02-01-2005 - Articles of Incorporation & Bylaws for West Covina Community Services Foundation, Incorporated, A Non-Profit 501(C)(3) Foundation0
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TO: Andrew G. Pasmant, City Manager
and City Council
FROM: Steven L. Samaniego,
Interim Community Services Director
City of West Covina
Memorandum
AGENDA
ITEM NO. G-2
DATE February 1. 2005
PRINTED ON RECYCLED PAPER
SUBJECT: ARTICLES OF INCORPORATION AND BYLAWS FOR THE WEST
COVINA COMMUNITY SERVICES FOUNDATION, INCORPORATED,
A NON-PROFIT 501(C)(3) FOUNDATION
RECOMMENDATION:
Staff recommends that the City Council:
1. Approve the Articles of Incorporation (Attachment 1), West Covina Community Services
501(c)(3) Foundation, Incorporated,
2. Approve the Bylaws (Attachment 2) for the West Covina Community Services 501(c)(3)
Foundation, Incorporated, and
3. Direct Staff to proceed with the tax exemption filings once the West Covina Community
Services 501(c)(3) Foundation is incorporated.
DISCUSSION:
The City seeks to establish a. 501(c)(3) non-profit Community Services Foundation to solicit
funds from private funding sources not otherwise available to City's that are specifically
allocated to non-profit organizations (such as grants, private donations, gifts, etc.). A 501(c)(3)
foundation will also be able to accept donations and contributions for specific purposes.
Approval of Articles of Incorporation and Bylaws by the Board of Directors are the first steps in
the incorporation process.
On June 1, 2004, the City Council directed staff to revise the draft bylaws, specifically relative to
the foundation officers, as well as the Articles of Incorporation, relative to the agent to receive
service of process, for reconsideration.
It was recommended by the City Council that the officers be elected by the Board, amongst
themselves. It was further recommended that there be a Board Chairperson, Vice -Chairperson,
and Secretary. According to §5213 of the California Corporation Code, it is necessary to have a
designated Chief Financial Officer. (See Attachment 3). The attached bylaws provide for this
position. The Corporation Code allows any number of offices to be held by the same person
unless the articles or bylaws provide otherwise, except that neither the secretary nor the chief
financial officer may serve concurrently as the chair of the board.
The proposed organizational structure of the Foundation is detailed in the draft bylaws. The City
Council will comprise the Board of Directors. The Board will make all Foundation decisions.
The Board -level officers will be the Chairperson and Vice -Chairperson. Article 4 of the Bylaws
details the positions of the Chairperson and Vice Chairperson. The draft bylaws designate the
Mayor and Mayor Pro -Tern as the Chairperson and Vice Chairperson, respectively. A provision,
however, is included that in the event either the Mayor or Mayor Pro -Tern do not wish to hold
their respective Board positions, the position may be filled by another member of the Board.
Under the Board of Directors will be three officers: the President, Chief Financial Officer, and
Secretary to be filled by the City Manager, Finance Director, and City Clerk, respectively. It is
recommended that staff fill these offices, as duties entail day-to-day operations. The duties of
the President, Chief Financial Officer, and Secretary are to carry out decisions of the Board. The
offices have no voting power and are not Board -level positions. Article 5 details the positions of
the President, Chief Financial Officer, and Secretary.
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Additionally, Article 6, Section 1 of the Bylaws allows a provision for the Board to authorize an
agent or officer, likely the President (City Manager), to enter into and execute contracts on _
behalf of the Foundation. This can only be accommodated by the Foundation bringing back a
resolution once the Foundation, which will set forth the grant of authority to the City Manager to
execute the documents the Board wishes to give him the authority to sign, is incorporated.
The Articles of Incorporation have been revised, as directed, to designate the City Clerk as the
initial agent for service of process.
Once the Articles are approved, they will be forwarded to the Secretary of State for review.
Turnaround for a response from the Secretary of State is expected to be approximately seven to
ten business days if the request is made at the counter and up to eight weeks if made by mail.
After approval by the Secretary of State, the Foundation is considered incorporated. At that
point, tax-exempt status requests, accompanied with approved bylaws, may be forwarded to the
State Franchise Tax Board and the Internal Revenue Service. Turnaround for responses from the
State Franchise Tax Board and Internal Revenue Service are expected to be approximately three
and four months, respectively. After approval by the Internal Revenue Service, the Foundation
will be recognized as a 501(c)(3) non-profit corporation.
