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HomeMy WebLinkAboutResolution 89-91 RESOLUTION NO. 89791 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ATASCADERO DECLARING THE NEED FOR A NON-PROFIT CORPORATION FOR COMMUNITY SERVICES AND AUTHORIZING ITS INCORPORATION AS A TAX-EXEMPT ENTITY THE CITY COUNCIL OF THE CITY OF ATASCADERO DOES HEREBY FIND AND RESOLVE AS FOLLOWS: I. FINDINGS A. There presently exists in the City of Atascadero a need for education about, and additions and improvements to, the Atascadero Zoo, public parks and recreation facilities, cultural opportunities and other community services (hereafter, collectively, "Community Services". B. The responsibility for providing the needed education about, and additions and improvements to, Community Services presents a burden on the finances and physical resources of the City which can be alleviated by the establishment of a non-profit, tax-exempt corporation to which the public will be encouraged to make contributions for Community Services. II. RESOLVED A. That it is in the best interest of the health safety and general welfare of the public for there to be established a non-profit corporation to encourage participation in, and to accept tax-exempt contributions to, the Community Services. B. That the City Council does hereby authorize the City Attorney's office to proceed with the incorporation of a non-profit, tax-exempt corporation, to be known as the ATASCADERO COMMUNITY SERVICES FOUNDATION, INC. , to be organized in substantial conformity with the Articles of Incorporation attached hereto as Exhibit A and the By- laws attached hereto as Exhibit B, bath of which are incorporated herein by this reference Page 1 III. AUTHORIZED SIGNATURE AND CERTIFICATI0N The Mayor is authorized to execute this Resolution and the City Clerk shall certify the adoption of this Resolution. PASSED, APPROVED AND ADOPTED this 10th day of September, 1991. EN SHIERS, MAYOR ATT S . LEE RASOIN, CITY CLERK APPROVED AS TO FORM: MA* dGC� Y ICEDUSI GAYLE, ASSISTANT CITY ATTORNEY Page 2 CERTIFICATION I, LEE RABOIN, CITY CLERK OF THE CITY OF ATASCADERO, HEREBY CERTIFY that the foregoing Resolution was duly adopted by the City Council of the City of Atascadero, California at a regular meeting thereof, held on the 10th day of September, 1991, upon motion made by Councilmember Lilley and seconded by Councilmember Dexter and upon the following vote of the City Council: AYES: Mayor Shiers, Councilmembers Lilley, Dexter and Borgeson NOES: None ABSENT: None ABS o ci ember Nimmo -7 LJUE 13ABO2 , CITY CLERK Page 3 EXHIBIT NAN ARTICLES OF INCORPORATION OF ATASCADERO COMMUNITY SERVICES FOUNDATION, INC. I. The name of this corporation is ATASCADERO COMMUNITY SERVICES FOUNDATION, INC. II. A. 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. B. This corporation is formed exclusively for public and charitable purposes, including the following: to lessen the burdens of government of the City of Atascadero by promoting public welfare and education through the acceptance of contributions for use in the Atascadero Zoo, public City parks, public City recreational and cultural facilities, and other public facilities. III. The name and address in the State of California of this corporation's initial agent for service of process is: Ray Windsor City Manager City of Atascadero 6500 Palma Avenue Atascadero, California 93422 IV. A. This corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501(c) (3)- 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, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office. 1 EXHIBIT NAN EXHIBIT HBO BYLAWS FOR THE REGULATION OF THE ATASCADERO COMMUNITY SERVICES FOUNDATION, INC. I. NAME AND ADDRESS SECTION A. NAME OF ASSOCIATION. The name of this "Corporation' shall be the OATASCADERO COMMUNITY SERVICES FOUNDATION, INC.", a nonprofit organization incorporated under the laws of the State of California. SECTION B. PRINCIPAL EXECUTIVE OFFICE. The address of the principal executive office of the Atascadero Community Services Foundation, Inc. , shall be located at Atascadero City Hall, 6500 Palma Avenue, Atascadero, California 93422, or at such other place as the Board of Directors hereafter may designate. The City of Atascadero is hereinafter referred to as, the "City". II. PURPOSES AND LIMITATION SECTION A. GENERAL PURPOSES. The general purpose of the corporation shall be to assist in maintaining, enhancing, and promoting the Atascadero Zoo, Atascadero public parks, recreation and cultural facilities, and other public facilities which serve the general public, to familiarize the public with those public facilities and their contribution to the growth and welfare of the United States, the State of California, the County of San Luis Obispo and the City, and to accumulate and manage such facilities for the public benefit to the following ends: 1. Personnel - To recruit, train, encourage and recognize volunteers as docents, guides, hosts, staff support in maintenance, displays and public functions under the supervision of the City Director of Community Services, as appropriate; 2 . Puplicity - To establish a group to promote on-going use of the public facilities to promote educational, recreational and historical values and to plan and develop special events; 3. Funding - To encourage donations, grants and corporate gifts for expansion, preservation, improvement and maintenance of the Atascadero Zoo, Atascadero public parks, recreational and cultural facilities, and other public facilities in pursuit of the Corporation's goals. 