HomeMy WebLinkAboutRES NO 092-13RESOLUTION NO. 0 9 2— 13
A RESOLUTION OF BAKERSFIELD CITY COUNCIL
AUTHORIZING STAFF TO PROCEED WITH THE FILING OF
DOCUMENTS NECESSARY TO INITIATE THE FORMATION OF
THE "BAKERSFIELD PUBLIC BENEFIT CORPORATION ", A
NON - PROFIT PUBLIC BENEFIT CORPORATION FOR THE
PURPOSE OF FINANCING AND DEVELOPING PUBLIC
IMPROVEMENT PROJECTS FOR THE BENEFIT OF THE CITY
AND /OR THE LOCAL METROPOLITAN AREA AND
AUTHORIZING ANY OTHER ACTIONS RELATED THERETO.
WHEREAS, the City of Bakersfield (the "City "), a charter city and California
municipal corporation of the State of California wishes to approve the formation
of a non - profit public benefit corporation for the purpose of financing and
developing public improvement projects for the benefit of the City and /or the
local metropolitan area; and
WHEREAS, said non - profit public benefit corporation shall be named the
"Bakersfield Public Benefit Corporation" (the "Corporation ") and shall be formed
pursuant to the Nonprofit Public Benefit Corporation Law for public purposes
and in accordance with the terms and provisions of the articles of incorporation
(the "Articles of Incorporation," attached hereto as Exhibit A) and bylaws (the
"Bylaws," attached hereto as Exhibit B) drafted in connection thereto; and
WHEREAS, the Corporation will be an entity separate from the City and will
exist for such public purposes, including but not limited to, financing and
developing public improvement projects for the benefit of the City and /or the
local metropolitan area, by financing, refinancing, acquiring, constructing,
improving, remodeling, leasing and selling buildings, building improvements,
fixtures, equipment, furnishings, improvements, transportation, communications
and any other public purposes, lands, insurance policies, self- insurance and
funding mechanisms of any type, and any other real or personal property for the
benefit of the City and /or the local metropolitan area; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Bakersfield
as follows:
1. The City Council hereby authorizes City staff to proceed with the
filing of the Articles of Incorporation with the State of California Secretary of
State in order to facilitate the formation of the Corporation, pursuant to the
Nonprofit Public Benefit Corporation Law and in accordance with the terms and
provisions set forth in the Articles of Incorporation and Bylaws, forms of which are
P: \Bond Issues - Tifia - TRIP \Bakersfieldpublicbenefitcorp Reso To Proceed.Docx
Page 1 of 3 Pages --
} n
~ O
v
ORIGINAL
attached hereto as Exhibit A and Exhibit B, respectively, for the purpose of
financing and developing public improvement projects for the benefit of the
City of Bakersfield and /or the local metropolitan area.
2. The City Council hereby appoints and authorizes the City Manager
and his designee(s), and each of them as incorporator(s) to execute and submit
documents including, but not limited to, notices, articles, agreements,
applications, amendments, memoranda of understanding, certifications,
assurances and so on, which may be necessary to facilitate the formation of the
Corporation, subject to prior approval as to form by the City Attorney's Office
and /or corporate counsel, as appropriate.
P: \Bond Issues - Tifia - TRIP\ Bakersfield public benefitcorp Reso To Proceed.Docx
Page 2 of 3 Pages --
> m
t-- r—
v �
ORIGINAL
HEREBY CERTIFY that the foregoing Resolution was passed and adopted
by the Council of the City of Bakersfield at a regular meeting thereof held on
July 17, 2013, by the following vote:
AYES: COUNCILMEMBER RIV RA, MAXWELL, WEIR, SMITH, HANSON, SULLIVAN, JO NSON
COUNCILMEMBER IflMe
ABSTAIN: COUNCILMEMBER
ABSENT: COUNCILMEMBER
ru1M/W
ROBERTA GAFFORD, CMC
CITY CLERK and Ex Officio Clerk of the
Council of the City of Bakersfield
APPROVED
IUL 17 2013
HARVEY L. HALL
Mayor
APPROVED AS TO FORM:
VIRGINIA GENNARO
City Attorney
By �� k�,� ��
JOSHUA H. RUDNICK
Deputy City Attorney
JHR /NS:vl:dll
P: \Bond Issues - Tifia - TRIP \Bakersfieldpublicbenefitcorp Reso To Proceed.Docx
Page 3 of 3 Pages --
o1 `6AK�9`fT
F- r
v �
ORIGINAL
EXHIBIT " "
A
ARTICLES OF INCORPORATION
BAKERSFIELD PUBLIC BENEFIT CORPORATION
ARTICLE I
The name of this Corporation is `Bakersfield Public Benefit Corporation" (hereinafter
referred to as the "Corporation ").