ALTERNATIVES:
Alternatives are:
1. Direct staff to proceed with the incorporation process by: (a) approving the Articles of
Incorporation as presented; (b) approving the Bylaws as presented; and (c) directing staff
to complete the tax exemption filings once the Foundation is incorporated.
2. Direct staff to revise the Articles of Incorporation or Bylaws; or
3. Decide not to proceed with the incorporation of the 501(c)(3).
FISCAL IMPACT:
The fee for filing the Articles of Incorporation with the Secretary of State is $45 (one draft for
$30 for filing, a second for $15 over-the-counter service). The fee for filing a request for tax-
exempt status with the State Franchise Tax Board is $25. The fee for filing a request for tax-
exempt status with the Internal Revenue Service is $500. Funding for these purposes was
appropriated to 110.51.5160.6270.
Prep by: Kelly S. McDonald Reviewed by: Steven L. Samaniego
Administrative Analyst H Interim Community Services Director
(approved via phone)
City Attorney
ATTACHMENTS: 1 Draft Articles of Incorporation for West Covina
Community Services Foundation, Incorporated.
2 Draft Bylaws for West Covina Community Services
Foundation, Incorporated
3 Section 5213 of the California Corporation Code
X:\City Council Agenda Process\2005 STAFF REPORTS\FEB MC CaF INC.doc
ATTACHMENT #1
ARTICLES OF INCORPORATION
OF
West Covina Community Services Foundation, Incorporated
A CALIFORNIA PUBLIC BENEFIT CORPORATION
ONE: The name of this Corporation, is 'West Covina Community Services
Foundation, Incorporated."
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 purposes for
which this Corporation is organized are: to establish a charitable organization
that will be able to solicit donations and qualify and be more competitive when
opportunities grants of funds become available so that financial resources may
be acquired to pay for services that will benefit the residents of West Covina.
THREE: The name and address in the State of California of this Corporation's
initial agent for service of process is City Clerk at City Clerk's Office, City of West
Covina, 1444 West Garvey Avenue South, West Covina, CA 91790
FOUR: (1) This corporation is organized and operated exclusively for charitable
purposes within the meaning of Section 501(c)(3) of the Internal
Revenue Code.
(2) Notwithstanding any other provision of these Articles,' the
Corporation shall not carry on any other activities not permitted to be
carried on (1) by a corporation exempt from federal income tax under
Section 501(c)(3) of the Internal Revenue Code or (2) by a corporation
contributions to which are deductible under Section 170(c)(2) of the
Internal Revenue Code.
(3) No substantial part of the activities of this corporation shall consist of
carrying on propaganda, or otherwise attempting to influence legislation,
and the corporation shall not participate or intervene in any political
campaign (including the publishing or distribution of statements) on
behalf of, or in opposition to, any candidate for public office.
FIVE: The names and addresses of the persons appointed to act as the initial
Directors of this Corporation are:
Name
Michael Miller
Shelley Sanderson
Steve Herfert
Roger Hernandez
Ben Wong
Address
1444 W. Garvey Ave. So.
West Covina, CA 91790
1444 W. Garvey Ave. So.
West Covina, CA 91790
1444 W. Garvey Ave. So.
West Covina, CA 91790
1444 W. Garvey Ave. So.
West Covina, CA 91790
1444 W. Garvey Ave. So.
West Covina, CA 91790
SIX: The property of this Corporation is irrevocably dedicated to charitable
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purposes and no part of the net income or assets of the organization shall ever
inure to the benefit of any director, officer or member thereof or to the benefit of
any private person.
On t he d issolution o r w inding u p o f t he c orporation, i is a ssets remaining after
payment of, or provision for payment of, all debts and liabilities of this
corporation, shall. be distributed to a nonprofit f und, foundation, or corporation
which , is organized and operated exclusively for charitable purposes located
within the City of West Covina, California and which has established its tax-
exempt status under Section 501(c)(3) of the United States Internal Revenue
Code. .
Date:
Michael Miller, Director
Shelley Sanderson, Director
Steve Herfert, Director
Roger Hernandez, Director
Ben Wong, Director
We, the above -mentioned initial directors of this corporation, hereby declare that
we are the persons who executed the foregoing Articles of Incorporation, which
execution is our act and deed.
