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HomeMy WebLinkAboutNB 2 FINANCIAL ASSIST 02-03-86 ENDA DATE:  NEW BUSINESS Inter- Corn January 27, 1986 TO: FROM: SU BJ ECT: William A. Huston, City Manager Royleen A. White, Director of Community and Administrative Services, REQUEST FOR FINANCIAL ASSISTANCE FROM ORANGE COUNTY C~rSA RECOMMENDATION Pleasure of the Council. BACKGROUND Orange County CTSA has made application for City of Tustin revenue sharing funds along with several other organizations. Due to the uncertainty of revenue sharing from the federal government, no action has been taken on these applica- tions. As Council is aware, our revenue sharing entitlement comes from the federal government four times per year. In this year alone, our entitlements have been reduced, and with Gramm-Rudman we anticipate increased cutbacks. In July 1985 the Council approved a lump sum of $20,000. for distribution to community groups. The Finance Director, however, has requested that no money be distributed until the status of federal revenue sharing became clearer. At present, it appears that we will experience an 8 percent reduction in the April and July payments. Orange County CTSA provides transportation services to the senior population. CTSA states that the cost is $4,464. ~o provide this service to Tustin seniors; the service equals 540 vehicle hours. CTSA is asking that the City of Tustin fund 16 percent of this cost, or $1,958. The remaining money comes from a combination of revenues from the Area Agency on Aging, Orange County, and local transportation funds allocated by the Orange County Transportation Commission. The total budget of CTSA is $3.2 million. This transportation service is worthwhile. The clients are all senior citizens; they are generally the more frail or disabled seniors who require some assis- tance with driving and who may not easily utilize regular bus service or other means of transportation. With the federal government reducing its block grant programs, local agencies will be asked to make up the funding deficit at an increased rate. More information is attached should you wish to review it. A representative of CTSA will attend your meeting to answer questions. RAW/kaw Attachment CITY OF TUSTIN REQUEST FOR FINANCIAL ASSISTANCE RECE!VrzD t'"9 ~ ~ :~';' ' ~,~ JUN I q 1985 1. Project Title TUSTIN SENIOR TRANSPORTATION ()r~no~ County CTSA 2. Agenc~ 1440 E. First Street, Ste.400. Santa Aha 3. Address [7141 972-2872 4. Telephone Official to contact regarding application: Name: Thomm~ ~, ~nl~n Title ~c.riv¢ DirPrrnr Telephone: 972-2872 6. Total Support 7. Proposed Program Year Requesting $ 1,9~8 July 1, 1985 to June 30~ 1986 Does this organization have a non-profit incorporation status in the State of California? X Yes No Has this program/organization previously received funding or services from the City of Tustin Yes, × No. If yes, identify the funding type and $ allocation: 1981/82: $ 1983/84: $ Services: Services: 1982/83: $ 1984/85: $ Services: Services: GOALS & OBJECTIVES Attach Additional Pages as Needed, However, Applicants are Encouraged to Be Brief 10. Provide a brief Program Overview. Identify what the proposed program hopes to accomplish and what changes are expected to result from the program operation. Please see next 2ase. 10. The Orange County CTSA is a private nonprofit corporation specifically geared to serve elderly and handicapped persons who cannot utilize regular public transit. CTSA recognizes that transportation is a key to adjustment and independence for senior citizens and represents an essential lifeline for many residents of the county who might otherwise be homebound and isolated. Although there are several excellent nutrition and social service programs for seniors in our community, only with a stable transportation element in place can participation in such activities be ensured. And while basic activities such as shopping and medical care are crucial to well-being, transportation is often unavailable or inappropriate to people with mobility impairments and the frailty of old age. CTSA addresses this need by offering individual- ized, demand-responsive transportation to all eligible elderly and handicapped riders, and prescheduled group service for agency program participants. Our small buses serve the entire County of Orange, including Tustin. This application deals exclusively with that portion of CTSA senior service provided in Tustin. We are herein proposing the continuation of specialized, curb-to-curb transportation (door-to-door when required) which will transport Tustin seniors on a regular, prescheduled basis from their homes to nutrition sites and adult day care centers, as well as to shoppin~ and medical facilities. In FY 1984-85, CTSA has provided 543 vehicle hours to the City of Tustin, serving one major senior nutrition and activity center on Redhill, and taking