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HomeMy WebLinkAbout25 AMEND BYLAWS 01-16-95NO. 25 1-16_-~95 ATE: January 9, 1995 Inter-Corn TO: FROM: SUBJECT: WILLIAM A. HUSTON, CITY MANAGER COMMUNITY SERVICES DEPARTMENT APPROVE TUSTIN COMMUNITY FOUNDATION BOARD OF DIRECTOR RESOLUTION #95-1 TO AMEND BYLAWS CONCERNING NUMBEROF MEMBERS · ~ND COI~POSITION OF MEMBERS TO THE BOARD OF DIRECTORS RECOMMENDATION: Approve the Tustin Community Foundation Board of Directors Resolution #95-1 to amend the Bylaws of the Tustin Community Foundation to do the following: Change the number of Tustin City Councilmembers from two (2) members to one (1) member on the Board of Directors. · Increase the number of Boardmembers to "up to" fifteen (15) members. These Boardmembers would serve three year terms and be elected by a four-fifths (4/5) vote of the Tustin City Council. The Bylaws may be amended by a majority vote of the Board of Directors and subject to the approval of a majority of the membership of the Tustin City Council. BACKGROUND: Over a period of several meetings, the Board discussed expanding the size of the membership of the Foundation Board of Directors from seven (7) members to "up to" fifteen (15) members. Changes to the number of members on the Foundation Board of Directors could be made by a resolution to amend the Bylaws. Resolution #95-1, along with a copy of the Community Foundation Bylaws, is attached. Currently the Bylaws of the Tustin Community Foundation concerning the Number of Directors states that the number of Directors shall be seven (7), two (2) of whom shall be members of the Tustin City Council. One of the main reasons given for expanding the Board was to provide more volunteer leadership to get work done and more contacts with various businesses in the Community. This could be particularly effective if future Boardmembers were carefully selected because of special skills or relationships with the business community. Even though members would be carefully selected because of special talents, all candidates for membership on the Board of Directors would be subject to City Council approval. The Board recommended adoption of the attached resolution at the January 10, 1995 Meeting. According to the Bylaws the recommended changes must be forwarded to the Tustin City Council for formal adoption. With Council approval, the process to recruit additional Boardmembers could begin. Susan M. Jones, Recreation Superintendent smJ 3/reso. tc~f attachment: Resolution #95-1 Bylaws of the Tustin Community Foundation 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 2O 21 22 23 24 26 27 28 RESOLUTION NO. 95-1 A RESOLUTION OF THE BOARD OF DIRECTORS OF TUSTIN COMMUNITY FOUNDATION WHEREAS, .a regular meeting of the Board of Directors of Tustin Community Foundation, a non-profit public benefit corporation organized under the laws of the State of California, was regularly and duly held on the day of 1995, and WHEREAS, the Board of Directors of Tustin Community Foundation, has pursuant to its Articles of Incorporation and its by-laws, had seven (7) Directors, composed of two (2) members of the C~ty Council of the City of Tustin, and five (5) members elected by a four-fifths (4/5) vote of the City council; and WHEREAS, The Tustin Community Foundation is permitted by law ta amend the provisions of its by-laws insofar as to change the number of members and qualification for members of the Board of Directors; and WHEREAS, it was proposed at a regular meeting of the Board cf Directors of'Tustin Community Foundation that the Bylaws be changed to provide that the number of Directors be increased from seven (7) to fifteen (15) members, that the number of Directors who shall be members of the Tustin City council be decreased from two (2) to one (1) member, that the terms of the new members of the Board be equally divided among three (3) years, two (2) years and one (1) year, and that the number of members upon whose request a regular meeting must be called be increased from three (3) to six (6) cr seven (7); and WHEREAS, there was discussion on such proposal and it was the determination of the Directors that such an amendment would be in the best interest of the Tustin Community Foundation NOW, THEREFORE, IT IS HEREBY RESOLVED that Sections 1 and 3 c~ ARTICLE V, and Section 2 and 2.5 of ARTICLE VI of the By-Laws cf Tustin Community Foundation be amended to read as fol%ows: ARTICLE V BOARD of DIRECTORS Section 1. Number of Directors. The number of Directors shall be fifteen (15), one (1) of whom shall be a member of the Tustin City Council. , · Section 2. powers of Directors. [No change] Section 3 Number of Directors. The Board of Directors shall be comprised of one (1) Tustin City Councilmembers selected by the City Council and fourteen (14) members elected by a four- fifths (4/5) vote of the Tustin City council. Each board member shall serve for a term of three (3) years; except for any board members added by Amendment of these Bylaws, of which group, an equivalent number of members shall serve terms of three (3) years, two (2) years and one(l) year each, as determined by the Tustin City Council. 1 3 4 5 6 7 8 9 10 11 12 13 14 15 16 I7 18 19 20 ~2 25 26 28 ARTICLE V MEETINGS OF THE BOARD OF DIRECTORS Section 2. Reqular Meetinqs. Regular meetings of the Board oI Directors for any purpos~ or purposes shall be called at any time by the President. The President shall be required to call a meeting upon the joint request of third of the Board's Membership. All meetings of the Board of Directors shall be governed by Robert's Rules of Order, including such revisions thereof as may from time to time be published, except insofar as such rules are inconsistent with these Bylaws, with the Articles of Incorporation, or with applicable law. Section 2.5 Special Meetinqs. Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the President. The President shall be required to call a special meeting upon the joint request of third of the members of the Board. PASSED AND ADOPTED on the day. of 1995, bY a majority of the Board of Directors of Tustin Community Foundation Director Director Director Director Director Director Director S'~R 6: TCFR F--~O. 9 ¢ 1 BYLAWS OF THE TUSTIN COMMUNITY FOUNDATION ARTICLE I Name The name of this Corporation shall be The Tustin Community Foundation. ARTICLE II Principal Office The principal office of this Corporation for transaction of business is located in the City of Tustin and the County of Orange, California, at 300 Centennial Way, Tustin, CA 92680. 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, California. ARTICLE III Purpose The purposes of The Tustin Community Foundation are to lessen the burdens of government and to promote and SUDDort the cultural, recreational and human services needs of the ~ty of Tustin. ARTICLE IV Membership This Corporation shall have no members other than the persons constituting its Board of Directors. The Board of Directors shall, under any statute or rule of law, be the members of this Corporation and shall have all the rights and powers members would othe_~wise have. ARTICLE V Board of Directors Section .1. Number of Directors. The number of Directors shall be seven (7), two (2) of whom shall be members of the Tustin City Council. Section 2. Powers 9f Directors. Subject to the provision of the California Nonprofit Corporation Law and any limitations in the Articles of Incorporation and these Bylaws, the business and affairs of this Corporation shall be managed, and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board of Directors may delegate the performance of any duties or the exercise of any powers to such officers or agents as may from time to time by resolution be designated. Section _3. Selection and Term of Office. The Board of Directors shall be comprised of two (2) Tustin City Councilmembers selected by the City Council and five (5) members elected by a four-fifths (4/5) vote of the ·Tustin City Council. Each board member shall serve for a term of three (3) years; except for the first seven (7) members elected to the Board of Directors, of which three (3) members shall serve terms of three (3) years each, two (2) members shall serve terms of two (2) years each and two (2) members shall serve terms of one (1) year each as determined by the Tustin City Council. ' Section 4~. Vacancies. A vacancy in any City Councilmember Director position because of removal, death, resignation, expiration of term or otherwise, shall be filled by the Tustin City Council pursuant to the provisions of Article V, Section 3. A vacancy in any other Director position shall be filled by a four-fifths (4/5) vote of the Tustin City Council. Any person selected to fill a vacancy on the Board of Directors shall hold office for the unexpired term of his or her predecessor in office, subject to the power of removal contained herein. Section 5. Votinq. Each member of the Board of Directors shall have one vote. There shall be no proxy voting permitted for the transaction of any of the business of this Corporation. ARTICLE VI Meetings of Board of Directors Section 2. Annual Meetinq. There shall be an annual meeting of the Board of Directors on the third Tuesday in January each year. Such meeting shall be for the purpose of electing Officers and for the transaction of such other business as may come before the meeting. , Section 2. Reqular Meetinqs. Regular meetings of the Board of Directors for any purpose or purposes shall be called at any time by .the President. The President shall be required to call a meeting upon the joint request of any three (3) members of the Board. All meetings of the Board of Directors shall be governed by Robert's Rules of Order, including such revisions thereof'as may from time to time be published, except insofar as such rules are inconsistent with these Bylaws, with the Articles of Incorporation, or with applicable law. Section 3. place of Meetings. Meetings of the Board of Directors shall be held at any place within this State which has been designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of such designation, meetings shall be held at the Tustin City Hall. Section 4__=. Notice of Meetinqs. (a) Written notice of every regular meeting shall be given each Director at least seven (7) days before each meeting. Notice may be delivered personally or by mail to the last known address of the addressee and, if mailed, is complete upon mailing. Written notice of any meeting shall also be given pursuant to this subsection to any person who requests such notice in writing. (b) An agenda listing the matters to be considered at each meeting shall be given to each Director, and to any person so requesting, at least seven (7) days before the meeting. (c) Notwithstanding anything in this section to the contrary, the President may call an emergency meeting of the Board without giving the normal notice if such a meeting is necessary to consider any unforeseen emergency condition. An emergency condition for the purpose of this subsection is any condition that, if not addressed by the Board promptly, may result in a detriment to this Corporation or to the City of Tustin. Notice of any emergency meeting may be delivered personally, by telephone or mailed, and shall be received at least twenty-four (24) hours before the time of such meeting. Section 2. Open Meetinos. Ail meetings of the Board shall be open and public, an~' all ~ersons shall be permitted to attend any meeting of the Board, provided, however, that the Board may hold closed sessions during any meeting to consider those matters that may lawfully be considered in such sessions under Chapter 9 of Part 1 of Division 2 of Title 5 of the Government Code, commencing with Section 