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HomeMy WebLinkAbout24 T SR. CTR FUND 06-06-94NO. 24 6-6-94 OATE: May 31, 1994 Inter-Corn TO: WILLIAM A. HUSTON, CITY MANAGER FROM: COMMUNITY SERVICES DEPARTMENT SUBJECT: RKPI.~~ ~]!:R:S FOR THE TUSTIN AREA SENIOR CENTER FUND, INC. BOARD OF DIRECTORS RECOMMENDATION: Appoint a Council representative to the Board of Directors of the Tustin' Area Senior-Center Fund, Inc. Pleasure of the Council. The TustinArea Senior Center Fund, Inc. was established in 1985 to raise mogey for the construction of the TUstinArea 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. -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. Former Council Person Leslie Anne Pontious had previously represented City Council on this post. 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. Susan M. Jones Recreation Superintendent Recreation Supervisor Attachment: Bylaws BY-LAWS OF TUSTIN AREA SENIOR CENTER FUND, INC. ORGAN I ZAT I ON c~ 1. Name. The name of this Corporation (the "Cor- poration") shall be Tustin Area Senior Center Fund, Inc., and its principal office shall be located at 300 Centennial Way, Tustin, Orange County, California 92680. · Section 2. Organization. The Corporation is a Non-Profit Public Benekit Corporation organized under the laws of the .State of California for the specific and primary purposes set forth in the Articles 'of Incor-poration. Section 3. Chang~ of 2~. The Board of Directors has full power and authority to change the principal office of this Corporation 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 amend- ment of these By-Laws. MEMBERSHIP This Corporation shall have no members. ~III DIRECTORS Section .!. Numb. er of Dir¢c. tors. The Board of Directors shall consist of five (5) persons, and shall be comprised of two (2) members of the City Council of the City of Tustin, the City Manager of the City of Tustin, and two (2) members of the Senior 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. .~/~ 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 Hust on Mar garete Thompson Ken Hoester ey Ursula Kennedy Richard Edgar ~ 3. Organizational ]~. The Board of Directors may, at any time, hold an organizational meeting at which the Directors shall organize by electing a ~President, a Vice-Presi- dent, a Secretary and a Chief Finan.Cial Officer. Each officer shall hold office until the election and qualification of his successor or until his death, resignation or removal. ~ 4. Place Of Directors' ~. 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 t° time as provided in Article I, Section 3 of these By-Laws. c~ 5. ~ M t~. 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. Notice of regular meetings need not be given. If any day fixed 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 holi- day. Sectio~ 6. ~ Meetings, Notice, ~aiver. 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 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 or 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 waiver.s, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meetings. · . c~ 7. Action _~ .W..ritten Consent. Any action r~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 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 pro- ceedings of the Boar'd 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. ~ 8. Compensation. No Director shall be entitled to receive any compensation for service as a Director or an officer of the Corporation. ~ 9. ~ .and ~anner o( 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 suffi- cient 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 j 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. ~ 10. Conduct of Meetinqs. 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. ~ 11. Resignations an~d 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 other- wise 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, 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. $_9_q_t~O_B 12. Re~ of Directors. Any Director may be removed from office by action of the City Council of the City of Tustin. ~ IV ~ OF BOARD OF DIRECTQRS All corporate powers shall be exercised by or under the authority of, and the business,-property and affairs of the Corporation 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. 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 2. ~5~_P_O~ment _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. 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 being converted into written form. SA:lw:D: 12/12/85 (102) 6