participants on shopping trips and to medical appointments, as well. We have provided a total of 3~801 passenger trips to Tustin seniors this year, at a total cost to CTSA of $11,827. Almost all of the cities which CTSA serves provide at least partial funding to cover the cost of senior service to their respective cities; until now, we have not asked Tustin for a contribution. This year, however, we are asking all cities to provide funds to cover at least 16% of the direct costs of service to their own city. Remaining costs will be borne (as they have been in the past) by a combination of revenues from the Area Agency on Aging, Orange County, and Local Transportation Funds (T.D.A.) allocated by the Orange County Transportation Commission. Most of the cities have been very cooperative and very willing to contribute their share in order to continue this valuable service. Thus, CTSA is proposing to provide senior transportation (as described above) to the City of Tustin for FY 1985-86 as follows: 545 vehicle hours 4,080 passengers at a total cost to CTSA of $12,464 of which Tustin would fund $1,958 (16%) The availability of appropriate transportation is in fact a measure of the well-being of the community at large. Your support will ensure the continuation of CTSA service in Tustin. Attach Additional Pages as Needed;' However, Applicants are Encouraged to Be Brief Page 2 NEEDS ASSESSMENT 11. Identify and describe the geographic boundaries of the target area. (Supply Map, if necessary). This proposal is for CTSA's TUSTIN SENIOR SERVICE only. The geographic boundaries of the target area are thus essentially the boundarie~ of the City of Tustin, although adjacent areas are occasionally included, as when a rider has a medical appointment outside of the city proper. Many of our riders originate from the senior housing project developed by the City. 12. Describe the characteristics of the client population. The clients are all senior citizens. They are generally the more frail seniors who require some driver assistance and cannot easily utilize regular bus service or other means of transportation. In addition, in part due to reouirements of the Department of Aging for establishment of nutrition sites, the clients are also more likely to be low-income persons. 13. What needs will your program address? In its needs assessments and long-range planning, CTSA draws upon overall Orange County demographics. The number of seniors (65+) in the county currently exceeds 188,000 and is growing rapidly. Over 20,000 of these seniors, according to the 1980 census, had public transportation disabilities, and 19% of housing units occupied bw seniors have no vehicles available. 'Our program addresses the needs of such persons to access vital nutrition and social service programs, to shop, and obtain medical car 14. To the best of your knowledge, what other programs are there in the target area serving the needs of the target population? There are no other programs in the Tustin area which offer CTSA's unique, personalized and prescheduled service to seniors. Fixed route buses require waiting at bus stops and transferring, taxis are costly to the user, and Dial-A-Ride is not designed to provide interzonal, regularly scheduled, individualized service. Many of these options are not accessible to people in wheelchairs or with other mobility aids~ CTSA is, and CTSA drivers are trained to deal sensitively and capably w~th spPci~l need 15. How will the applicant interface with other programs? Please see attached page. 16. List the specific services which will be provided by the program. CTSA will provide 545 vehicle hours and ~,080 passenger trips to the City of Tustin seniors. This means that a vehicle and driver will be provided to trans- port seniors from their homes to the senior site currently located on Redhill, Monday through Friday, with hour.s of service arranged to meet senior program needs. Seniors are also taken from the site to medical facilities, shopping, and other planned activities. Return service will also be provided. Drivers will aid passengers as they board and exit the van, and escort them to their door if necessary. Eligibility will be handled by the senior site management, who will forward a list of zlients to CTS^. 