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HomeMy WebLinkAbout2003-08-07 - Resolution No. PFC-03-01RENUMBERED PFC-03-01 1 RESOLUTION NO. 03-08-PFC RESOLUTION OF THE BOARD OF DIRECTORS OF THE YORBA LINDA WATER DISTRICT PUBLIC FINANCING CORPORATION RATIFYING ITS APPOINTMENT AS THE BOARD OF DIRECTORS OF THE YORBA LINDA WATER DISTRICT PUBLIC FINANCING CORPORATION; APPROVING AND RATIFYING THE BYLAWS OF THE CORPORATION, AND APPOINTMENT OF OFFICERS WHEREAS, Michael L. Streams, Jr. (the "Incorporator"), as the sole incorporator of the Yorba Linda Water District Public Financing Corporation (the "Corporation"), has appointed the Board of Directors of the Yorba Linda Water District as members of the Board of Directors of the Corporation; and WHEREAS, the Incorporator, prior to his resignation, adopted Bylaws for the Corporation; and WHEREAS, the Board of Directors is desirous of ratifying its appointment as the Board of Directors of the Corporation, adopting Bylaws for the Corporation and appointing officers of the Corporation; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Corporation that: SECTION 1: Each of the foregoing recitals is true and correct. SECTION 2: The Board hereby ratifies its appointment by the Corporation's Incorporator as the Board of Directors of the Corporation. SECTION 3. The Board hereby approves and ratifies the Bylaws which were adopted by the Corporation's Incorporator, copies of which are on file with the Secretary and shall be kept as a part of the permanent records of the Corporation. SECTION 4. The following persons are hereby appointed to the offices of the Corporation indicated opposite their names, and each such person is to serve in accordance with the Bylaws of the Corporation: Name John W. Summertield...... William R. Mills William J. Robertson....... Beverly Meza President Vice President Secretary Treasurer Office(s) DOCSOC\983102v2\22608.0001 PASSED AND ADOPTED this 7th day of August, 2003 by the following called vote: AYES: Armstrong, Beverage, Korn, Mills, Summerfield NOES: None ABSENT: None ABSTAIN: None YORBA LINDA WATER DISTRICT PUBLIC FINANCING CORPORATION chn W. Sum _ d, Presider t~~ / Yorba Linda Water District Public Financing Corporation William J. ertson, Secretary Yorba Linda Water District Public Financing Corporation DOCSOC\983102v2\22608.0005 2 s. S[rudling Yocca Carlson & Razuth Draft of 7/3 1/03 BYLAWS OF YORBA LINDA WATER DISTRICT PUBLIC FINANCING CORPORATION 1RTICIT' I Name, Orcanization and Purpose, Principal Office Section l .l . Name. The name of this corporation is YORBA LINDA WATER DISTRICT PUBLIC FINANCING CORPORATION (hereinafter referred to as the "Corporation") Section 1.2. Organization, Purpose and Use of Funds. The Corporation is a nonprofit public benefit corporation organized under the Nonprofit Public Benefit Corporation Law of the State of California (the "Law") exclusively for the promotion of social welfare within the meaning of 501(c)(4) of the Internal Revenue Code (the "Code") and to provide assistance to the Yorba Linda Water District (the "District"), and other public agencies in the State of California of which the District is a member, or is otherwise engaged with in connection with a financing, in the financing, refinancing, acquiring, constructing and rehabilitating of facilities, land and equipment, and in the sale or leasing of facilities, land and equipment (collectively, the "facilities") for the use, benefit and enjoyment of the public served by such agencies and any other purpose incidental thereto. The activities ofthe Corporation shall be limited to the activities described in its Articles of Incorporation. No gains, profits or dividends shall be distributed to any of the Directors or officers of the Corporation; and no part of the net earnings. funds or assets of the Corporation shall inure to the benefit of anv Director or any other person, firm or corporation excepting only the Yorba Linda Water District as described herein. Section 1.3. Principal Office. The principal office of the Corporation is hereby fixed and located at the offices of the Yorba Linda Water District, P.O. Box 309, Yorba Linda, California 92886-0309. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another. Any such change shall be noted by the Secretary opposite this section, but shall not be considered an amendment to these Bylaws. DOCSOC\983105v3\22608.0001 Strudling Yocca Carlson & Rauth Draft of 7/31/03 AR HCLE I I No Members Section 2.1. No Members. Pursuant to Section 5310 of the Law, the bylaws of a nonprofit corporation may provide that the corporation shall have no members. The Corporation shall have no members. ARTICLE III Directors Section 3.1. Powers. Subject to limitation of the Articles of Incorporation, the Bylaws, and the Law, and subject to the duties of Directors as prescribed by the Bylaws, all powers of the Corporation shall be exercised by or under the authority of, and the business and affairs ofthe Corporation shall be controlled by, the Board of Directors. No Director shall be responsible for any error in judgment or for anything that such Director may do or refrain from doing in good faith. