING SIGNATURES FOR CHECKS AND PAYMENT VOUCHERS. WHEREAS, the Bakersfield Community Land Trust is a nonprofit public benefit corporation organized exclusively for charitable purposes, within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954; and WHEREAS, the purpose of the Bakersfield Community Land Trust is to provide assistance to the City of Bakersfield, California (the "City") to ensure that its residents are able to secure housing by, among other things, developing, constructing, financing, managing, selling, renting, subsidizing, and monitoring single- and multi- family housing, and to conduct or perform any ancillary or related activity in furtherance of the foregoing; and WHEREAS, the Bakersfield Community Land Trust will establish both a checking and savings account at a national bank with local branches ("Bank"); and WHEREAS, the Bank requires a corporate resolution naming those persons authorized by the corporation to sign checks drawn upon the account(s) as may be used by the Bakersfield Community Land Trust. NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE BAKERSFIELD COMMUNITY LAND TRUST RESOLVE AS FOLLOWS: 1. The above recitals are true and correct and incorporated herein. 2. The current Board Appointed Officers of the Bakersfield Community Land Trust are: a. President - Christian Clegg b. Treasurer - Randy Mc Keegan c. Secretary - Julie Drimakis 3. The Bakersfield Community Land Trust authorizes Christian Clegg and Randy McKeegan to sign checks drawn upon the Bakersfield Community Land Trust accounts of the Bank, and that any combination of two of the authorized signatures be required for all checks and payment vouchers issued on behalf of the Bakersfield Community Land Trust. -- Page 1 of 2 Pages -- Page 33 of 38 4. That the Secretary of the Bakersfield Community Land Trust is hereby authorized to certify the signatures of the above -named individuals. ------- 000------- HEREBY CERTIFY that the foregoing Resolution was passed and adopted by the Board of the Bakersfield Community Land Trust at a special meeting thereof held on , by the following vote: AYES: BOARD DIRECTOR FREEMAN, GONZALES, SMITH NOES: BOARD DIRECTOR ABSTAIN: BOARD DIRECTOR ABSENT: BOARD DIRECTOR APPROVED AS TO CONTENT: BAKERSFIELD COMMUNITY LAND TRUST CHRISTIAN CLEGG President APPROVED AS TO FORM: BAKERSFIELD COMMUNITY LAND TRUST In JOSHUA H. RUDNICK General Counsel Julie Drimakis, Secretary Bakersfield Community Land Trust JHR:ag S:\Emnomic&COmmVnlT/D.-IOp\Bakersfield Comm.nih/Land ir,s}\Res \2324\R—BCL1(A,th.rSig, ForCheck&PaM,.,tV... hers)A- -- Pa e 2 of 2 Pages -- Page 34 of 39 I1-T_1;/4: I91441X4101►yil►yiLIJ011rdWil01Ij9.11111111 MEETING DATE: April 22, 2024 AGENDA CATEGORY: New Business 7.(b.) TO: Bakersfield Community Land Trust Board of Directors FROM: Julie Drimakis, City Clerk DATE: April 5, 2024 SUBJECT: 2024 Special Meeting — Approve applying for an employer identification number (EIN), Statement of Information with the Secretary of State, and federal and state tax exempt status. RECOMMENDATION: Approve applying for an EIN, Statement of Information, and federal and state tax exempt status. BACKGROUND: The Bakersfield Community Land Trust should take the following initial actions: • Obtain an employer identification number (EIN). The Treasurer may apply for and obtain an EIN online. • File the Statement of Information (Form SI-100) with the Secretary of State. The Statement of Information must initially be filed within 90 days of incorporation. This biennial filing requirement, which identifies the organization's address, principal officers, and agent for service of process can be filed online or by mail. • Apply for federal tax exemption with the Internal Revenue Service (IRS) and California tax exemption with the California Franchise Tax Board (FTB). Obtaining a determination letter from the IRS and an affirmation of exemption