ARTICLE II
The 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 public purposes. The specific and primary purposes for which the
Corporation is formed are:
(a) To render financial or other assistance to the City of Bakersfield,
California, or any successor public entity or assignee public entity which succeeds to the
functions of the City of Bakersfield, California (collectively herein referred to as the
"City "), by financing, refinancing, acquiring, constructing, improving, remodeling,
leasing and selling buildings, building improvements, fixtures, equipment, facilities,
improvements for electrical, water, sewer, parking, site development, furnishings,
improvements, transportation, communications and any other public purposes, lands,
insurance policies, self - insurance and funding mechanisms of any type, and any other real
or personal property for the benefit of the City or the local metropolitan area.
(b) To acquire by lease, purchase, installment purchase, or otherwise,
real or personal property, or any interest therein; to enter into contracts for services or for
other purposes; to construct, reconstruct, modify, add to, and to improve or otherwise
acquire or equip buildings, structures or improvements and (by sale, installment sale,
lease, sublease, leaseback, gift or otherwise) make any part or all of any such real or
personal property, or improvements, available to or for the benefit of the public or the
City or the local metropolitan area.
(c) To promote the common good and general welfare of the City area
and the inhabitants thereof and for the inhabitants of the local metropolitan area by
providing the real and personal property and public improvements as hereinabove
described.
(d) To borrow the necessary funds to pay the cost of financing,
refinancing, acquiring, constructing, replacing, establishing, improving, maintaining,
equipping and operating such real and personal properties, facilities and improvements
for the herein described purposes, the indebtedness for which borrowed money may, but
need not, be evidenced by securities of the Corporation of any kind or character issued at
any one or more times, which may be either unsecured or secured by any mortgage, trust,
deed, pledge, encumbrance or other lien upon any part or all of the properties and assets
at any time then or thereafter owned or acquired by the Corporation.
} m
4824 -8980- 3796.3 r o
v
ORIGINAL
(e) To conduct its business and affairs so that the City will have a
beneficial interest in the Corporation.
(f) To receive limited or conditional gifts or grants in trust, intervivos,
or by way of testamentary devises, bequests or grants in trust, or otherwise, funds of all
kinds including property, both real and personal, and mixed, whether principal or income,
tangible or intangible, present or future, vested or contingent, in order to carry on the
purposes of the Corporation.
In addition to the foregoing, the Corporation shall have, and shall be entitled to exercise,
all the powers of every kind lawfully available to a nonprofit public benefit corporation
organized under the laws of the State of California; provided, however, that the Corporation shall
not have the power to, and shall not, do any act or conduct any activity, plan, scheme, design or
course of conduct which in any way conflicts with Sections 501(c)(3) or 501(c)(4) of the Internal
Revenue Code of 1986, as amended, and regulations promulgated pursuant to such sections as
they now exist or as they may hereafter be amended (collectively, the "Code ").
ARTICLE III
The name and address of the initial agent for service of process of the Corporation is
Roberta Gafford, c/o City of Bakersfield, 1600 Truxtun Avenue, Bakersfield, California 93301.
ARTICLE IV
The Corporation is organized as a nonprofit public benefit corporation, without capital
stock and without members. The Corporation is organized and operated exclusively for social
welfare purposes within the meaning of Section 501(c)(4) of the Internal Revenue Code of 1986.