Michael Miller, Director
Shelley Sanderson, Director
Steve Herfert, Director
Roger Hernandez, Director
Ben Wong, Director
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• • ATTACHMENT #2
BYLAWS
OF
West Covina Community Services Foundation, Incorporated
A CALIFORNIA PUBLIC BENEFIT CORPORATION
ARTICLE 1
NAME
The name of this corporation is "West Covina Community Services Foundation,
Incorporated."
ARTICLE 2
OFFICES
SECTION 1. PRINCIPAL OFFICE
The principal office of the Corporation for the transaction of its business is West
Covina City Hall, 1441 West Garvey Avenue, West Covina, 91790 located inios
Angeles County, California.
SECTION 2. OTHER OFFICES
The Corporation may also have subordinate offices at such other places, within
the city of West Covina, where it is qualified to do business, as its business'!may
require and as the board of directors may, from time to time, designate.
ARTICLE 3
PURPOSES
SECTION 1. OBJECTIVES AND PURPOSES
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This Corporation is organized and operated exclusively for charitable purposes
within the meaning of Section 501(c)(3) of the Internal Revenue Code. ,The
primary objectives and purposes of this Corporation shall be:
(1) To p rovide s ervices b eneficial t o t he p ublic i nterest b y s eeking t o offer,
improve, or expand services that enhance the quality of life for residents
including, but not limited to:
a. Recreational opportunities for residents, i.e., hiking, walkingi and
equestrian trails, aquatics, sports, parks and , open space, classes,
etc.;
b. Public safety services, i.e., police and fire services to residentsi;
c• Social services, i.e., nutritious meals for seniors and youth, 'c ase
management, counseling, etc., for residents; and
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d. Building and improving City facilities and infrastructure.
(2) Preservation of buildings, structures, documents, etc., of historical
significance to the community.
(3) To qualify and be more competitive when seeking to acquire grant funding
to help provide such services to residents and in this way mitigate the
financial impact to the City government.
(4) To receive gifts of funds for specific purposes.
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(5) To pursue any other opportunities available that would benefit the public
interest.
ARTICLE 4
DIRECTORS
SECTION 1. NUMBER
The Corporation shall have five (5) directors and collectively they shall be known
as the Board of Directors. The Board of Directors shall consist of the members of
the West Covina City Council. The number and requirement that the Directors be
City Councilmembers may be changed by amendment of this Bylaw, or by repeal
of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws.
SECTION 2. POWERS
Subject to the provisions of the California Nonprofit Public Benefit Corporation
law and any limitations in the Articles of Incorporation and Bylaws relating to
action required or permitted to be taken or approved by the members, if any, of
this Corporation, the activities and affairs of this Corporation shall be conducted
and all corporate powers shall be exercised by or under the direction of the
Board of Directors. Unless otherwise provided pursuant to amendment of these
bylaws, voting rights in this Corporation shall remain vested solely in the Board of
Directors.
SECTION 3. DUTIES
It shall be the duty of the Directors to:
(1) Perform any and all duties imposed on them collectively or individually by
law, by the Articles of Incorporation of this Corporation, or by these
Bylaws;
(2) Appoint and remove, employ and discharge, and, except as otherwise
provided in these Bylaws, prescribe the duties, of all officers, agents and
employees of the Corporation;
(3) Supervise all officers, agents and employees of the Corporation to assure
that their duties are performed -Oro perly;
(4) Meet at such times and places as required by these Bylaws;
(5) Register their addresses with the Secretary of the Corporation and notices
of meetings mailed or telegraphed to them at such addresses shall be
valid notices thereof.
SECTION 4. DESIGNATION OF CHAIRPERSON AND VICE CHAIRPERSON.
The Mayor shall serve as the Chairperson of the Board during his or her term as
Mayor, or until he or she resigns or is otherwise disqualified to serve, whichever
occurs first. However, should the Mayor wish that another Board Member
replace him or her the as Chairperson, then the Board shall elect another Board
Member as the Chairperson. The Mayor Pro-Tem shall serve as the Vice
Chairperson of the Board during his or her term as Mayor Pro-Tem, or until he or
she resigns or is otherwise disqualified to serve, whichever occurs first.
However, should the Mayor Pro-Tem wish that another Board Member replace
him or her the as Vice Chairperson, then the Board shall elect another Board
Member as Vice Chairperson. At no time shall the same person serve
concurrently as Chairperson and the Vice Chairperson of the Board.
