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HomeMy WebLinkAbout045-92RESOLUTION NO. 45-92 RESOLUTION OF THE BOARD OF DIRECTORS OF THE TOWN OF DANVILLE CIVIC IMPROVEMENT FINANCING CORPORATION AMENDING ARTICLES OF INCORPORATION AND BY-LAWS WHEREAS, a nonprofit public benefit corporation known as the "City of Danville Civic Improvement Corporation" has previously been formed for the purpose of providing financial and other assistance to the Town of Danville; and WHEREAS, the Board of Directors wishes to amend the Articles of Incorporation of said Corporation to correct its name, and the Board of Directors further wishes to amend the By-laws of said Corporation at this time in the same respect and in certain other respects, including to provide for the appointment of an Executive Director; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Town of Danville Civic Improvement Corporation as follows: SECTION 1. Amendment of Articles. Article I of the Articles of Incorporation of the Corporation is hereby amended in its entirety to read as follows: "The name of this Corporation is the Town of Danville Civic Improvement Corporation". The President and Secretary are hereby authorized and directed to execute, and cause to be filed with the Secretary of State of the State of California, a Certificate of Amendment setting forth the amendments made pursuant to this Section 1. SECTION 2. Amendment of By-laws. The By-laws of the Corporation are hereby amended in their entirety to read as set forth in Exhibit A attached hereto and by this reference incorporated herein. The Secretary is hereby authorized and directed to certify said By-laws as the official By-laws of the Corporation, and to retain a certified copy of the same in the official records of the Corporation. SECTION 3. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. APPROVED by the Board of Directors of the Town of Danville Civic Improvement Corporation at a Special Meeting held on Tuesday, April 7, 1992, by the following vote: AYES: NOES: NONE ABSTAINED: NONE ABSENT: NONE LANE, SHIMANSKY, DOYLE, GREENBERG, RITCHEY Presiden/~4~t b[/, C~t~vl~ APPROVED AS TO FORM: o.o ATIEST: Secretary -2- BYLAWS OF TOWN OF DANVILLE CIVIC IMPROVEMENT CORPORATION ARTICLE I Offices and Seal Section 1. Offices. The principal office of the Corporation for the transaction of business shall be Town of Danville Town Hall, 510 La Gonda Way, Danville, California 94526. The Board of Directors may, however, fix and change from time to time the principal office from one location to another within the Town of Danville by noting the change of address in the minutes of the meeting of the Board of Directors at which the address was fixed or changed. The fixing or changing of such address shall not be deemed an amendment to these Bylaws. Section 2. Seal. The Corporation shall have a seal, consisting of two (2) concentric circles with the words "Town of Danville Civic Improvement Corporation" and with the date of incorporation of the Corporation. ARTICLE II Directors Section 1. Powers. Subject to the limitations of the Articles of Incorporation of this Corporation, the terms of these Bylaws, and the laws of the State of California, the powers of this Corporation shall be vested in and exercised by and its property controlled and its affairs conducted by the Board of Directors. Section 2. Number. The Corporation shall have five (5) Directors, except that the initial Board of Directors shall consist of the three (3) incorporators of the Corporation named as the initial Directors in the Articles of Incorporation. Directors are collectively to be known as the Board of Directors. The number of Directors may be changed by a Bylaw or amendment thereof duly adopted by the Board of Directors. Section 3. Election, Tenure of Office and Vacancies. Directors named in the Articles of Incorporation shall serve as the initial Board of Directors, and each such Director shall hold office until the election of their successors at the organizational meeting. The term of office of each Director shall be four (4) years, except that the term of office of the initial Directors shall expire upon the election of their successors at the organizational meeting, and except that the term of office of each Director elected at the organizational meeting shall expire upon the expiration of the term of office of such Director as member of the Town Council of the Town. Each Director shall hold office until the expiration of the term for which designated and shall serve until the designation of his or her successor. If the office of any Director becomes vacant prior to the expiration of the term of office, the members of the Town Council of the Town of Danville shall, by majority vote, designate a person to fill such vacancy who shall hold office for the unexpired term and until the election and qualification of his successor. Unless the City Council shall otherwise designate, the members of the City Council shall automatically serve as Directors of the Corporation, each having a term which is co-extensive with such member's term as member of the City Council. Section 4. Compensation. Directors shall serve without compensation but each Director may be reimbursed his or her necessary and actual expenses, including travel incident to his -1- services as Director, pursuant to resolution of the Board of Directors. Any Director may elect, however, to decline said reimbursement. Section 5. Organizational Meeting. Immediately following the formation of the Corporation, the Directors shall hold a special meeting for the purpose of organizing the Board, the election of officers and the transaction of such business as may come before the meeting. Such meeting shall be called by any initial Director, and notice thereof shall be given as provided in Section 8. Section 6. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time as the Board may fix by resolution from time to time, and if any day so fixed shall fall upon a legal holiday, then, upon the next succeeding business day at the same hour. No notice of any regular meeting of the Board of Directors need be given to the Directors. Notice of regular meetings of the Board of Directors shall be given to the Town Council of the Town of Danville, at least one and not more than fifteen days prior to the date fixed for such meeting and any Council member may attend any such meeting and make comments and recommendations and participate in the discussions and determinations of the Board of Directon of the Corporation at such meetings. Notice to the Town Council shall be addressed to the Town Council of the Town of Danville, in care of the Town Clerk of the Town of Danville and may be filed or delivered. Section 7. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the President, any Vice President, or by a majority of the Board of Directors. Section 8. Notice of Special Meetings. Special meetings of the Board of Directors shall be held upon four days' notice by first class mail or 48 hours' notice delivered personally or by telephone or telegraph. No notice of the objects or purposes of any special meeting of the Board of Directors need be given, and unless indicated in the notice thereof, any and all business may be transacted at a special meeting. Notice of special meetings of the Board of Directors shall also be given to the Town Council of the Town of Danville in the same manner as provided in the first paragraph of this section, and any Council member may attend and make comments and recommendations and participate in the discussions and determinations of the Board of Directors of the Corporation at any such meeting. Section 9. Consent to Meetings. The transactions of the Board of Directors at any meeting however called and noticed or wherever held, shall be as valid as though done at a meeting duly held after call and notice if a quorum is present and if either before or after the meeting each Director not present signs a written waiver of notice or a consent to the holding of such meeting or approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records and made a part of the minutes of the meeting. Section 10. Quorum. A quorum shall consist of a majority of the members of the Board of Directors unless a greater number is expressly required by statute, by the Articles of this Corporation, or by these Bylaws. 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, shall be the act of the Board of Directors. Section 11. Order of Business. The order of business at the regular meeting of the Board of Directors and, so far as possible, at all other meetings of the Board of Directors, shall be essentially as follows, except as otherwise determined by the Directors at such meeting: -2- (a) Report on the number of Directors present in person or by proxy in order to determine the existence of a quorum. (b) Reading of the notice of the meeting and proof of the delivery or mailing thereof, or the waiver or waivers of notice of the meeting then filed, as the case may be. (c) Reading of unapproved minutes of previous meetings of the Board of Directors and the taking of action with respect to approval thereof. (d) Presentation and consideration of reports of officers and committees. (e) Unfinished business. (f) New business. (g) Adjournment. Section 12. Resignation and Removal of Directors. 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 k effective. Any Director may be removed by the Board of Directors at any regular meeting or at any special meeting of the Board of Directors, the notice of which, among other things, indicates that the removal of one or more Directors identified therein shall be considered at such meeting by reason of such Directors' (1) unexcused absence for four consecutive meetings of the Board of Directors, or (2) commission of any act which tends to discredit the Corporation. Section 13. Nonliability for Debts. The private property of the Directors shall be exempt from execution or other liability for any debts, liabilities or obligations of the Corporation and no Director shall be liable or responsible for any debts, liabilities or obligations of the Corporation. Section 14. Indemnity by Corporation for Litigation Expenses of Officer, Director or Employee. Should any Director, officer or employee of the Corporation be sued, either alone or with others, because he is or was a director, officer or employee of the Corporation, in any proceeding arising out of his alleged misfeasance or nonfeasance in the performance of his duties or out of any alleged wrongful act against the Corporation or by the Corporation, indemnity for his reasonable expenses, including attorneys' fees incurred in the defense of the proceedings, may be assessed against the Corporation, its receiver, or its director by the court in the same or a separate proceeding if the person sued acted in good faith and in a manner such person reasonably believed to be in the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The amount of such indemnity shall equal the amount of the expenses, including attorneys' fees, incurred in the defense of the proceeding. -3- ARTICLE III Officers Section 1. Officers. The officers of the Corporation shall be a President, a Vice President, an Executive Director, a Secretary and such other officers as the Board of Directors may appoint. When the duties do not conflict, one person, other than the President, may hold more than one of these offices. The Corporation may also have, at the discretion of the Board of Directors, one or more additional Vice-Presidents. Section 2. Election of Officers. The officers of the Corporation shall be chosen annually by the Board of Directors and each shall hold office until he shall resign or shall be removed or otherwise disqualified to serve or his successor shall be elected and qualified to serve. Section 3. Subordinate Officers. The Board of Directors may elect or authorize the appointment of such other officers than those hereinabove mentioned as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws, or as the Board of Directors from time to time may authorize or determine. Section 4. Removal of Officers. Any officer may be removed, either with or without cause, by a majority of the Directors then in office at any regular or special meeting of the Board, or, except in the case of an officer chosen by the Board of Directors, by any officers upon whom such power of removal may be conferred by the Board of Directors. Should a vacancy occur in any office as a result of death, resignation, removal, disqualification or any other