15. Interface with other programs CTSA was built upon the premise that coordination and consolidation of resources and planning efforts can maximize services to the community. The following summary demonstrates our interface with other organizations and programs: CTSA is by definition a consolidated organization which integrates the funding and resources of several agencies, including the Area ARency on Aging, Feedback Foundation, the Orange County Transportation Commission, and participating Orange County cities. Each of these entities has input into the services provided. CTSA is part of an interagency JOINT PLANNING TASK FORCE which seeks to coordinate senior activity programs and transportation considerations. This group includes representatives of the Area Agency on Aging and key senior nutrition providers. In order to ensure that CTSA services reflect the needs of other agencies and the community at large, the CTSA Board of Directors has appointed an ADVISORY COUNCIL which includes representatives of agencies involved with service to the elderly and handicapped, CTSA users, transportation experts and public representatives. ' CTSA works closely with the Orange County Transit District (OCTD) to ensure that the services, offered by both agencies are well coordinated and appropriately utilized. OCTD has a representative on the Advisory Council, and OCTD-CTSA interagency meetings are held as needed. CTSA staff regularly attends meetings of the SENIOR COUNCIL TRANSPORTATION COMMITTEE and the SENIOR ROUNDTABLE, both of which serve as forums for discussion of senior service needs, new programs, comments, and suggestions. In addition, CTSA staff have visited senior sites and spoken before many groups as part of an ongoing communication effort. CTSA is required to submit an annual Short Range Transit Plan to the Orange County Transportation Commission, outlining proposed activities. The SRTP is based largely upon the input of participating agencies as well as a general' assessment of needs and resources. The Commission ensures, prior to approval, that the plan is coordinated with other elements of the Orange County transporta- tion picture, and it is then integrated into a countywide Transportation Improvement Program. Page 3 17. Identify: a. Total Number of Clients Served Per Year b. Total Number of Tustin Residents CURRENT ANTICIPATED 3801 Served Per Year 3801 4080 * On the TUSTIN SENIOR component which this proposal addresses. CTSA's total senior ridership? however, exceeds 200.000 and ix exoected to incr~p 5%. 18. Describe the applicant agency's history and experience in providing the proposed services. Please see attached page. 19. TOTAL PROGRAM BUDGET Salaries & Benefits Operating Expenses Fixed Assets Other (Specify) Dues, sub, travel/meetings, ad- vertising, Bids TOTAL FINANCIAL INFORMATION Current Fiscal Year Requesting Fiscal Year $ 8~510 $ g.l~2 $ 3,253 $ 3?245 $ -o- $ -o- $ 64 $ 11,827 $ 67 $ 12~464 20. NUMBER OF STAFF Full-Time Part-Time (OVERALL SYSTEM) PAID 78 VOLUNTEER 21. Provide a budget for requested funds. Identify all costs by category {ATTACHMENT "A"). 18. The Consolidated Transportation Service Agency (CTSA) was created in 1982 by the Orange County Transportation Commission in response to Assembly Bill 120 (The Social Service Transportation Improvement Act). It represented a community effort to standardize and professionalize the delivery of transportation to the elderly and handicapped in our county, and to improve the quality, efficiency, and effectiveness of social service transportation. The agency was originally housed by the Community Development Council (CDC), which had been operating a senior transportation program since 1976. On July 1, 1984, having evolved into a highly specialized organization twice the size of its corporate host, CDC, the CTSA spun off as a separate private nonprofit corporation. It had passed a thorough -evaluation by the Transportation Commission as well as an independent review by a private consultant firm. Ridership had grown steadily, costs were reasonable, and quality and reliability of service were un- surpassed. The CTSA retained some key personnel who had been involved with CDC's original senior transportation program, but also acquired a staff of highly experienced professionals, led by an Executive Director who has a background of forty years in the transit industry. The total CTSA fleet is now comprised of 55 vehicles, and a careful program of regular safety checks and preventive maintenance helps to ensure reliability. Drivers, dispatchers, and supervisors undergo a comprehensive selection and training process, which recognizes sensitivity as well as basic driving skills. The Orange County Transit District (OCTD) and numerous other providers, agencies and consumer representatives have had ongoing input into CTSA's development, sharing their varied expertise and knowledge. 