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HomeMy WebLinkAboutNB 1 TASC FD MEMB'S 11-01-93NEW BUSINESS NO. 1 11-1-93 DATE: October 25, 1993 Inter-Com WILLIAM A. HUSTON, CITY MANAGER 10: COMMUNITY SERVICES DEPARTMENT FROM: REPLACEMENT MEMBERS FOR THE TUSTIN AREA SENIOR CENTER FUND, SUBJECt INC. BOARD OF DIRECTORS RECOMMENDATION: le Appoint Marissa Charette to the Board of Directors of the Tustin Area Senior Center Fund, Inc. · Appoint a Council representative to the Board of Directors of the Tustin Area Senior Center Fund, Inc. BACKGROUND: The Tustin Area Senior Center Fund, Inc. was established in 1985 to raise money for the construction of the Tustin Area Senior Center. When the Center opened in 1989, the Articles of Incorporation were amended to include acceptance of gifts and donations to aid in capital acquisitions and operation of the Center. Some of the projects financed by the Fund include the reception desk located in the lobby, computer software to produce the monthly newsletter, and class room window coverings. The last annual meeting of the Tustin Area Senior Center Fund, Inc. Board of Directors was held in December 1992. At that time two members resigned. Dick Edgar, the Council representative, was no longer on the City Council and Ursula Kennedy, Member-at-Large, no longer resided in the City. Current remaining members of the Board include President Margarete Thompson, Secretary Janet Schwartz, and Chief Financial Officer Bill Huston. Marissa Charette of Broadmoor Print and Graphics is interested in serving as the Member-at-Large. She is a local business person, a member of the Chamber of Commerce, and has sponsored many of the City's special events. President Thompson feels that Ms. Charette would be an excellent Boardmember with her many community contacts. The Council needs to appoint a member to fill the City Council representative vacancy. According to the bylaws, the Board of Directors consists of one member from the City Council, one member from the Senior Advisory Board, The City Manager, and two Members-at-Large. In the original bylaws two members from the City Council were appointed. These bylaws were amended when the Center opened to provide more variety in the Board make up and provide possible fundraising contacts. The next annual meeting is scheduled for the first Monday in December Prior to the Council Meeting. Staff would like to have the new members in place as soon as possible. President Margarete Thompson and Recreation Supervisor Melissa O'Neal will be in attendance at the November 1 Meeting to answer any questions the Council may have. Susan M. Jones, Recreation Superintendent smj~/~ascl~d..ah Attachment: Bylaws cc: Melissa O'Neal, Recreation Supervisor Margarete Thompson, President B¥-LA~S OF TUS~IN AREA SENIOR CENTER FUND, INC. 0RGANI ZAT!ON c~ 1. Name. The name of' this Corporation (the "Cot- - ~ potation ) shall be Tus~.n Area Senior Center Fund, Inc., and its · principal office shall be located at 300 Centennial Way, Tustin, Orange County, California 92680. Section 2. 0r?anizatio~. The Corporation is a Non-Profit , Public Benefit Corporation .~rganized under the laws of the State cf California for the specific and primary purposes set forth in '%=~-.~ ~_~tic!e=_ of Incorporation. S=~+~c=__ .... -_.~ Chance_ cf ~.dd~===~___. The Board of D~_ rector =_ has full Dowe~ and authority to chance the princeps! of= ~ - ~ - ._ice of this Co-_rotation from one location to another in the City cf Tustin, Cranc. e County, California. Any such change shall be noted ky th'e £ec-e.