HomeMy WebLinkAboutRES NO CLT001-2024 RESOLUTION Na.
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.
- Page 1 of 2 Pages-
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.
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I 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 — APR 2 2 2924 , by the following vote:
V
YES) BOARD DIRECTOR FREEMAN, GONZALES,SMITH
NOES: BOARD DIRECTOR
ABSTAIN: BOARD DIRECTOR
ABSENT: BOARD DIRECTOR
Alie DrImakis, Secretary
Bakersfield Community Land Trust
APPROVED AS TO CONTENT:
BAKERSFIELD COMMUNITY LAND TRUST
By:
CHRISTIM4 CLEGG
President
APPROVED AS TO FORM:
BAKERSFIELD COMMUNITY LAND TRUST
--,)
By:
SH
l UA H. RUDNICK
General Counsel
.HQ'
Page 2 of 2 Pages-
BYLAWS OF
BAKERSFIELD COMMUNITY LAND TRUST
ARTICLE I
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 ensur
--Page 1 of 20 Pages
that its residents are able to secure housing by, among other things, developing,
constructing, financing, managing, selling, renting, subsidizing, and monitoring
single- and mulfi- 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 Low.
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.
--Page 2 of 20 Pages
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 low, 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 info 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.
Q,11
Page 3 of 20 Pages
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
ore 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 individual§.,, ,,
-- Page 4 of 20 Pages
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.
6.3.5 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 Vacanc . 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,
or who has been found by final order or judgment of any
court to have breached a duty under Chapter 2, Article
3 of the California Nonprofit Public Benefit Corporation
Low.
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
--Page 5 of 20 Pages
elected at such meeting pursuant to the provisions of
Section 53.
5.5.1.4 The increase of the authorized number of Directors.
5.5.2 Resignation. 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 f he 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, (H) 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.
-- Page 0 of 20 Pages
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.
Page 7 of 20 Pages
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 f he withdrawal of any
Director, if any action token 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
-- Page 8 of 20 Pages
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.I5 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 if 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 viclaflion 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.
Page 9 of 20 Pages--
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 Low, 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.
Page 10 of 20 Pages
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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
--Page 11 of 20 Pages
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.
-- Page 12 of 20 Pages
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, oil
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.
Page 13 of 20 Pages--
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 (1) 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.
--Page 14 of 20 Pages
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
0)"N A,
--Page 15 of 20 Pages
Corporation for any self-dealing transaction described in Section 5233 of the
California Nonprofit Public Benefit Corporation Low.
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);
(ii!) 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 (1v) 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.
10.1.2The 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
111
111
Page 16 of 20 Pages
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
y�
Q,
--Page 17 of 20 Pages
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 of 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 I of each year
and shall end on June 30 of the next succeeding year.
-- Page 18 of 20 Pages
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, (H)
any mortgage of property, (Iii) any agreement with a property owner or manager
to monitor affordable housing compliance, and (iv) any revision to the resole
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
Low 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,
4.
Page 19 of 20 Pages --
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 Low. 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, TLku6 aid mpxi 5 -, 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 NPU ZC 2024, at Bakersfield, California.
By
dJulie Drimakis, Secretary
JHR/emiag
S:\Econorric&Cor'nmunilydevelop\Bckerstield Community Land Trust`,BYLAWS.Docx
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--Page 20 of 20 Pages