22. Will this program require funding beyond this application? X Yes No Page 23. Identify all funding sources and amounts - current and projected. Include all grants, fees, contributions. (ATTACHMENT "B") 24. If this project is successful, from where will it get future support? CTSA has a relatively stable funding base. It will continue to seek support for senior transportation, on an annual basis, from the Orange County Transportation Commissio. (T.D.A. dollars), the Area Agency on Aging, the County, and participating cities. It also receives some donations from seniors. INSTRUCTIONS In addition to the specific information requested elsewhere in this application, we require a copy of the following: 1. Documentation of non-profit status in the State of California 2. Articles of Incorporation 3. By-laws 4. Names/addresses of Board of Directors ATTACHMENT "A" Budget Proposal Provide a budget for requested funds. Identify all costs by category. Page 5 Funds Requested: $ 1,958. CATEGORY SALARY & BENEFITS SUPPLIES FACILITIES & MAINTENANCE COMMUNICATIONS PROFESSIONAL SERVICES CONFERENCES & MEETINGS TRAVEL & MEALS INSURANCE CAPITAL PURCHASES OTHER (PLEASE SPECIFY) Dues/subscriptions, advertising, bids TOTAL: AMOUNT $ 1,438 $ 237 $ 53 $ 12 141 $ 4 $ 4 $ 66 $ N/A $ 3 $ 1,958 * Note items not applicable to your program with "N/A". Page 6 ATTACHMENT "B" Funding Summary Identify all funding sources and amounts, current and projected. grants, fees and contributions. SOURCE OF FUNDING Total Program Budget (Current Year) 1. Orange County Revenue Sharing 2. Orange County Area Agency on Aging 3. Transportation Development Act SOURCE OF FUNDING 1. CSBG 2. O.C. Area Agency on Aging Total Program Budget (Proposed) 3. Transportation Development Act 4. City of Tustin AMOUNT $ 473 $ 3,801 6,232 $ 1,958 TOTAL: $ 12,464 Include all AMOUNT $ 473 $ 3,801 $ 7,553 $ $ $ TOTAL :$11,827 - FY 1985-86 STATUS (approve--~-d~nding) (pending) (approved) California OFFICE OF THE SECRETARY OF STATE I, MARCH FONG EU, Secretary of State of the State of California, hereby certify: That the annexed transcript has been compared with the record on file in this office, of which it purports to be a copy, and that same is full, true and correct. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this FEB 2 81984 State A R'I.' L (~ I.}.lS OF Ok' THE ORANGE COUNTY C.'['.S.A. ENDORSED FILED of the Slate or Colifoen~ ~CH FONG EU, Secreta~ of S~te Depuly ONE: The name of this corporation is The Orange County C. T. S .A. TWO: This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes. The specific pur- poses for which the corporation is organized are: To provide transportation to various riders in the Orange County community, including the handicapped, the elderly, social service clients, and other community members, and to provide related services. THREE: The name and address in the State of California of the corporation's initial agent for service or process is Thomas E. Dolan, 1440 East First Street, Santa Ana, California 92701. FOUR: ia) The property of this corporation is irrevo- cably dedicated to charitable purposes, and no part of the net income or assets shall ever inure to the benefit of any director, officer, or member of this corporation, or to the benefit of any private person. (b) Upon dissolution and after payment of debts and liabilities of the corporation, remaining assets shall be distributed to the Orange County Transportation Commission to be used exclusively for charitable purposes pursuant to Section 50l(c)(3) of the Internal Revenue Code. FIVE: ia) This corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, and shall not carry on any other activities not permitted to be carried on (£) by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code. (b) No substantial part of the activities of this corporation shall consist of carrying on propaganda or otherwise attempting to influence Legislation, ,loc shall this corporation participate £n, or intervene in any political campaign on behalf of any candidate for public office. SIX: The names and addresses of the perso~ls who are to act in the capacities of initial directors until the appoint- menc of their successors shall be set forth in bylaws of this corporation. Four of the initial directors shall serve until June 30, 1986, and the remaining three directors shall serve until June 30, 1985. The Orange County Transportation Commission shall specify at the time of the initial appointment which directors shall serve until June 30, 1985 and 1986, respec- tively. Upon the expiration of the terms of the initial direc- tors, al1 directors subsequently appointed shall serve terms of two years. The Board of Directors shall consist of seven persons appointed by the Chairman of the Orange County Transportation Commission, subject to the ratification of the Orange County Transportation Commission. Directors shall be appointed at each annual meeting to hold office until the annual meeting when their terms expire. The Executive Director of the Orange County Transportation Commission or his designee shall sit as a non-voting member of the Board of Directors. The number of Directors of this corporation may be changed from time to time by amendmemt of the Articles of Incorporation or by a bylaw adopted by the directors of this corporation and approved by the Orange County Transportation Commission. These Articles of Incorporation may be amended from time to time with the approval of the Orange County Transportation Commission. Dated: .