No gains, profits or dividends shall be distributed to any of the directors or officers of the
Corporation, and no part of the new earnings, funds or assets of the Corporation shall inure to the
benefit of any director, officer or individual, or any other person, firm or corporation excepting
only the United States of America, the State of California, or any municipal corporation or
political subdivision thereof, or to a nonprofit fund, foundation or corporation which is organized
and operated exclusively for charitable or social welfare purposes and which has established its
tax - exempt status under Section 501(c)(3) or 501(c)(4) of the Code. No part of the activities of
the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence
legislation, nor shall it participate in, or intervene in, or publish or distribute statements
concerning, any political campaign on behalf of any candidate for public office. The property of
the Corporation is irrevocably dedicated to the United States of America, the State of California,
or any municipal corporation or political subdivision thereof, or to a nonprofit fund, foundation
or corporation which is organized and operated exclusively for charitable or social welfare
purposes and which has established its tax- exempt status under Section 501(c)(3) or 501(c)(4) of
the Code; provided, however, that until all debts and obligations of the Corporation shall have
been paid, such property and any net revenues therefrom may be used for the purpose of paying
and retiring the debts and obligations of the Corporation.
4824 - 8980 - 3796.3
gAK, 9q
I
ti rn
0 O
ARTICLE V
The number of directors of the Corporation shall be fixed pursuant to the bylaws of the
Corporation (the "Bylaws "). The provisions governing the designation and removal of the
directors shall be as set forth in the Bylaws.
ARTICLE VI
In order to preserve and ensure its separate and distinct corporate identity, in addition to
the other provisions set forth in these Articles of Incorporation, the Corporation shall conduct its
affairs in accordance with the following provisions:
It shall maintain separate corporate records and books of account from
those of any affiliate.
2. Its board of directors shall hold appropriate meetings (or act by unanimous
consent) to authorize all appropriate corporate actions, and in authorizing
such actions, shall observe all corporate formalities.
3. It shall not commingle assets with those of any affiliate.
4. It shall conduct its own business in its own name.
5. It shall pay any liabilities out of its own funds, including salaries of any
employees, not funds of any affiliate.
6. It shall maintain an arm's length relationship with all affiliates.
7. It shall not guarantee or become obligated for the debts of any other entity,
including any affiliate, or hold out its credit as being available to satisfy
the obligations of others.
8. It shall not pledge its assets for the benefit of any other entity, including
any affiliate.
9. It shall hold itself out as an entity separate from all affiliates.
For purpose of this Article VI, the following terms shall have the following meanings:
"affiliate" means any person controlling or controlled by or under common
control with the Corporation, including, without limitation (i) any person who has
a familial relationship, by blood, marriage or otherwise with any director, officer
or employee of the Corporation, its parent, or any affiliate thereof and (ii) any
person which receives compensation for administrative, legal or accounting
services from the Corporation, its parent or any affiliate. For purposes of this
definition, "control" when used with respect to any specified person, means the
power to direct the management and policies of such person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise; and
, ro A K�9s
� m
r
4824- 8980 - 3796.3 v p
ORIGINAL
the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"person" means any individual, corporation,
company, joint venture, association, joint stock
beneficiary thereof), unincorporated organization
or political subdivision thereof
ARTICLE VII
partnership, limited liability
company, trust (including any
or government, or any agency
Subject to the limitations set forth in these Articles of Incorporation, the Corporation
reserves the right to amend, alter, change or repeal any provisions contained in these Articles of
Incorporation, in the manner now or hereafter prescribed by statute, and all rights and powers
conferred upon directors and officers herein are granted subject to this reservation.
ARTICLE VIII
A director of the Corporation shall not be liable to the Corporation for monetary damages
for breach of fiduciary duty as a director, except to the extent such exemption from the liability
or limitation thereof is not permitted under the California General Corporation Law as currently
in effect or as the same may hereafter be amended.
No amendment, modification or repeal of this Article VIII shall adversely affect any right
or protection of a director that exists at the time of such amendment, modification or repeal.
ARTICLE IX
During the continuance of the Corporation, it may distribute any of its assets to the City.
