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HomeMy WebLinkAbout08 T PUB INFO DIRECTOR 06-06-94NO. 8 6-6-94 Inter-Com DATE: May 23, 1994 WILLIAM A. HUSTON, CITY MANAGER 10: COMMUNITY SERVICES DEPARTMENT FROM: APPOINTMENT OF NEW DIRECTOR FOR TUSTIN PUBLIC INFORMATION, SUBJEC~ INC. RECOMMENDATION: I · 'Remove Julie Carter, former Administrative Assistant in Administrative Services, and Judi Rowland, former Recreation Supervisor in Community Services, from Tustin Public Information, Inc. Board of Directors. Both left the City on March 31, 1994. Appoint Gary Magill, Recreation Supervisor, as a replacement Board Member. The additional Board vacancy should be filled when the appropriate staff is hired to replace the currently vacant Recreation Supervisor position. FISCAL IMPACT: There will be no additional expense to the City. the Board of Directors serve without compensation. Ail members of BACKGROUND: In 1984, Tustin Public Information,Inc-, (TPI), was the nonprofit public benefit corporation formed to provide a reduced bulk mailing rate for the Tustin Today, the City's quarterly recreation brochure and newsletter. TPI meets annually the. third Thursday in July to review costs related to postage and production of the brochure and recommend changes for the next fiscal year as necessary. The remaining Board of Directors consists of Susan Jones, Ronald Nault, and Larry Schutz. Gary Magill, Recreation Supervisor, has taken over supervision of contract classes and brochure production. Because of this, it is very appropriate that he be selected to serve on the Board of Directors. According to Section 12 of the Bylaws the Council needs to remove the current Board Members, Judi Rowland and Julie Carter, who no longer work for the City, and appoint new Board Members. Because there is a vacant position in Community Services, staff will come back to the Council to appoint the second Board Member when new staff is hired. A copy of the Bylaws is attached. Susan M. Jones, Recreation Superintendent Attachment: Tustin Public Information Bylaws BYLAWS OF TUSTIN PUBLIC INFORMATION, INC. ~%RTICLE I QRGANI ZATION · Section. 1. Name... The name of this Corporation (the "Corpora- tion") shall be Tustin Public Information, Inc., and its principal office shall be located at 300 Centennial Way, Tustin, Orange County, California 92680. Section 2. Qrganization. The Corporation is a Non-Profit Public Benefit Corporation organized under the laws of the State of California for the specific and primary purposes set forth in the Articles of Incorporation. Section. ~. Change of Address. The Board of Directors has full power and authority to change the principal office of this Corpora- tion from one location to another in the City of Tustin, Orange County, California. Any such change shall be noted by the Secretary in these By-Laws but shall not be considered an amendment of these By-Laws. mICLE II ~EMBERSHIP Section 1. This Corporation shall have no members. ARTICLE III Sectio.n. 2. Number of Directors . The Board of Directors shall consist of five (5) persons. The number of Directors may be changed by amendment of this By-Law; provided, however,, that there shall never be less than three (3) Directors. Section 3. Terms of Qffic¢. Each Director shall hold office for the term of one (1) year and until the election and qualifica- tion of a successor or until death, resignation or removal. The Directors of this Corporation shall be: Ronald A. Nault Gay Lona Hamblin Royleen A. White Judith L. Ormsby Jeffrey C. Kolin Section 4. Organizational Meeting. The Board of Directors may at any time, hold an organizational meeting at which the Directors shall organize by electing a President, a Vice-President, a Secretary and a Chief Financial Officer. Each officer shall hold office until the election and qualification of his successor or until his death, resignation or removal. Section 5. Place of Directors' Meetings. A Meeting of the Board of Directors shall be held at the principal office of the Corporation as specified in Article I, Section 1. of these By-Laws or as changed from time to time as provided in Article I, Section 3 of these By-Laws. Section 6. Regular Meetings. The Board of Directors, by reso- lution, may provide for the holding of regular meetings and may fix the time and place of holding such meetings. Notice of regular meetings need not be given. If any day ~ixed for the regular meetings of the Board of Directors falls on a legal holiday, the meeting scheduled for that day shall be held at the same hour on the next succeeding day which is not a legal holiday. Section 7. Special Meetings, Notice, Waiver. A special meeting of the Board of Directors shall be held whenever called by 2 the President, by the Vice-President if the President is absent or unable or refuses to act, or by any three (3) Directors. 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 given to absent Directors if the time and place are fixed at the meeting adjourned. The transactions of any meeting of the Board of Directors, however called and noticed and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before of after the meeting, each of the Directors not present 'signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. All waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Section 8. ~ction by, Written Consent. Any action required or permitted to be taken by the Board of Directors under any provisions of law or these By-Laws may be taken without a meeting, if all members of the Board 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 proceedings of the Board of Directors. Such action by 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 Corporation authorize the Directors to so act and such statement shall be prima facie evidence of such authority. Section 9. Compensation. No Director shall be entitled to receive any compensation for service as a Director or an officer of the Corporation. Section 10. Quorum 'and Manner Qf Action. At all meetings of the Board of Directors, a majority of the Directors in office at the time, present in person at such meeting, shall be sufficient to constitute a quorum. Unless a greater number is expressly required by statute or by these By-Laws, every act or decision done or made by a majority of the Directors present at a meeting duly held, at which a quorum is present and acting, shall be regarded as the act of the Board of Directors. Section 11. Conduct of Meetings. The President, or in the absence of the President, the Vice-President, or in the absence of the Vice-President, a Chairman chosen by a majority of the Directors 'present, shall preside. Section 12. Resignations and Vacancies. Any Director of the Corporation may resign at any time by giving written notice to the President or to the Board of Directors. 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. A vacancy or vacancies on the Board shall be deemed to exist in the event of death, resignationr 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 §hall hold office until a successor is appointed. Section 13. Removal of Directors. Any Director may be removed from office by action of the City Council of the City of Tustin. POWERS OF BOARD OF DIRECTORS All corporate powers shall be-exercised by or under the authority of, and the business, property and affairs of the Corpora- tion shall be ~controlled by the Board of Directors. No Director shall be responsible for any error in judgment or for anything that he may do or refrain from doing in good faith. OFFICERS Section 1- Number and Oualifications. The officers of the Corporation shall be a President, a Vice-President, a Secretary and a Chief Financial Officer and such subordinate Officers, as the' Board of Directors shall deem appropriate. Any number of offices may be held by the same person except that neither the Secretary nor the Chief Financial Officer may serve concurrently. Section ~. Appointment and Resignation. The Officers shall be chosen by the Board of-Directors and serve at the pleasure of the Board. An Officer may resign at any time after giving written notice to the Board of Directors. ARTICLE VI RECORDS Section 1. Corporate Records. 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 being converted into written form. (2lA) CERTIFICATE OF SECRETARY OF TUSTIN PUBLIC INFORMATION, INC. I, ~/~/~F~ , certify that I am the duly elected and act'~g S~retary ~f said Corporation, and that the foregoing By- Laws, comprising ~// (~) pages, constitute the By-Laws of said Corporation as duly adopted at a meetin~ of the Board of Directors thereof held on' the // day of~ , 1984. Dated: 1984 ~/ ~retary/