letter from the FTB are critical to the BCLT's mission of developing affordable housing and other activities. Completing the 1023 application for exempt status under Internal Revenue code (IRC) is an online -fill-in form that must be filed electronically at Pay.gov. Both the articles and the bylaws must be submitted to the IRS with the application for tax -exemption. Organizations with a 501(c)(3) federal determination letter can request California recognition of tax exemption from FTB by filing Form 3500A along with a copy of the IRS determination letter. Page 35 of 38 MEETING DATE: April 22, 2024 AGENDA CATEGORY: New Business 7.(c.) TO: Bakersfield Community Land Trust Board of Directors FROM: Julie Drimakis, City Clerk DATE: April 5, 2024 SUBJECT: 2024 Special Meeting — Discussion of process to appoint and elect At -Large Directors RECOMMENDATION: Provide direction to officers on developing the appointment and election process for At - Large Directors. BACKGROUND: Per Section 5.3.3 of the Bylaws, whenever the City Directors deem appropriate, but no later than July 1, 2024, the Initial Board shall appoint and elect four (4) At -Large Directors pursuant to a procedure established by the Initial Board. At -Large Directors shall be residents of the City who are not employees of the City or residents of housing located on land owned or managed by the Corporation. Once a Resident Director is elected pursuant to Section 5.3.4, the number of At -Large Directors shall be reduced to three (3) by mutual agreement of the Board of Directors [City Directors and At -Large Directors] or pursuant to a procedure established by the Board of Directors [City Directors and At - Large Directors]. Per Section 5.3.5 of the Bylaws, all At -Large Directors and the Resident Director shall serve terms of three (3) years except that two of the initial At -Large Directors shall be assigned, by mutual agreement or by lot, to a two-year term. Directors may serve any number of consecutive terms. The purpose of this item is for the Initial Board to provide direction to officers on developing the appointment and election process for At -Large Directors of the BCLT. Page 36 of 38 BAKERSFIELD COMMUNITY LAND TRUST MEETING DATE: April 22, 2024 AGENDA CATEGORY: New Business 7.(d.) TO: Bakersfield Community Land Trust Board of Directors FROM: Julie Drimakis, City Clerk DATE: April 5, 2024 SUBJECT: Approval of the Bakersfield Community Land Trust Board of Directors calendar for May through December 2024 RECOMMENDATION: Staff recommends approval of the calendar and set date for the 2024 annual meeting. BACKGROUND: The Bakersfield Community Land Trust regular meeting dates and time are listed on the attached calendar. The recommended date for the 2024 annual meeting is June 19, 2024. Meets monthly on Wednesdays at 10 a.m. on the following dates: 1. May 15, 2024 2. June 19, 2024 3. July 17, 2024 4. August 21, 2024 5. September 18, 2024 6. October 16, 2024 7. November 13, 2024 8. December 11, 2024 ATTACHMENTS: 1. Calendar C:\Program Files\eSCRIBE\TEMP\12485130140\12485130140,,,CalendarApprovalQ.d.).docx Page 37 of 38 SCHEDULED MEETINGS BAKERSFIELD COMMUNITY LAND TRUST CALENDAR MAY 2024 THROUGH DECEMBER 2024 ®REGULAR MEETING BEGINS @ 2:00 PM 1600 TRUXTUN AVE. Conference Room A, 1st Floor = Council Meetings 3:30 p.m. Closed Session 5:15 p.m. Public Session Budget Hearing 6114, Budget Adoption 6128 EM Holidays - City Hall Closed ©©wMMM mm©©illillilillillill'll'©M MMMMM®® M®M111111111! , mm� ®®®m®m® MMMMMMM mmmmmmm • • ©©UMMMM mmm©©m© mmmmmn® ®W®111111111MMMM m®®®m®m mmmmmmm mmmmmmm AUGUST S M T W TH F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 "0 22 23 24 25 26 27 28 29 30 31 • ©©MMMMM mmmmmm© ©m©mmmm W1111111111R®111111111IMM®M MMMM®®® mmmmmmm MARCH S M T W TH F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 ©©MMMMM m©©m©mm MMM111111111 1®®w ®MMMMM® mmmmmmm Page 38 of 38