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SECTION 5. DUTIES OF CHAIRPERSON OF THE BOARD
The Chairperson shall supervise and manage/direct the affairs of the
Corporation. He or she shall perform all duties incident to his or her position as
Chairperson and such other duties as may be required by law, by the Articles of
Incorporation or the Bylaws, or which may be prescribed from time to time by the
Board of Directors. The Chairperson shall preside at all meetings of the Board.
Except as otherwise expressly provided by law, by the Articles of Incorporation,
or by these Bylaws, he or she shall, in the name of the Corporation, execute such
deeds, mortgages, bonds, contracts, checks or other instruments which may
from time to time be authorized by the Board of Directors.
SECTION 6. DUTIES OF VICE CHAIRPERSON OF THE BOARD
In the a bsence of t he Chairperson, or in the event of his or her inability to or
refusal to act, the Vice Chairperson shall perform all the duties of, the
Chairperson and when so acting shall have all the powers of, and be subject to
all the restrictions of the Chairperson. The Vice Chairperson shall have other
powers and perform such other duties as may be prescribed by law, by the
Articles of Incorporation, or by these bylaws, or as may be prescribed by the
Board of Directors.
SECTION 7. TERMS OF OFFICE
The term of office for each Director shall run concurrently with his or her term of
office on the City Council. I
SECTION 8. PLACE OF MEETINGS
Meetings shall be held at the principal office of the Corporation unless otherwise
provided in these Bylaws or at such place within the City of West Covina, which
has been designated from time to time by resolution of the Board of Directors.
SECTION 9. REGULAR AND ANNUAL MEETINGS
Regular meetings of the Board of Directors shall be held, as needed, on the first
and/or third Tuesday of each month at 7:OO PM, unless such day falls on a ,legal
holiday, in which event the regular meeting shall be held at the same hour and
place two weeks hence.
The annual meeting of the Board of Directors shall coincide with the annual
meeting at which the City Council is reorganized. This meeting occurs typically
'in mid -March.
SECTION 10. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Chairperson of
the Board of Directors, or by any two Directors, and such meetings shall be held
at the place, within the City of West Covina, designated by the person or persons
calling the meeting, and in the absence of such designation, at the principal office
of the Corporation.
SECTION 11. NOTICE OF MEETINGS
Noticing of all meetings shall be done in compliance with Govt. Codes 54954.2
and 54956 (Brown Act). Regular meetings shall be noticed at least seventy-two
(72) hours in advance of the meeting. Special meetings shall be noticed at least
twenty-four (24) hours in advance of the meeting.
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Notice shall be given of any adjourned regular or special meeting to Directors
absent from the original meeting if the adjourned meeting is held more than
twenty-four (24) hours from the time of the original meeting.
SECTION 12. QUORUM FOR MEETINGS
A quorum shall consist of three (3) Directors.
Except as otherwise provided in these Bylaws or in the Articles of Incorporation
of this Corporation, or by law, no business shall be considered by the Board of
Directors at any meeting at which a quorum, as defined above, is not present,
and the only motion which the Chair shall entertain at such meeting is a motion to
adjourn. However, a majority of the Directors present at such meeting may
adjourn from time to time until the time fixed for the next regular meeting of the
Board of Directors.
The Directors present at a duly called and held meeting at which a quorum is
initially present may continue to do business notwithstanding the loss of a
quorum at the meeting due to a withdrawal of Directors from the meeting,
provided that any action thereafter taken must be approved by at least a majority
of the required quorum for such meeting or such greater percentage as may be
required by law, or the Articles of Incorporation or Bylaws of this Corporation.
SECTION 13. MAJORITY ACTION AS BOARD ACTION
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 is the act of the Board of
Directors, unless the Articles of Incorporation or Bylaws of this Corporation, or
provisions of the California Nonprofit Public Benefit Corporation Law, particularly
those provisions relating to appointment of committees (Section 5212), approval
of contracts or transactions in which a director has a material financial interest
(Section 5233) and indemnification of directors (Section 5238e), require a greater
percentage or different voting rules for approval of a matter by the board.
SECTION 14. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the Chairperson of
the Board, or, if no such person has been so designated or, in his or, her
absence, the Vice Chairperson or, in his or her absence, by the Director chosen
a majority of the Directors present at the meeting. The Secretary of the
Corporation shall act as Secretary of all meetings of the Board of Directors,
provided that, in his or her absence, the presiding officer shall appoint another
person to act as Secretary of the Meeting.