54950. Section .6. Quorum. A majority of the total number of voting Directors who are presently holding office shall constitute a quQrum for the transaction of business at every meeting. Every act or decision done or made by a majority of the Directors present at a meeting at which a quorum is present shall be regarded as the act of the Board of Directors. ~ A. meeting at which a quorum is initially present may continue =o =ransact business notwithstanding the withdrawal of a Director or Directors, if any action taken is approved by at least a majority or the required quorum for that meeting. . Section !. Adjourned ~eetings. A quorum of the Directors may adjourn any directors, meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the Directors present at any Directors' meeting, either regular ore special, may adjourn from time to time until the time fixed by the next regular'meeting of the Board of Directors. No notice of the time or place or purpose of holding an adjourned : meeting need be given to any absent Director if the time and place is fixed at the meeting adjourned. Section 8. Minutes of Meetinqs and Conduct. Regular minutes of the proceedings of the Board of Directors shall be kept in a book provided for that purpose. The President shall preside at meetings of the Board of Directors. The Board of Directors may adopt its own rules of procedure insofar as such rules are not inconsistent with, or in conflict with, these Bylaws, the Articles· of Incorporation of the Corporation or with the law. Section 9. Resiqnation and Removal of Directors. Any Director may resign from the Board of Directors at any time by giving written notice to the President or the Secretary-Treasurer. The acceptance of such a resignation shall not be necessary to make it effective. Directors of this Corporation may be removed at any time without cause bY a majority vote of the remaining Directors, subject to approval by a four-fifths (4/5) vote of the Tustin City Council. Section 10. Compensation 9f Directors. No Director shall receive any salary or other similar compensation for any services as a Director, however, the Board of Directors may authorize the reimbursement of actual and necessary expenses inCurred by individual Directors performing duties as Directors. Section 11. Inspection b_~z Directors. Each Director shall have the right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Corporation for a purpose reasonably related to such person's interest as a Director, provided that such Director shall not have the right to inspect those books, records, or documents made privileged or confidential by law. This inspection must be made by the Director in person, and the right of inspection includes the right to copy and make extracts of documents. ARTICLE VII Officers Section 1. Officers. The officers of this Corporation sha~l be a President, Vice President, and Secretary-Treasurer. Section 2. Election. The Board of Directors shall elect all officers of this Corporation for terms of one year, or until their successors are elected and qualified. The annual election shall be held on the third Tuesday in January. All officers shall be drawn from the Board membership. Section 3. President. Subject to the control of the Board of Directors, the President shall preside at all meetings of the Board, and shall have such· other powers and duties as may be prescribed from time to time by the Board of Directors. The President shall have a vote on all matters. Section 4. Vice President. In the absence or disability of the President, the V~ce President shall perform all the duties of the President. The Vice President shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors. Section 5. Secretary-Treasurer. The Secretary-Treasurer shall assist the President in the preparation of the agendas for the meetings, shall keep a full and complete record of the proceedings of all meetings of the Board of Directors, shall keep the seal of this Corporation and affix the same to such papers and instruments as may be required in the regular course of business, shall provide such notices as may be necessary and proper, shall supervise the keeping of the books of this Corporation and shall discharge such other duties as pertain to the office or as prescribed by the Board of Directors. The Secretary-Treasurer shall be the chief financial officer of this Corporation and, if so required by the Board of Directors, shall give a bond for the faithful discharge of his or her duties in such sum and with such surety as the Board of Directors shall deem appropriate. The Secretary-Treasurer shall submit an annual report to the Board on or'about the first Monday in October of each year. In case of the absence or disability of the Secretary-Treasurer, or his or her refusal or neglect to act, such notices may be provided by the President, or by the Vice President or by any person thereunto authorized by the President or by the Vice President, or by the Board of Directors. ARTICLE VIII Committees Section 1. Committees. The Board may appoint one or more committees, each consisting of two or more Directors, and delegate to such committees any of the authority of the Board except with respect to: (a) The filling of vacancies on the Board or on any committee; (b) The fixing of compensation of the Directors for serving on the Board or on any committee; . (c) The amendment or repeal of Bylaws or the adoption of any new Bylaws; (d) The amendment or repeal of any resolution of the ~oard which by its express terms is not to amendable or repealable; (e) The appointment of other committees of the Board or the members thereof; or (f) The approval of any self-dealing transaction, as such transactions are defined in Section 5233(a) of the California Nonprofit Public Benefit Corporation Law. Any such committee must be created, and the members thereof appointed, by resolution adopted by a majority of the Directors then in office, provided a quorum is present. Any such committee may be designated an Executive Committee or by such other name as the Board shall specify. The Board may appoint, in the same manner, alternate members of any committee who may replace any absent member at any meeting of the committee. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Minutes shall be kept of each meeting of each committee. ARTICLE IX IHdemnification of Directors, Offices, and Other Agents Section 1. Riqht of Indemnity. To the fullest extent permitted by law, this Corporation shall indemnify its Directors, Officers, employees, and other persons described in Section 5238(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any "proceeding," as that term is used in that Section, and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that section "Expenses, as used in this bylaw, shall have the same meaning as in Section 5238(a) of the California Corporations Code. Section 2. ADDroval of Indemnity. On written request to the Board by any person seeking indemnification under Section 5235(b) or Section 5238(c) of the California Corporations Code, the Board shall promptly determine under Section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the Board shall authorize indemnification. Section 3. Advancement of Expenses. To the fullest extent permitted by law and except as"otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under these Bylaws in defending any proceeding covered by those Sections shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking by or°on behalf of that person that the advanCe will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Corporation for those expenses. Section .4. Insurance. The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its Officers, Directors, employees, and other agents, against any liability asserted against or incurred by any Officer, Director, employee, or agent in such capacity or arising out of the Officer's, Director,s, employee's or agent's status as such. ARTICLE X Contracts, Loans, Checks, Deposits and Gifts· Section 1_~. Contracts. The Board of Directors may authorize any officer or agent of the Corporation, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument _in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. · Section _2..Loans. The Board of Directors 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. Section 3. Borrowing. No loan shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Section 4. Checks, Drafts, Etc. All checks, drafts, or other orders for payment of money, and all notes or other evidence of indebtedness issued in the name of the Corporation shall be siqned by such officer or officers, agent or agents of the Corporation'and in such manner as, from time to time, shall be determined by the resolution of the Board of Directors. Section 5. Deposits. Ail funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select. .Section 6. Gifts. The Board of Directors may at their discretion accept on behalf of the Corporation any contribution,' gift, bequest, or devise for the general purposes or for any specific purpose of the Corporation. ARTICLE XI Conflict of Interest No member of the Board of Directors shall be financially interested in any contract or other transaction entered into by the Board of Directors, and any contract or transaction entered into in violation of this is void. No Director may utilize information obtained by reason of Board membership for personal gain, and the Board of Directors may recover any such gain realized. ARTICLE XII Miscellaneous Section !. Fisca_~l Year. The fiscal year of the Corporation shall begin on the first day of July and end on the last day of June in each year unless otherwise determined by resolution of the Board of Directors. Section 2_~. Rules~ The Board of Directors may adopt, amend, or repeal rules not inconsistent with these Bylaws for the management of the internal affairs of the Corporation and the governance of its officers, agents, committees, and employees. · Section ~. Books ~nd ~ecords. The Corporation shall keep correct and complete books and records of the account and minutes of the proceedings of the Board of Directors and committees. Copies of the minutes of the Board of Directors and of the committees shall be regularly distributed to each member of the Board of Directors. Section 4. C_orporate Seal. The Board of Directors may provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name Of the Corporation, the date of its incorporation, and the word "California.,, Section 5. Waiver 9f ~otice. Whenever any notices are required to be given under the provisions of the Nonprofit Public Benefit Corporation Law of the State of California, or under the provisions of the Articles of Incorporation of the Corporation, or these Bylaws, a waiver thereof in writing signed by the persons entitled to such notice, whether dated before or after the time stated herein, to the extent permitted by law, shall be deemed equivalent to the giving of such notice. ARTICLE XIII Amendment .of Bylaws The Bylaws of this Corporation shall be amended °nly by the vote of a majority of the total voting membership of the Board of Directors, subject to the approval of a majority of the membership of the Tustin City Council. CERTIFICATE QF SECRETARY-~qEASIIRER I, the undersigned, do hereby certify under penalty of perjury. 1. That I am the duly elected and acting Secretary-Treasurer of The Tustin Community Foundation, a California nonprofit corporation; and 2. That the foregoing Bylaws comprising of eight (8) pages, including this page, constitutes the Bylaws of said Corporation as duly adopted at a meeting of the Board of Directors thereof duly held on the day of , 1993. this /~°~ayIN WITNESSof ~have hereunto, 1993. subscribed my name on Secretary-Treasurer