cause, the Board of Directors may delegate the powers and duties of such office to any officers or to any Directors until such time as a successor for said office has been elected or appointed. Section 5. President. The President shall preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or be prescribed by the Bylaws. The President shall also be the chief corporate officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. He shall preside at all meetings of the Board of Directors. He shall be ex-officio member of all standing committees, and shall have the general powers and duties of management usually vested in the office of President of a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or by these Bylaws. Section 6. Vice President. In the absence or disability of the President, the Vice President, or the Vice Presidents in order of their ranks as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President and when so acting shall have all the powers of and be subject to all of the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as may from time to time be prescribed for them, respectively, by the Board of Directors or by these Bylaws. Section 7. Executive Director. The Town Manager of the Town shall also act as Executive Director of the Corporation. The Executive Director of the Corporation shall be in charge of administering the policies and directives of the Corporation and shall supervise the day-to-day operations of the business of the Corporation, such as they may be. The Executive Director shall perform such additional functions as the Board of Directors may authorize from time to time. -4- Section 8. Secretary. The Town Clerk of the Town shall also act as Secretary of the Corporation, and shall keep or cause to be kept a book of minutes at the principal office or at such other place as the Board of Directors may order, of all meetings of the Directors, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors' meetings and the proceedings thereof. The Secretary shall give or cause to be given notice of all meetings of the Board of Directors of the Corporation, shall keep the corporate records in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws. ARTICLE IV Objects and Purposes Section 1. Nature of Objects and Purposes. The business of this Corporation is to be operated and conducted in the promotion of its objects and purposes as set forth in Article II of its Articles of Incorporation. Section 2. Distribution of Assets During Continuance of Corporation. During the continuance of this Corporation, it may distribute any of its assets to the Town of Danville. If for any reason the Town is unable or unwilling to accept the assets of the Corporation, said assets shall be distributed to the Federal Government, or to a state or local government for public purposes, or to a nonprofit f~and, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended. Section 3. Dissolution. The Corporation may be dissolved by vote of the Directors, or by the action of the Board of Directors in accordance with the provisions of California law, provided, however, that no proposed dissolution shall become effective if such action is disapproved by the Town Council of the Town of Danville within 30 days of receipt by that Town Council of notice of such proposed action. Upon the dissolution or termination of this Corporation, and after payment or provision for payment, all debts and liabilities, the assets of this Corporation shall be distributed to the Town of Danville, California. If for any reason the Town is unable or unwilling to accept the assets of the Corporation, said assets will be distributed to the Federal Government; to a state or local government for public purposes; or to a nonprofit fund, foundation, or corporation which is organized and operated for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended. Section 4. Merger. The Corporation may merge with other corporations organized solely for nonprofit purposes, qualified and exempt from Federal taxation pursuant to Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, and from State taxation, upon compliance with the provisions of California law relating to merger and consolidation, provided, however, that no proposed merger shall become effective if such action is disapproved by the Town Council of the Town of Danville, within 30 days of receipt by that Town Council of notice of such proposed action. -5- ARTICLE V General Provisions Section 1. Voting Shares. The Corporation may vote any and all shares held by it in any other corporation by such officer, agent or proxy as the Board of Dh'ectors may appoint, or in default of any such appointment, by its President or by any Vice President who is also a Director and, in such case, such officers or any of them, may likewise appoint a proxy to vote said shares. Section 2. Payment of Money. Signatures. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Corporation and any and all securities owned by or held by the Corporation requiting signature for transfer shall be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by the Board of Directors. Section 3. Execution of Contracts. The Board of Directors, except as in the Bylaws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any contract or execute any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances and unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount. Section 4. Fiscal Year. The fiscal year of the Corporation shall commence on the 1st day of July of each year and shall end on the 30th day of June of the next succeeding year. ARTICLE VI Exempt Activities Notwithstanding any other provisions of these Bylaws, no Director, officer, employee or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder as they now exist or as they may hereafter be amended. ARTICLE VII Amendment to By-laws These Bylaws may be amended by majority vote of the Board of Directors; provided, however, that no proposed amendment to these Bylaws shah be effective if it is disapproved by the Town Council of the Town of Danville within 30 days of receipt by the Town of notice of such proposed amendment. -6- ADOPTED by the Board of Directors of the Town of Danville Civic Improvement Corporation on June 5, 1985, as amended on April 7, 1992. Secretary -7-