~~ /6 , 1984. Ma/fga/fet A. Chidester, Incorporator I hereby declare that I am the person who executed the above Articles of Incorporation, which execution is my act and deed. argare't A. Chidescer -2- BYLAWS OF THE ORANGE COUNTY C.T.S.A. A California Nonprofit Public Benufic Corporation ARTICLE The name of this corporat£on shall be The Orange County C.T.S.A. ARTICLE Il OFFICES SECTION 1. PRINCIPAL OFFICE The principal office for the transaction of the business of the corporation is located at Orange County, California. ARTICLE III OBJECTIVES A~qD PURPOSES The objectives of this corporation shall be to provide transportation to various riders in the Orange County Community, including the handicapped, the elderly, social service clients, and other community members and related services. ' ARTICLE IV NONPARTISAN ACTIVITIES This corporation has been formed under the California Nonprofit Public Benefit Corporation Law for the public purposes described above, and it shall be nonprofit and non- partisan. No substantial part of its activities shall con- sist of publication or dissemination of materials with the purpose of attempting to influence legislation, and the cor- poration shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote. ARTICLE V DEDICATION OF ASSETS Properties and assets of this nonprofit' corporation are irrevocably dedicated to charitable purposes. No assets shall inure to the benefit of any individual, or to any mem- ber or director. On dissolution, after payment of all debts and obligations, remaining assets shall be distributed to the Orange County Transportation Commission for exempt purposes as specified in Internal Revenue Code ~501(c)(3). ART [CI.E VI MEMBERSH [ p The persons who are directors of this corporation from time to time shall be its only members and upon ceasing to-be directors, such persons shall cease to be members. Appoint- ment of a director as provided in these bylaws shall operate to elect such person to membership in this corporation. ARTICLE VII D I RECTO RS Section 1. Appointment and Qualifications. Directors shall 'be appointed and shall serve terms as set forth in the Articles of Incorporation. One director shall represent the interests of the handicapped community and one shall represent the senior community. No person may be appointed to membership on the Board of Directors while concurrently serving as a director, officer, employee or agent of any agency contracting with, providing services to, or receiving services from this corporation. Section 2. The names and addresses of the )ersons who' are to act in the capacity of initial directors until the appointment of their successors are: Martha Newkirk0 Ph.D.-J440 E. ]st St. Susan Jackson- ]440 E. ]st St. Donald Bedard, Ph.D.- ]440 E. 1st St. John Hanna- ]440 E. ]st St. Elsie Thompson- ]440 E. 1st St. Sal Sarmien~o- 1440 E. 1st St. Eugene Kidder- ]440 E. ]st St. San~a Ana Santa Ann Santa Ann Santa Ann Santa Ana Santa Ana Santa Ann CA 92701 CA 92701 CA 92701 CA 92701 CA 92701 CA 92701 CA 92701 Section 3. Powers. Subject to limitations imposed by law, the Articles of Incorporation or these Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of this corporation shall be controlled by, the Board of Directors. Without limiting any such power or authority, the Board of Directors shall have the following powers: (a) To determine this corporation's objectives and formulate plans designed to meet them; (b) To establish policies for administering the affairs of this corporation; (c) To adopt and control the operac£on, budget, and financial plan of this corporation and assure the conduct of -2- the f£nanciai affairs on a responsible b., ;rs [n accordance with established po[ic£es; (d) To control, manage and maintain the property of this corporation, borrow money for corporate purposes, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, indebtedness and security therefor; (e) To sell any property, real, personal or mixed, owned by this corporation at any time upon such terms as deemed advisable, at public or private sale, for cash or upon credit; (f) To retain sums received by this corporation uninvested, when in the discretion of the Board of Directors, such sums cannot be invested advantageously; (g) To retain all or any part of any securities, or property acquired by this corporation in whatever manner, and to invest and to reinvest any funds held by the corporation, according to the judgment of the Board of Directors; (h) To invest funds received by this corporation in such stocks, bonds, mortgages, loans, secured or unsecured, or other investments as the Board of Directors shall deem advisaOle; (i) To appoint such committees as it deems neces- sary and to prescribe powers and duties for them; and (j) To select and remove officers of this corpora- tion and prescribe powers and duties for them. Section 4. Compensation. Members of the