If for any reason the City is unable or unwilling to accept the assets of the Corporation, said
assets will be distributed to the United States of America, the State of California, or any
municipal Corporation or political subdivision thereof, to a nonprofit fund, foundation or
corporation which is organized and operated exclusively for charitable or social welfare purposes
and which has established its tax - exempt status under Section 501(c)(3) or 501(c)(4) of the Code.
Upon any liquidation, dissolution or winding up of the Corporation, its assets remaining
after payment of, or provisions made for the payment of, all debts and liabilities of the
Corporation, shall be distributed to the City. If for any reason the City is unable or unwilling to
accept the assets of the Corporation, said assets will be distributed to the United States of
America, the State of California, or any municipal corporation or political subdivision thereof or
to a nonprofit fund, foundation or corporation which is organized and operated exclusively for
charitable or social welfare purposes and which has established its tax - exempt status under
Section 501(c)(3) or 501(c)(4) of the Code.
ARTICLE X
These Articles of Incorporation shall become effective on the date these Articles of
Incorporation are filed with the Secretary of State of the State of California.
4824 - 8980 - 3796.3
o``�AKF91'.r
>- m
F- r
'v o
ORIGINAL
I, the undersigned, being the sole incorporator of the Corporation, do hereby declare and
certify that this is my act and deed, and accordingly have hereunto set my hand this [_] day of
[], 2013.
an
4824 - 8980 - 3796.3
Alan Tandy, Incorporator
o``�AKF9J -�
>- m
i-- r
U O
ORIGINAL
EXHIBIT "B"
BYLAWS
OF
BAKERSFIELD PUBLIC BENEFIT CORPORATION
ARTICLE I
NAME, ORGANIZATION AND PURPOSE,
PRINCIPAL OFFICE
Section 1.01. Name. The name of this corporation is `Bakersfield Public Benefit
Corporation" (hereinafter referred to as the "Corporation ").
Section 1.02. Organization, Purpose and Use of Funds. The activities of the
Corporation shall be limited to the activities described in its Articles of Incorporation. No
gains, profits or dividends shall be distributed to any of the directors or officers of the
Corporation, and no part of the net earnings, funds or assets of the Corporation shall inure to
the benefit of any director, officer or individual or any other person, firm or corporation
excepting only the United States of America, the State of California, or any municipal
corporation or political subdivision thereof, or to a nonprofit fund, foundation or corporation
which is organized and operated exclusively for charitable or social welfare purposes and
which has established its tax- exempt status under Section 501(c)(3) or 501(c)(4) of the Internal
Revenue Code of 1986.
Section 1.03. Principal Office. The principal office of the Corporation for its
transaction of business is located at 1600 Truxtun Avenue, Bakersfield, California 93301.
Section 1.04. Change Of Principal Office. The Board of Directors of the Corporation
(the `Board of Directors ") are hereby granted full power and authority to change the principal
office of the Corporation from one location to another in the City of Bakersfield, California
(the "City "). Any such change shall be noted by the Secretary of the Corporation (the
"Secretary ") in an appendix to these Bylaws, but no such appendix shall be considered an
amendment of these Bylaws.
ARTICLE II
MEMBERSHIP
The Corporation shall not have members within the meaning of Section 5056 of the
California Nonprofit 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 of
Directors. All rights which would otherwise vest in the members shall vest in the directors.
s
4851- 2389 - 2244.3 �-
V o
ORIGINAL
ARTICLE III
DIRECTORS
Section 3.01. Number. The authorized number of directors of the Corporation shall be
eight, one of whom serves in an ex- officio capacity, as described in Section 3.02 herein. The
exact number of directors may from time to time be changed by a resolution, Bylaw or
amendment thereof adopted by the Board of Directors.