~ary in these By-Laws but shall not be considered an amend- r. enZ cf the=e P-y-Laws. This Corporation shall have no members. DIRECTORS Sect ion !. Number o._ Di~ec_ors. The Bo=rd of Directors sha2~ con={-~ of five (~ - --=~ persons, and shall be comprised of two (2) members of the City Council of the City of Tustin, the City . -~ and two (2) members of the Senior .~anacer cf the City of T,,s~.n, Center Steering Committee. The number of Directors and composi- tion of the Board may be changed by amendment of this By-Law; provided, however, that there shall never be less than three (3) Directors. ~ 2. ~_~Ims of ~. Each Director shall hold office for the term of one (1) year and until the election and qualification of a successor or until death, resignation or removal. The Directors of this Corporation shall be: William ~ust on Margarete Thompson Ken ~oesterey Ursula Kennedy Richard Edc_ar c c~ 3. Organizati~na! M. eetin_c. The Board of Directors may, at any time, hold an organizational meeting at which the Directors shall or_canize by electing a President, a Vice-Presi- dent, a Secretary and a Chi.~f Financial Officer. Each officer shall hold office until the election and c ua! if i ca ti on of his =ucce=sor or until his death, resi. - - , ¢~=~on cr remcval. ...... : _ _.ac= .r~_~ ~ Mee~_nc_$. A mee+~ng of the Board of D~rectors shall be held a~ the princi_ra! office cf the Corporation as s.~eci=ied in Article i, Secticn! cf these By-Laws -- or as changed from time to time as provided in Article I, Section ~ cf the=e By-Law= · . - ~ ~- ~ bv Cect~on i. R=cu!a~ M=~_ngs. .he Board of Directors, reso!utien, may pr~ide for the holding of regular meetings and may fix the time and place of holdinc such meetings. Notice of regular meetings need not be given. If any day fixed for the recu!a~ meetings of the Bcard of Dire_.ors fa!!= on a leca~ holiday, t.~e meetinc~ scheduled for that day shall be held at the -- same hour on the next succeeding day which is not a legal holi- day. SectiQ~ 6. ~ Meetinas, t~ Waiver. A special meeting of the Board of Directors shall be held whenever called by the President, by the Vice-President if the President is absent or unable or refuses to act, or by any three (3) Direc- tors. Written notice of each such meeting shall be delivered personally to each Director or sent to each Director by the day on which the meeting is to be held. Notice of adjournment of a meeting need not be .civen to absent Directors if t'].he time and place are fixed at the meeting adjourned. The transactions of any meetinc, of the Board of Directors, however called and noticed and wherever held, shall be as valid as though had at a meetinc. duly held after rec. u!ar call and notice, if a quorum be present and if, either before or aft=r the meeotinc_, each cf the Directors not present signs a written waiver cf notice or a con=ent to ho!dinc, such meeting or an approval cf the minutes thereof. ~_~! waivers, csnsents or apprcva!s shall be filed with the corporate records or made a part .of the minutes of the meetinc~s. .. Section 7. Action by written Consent. Any action req-_uired or permitted to be taken by the Board of Directors under any provisions of law or these By-Laws may be taken without a meet- ing, if all members of the 5oard of Directors shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the pro- ceedings of the Board of Directors. Such action bv written consent shall have the same force and effect as a unanimous vote of such Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the