Board of Directors shall serve without compensation, but shall be entitled to reimbursement ~for expenses in accordance with corporate policy. Section 5. Vacancies. A vacancy shall be deemed to exist on the occurrence o[: (i) the death, resignation, or removal of any director; (ii) the declaration by resolution of the board of directors of a vacancy of the office of a director who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order or judgmen[ of any court to have breached a duty under sections 5230 and following of the California Nonprofit Corporation Law. Section 6. Restriction on Interested Directors. No person servinE on the board or direc[ors may oe an i~teresced person. ~n i~terested perso~ £s (1) any person be£~g compen- sated by the corporation ~or services rendered to £t within the previous 12 lnonEhs, whether as a full-time or parE-time employee, independer~t contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and (2) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, mother-in-law, or father-[a- [aw of any such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the corporat ion. ARTICLE VIII MEETINGS Section 1. Public Meetings. Ali meetings of the Board o'f Directors shall oe noticed and conducted pursuant to the provisions of the Ralph M. Brown Act, commencing at Government Code section 54950, et seq. Section 2. Place of Meeting. Meetings of the Board of Directors may be held at any place designated by the Board. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the 8oard shall be held at any place designated in the notice of the meeting. Section 3. Annual Meeting. The Board of Directors shall hold a regui~r meeting for the purpose of organization, appointment of officers, and the transaction of other busi- ness during the first week of July of each year. Section 4. Other Regular Heetings. Other regular meetings of the Board of Directors stall be held without call at such time as shall from time co time be fixed by the board of directors. Section 5. Special Meetings. (a) Authority to call. Special meetings of the Board of Directors for ally purpose may be called at any time by the chairman of the board or a majority of the members of the Board of Directors. (b) Notice. Notice of the time and place of special meetings sh-~-l-i-Te given pursuant to the requirements of Government Code §5a958. Section 6. (~uorum. A quorum for the transaction of business shall consist of a simple majority of the vet[hq directors then serving. Section 7. Fees and Compe~sation of Directors. Direc- tors may receive such reimbursement of expenses as may be determined by resolution of the Board of Directors to be j and reasonable. ARTICLE IX COMMIT'FEES SECTION 1. COMMITTEES OF DIRECTORS The Board of Directors may, by a majority of the directors then in office, designate one or more committees, each consisting of at least one director, to serve at the pleasure of the Board. All members of committees shall be members of the Board of Directors. ARTICLE X ADVISORY COUNCIL The Board of Directors shall appoint an Advisory Council to represent to the corporation the interests of the handicapped, elderly, and social service clients served by the corporation. Such members shall serve at the pleasure of the Board of Directors. The Council shall serve in an advisory capacity to the Board of Directors on such topics as may be determined from time to time by the Board of Directors. ARTICLE XI CORPORATE OFFICERS Section 1. Officers. The officers of this corporation shall consist of a Chairman, Vice-Chairman, Secretary, Treasurer, Executive Director, and such other officers as the Board of Directors taay appoint. The Chairman, Vice-Chairman, Secretary, and Treasurer §hall be members of the Board of Directors. The Executive Director shall be an employee of the corporation. Section 2. Election. The Board of Directors shall, at each annual meeting, elect the Chairman, the Vice-Chairman, the Secretary, and the Treasurer of the corporation for a term of one (1) year, who shall serve until their successors are elected. Section 3. Vacancies. Any vacancy in an office shall be filled by the Board of Directors. Section 4. Chairman. The Chairman shall preside at all meetings of the members of the Board of Directors, and shall have such other powers arid duties as may be prescribed from t£me to time by the Board of Directors. -5- Sect[on 5. Vice-Cha£rma~. The Vice-Chairman shall, £n the absence of the Chairman, preside at meetings of the members of the Board of Directors, and shall assist the Chairman in his or her duties at the direction of the Chairman. Sect[on 6. Secretary. The Secretary shall keep or cause to be kept a record of the proceedings of the members and of the Board of Directors, shall make service of such notices as may be necessary or proper, and shall have such other powers and duties as may be prescribed from time to time by the