Section 3.02. Designation of Directors. The Corporation's Board of Directors shall
consist of the following persons who serve in the following positions for the City: (i) Chairman
of the Board of Directors shall be the Mayor of the City (ex- officio capacity); (ii) Vice
Chairman of the Board of Directors shall be one of the Councilmembers listed in parts (iii)
through (ix) of this Section 3.02 who concurrently serves as the Vice Mayor of the City; (iii) a
director of the Board of Directors shall be Councilmember, Ward 1 of the City; (iv) a director
of the Board of Directors shall be Councilmember, Ward 2 of the City; (v) a director of the
Board of Directors shall be Councilmember, Ward 3 of the City; (vi) a director of the Board of
Directors shall be Councilmember, Ward 4 of the City; (vii) a director of the Board of
Directors shall be Councilmember, Ward 5 of the City; (viii) a director of the Board of
Directors shall be Councilmember, Ward 6 of the City; and, (ix) a director of the Board of
Directors shall be Councilmember, Ward 7 of the City. Each current and future person who
serves in the above described positions for the City shall serve as a director of the Board of
Directors of the Corporation.
Section 3.03. Term of Office. All directors of the Corporation shall serve as a director
of the Board of Directors of the Corporation until such time as they no longer serve in one of
the positions described in Section 3.02 of these Bylaws. Additionally, all directors of the
Corporation may resign as a director of the Board of Directors of the Corporation by giving
written notice of such resignation at least forty -five (45) days prior to the effective date of such
resignation to the Board of Directors of the Corporation.
Section 3.04. Voting. Voting at meetings may be by voice or by ballot.
Section 3.05. Place of Directors' Meetings. Meetings of the Board of Directors shall
be held at 1501 Truxtun Avenue, Bakersfield, California 93301, unless a different place is
designated in the notice of such meeting.
Section 3.06. Annual Meetings. The annual meeting of the Board of Directors shall be
held in July of each year, or at such time as the Board of Directors may from time to time
determine, for the purpose of electing directors, if required, and for the transaction of such
other business as may properly come before the meeting.
Section 3.07. Regular Meetings. The Board of Directors by resolution may provide
for the holding of regular meetings and may fix the time and place of holding such meetings.
Section 3.08. Special Meetings. Special meetings of the Board of Directors may be
called in accordance with the provisions of Section 54956 of the Government Code of the State
of California.
2 O�gAKF9�
T
4851- 2389 - 2244.3 v O
ORIGINAL
Section 3.09. Consent to Meetings. Any director not present at a meeting may, if such
director so desires, file a written consent to actions taken at such meeting with the Secretary.
Section 3.10. Quorum and Manner of Action. A quorum shall consist of a majority of
the voting members of the Board of Directors unless a greater number is expressly required by
these Bylaws. Unless expressly required by statute or by these Bylaws, every act or decision
done or made by a majority of the Board of Directors, at a meeting duly held at which a
quorum is present, shall be the act of the Board of Directors. Subject to the Articles of
Incorporation, no action may be taken by the Board of Directors except upon the affirmative
vote of a majority of the voting members of the Board of Directors. Notwithstanding Sections
3.01 and 3.02 herein, in the event there is no affirmative vote of a majority of the voting
directors of the Board of Directors, the Chairman of the Board shall vote to break the tie vote.
Section 3.11. Notice; Conduct of Meeting. All meetings of the Board of Directors
shall be called, noticed, held and conducted subject to the provisions of the Ralph M. Brown
Act (Chapter 9 of Part 1 of Division 2 of Title 5 of the Government Code of the State of
California). 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 of Directors.
Section 3.12. Compensation of Directors. No director shall be entitled to receive any
compensation for serving as a director or as an officer of the Corporation, except that any
director or officer may be reimbursed for expenses duly incurred in the performance of duties
as director or officer of the Corporation, upon approval of the Board of Directors. Any director
may elect, however, to decline such reimbursement.
ARTICLE IV
POWERS OF BOARD OF DIRECTORS
Section 4.01. General Powers of Board of Directors. Subject to the limitations of the
Articles of Incorporation of the Corporation, the terms of these Bylaws, and the laws of the
State of California, all corporate powers shall be vested in and exercised by or under the
authority of, and the business, property and affairs of the Corporation shall be controlled by,
the Board of Directors. The Board of Directors 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 of Directors.