The provisions of the Brown Act (Gov. Code §54950 et seq.) shall apply to the
conduct of meetings of the Corporation. Meetings shall be governed by
Roberts's Rules of Order, as such rules may be revised from time to time, insofar
as such rules are not inconsistent with or in conflict with these Bylaws, with the
Articles of Incorporation of this Corporation, or with provisions of law.
SECTION 15. NON -LIABILITY OF DIRECTORS
The Directors shall not be personally liable for the debts, liabilities, or other
obligations of the Corporation.
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SECTION 16. INSURANCE FOR CORPORATE AGENTS
Members of the Board of Directors and Officers of the Corporation shall be
named as insureds under the City's umbrella insurance policy for liability caused
or incurred while acting within the scope of their duties as Members of the Board
of Directors and/or Officers of the Corporation.
ARTICLE 5
OFFICERS
SECTION 1. NUMBER OF OFFICERS
The officers of the Corporation .shall be a President, Secretary and Chief
Financial Officer. The City Manager shall serve as President, the City Clerk shall
serve as the Secretary and the Finance Director shall serve as the Chief
Financial Officer. Any number of offices may be held by the same person,
except that neither the Secretary nor the Chief Financial Officer may serve
concurrently as the President, Chairperson or Vice Chairperson of the Board;.
SECTION 2. QUALIFICATION AND TERM OF OFFICE
The City Manager, City Clerk and Finance Director shall serve as President,
Secretary and Chief Financial Officer, respectively, until he or she resignsIor is
removed by a majority vote of the Board of Directors, or is otherwise disqualified
to serve, whichever occurs first.
SECTION 3. SUBORDINATE OFFICERS
The Board of Directors may appoint such other officers or agents as it may 11
deem
desirable, and such officers shall serve such terms, have such authority, and
perform such duties as may be prescribed from time to time by the Board of
Directors.
SECTION 4. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or
otherwise, of any officer shall be filled by the Board of Directors in accordance
with these Bylaws and applicable law.
SECTION 5. DUTIES OF PRESIDENT
The President shall be the administrative head of the Corporation and its affairs
and he/she shall operate under the direction and control of the Board of Directors
except as otherwise provided by law, by the Articles of Incorporation, or by these
Bylaws. He/she shall be responsible for the efficient administration of all the
affairs of the Corporation which are under his/her control. He/she shall prescribe
such administrative rules and procedures as he may deem proper or necessary.
for the general conduct and operation of the Corporation's affairs under his
control. He/she shall perform any and all duties imposed on him/her by law, by
the Articles of Incorporation, by these Bylaws or by the Board. Upon the request
and authorization of the Board, the President may enter into any contract, or
execute and deliver any instrument, in the name of and on behalf of, the
Corporation. The President shall supervise all agents of the Corporation to
assure that their duties are performed properly. He/she shall meet at such'!times
and places as required by these bylaws. It shall be the duty of the President to
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recommend to the Board the adoption of measures he/she deems necessary for
the efficient operation of the Corporation. Unless provided for in
SECTION 6. DUTIES OF SECRETARY
The Secretary shall:
(1) Certify and keep at the principal office of the Corporation the original, or a
copy of these Bylaws as amended or otherwise altered to date.
(2) Keep at the principal office of the Corporation or at such other place as the
board may determine, a book of minutes of all meetings of the directors,
and, if applicable, meetings of committees of directors and of members,
recording therein the time and place of holding, whether regular or special,
how called, how notice thereof was given, the names of those present or
represented at the meeting, and the proceedings thereof.
(3) See t hat a II n otices a re duly given in accordance with the provisions of
these Bylaws or as required by law.
(4) Be custodian of the records and of the seal ,of the Corporation and see
that the seal is affixed to all duly executed documents, the execution of
which on behalf of the Corporation under its seal is authorized by law or
these Bylaws.
(5) Keep at the principal office of the Corporation a membership book
containing the name and address of each and any members, and, in the
case where any membership has been terminated, he or she shall record
such fact in the membership book together with the date on which such
membership ceased.
(6) Exhibit at all reasonable times to any director of the Corporation, or to his
or her agent or attorney, on request therefore, the Bylaws, the
membership book, and the minutes of the proceedings of the directors of
the Corporation.