By-..Laws of this Csrporation authorize the Directors to so act and such statement shall be prima facie evidence of such authority. ~_8. Compensation. No Director shall be entitled to receive any compensation for service as a Director or an officer of the Cor.roration. · ce'-~{on Q Ouo~um ..and Manner Of Action. At all meetings of the 3card cf Directors, .a majority of the Directors in office -. at the -ime, present in person at such meeting, shall be suffi- -~ constitute a quorum. Unless a greater number is express'v recuired by statu=e or bv these By-Laws, every act or declsic- done or made by a majority 'jof the Directors present at a m==~i-c duly held, -~ wh{ {_ pre=ent and act{ng, --- _ _ =~ _ch a quorum _= _ _ ..... -e'~ec =: the ~ct of the Board of Directors. - - ^ - · = ~,~,~=tlng= The ~esident, $=c ~ ~n ~0 Conduct o~. ,. __ ' .... or in the ~_en~e cf the o~-- si cent, the Vice-President, or in the absence cf the Vice-President, a Chairman chosen ky a majority of the '-'{~=.--crs present, shall preside. Resi_cnat~o~= and Vacanci== A~v n{rector cf the tofF-station ma,; resicn =t -ny time by civinc writ~=n nctic= to the Pre_:de?.t or to the Board of Dir=~tor= Such r esi cna ti on shall take effect at the time specified therein and unless other- wise =-=~--{=; therein, the acce.~tance of such resicnation sha!~ not he neces=ary to make it effective. A vacancy or vacancies cn the Board shall be deemed to exist in the event of death, resignation, or removal of any Director, or the failure of the City Council of the City of Tustin at any time to appoint the full number of Directors. Any vacancy in the Board of Directors may be filled by appointment of the City Council of the City of Tustin. Each Director so appointed shall hold office until a successor is appointed. ec~ ~. R__emova_~l of Directors. Any Director may be removed from office by action of t~he Citf Council of the City of Tustin. W~, Q~ BOARD OF DIRECTORS · ,. Ail corporate powers shall be exercised by or under the authority of, and the business, property and affairs of the · Corporation shall be cont~oi!ed by the Board of Directors. Nc DJ ~=c~-or shall be responsible for any error in judgment or ~ -'~ - -'or anything that he may do cr re-rain from doing in good faith. ~E V Section t. Nu.mber .and Oua!ifications. The officers of the Corporation shall be a President, a Vice-President, a Secreuary and a Chi=~ Financial Officer and =uch subordinate .~ officers, as the Board of Directors shall deem appropriate. An,/ number of offices may be held by the same person except that neither the Secreta~f nor the Chief Financial Officer may semze concurrent!v. -- Sect~oq 2. Appointment an__~d Re$ignat%oq. The officers sba!. _. be chosen by the Board of Directors and serve at the pleasure of the Board. An officer may resign at any time after givinc, written notice to the Board of Directors. CORPORATE ~ The Corporation shall keep adequate and correct records of account and minutes of the proceedings of its Board. The minutes shall be kept in written form or in any other form capable of beinc_ converted into written form. SA:!w:D: 12/12/85 (102) WAIVER OF NOTICE AND CONSENT · AND · ' CONSENT TO HOLDING FIRST MEETING OF DIRECTORS · . · ' OF TUSTIN AREA SENIOR' CENTER FUND, INC. · . . We, the undersigned Directors of Tustin Area Senior Center Fund, Inc., a California corporation, waive notice of the first meeting of the Board of Directors of the corporation on the 16th day of December, 1985, at 6:30 o'clock P.M., at 300 Centennial