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors shall have the following powers, to wit: First - To select and remove all appointed officers, agents and employees of the Corporation, prescribe such powers and duties for such officers, agents and employees as may not be inconsistent with law or the Articles of Incorporation or Bylaws, fix their compensation and require from such officers, agents and employees security for faithful service; Second - To conduct, manage and control the affairs and business of the Corporation and to make such rules and regulations therefor not inconsistent with law, the Articles of Incorporation or Bylaws, as the Directors may deem best: and Third - To borrow money and incur indebtedness for the purposes of the Corporation, and to cause to be executed and delivered therefor, in the name of the Corporation or otherwise, promissory notes, bonds, certificates of participation, debentures, deeds of trust, mortgages, 2 DO( SOC,983, 1050\22608.0005 Strudling Yocca Carlson & Routh Draft of 7!31/03 pledges, hypothecation or other evidences of debt and securities therefor. Section 3.2. Number Of DlreCtorS. I he authorized nllnlber ol- Directors shall be tive until changed by amendment of the Articles of Incorporation or by amendment ofthe Bylaws. Section 3.3. Selection and Term of Office. The initial Directors of the Corporation shall be the members of the Governing Board of the District as initially approved by resolution of the incorporator of the Corporation. Fxcept as hereinafter provided and in accordance with Section 5220(d) of the Law, each Director shall hold office for a term concurrent with such Director's term as a member of the Governing Board of the District. Unless a vacancy in the office occurs as herein provided. the Director appointed shall hold office until the expiration of such Director's term and until a successor has been designated and has accepted the office. Notwithstanding anything contained herein, no Director of the Corporation may be removed from office so long as such Director continues to serve on the Governing Board of the District. Section 3.4. Vacancies. Subject to the provisions of Section 5224 of the Law, any Director may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No such resignation shall be effective, however, unless and until such Director shall have resigned from the Governing Board of the District. A vacancy or vacancies on the Board of Directors shall be deemed to exist upon the expiration of a Director's term, if the authorized number of comprising the Governing Board of the District is increased, or upon the events specified in Government Code § 1770 including but not limited to the death, or resignation, on the Governing Board of the District. Vacancies on the Board shall be tilled by the member of the Governing Board of the District pursuant to the same procedures for filling vacancies of the Governing Board of the District as provided in Government Code § 1780. Section 3.5. Organization and Annual Meetings. The Board of Directors shall hold an annual meeting for the purpose of organization and the transaction of other business. Subject to Section 3.11 hereof, annual meetings of the Board shall be held on the date of the Annual Re- Organization meeting of the Governing Board of the District held in December of each year. 3 DOCSOC' 983 10w01,22609 0005 Stradling Yocca CarLson & Razith Draft of 7131 %03 Section 36. Re(ular Meetin s. The Board of Directors by resolution may provide for the holdin-, of regular meetings and may fix the time and place ofholding such meetings. Section 3.7. ~ecial Meetints; Notice Waiver. A special meeting of the Board of Directors shall be held whenever called in accordance with the Ralph M. Brown Act and Section 521 1(a)(2) of the Law and Section 3.11 hereof. Section 3.8. Adjourned Meetings; Notice of Adioru-nment. The Board of Directors may adjourn any regular, adjourned regular, special or adjourned special meeting to a time and place specified in the order of adjournment. Less than a majority may so adjourn from time to time. A copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the regular, adjourned regular, special or adiourned special meeting was held within 24 hours after the time of the adjournment. When a regular or adjourned regular meeting is adjourned as provided in this Section 3.8, the resulting adjourned regular meeting is a regular meeting for all purposes. Section 3.9. Majority. A majority of the Board of Directors shall constitute a quorum for the transaction of any business. A majority of the Board of Directors is sufficient for every act or decision of the Board of Directors, but in the event only three Directors are present at a meeting duly, held, any motion must be passed by a unanimous vote. Section 3.10. Fees and Compensation. Directors shall receive no compensation or expenses from the Corporation for services as Directors of the Corporation. Section ').I I . Ralph M. Brown Act. Notwithstanding any of the provisions of these By laws to the contrarN, all meetings of Directors shall be subject to the Ralph M. Brown Act, commencing at Section 54950 of the Government Code of the State of California. Section 3.11 Conduct of Meetings. The President or, in the absence of the President, the Vice President, or, in the absence of the Vice President, a Chairman chosen by a majority of the Directors present, shall preside. 