(7) In general, perform all duties incident to the office of Secretary and such
other duties as may be required by law, by the Articles of Incorporation of
this Corporation, or by these Bylaws, or which may be assigned to him or
her from time to time by the Board of Directors
SECTION 7. DUTIES OF CHIEF FINANCIAL OFFICER
Subject to the provisions of these Bylaws relating to the "Execution of
Instruments, Deposits and Funds," the Chief Financial Officer shall:
(1) Have charge and custody of, and be responsible for, all funds and
securities of the Corporation, and deposit all such funds in the name of the
Corporation in such banks, trust companies, or other depositories as shall
be selected by the Board of Directors.
(2) Receive, and give receipt for, monies due and payable to the Corporation
from any source whatsoever.
(3) Disburse, or cause to be disbursed, the funds of the Corporation as may
be directed by the Board of Directors, taking proper vouchers for such
disbursements.
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(4) Keep and maintain adequate and correct accounts of the C orporaton's
properties and business transactions, including accounts of its assets,
liabilities, receipts, disbursements, gains and losses.
(5) Exhibit at all reasonable times the books of,account and financial records
to any director of the Corporation, or to his or her agent or attorney, upon
request
(6) Render to the Board of Directors, whenever requested, an account of any
or all of his or her transactions as Chief Financial Officer and of the
financial condition of the Corporation.
(7) Prepare, or cause to be prepared, and certify, or cause to be certified, the
financial statements to be included in any required reports.
(8) In general, perform all duties incident to the office of Chief Financial
Officer and such other duties as may be required by law, by the Articles of
Incorporation of the Corporation, or by these Bylaws, or which may be
assigned to him or her from time to time by the Board of Directors. ii
ARTICLE 6
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws, may by
resolution authorize any officer or agent of the Corporation 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. Unless so authorized, 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 monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Boa11
rd of
Directors, or as otherwise required by law, checks, drafts, promissory notes,
orders for the .payment of money, and other evidence of indebtedness of the
Corporation shall be signed by the Chief Financial Officer and countersigned by
the Chairperson of the Board of Directors. h
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SECTION 3. DEPOSITS
All funds of the Corporationshall 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 4. GIFTS
The Board of Directors may accept on behalf of the Corporation any contribution,
gift, bequest, or devise for the charitable or public purposes of this corporation.
Limitations on gifts to individual Directors shall comply with the Political Reform
Act and the Fair Political Practices Commission.
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ARTICLE 7
CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The Corporation shall keep at its principal office in the State of California:
(1) Minutes of all meetings of directors, committees of the board and ,
indicating the time and place of holding such meetings, whether regular or
special, how called, the notice given, and the names of those present and
the proceedings thereof;
(2) Adequate and correct books and records of account, including accounts of
its properties and business transactions and accounts of its assets,
liabilities, receipts, disbursements, gains and losses;
(3) A copy of the corporation's Articles of Incorporation and Bylaws as
amended to date, which shall be open to inspection by the members, if
any, of the Corporation at all reasonable times during office hours.
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use,
seal shall be kept at the principal officE
seal to corporate instruments, however,
instrument.
and at will alter, a corporate seal. Such
of the Corporation. Failure to affix the
shall not affect the validity of any such
SECTION 3. DIRECTORS' INSPECTION RIGHTS
Every director shall have the absolute right at any reasonable time to inspect and
copy all books, records and documents of every kind and to inspect the physical
properties of the Corporation.
SECTION 4. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person or by
agent or attorney and the right to inspection includes the right to copy and make
extracts.
SECTION 5. ANNUAL REPORT
The Board shall cause an annual report to be furnished not later than one
hundred and twenty (120) days after the close of the Corporation's fiscal year to
all directors of the Corporation and, if this Corporation has members, to any
member who requests it in writing, said report shall contain the following
information in appropriate detail:
(1) The assets and liabilities, including the trust funds, of the Corporation as
of the end of the fiscal year;
(2) The principal changes in assets and liabilities, including trust funds, during
the fiscal year;
(3) The revenue or receipts of the Corporation, both unrestricted and
restricted to particular purposes, for the fiscal year;
(4) The expenses or disbursements of the Corporation, for both general and
restricted purposes, during the fiscal year;
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The annual report shall be accompanied by any report thereon of
independent accountants, or, if there is no such report, the certificate of an
authorized officer of the Corporation that such statements were prepared without
audit from the books and records of the corporation.
ARTICLE 8
FISCAL YEAR
SECTION 1. FISCAL YEAR OF THE CORPORATION
The fiscal year of the Corporation shall begin on July 1 and end on the June 30 in
each year.