Section 4.02. Indemnification. To the fullest extent permitted by law, the Board of
Directors may authorize indemnification by the Corporation of any person who is or was a
director, officer, employee or other agent of the Corporation, against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred in connection with such
proceeding, if such person acted in good faith and in a manner such person reasonably believed
to be in the best interests of the Corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of such person was unlawful and, in the case of an
3
4851- 2389 - 2244.3
o�gAKF9
s
Fn
~ r
v o
ORIGINAL
action by or in the right of the Corporation, acted with such care, including reasonable inquiry,
as an ordinarily prudent person in a like position would use under similar circumstances.
Section 4.03. Incurring of Indebtedness. The Board of Directors, on behalf of the
Corporation and in furtherance of its proper purposes, may incur such indebtedness, may issue
bonds, notes, debentures and other evidences of indebtedness of the Corporation, may secure
the same by mortgage, transfer in trust, pledge or other encumbrance of the whole or any part
of the assets of the Corporation, may establish funds and make other provisions for the
payment of such indebtedness and interest thereon, and may otherwise act or enter into other
agreements in connection therewith, in each case as shall be deemed necessary or appropriate
by the Board of Directors.
Section 4.04. Loans and Other Agreements. Subject to the provisions of the
California Nonprofit Public Benefit Corporation Law, the Board of Directors, 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 be deemed necessary or appropriate
by the Board of Directors.
ARTICLE V
LIABILITY
Section 5.01. Nonliability for Debts. The private property of the Board of Directors
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 5.02. 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.
ARTICLE VI
OFFICERS
Section 6.01. Officers. The officers of the Corporation shall be a President/Executive
Manager, a Vice President, a Chief Financial Officer, an Assistant Chief Financial Officer, a
Secretary and an Assistant Secretary and such subordinate officers as the Board of Directors
may appoint. Subject to Section 6.03 of these Bylaws, the office of President/Executive
Manager shall always be held by the City Manager of the City and the office of Vice President
shall always be held by the Assistant to the City Manager of the City without the need for the
Board of Directors to make an appointment for such offices. Additionally, subject to Section
6.03 of these Bylaws and unless otherwise prescribed by the Board of Directors, the office of
4
4851 - 2389 - 2244.3
o``gAKF9�
y
r
U p
ORIGINAL
the Chief Financial Officer shall be held by the Finance Director of the City, the office of the
Assistant Chief Financial Officer of the City shall be held by the Assistant Finance Director of
the City, the office of Secretary shall be held by the City Clerk of the City and the office of the
Assistant Secretary shall be held by the Assistant City Clerk of the City without the need for
the Board of Directors to make an appointment for such offices. When the duties do not
conflict, one person may hold more than one of these offices; provided, however, that neither
the Secretary nor the Chief Financial Officer may serve concurrently as the
President/Executive Manager of the Board. The President/Executive Manager, Vice President,
Chief Financial Officer, Assistant Chief Financial Officer, Secretary and Assistant Secretary
shall have such powers and duties as may be prescribed by the Board of Directors or by these
Bylaws.
Section 6.02. Election, Term of Office. Except as provided in Section 6.01, each
officer shall be appointed by the Board of Directors, or, in the case of the initial officers,
designated by the incorporator, and shall hold office until his or her successor shall have been
appointed and qualified, or until the death, resignation or removal of such officer.
Section 6.03. Resignations and Removal. Any officer may resign at any time by
giving written notice to the President /Executive Manager or to the Secretary of the
Corporation. Any such resignation shall take effect at the time specified therein and, unless
otherwise specified therein, the acceptance of such resignation shall not be necessary to make it
effective.
Any officer may be removed, either with or without cause, by a majority of the Board of
Directors then in office at any regular or special meeting of the Board of Directors, or except in
the case of an officer chosen by the Board of Directors, by any officer upon whom such power of
removal may be conferred by the Board of Directors.
Section 6.04. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause, shall be filled in the manner prescribed in these
Bylaws for regular appointment to such office.