4 DOCSOC`983 Mv3`22608 0001 Stradling Yocca Carlson & Rauth Draft of 7131103 ARTICLE IV Officers Section 4. L Officers. The ol'ticers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. The Corporation may also have, at the discretion of the Board of Directors, one or more additional Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed by the Board of Directors. One person may hold two or more offices, except that the offices of President and Secretary or President and Treasurer may not be combined. Section 4.2. President. The person serving from time-to-time as the President of the Governing Board of the District shall serve as the President of the Corporation. The President of the Corporation shall have the same authority as the President of the Governing Board of the District. The President shall preside at all meetings of the Board of Directors. Section 4.3. Vice President. The person serving from time-to-time as Vice President of the Governing Board of the District shall serve as Vice President of the Corporation or if there is no Vice President of the Governing Board of the District, then a Vice President shall be elected by the Board of Directors. In the absence or disability of the President, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. 'The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed for the Vice President respectively by the Board of Directors or by the Bylaws. Section 4.4. Secretarv. The person serving from time-to-time as Board Secretary to the Governing Board of the District shall serve as Secretary of the Corporation. The Secretary shall keep at the principal office of the Corporation a book of minutes of all meetings of Directors, with the time and place of holding, how called or authorized, the notice thereof given, and the names of those present at Directors' meetings. Section 4.5. Treasurer. The person serving from time-to-time as the Auditor of the District shall serve as Treasurer of the Corporation. The Treasurer shall keep and maintain adequate and correct books of account showing the receipts and disbursements of the Corporation, and an 5 DOCS00983 Mv3\22608.000 Strodlrng Yocca Carlson & Rauch Urall o17/31/03 account of its cash and other assets, if an, Such books of account shall at all reasonable times be open to inspection by any Director. The Ireasurer shall deposit all moneys of the Corporation with such depositories as are designated b\ the Board of Directors, and shall disburse the funds of the Corporation as mad be ordered by the Board of Directors, and shall render to the President or the Board of Directors, upon request, statements of the financial condition of the Corporation. Section 4.6. Subordinate Officers. Subordinate officers shall perform such duties as shall be prescribed from time to time by the Board of Directors or the President. ARTICLE V Miscellaneous Section 5.1. Execution of Documents. The Board of Directors may authorize any officer or officers as agent or agents, to enter into any contract or execute any instrument in the name of and inn 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 other person shall have any power o►- authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount. Section 5.2. Inspection of Bylaws. The Corporation shall keep in its principal office the original or a copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by members of the public and the Directors at all reasonable times during office hours. Section 5.3. Annual Report. The Corporation, having no members, hereby expressly dispenses ~yIth the annual report referred to in Section 6321 of the Law. Section 5.4. Fiscal Year. The fiscal year of the Corporation shall begin July I of each year and end on the last day of June of the succeeding year, except the first fiscal year which shall run from the date of incorporation to June 30, 2004. Section 5.5. Dissolution. In the event of dissolution of the Corporation in any manner and for any cause, after the payment or adequate provision for the payment of all of its debts and 6 DoCSOC\98310w3\22608 000 StracllinR Yocca Carlson & Routh Drali of 7131103 liabilities, all of the remaining funds, assets and properties of the Corporation shall be paid or distributed to the District. Section 5.6. Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the Lmv shall govern the construction of these Bylaws. If any section, subsection. sentence, clause or phrase of these Bylaws, or the application thereof', is contrary to the Law, the provisions of the Law shall prevail. Without limiting the generality of the foregoing the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term "person" includes a corporation as well as a natural person. ARTICLI,: A I Amendments Section 6.1. Power of Directors. New Bylaws may be adopted or these Bylaws may he amended or repealed by the vote of the Board of Directors. No amendment to these Bylaws shall be effective until approved by the Board of Directors. 7 DOCSOC~983105322608 000 CERTIFICATE. OF SECRETARY OF YORBA LINDA WATER DISTRICT PUBLIC FINANCING CORPORATION I hereby certify that I am the duly elected and acting Secretary of said corporation and that [1 the foregoing Bylaws, comprising 7 pages, constitute the Bylaws at a meetine of the Board thereof held on August corporation as duly adopted n, Secretary DOCSOC\983I0w3\22608 000