Board of Directors. Section 7. Treasurer. The Treasurer shall be_the custodian for all funds of' this corporation, which funds Shall be deposited in such banks and other financial institutions as may from time to time be designated by the Board of Directors. The Treasurer shall generally oversee the accounting and bookkeeping of this corporation, shall regularly report to the Board of Directors as to the financial condition and results of operations of this corporation, and shall have such other powers and duties as may be prescribed from time to time by the Board of Directors. Section 8. Executive Director. The Executive Director shall be the chief executive officer of this corporation, and shall be responsible for the general supervising, direction, and control of the business and affairs of this corporation. ARTICLE XII MISCELLANEOUS Section I. Budget and Annual Report. The Board of Directors shall adopt a corporate budget for the year at each annual meeting, which may be reviewed and revised as necessary during the course of the year. Expenditures provided in the adopted budget may be disbursed without specific authorization. An annual report of the affairs of the corporation shall be presented at each annual meeting by the Executive Director. Section 2. Fiscal Year. This corporation's fiscal period for financial and accounting purposes shall commence July 1st and end June 30th. Section 3. indemnification. Every person who is or was a director, officer or employee of this corporation, or of any other corporation in which he or she served as such at the request df this corporation, shall be indemnified by this corporation agai~st any and all liability and reasonable expense that may be incurred by him or her in connection with -6- or result£ng from any claim, actio~, suit or proceeding (whether bro~4ht by or i~ the right of this corpowacLof~ ow such other corporation or otherwise), civil or crt~ni.al, or [n connection with an appeal relating thereto, in 'whic~ he ow she may be involved, as a party or otherwise, by reason of being or having been a director, officer or e~aployee of ii, is corporation or such other corporation, or by reason of any action taken or not taken in his or her capacity as such director, officer or employee, whether or not he or she con- tinues to be such at the time such liability or expense shall have been incurred, provided such person acted in good faith, in a manner he or she reasonaoly believed to be in or not opposed to the best interests of this corporation or such other corporation, as the case may be, and, in addition in any criminal action or proceedings, where there is no reason- 'able cause to believe that his or her conduct was unlawful. As used i.n this Section, the terms "liability" and "expense" shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines or penalities against, and amounts paid in settlement by, a director, officer or employee. The termination of any claim, action, suit or proceeding, civil or criminal, or its equivalent, shall not create a presumption that a director, officer or employee did not meet the standard of conduct sec forth in this Section. Expenses incurred with respect to any claim, action, suit or proceeding of the character described in this Section may be advanced by this corporation prior to the final dis- position thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount ur~less it shall ultimately be determined that he or she is entitled to indem- nification hereunder. The rights of indemnification provided in this Section shall be in addition to any other rights to which any such director, officer or employee may otherwise be entitled by contract or as a matter of law; and in the event of any such person's death, such rights shall extend to his or her heirs and legal representatives. The provisions of this Section are separable, and if any provision be held invalid, all other provisions are fully in effect and such invalid provi- sion-enforceable, ic being the intent of ~his Section that ghis corporation indemnify each of the directors, officers and employees of this corporation to the maximum extent permitted by law. ARTICLE XIII AMENDMENT New Bylaws may he adopted and ci~e Bylaws ,nay De ,tme:~ded or repealed oy a 2/3 vote o~ the Coca[ ~u~,Oet* of voting directors serving on the date of the vote. -7- ARTICLE XIV AGENT AND PRINCIPAL OFFICE The principal office aad agent of this corporation service of process is: Thomas E. Dolan Executive Director 1440 East First Street Santa Ana, Cal£forn£a 92701 CERTIFICATE OF SECRETARY I, the undersigned, certify that I am the present-ly elected and acting Secretary of The Orange County C.T.S.A., a California nonprofit corporation, and the above bylaws, consisting of 8 pages, are the bylaws of this corporation as adopted at a meeting of the Board of Directors held on April. 18, , 1 984. SecreTary'- Sal ~armiento