Section 6.05. President/Executive Manager. The President/Executive Manager shall
be the chief executive officer of the Corporation and shall, subject to the control of the Board
of Directors, have general supervision, direction and control of the business and officers of the
Corporation. The President/Executive Manager shall be ex- officio member of all standing
committees, if any, and shall have the general powers and duties of management usually vested
in the office of chief executive officer of a corporation and shall have such other powers and
duties as may be prescribed by the Board of Directors or by these Bylaws. At each meeting of
the Board of Directors, the President /Executive Manager shall submit such recommendations
and information as he or she may consider proper concerning the business, affairs and policies
of the Corporation.
Section 6.06. Vice President. At the request of the President /Executive Manager or in
the absence or disability of the President/Executive Manager, the Vice President shall perform
all the duties of the President/Executive Manager and when so acting shall have all the powers
of and be subject to all of the restrictions upon the President/Executive Manager. The Vice
5 s
m
4851 - 2389 - 2244.3 FC.
U O
ORIGINAL
President shall have such other powers and perform such other duties as may from time to time
be assigned to that office by the President /Executive Manager, the Board of Directors or by
these Bylaws.
Section 6.07. Chief Financial Officer. The Chief Financial Officer shall keep and
maintain or cause to be kept or maintained adequate and correct accounts of the properties and
business transactions of the Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains and losses. The books of account shall at all times be open to inspection
by any director of the Board of Directors. The Chief Financial Officer shall deposit all moneys
and other valuables in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors. The Chief Financial Officer shall disburse the
funds of the Corporation as shall be ordered by the Board of Directors, shall render to the
President /Executive Manager and the Board of Directors whenever they shall request it, an
account of all transactions and of the financial condition of the Corporation, shall take proper
vouchers for all disbursements of the funds of the Corporation, and shall have such other
powers and perform such other duties as may be prescribed by the Board of Directors, the
President/Executive Manager or by these Bylaws.
Section 6.08. Assistant Chief Financial Officer. At the request of the Chief Financial
Officer or in the absence or disability of the Chief Financial Officer, the Assistant Chief
Financial Officer shall perform all the duties of the Chief Financial Officer and when so acting
shall have all the powers of and be subject to all of the restrictions upon the Chief Financial
Officer. The Assistant Chief Financial Officer shall have such other powers and perform such
other duties as may from time to time be assigned to that office by the Chief Financial Officer,
the Board of Directors or by these Bylaws.
Section 6.09. Secretary. The Secretary shall:
(a) certify and keep at the office of the Corporation, or at such other place as
the Board of Directors may order, the original or a copy of these Bylaws, as amended or
otherwise altered;
(b) keep at the office of the Corporation, or at such other place as the Board of
Directors may order, a book of minutes of all meetings of the directors, recording therein
the time and place of holding, whether regular or special, and, if special, how authorized,
the notice thereof given, and the proceedings thereat;
(c) see that all notices are duly given in accordance with the provisions of
these Bylaws or as required by law;
(d) be custodian of the records of the Corporation;
(e) exhibit at all reasonable times to any director, upon application, these
Bylaws and the minutes of the proceedings of the directors of the Corporation; and
(f) in general, perform all duties of the office of Secretary and such other
duties as may from time to time be assigned to such office by the Board of Directors or
the President/Executive Manager.
o``eAKF9�
6 T
4851 -2389- 2244.3 rm
U O
ORIGINAL
Section 6. 10. Assistant Secretary. At the request of the Secretary or in the absence or
disability of the Secretary, the Assistant Secretary shall perform all the duties of the Secretary
and when so acting shall have all the powers of and be subject to all of the restrictions upon the
Secretary. The Assistant Secretary shall have such other powers and perform such other duties
as may from time to time be assigned to that office by the Secretary, the Board of Directors or by
these Bylaws.
Section 6.11. Subordinate Officers. The Board of Directors may elect or authorize the
appointment of such other officers than those hereinabove mentioned as the business of the
Corporation may require, each of whom shall hold office for such period, have such authority
and perform such duties as are provided in these Bylaws, or as the Board of Directors or the
President /Executive Manager from time to time may authorize or determine.
ARTICLE VII
OBJECTS AND PURPOSES
Section 7.01. Nature of Objects and Purposes. The business of the Corporation is to
be operated and conducted in the promotion of its objects and purposes as set forth in Article II
of the Articles of Incorporation.