Way, Tustin, CA 92680, and consent to this meeting being held· at that time and place and to the transaction of any and all busi- ness by the directors at the meeting, including adopting bylaws, electing of officers, providing for issuance of stock, adoDting_ a corporate seal and form of share certificate, and any other action that may be required or appropriate to complete the organization of the corporation. DATED: December 16, 1~8~ William Huston Marguerite ThcmDscn Ken Hce st e_~y /--- Richard Edgar SDA:!w :D: 12/12/85 (!4) CERTIFICATE OF SECRETARY OF TUSTIN AREA SENIOR CEA~ER FUND, INC. I, ~ ~ ~_~ ~ , certify that I am the du!v elected and acting Secreta~of saS~ Corporation, and that the foregoing By-Laws, comprising six (~) pages, constitute the By- Laws of said Corporation as duly a~opted at a meeting o~ the Board of Directors thereof held on the 16th day of December, 19 85. Dated: December 16, 1985 - --'~. ,~: ~--'.;.t~i:"-':j..:: .':..':'.'" i ~Z?k.i "~' ~" '-," ,~--- ' - . r~-~-~.'.~.~e -' .... ' ~ ~ ~-NTER wr~m ,:~Tt~'r:~-/-. -~ .- . -..- . . .- . ...... · ~,; ...... We-'the undersi:ned, certify that: ~'"'~:' ~:""' ~ .-:':--"~e =a-~'~:-~::~ - -- .~ *~,,- ..,.. .. · '~*~,~,:: ...... . --. at least a majority of the Dtrecuors of .............. ~= .... :'---- ; ..... 7 : ' -'~':..' . . . - .... -'~:':T~Sti'n":A~e'a '. ~e%i'o~i'C~:~r ~U~d Inc. /~'a Cai :~{~=;::~:~"~:" ..... :' '" ...... ~ '-" "'' "' ifo~nia nonprofit Sea, eta. fy' and Treasurer of ~j'~7~:: ~3 ...... · . · . . :~%~';T'6g"ti'n'A'r~a Seni "feuder Fund, Inc. ~_.~i-.. ~_.~ - o r' ' -., ,a~ · . ::,.%r.-j::-.r...--z.The Directc-z are :h~ on!v meabe., of the corporation. . . -~'.~< :, .~. . -. ~. _ . . , ; . "'" ~'~'~apk/Artic~ i! ia ~rebv amended to read as follows: . - ~ ~.~ ~.~ · -. -~..... ..... -,'~':~.- ' .... - .... is Co~pcra~on -:_ ~-~'.-~-.-.-:= - -- -= a nonDroSit public benef5 . corporation ~nf is not crganiz=~ for the pri%~a~e cf any pets--, iu is o'canized unde~ the Nonr-cf~- Public Ba.uefi~ Cot?oration La~ for public pur~.rses. · '- The public ur-roses are ckar::=~._e a ~n3__ cons ' cf · '.- organizing, sccnscrlnc and enc~uracinc fund . ~- and aisiv~ti~ ant the acceptance of ~ - ~ ..... - ~a~-.- and °~erati:'ts- o~ :he ~ust~n Area Senior Center in Tustin, Cali:-,n:a. = c ::.mendr. e.~-_ is = sole amendment and chance .,_~.: j- %_- ~ '=~~'tke Article~ of incc--~ ~ ~ ,. ..,~.-.,..~...:.-a..-.;' - - r_~i~., of uae Tustin Ar== ~e. nior Cent=~ President ~ (J MA RG,~RE."'E THOMPSON /~-' Vice-Presider,: (S'igna:"-ez ¢cr.:inued or. Pa~e 2) *,.*~_,,.,,,.,~[ ..-- . , .,?_,-?:** '-.-:..,*..,.~___~_,~ _ . ... '**J??'"-i---'.-i:'. - -:...-*. :.. .: ~ ,. .. - ~ . %.°2.-- ...' '. .. *o*-,', .. · · . '~"-~'i-"72: '2'= ' .' :..- '.' -.. o .. . -.."~-'?'- '." 2'. . ·: · - ,.. o ,........ ·... · . - .... -. .. .~.,,~.,-.-:..'**r'. ,-', -'...,**: - *.,,..' =. :*...... '*'-':':.~ ...o * . o..- -..-.- .. .;&;; -.~ ;_**: ..... ..., ... .... ?f'-7~-**' '*~ -- * ' . . ....... . -... **-*- . .!-~' :,*- , .-:._ .. - o~.=~..~...,.,-~:--.___~_ . ' .. ~-: "-: .'7 .- .7--'.' ; ;- ' : ' "'- ' ' ' ~-:--~--. --5_':.;. :-_: '.. *.*:t::~X.~'' ;'*'" (: E a c h ~ -.'-."*- - . ... . .~ :. ~,~ ,L'**-J -.' - ~..'-.. --- ~ JA/4ET SCHWARTZ Secretary W,ILLIAM A. HUSTON .Chief Financial. Officer .. VERIFICATION cf the *undersigned dec!a,e under penalty of perjury ~atement~_ ccn~a~ned in the .- correct Of his ~r he.-- own was executed cn the ~_ Fc-=gcinc Cartif~ ~ - , ~cate knowledge and that day cf ~ j;uNr~. ¢r~,.*.