ARTICLE 9
AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
Subject to any provision of law applicable to the amendment of Bylaws of public
benefit nonprofit corporations, these Bylaws, or any of them, may be altered,
amended, or repealed and new Bylaws adopted as follows:
(1) Subject to the power of members, if any, to change or repeal these Bylaws
under Section 5150 of the Corporations Code, by approval of the Board of
Directors unless the Bylaw amendment would materially and adversely
affect the rights of members, if any, as to voting or transfer, provided,
however, if this Corporation has admitted any members, then a Bylaw
specifying or changing the fixed number of directors of the Corporation,
the maximum or minimum number of directors, or changing from a fixed to
variable board or vice versa, may not be adopted, amended, or repealed
except as provided in subparagraph (2) of this Section; or
(2) By approval of the members, if any, of this Corporation.
ARTICLE 10
AMENDMENT OF ARTICLES
SECTION 1. AMENDMENT OF ARTICLES BEFORE ADMISSION, OF
MEMBERS
Before any members have been admitted to the Corporation, any amendment of
the Articles of Incorporation may be adopted by approval of the Board of
Directors.
SECTION 2. AMENDMENT OF ARTICLES AFTER ADMISSION OF MEMBERS
After members, if any, have been admitted to the Corporation, amendment of the
Articles of Incorporation may be adopted by the approval of the Board of
Directors and by the approval of the members of this Corporation..
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SECTION 3. CERTAIN AMENDMENTS
Notwithstanding the above sections of this Article, this Corporation shall not
amend its Articles of Incorporation to alter any statement which appears in the
original Articles of Incorporation of the names and addresses of the first directors
of this Corporation, nor the name and address of its initial agent, except to
correct an error in such statement or to delete such statement after the
corporation has filed a "Statement by a Domestic Non -Profit Corporation"
pursuant to Section 6210 of the California Nonprofit Corporation Law.
ARTICLE 11
MEMBERS
SECTION 1. DETERMINATION OF MEMBERS
If this Corporation makes no provision for members, then, pursuant to Section
5310(b) of the Nonprofit Public Benefit Corporation Law of the State of California,
any action which would otherwise, under law or the provisions of the Articles of
Incorporation or Bylaws of this Corporation, require approval by a majority of all
members or approval by the members, shall only require the approval of the
Board of Directors.
WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
We, the undersigned, are all of the persons named as the initial Directors in the
Articles of Incorporation of the West Covina Community Services Foundation,
Incorporated, a California Nonprofit Public Benefit Corporation, and, pursuant to
the authority granted to the Directors by these Bylaws to take action by
unanimous written consent without a meeting, consent to, and hereby do, adopt
the foregoing Bylaws, consisting of fourteen (14) pages, as the Bylaws of this
Corporation.
Dated:
Michael Miller, Director
Shelley Sanderson, Director
Steve Herfert, Director
Roger Hernandez, Director
Ben Wong, Director
10
CERTIFICATE
This is to certify that the foregoing is a true and correct copy of the Bylaws of the
corporation named in the title thereto and that such Bylaws were duly adopted by
the Board of Directors of said Corporation on the date set forth below.
Dated:
l
Sue Rush, Secretary
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ATTACHMENT #3
Section 5213 of the California Corporation Code
5213. Officers; titles; duties; selection; resignation.
(a) A corporation shall have a chairman of the board or a
president or both, a secretary, a chief financial officer and such
other officers with such titles and duties as shall be stated in the
bylaws or determined by the board and as may be necessary to enable
it to sign instruments. The president, or if there is no president
the chairman of the board, is the general manager and chief executive
officer of the corporation, unless otherwise provided in the
articles or bylaws. Any number of offices may be held by the same
person unless the articles or bylaws provide otherwise, except that
neither the secretary nor the chief financial officer may serve
concurrently as the president or chairman of the board.
(b) Except as otherwise provided by the articles or bylaws,
officers shall be chosen by the board and serve at the pleasure of
the board, subject to the rights, if any, of an officer under any
contract of employment. Any officer may resign at any time upon
written notice to the corporation without prejudice to the rights, if
any, of the corporation under any contract to which the officer is a
party.
(c) If the articles or bylaws provide for the election of any
officers by the members, the term of office of the elected officer
shall be one year unless the articles or bylaws provide for a
different term which shall not exceed three years.
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