Section 7.02. Disbursement of Assets During Continuance of Corporation. During
the continuance of the Corporation, the Corporation may distribute any of its assets to the City.
If for any reason the City is unable or unwilling to accept the assets of the Corporation, said
assets will be distributed to the United States of America, the State of California, or any
municipal corporation or political subdivision thereof or to a nonprofit fund, foundation or
corporation which has established its tax- exempt status under Section 501(c)(3) or 501(c)(4) of
the Internal Revenue Code of 1986, as amended.
Section 7.03. Dissolution. Subject to the limitations contained in the Articles of
Incorporation, the Corporation shall not be voluntarily dissolved, except by the vote of a
majority of the Board of Directors. Upon the dissolution or winding up of the Corporation, its
assets remaining after payment of, or provision made for the payment of, all debts and
liabilities of the Corporation, shall be distributed to the City. If for any reason the City is
unable or unwilling to accept the assets of the Corporation, said assets will be distributed to the
United States of America, the State of California, or any municipal corporation or political
subdivision thereof or to a nonprofit fund, foundation or corporation which has established its
tax - exempt status under Section 501(c)(3) or 501(c)(4) of the Internal Revenue Code of 1986,
as amended.
Section 7.04. Merger. The Corporation may merge with other corporations organized
solely for nonprofit purposes, qualified and exempt from State of California taxation and from
Federal taxation pursuant to Section 501(c)(3) or 501(c)(4) of the Internal Revenue Code of
1986, as amended, upon compliance with the provision of California law relating to merger
and consolidation.
7
4851 -2389- 2244.3
o��AK�9
LIP
� m
U O
ORIGINAL
ARTICLE VIII
GENERAL PROVISION
Section 8.01. Payment of Money, Signatures. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness issued in the name of or payable
to the Corporation and any and all securities owned by or held by the Corporation requiring
signature for transfer shall be signed or endorsed by such person or persons in such manner as
from time to time shall be determined by the Board of Directors.
Section 8.02. Execution of Contracts. The Board of Directors, except as otherwise
provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into
any contract or execute any contract or execute any instrument, in the name of and on behalf of
the Corporation and such authority may be general or confined to specific instances and unless
so authorized by the Board of Directors, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its credit or to
render it liable for any purpose or in any amount.
Section 8.03. Fiscal Year. The fiscal year of the Corporation shall commence on July
1 of each year and shall end June 30 of the next succeeding year.
Section 8.04. Annual Audit. The affairs and financial condition of the Corporation
shall be audited annually at the end of each fiscal year as a part of the annual audit of the City.
Section 8.05. Construction and Definitions. Unless otherwise provided herein or in
the Articles of Incorporation, the general provisions, rules of construction and definitions
contained in the General Provisions & Definitions of the California Nonprofit Corporation Law
and in the California Nonprofit Public Benefit Corporation Law shall govern the construction
of these Bylaws.
ARTICLE IX
EXEMPT ACTIVITIES
Notwithstanding any other provisions of these Bylaws, no director, officer, employee, or
representative of the Corporation shall take any action or carry on any activity by or on behalf of
the Corporation not permitted to be taken or carried on by an organization exempt under Section
501(c)(3) or Section 501(c)(4) of the Internal Revenue Code of 1986, as amended, and its
Regulations as they now exist or as they may hereafter be amended.
ARTICLE X
AMENDMENT OF BYLAWS AND ARTICLES OF INCORPORATION
Section 10.01. Amendment of Bylaws. Subject to the limitations contained in the
Articles of Incorporation, any of these Bylaws may be amended or repealed, and new Bylaws
may be adopted, by the affirmative vote of a majority of the directors of the Board of Directors.
o``gAK�q"
s
4851- 2389 - 2244.3
r
ORIGINAL
Section 10.02. Amendment of Articles of Incorporation. Subject to the limitations
contained in the Articles of Incorporation, the Articles of Incorporation of the Corporation may
be amended by unanimous vote of the Board of Directors.
E
4851- 2389 - 2244.3
s 1,
� r
U O
ORIGINAL