~=~2 Secretary WILLIAM. A. HUSTON Chief_ Financial Office~~ , Richard Edg-=z JGR:cas:D: 3/6,/~_ ? ~A4) MINUTES OF THE BOARD OF DIRECTORS TUSTIN AREA SENIOR CENTER FUND, INC. · It was proposed that the membership of the Board of Directors be changed from having five (5) Directors, composed of two members of the City Council of the City of .Tustin, the City Manager of the City of Tustin and two members of the Senior Advisory Board, and instead to have the Board composed of one member of the Tustin City Council, the Tustin City Manager, one member of the Senior Advisory Board and two members-at-large. There was discussion and after discussion, a motion was duly made, seconded and adopted approving the proposal and adoptin~ Resolution No. 90-96, a copy of which follows, these minutes. It was also duly moved, 'seconded and approved by a majority of t_he Board that the following persons be appointed to t-he Board cf Directors effective as of tine ~_ day of _..~___=_j. ~ ~L,~w~z-~ , 1990: ~ % {S~ ~.~. - ~ Director ~ . ' , Director Director · · o , Director , Director JGR'rr'R:7/27/90(a\1056.rr) (1i) RESOLUTION NO. 90-96 A RESOLUTION OF THE BOARD OF DItLECTORS OF TUSTIN AREA SEPXiOR CENTER FUND, INC. WHEREAS, a re?ular meeting of the Board of Directors of Tustin 5 Area Senior Center F~-.d, Inc., a non-profit public · benefit corporation organized under the laws of the State of California, 6 was regularly and duly held on the Z~day of .%e- .~---- , 1990; and ? · Wq{EREAS, the Board cf Directors of Tustin Area Senior Center 8 Fund, Inc. has pursuant :o its A_rticles of Incorporation and its by-laws, had five (5) Directors, composed cf two (2) members of the 9 City Ccunci! of the City cf Tustin, the City Manager of the City cf Tustin and two (2) members cf tiue Senior Advisoz-f Board; and !0 W~-EREAS, the Tustin .'-_-ea Senicr Center Fund, Inc. is permitted !! by law to amend the pruvlsicns cf its by-laws insofar as to chance the ?ca!ificaticn fcr memkers cf the B~ard of Dir'ectors; and 12 W~E.REA~ it was p_~csed , =- a re=u!ar meeting of the Board of 13 Directors of Tustin A_~ea-senicr Cente_L Fund, inc. that the bv-!aws be chanced to provide ~-- . ~..=_ ti~e Bcard cf Directors be comprised cf !~ one mer~er of the City C:unci! cf the City cf Tustin, the City Manager cf the City cf TusU£n, one me.r~er of the Senior Advisc~-f 15 ~card and two merJmers-at.-larre; and Wq~iEP?--3.S, there was dlscusslcn cn such propose! and it was the deBe_-m..ina~icn of the Dire._-~crs zi-.at such an amendment would be in !? the bes~ interest cf t~.= 'u_-i'=~ n Area. Senicr CenSer Fund, Inc. -~ ~ ......... , -- ' ..... _ ~SOL'~D that' Secticn ~ cf A3.TiCLE z-z cf the By-Laws cf Tus~in Area Senicr Center Fund, Inc. ~ be and the =ame are herek -=. dad =~ _ __ - : = n ~ read as follows 20 ~.-qTZCLE III o ~ D ,_-RE CTORS 22 Secnicn 1. Number cf 2irec~ors. The Ecard of Directors shall consist cf five (5) persons =nd shall be comprised of one me.~;~er 2~ cf the Ciuv Council cf t%= Ciuv cf ~u=~in the City Manace~ cf the Ci.-_v_ cf Tus~in, one (!) re_mU__= =- cf the Senior Advisory Board and two = Direcno~= and composition, of 2% (2) members-at-large. The number the Board of Directors ma'=' be changed by amendment cf t~is by-law, ovided, hcwever, thattke_e~ shall_ never be any less than three (3) Directors. 2? 28 2 10 1! 12 13 PASSED AND ADOPTED on the ~ ~da of · . . ~ Y ~ , 1990, Dy a majority of the Board of Directors~of Tustin Area Senior Center Fund, Inc. · Director Director Director 'Director 15 16 !? 18 19 2O 21 22 24 25 26 27 JGR: kh~:: R: 7.,'Z£/gO ( ak ~ 056. 2S