1 EXHIBIT "B" SECTION A. OTHER PURPOSES. The Corporation may engage in such further and other purposes as may be permitted by law, provided however, that such purposes are authorized and approved by the Board of Directors, are in furtherance of the Corporation's public charitable purposes, and are of the type permitted to be performed under Section 501(c) of the Internal Revenue Code of 1986. III. MEMBERS MEMBERS PROHIBITED. The Corporation shall not have any members. EFFECT OF PROHIBITION. Any action which would otherwise require approval by a majority of all members or approval by the members shall require only approval by a majority of the Board of Directors. IV. DIRECTORS AND BOARD OF DIRECTORS MEETINGS SECTION A. NUMBER AND REQUIRED DIRECTORS. (1) The number of Directors of the Atascadero Community Services Foundation, Inc. shall be not less than seven (7) and not more than nine (9) . The number of authorized Directors shall be specified by the Atascadero OCity Council's and may be changed by City Council annually at the time the Annual Report (as hereinafter defined) is submitted for City Council review. The Directors shall serve without pay. (2) Four (4) Members of the Board shall be those persons holding the positions of City Director of Community Services, City Director of Community Development, City Director of Administrative Services, and President of the San Luis Obispo County Zoological Society, or persons serving in like capacities as those capacities may be renamed from time to time, and as those persons may be selected or elected from time to time. The term of each individual serving in one of the four (4) above- named capacities shall be co-extensive with the term each such person serves in the capacity so noted. Any person succeeding to the title of one of the four (4) above-named capacities shall automatically become a Director of the Corporation. 2 EXHIBIT RBS SECTION B. APPOINTMENT OF DIRECTORS. All Directors not required by Section IV.A (1) , above, shall be appointed by the City Council, as follows: (1) In the event that the City Council initially authorizes seven (7) members to the Board of Directors, the three (3) Directors named initially by the City Council to fill the seats not designated in Section IV.A(1) , above, shall be appointed for staggered terms with one (1) Director appointed for a period of three (3) years, one (1) Director appointed for a period of two (2) years and a third appointed for a period of one (1) year. (2) In the event that the City Council initially authorizes nine (9) members of the Board of Directors, the four (4) Directors named initially by the City Council to fill the seats not designated in Section IV.A(1) , above, shall be appointed for staggered terms with three (3) Directors appointed for a period of three (3) years, and two (2) Directors appointed for a period of two (2) years. (3) In the event that the City Council changes the number of authorized Directors at any time permitted by these By- laws, the newly created positions shall be filled for full terms of three (3) years each. (4) The term of each person named for a staggered term pursuant to Subsection (1) or Subsection (2) , above, shall be specified in the action of the City Council so naming each of those Directors. (5) After the initial terms of the Directors named by the City Council pursuant to Subsection (1) or Subsection (2) , above, the Directors appointed by the City Council shall serve a three (3) year term. (6) Directors appointed by the City Council pursuant to this Section IV.B may be reappointed by the City Council at the expiration of their terms, without limitation. SECTION C. EX-OFFICIO DIRECTOR. The City Manager of the City of Atascadero shall serve as an Ex-officio Director. Said Ex-officio Director shall have no voting power but may serve otherwise in all capacities as a Director and may participate in deliberations and discussions at all meetings of the Directors as a member of the Board. The Ex-officio Director shall be a permanent member of the Board and shall not be a Director additional to the number of Directors authorized pursuant to 3 EXHIBIT "B" Section IV, above. Any person succeeding to the capacity of City Manager shall automatically become an Ex-officio Director of the Corporation. SECTION D. PLACE OF MEETINGS. Meetings of the Board of Directors shall be held at any place within or without the State of California, which has been stated in the notice of the meeting, or if not stated in the notice, or if there is no notice, at Atascadero City Hall, 6500 Palma, Atascadero, California, 93422, or at such other place as may be designated for Directors' meetings, from time to time, by resolution of the Board of Directors. SECTION E. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held on the day and at the hour or at such other day and time as may be determined by the Board of Directors. No notice need be given in connection with such regular meetings, except that notice shall be given to each Director of any resolution of the Board changing the regular meeting date or time. SECTION F. QUORUM REQUIRED FOR ACTION AT MEETINGS. A majority of the authorized number of Directors present at a meeting shall constitute a "quorum" of the Board of Directors for the transaction of business. For purposes of determining a quorum, the Ex-officio Director shall not be counted. SECTION G. SPECIAL MEETINGS. Meetings other than regular meetings of the Board may be called by the President, and shall be called by the President upon the request of any two Directors requesting a special meeting. SECTION H. RK OVAL OF DIRECTORS. A Director appointed pursuant to Section IV.B, above, may be removed by action taken by a majority of the City Council or by a vote of the majority of the Directors then in office subject to approval in writing by the City Council. SECTION I. VACANCIES. A 'vacancy on the 'Board of Directors shall exist upon the occurrence of any of the following: (1) The death or resignation of any Director. (2) The suspension or termination of any Director pursuant to the provisions of Section IV.H, above. (3) An increase in the authorized number of Directors without appointment by the City Council. 4 EXHIBIT "B" (4) The failure of the City Council to appoint the full number of authorized Directors to the Board. A reduction of the authorized number of Directors shall not operate to remove any Director prior to the expiration of his or her term of office. V. FINANCING SECTION A. _SOLICITATION OF EUNDS. The Corporationfs primary source of funds shall be through solicitation of funds from the general public through gifts, bequests, trusts, or other devices and conducting special fundraising events. SECTION B. DUDGETING. The Board of Directors shall prepare and submit to the City Council, for approval, an annual operating budget for the Corporation. VI. INDEMNIFICATION OF DIRECTORg. OFFICERS. AND OTHER CORPORATE AGENTS SECTION A. INDEMNIFICATION. The Atascadero Community Services Foundation, Inc. shall, to the maximum extent permitted by California law, indemnify each of its Directors and Officers and the City of Atascadero, its Council and its officers and agents, against any expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceedings arising by reason of the fact any such person is or was a Director or Officer of the Atascadero Community Services Foundation, Inc. SECTION B. NON-FXgLUSIVITY. The right of indemnification or advancement of expenses provided herein shall not be deemed exclusive of any other rights which any Director or Officer of the Corporation, or any other person seeking indemnification or advancement of expenses may have, whether by law or under any agreement, insurance policy, vote of disinterested Directors, or otherwise. VII. OFFICERS SECTION A. OFFICERS. The Atascadero Community Services Foundation, Inc. , shall have a President, a Vice President, Secretary, Treasurer and such other Officers as may be 5 EXHIBIT "Bn designated by the Board of Directors. The Treasurer shall be the Atascadero Director of Administrative services. All other Officers shall be elected by the Board of Directors for a term of one (1) year. Only Members of the Board of Directors shall be eligible to serve as Officers of the Corporation. Officers shall have the powers and duties as specified below, together with such other duties as may be specified from time to time by resolution of the Board of Directors. The Officers of the corporation shall serve without pay. Sowers and Duties of the Presid nit. (1) To act as the Chief Executive Officer (2) To exercise general supervision over all the affairs of the Corporation. (3) To nominate members to committees necessary to carry out the executive functions. (4) To propose activities in the best interest of the Corporation. (5) To propose policies and legislation of the Board of Directors. (6) To propose the budget of the Board of Directors in conjunction with the Treasurer. (7) To administer regulations and By-laws. Powers and Duties of thS First vice President. (1) To assist the President in carrying out the executive functions. (2) To have the power and authority of the President when the President is absent. Powers gnd Duties of the Treasurer. (1) To maintain all the financial books and records of the Corporation consistent with generally accepted accounting principles. (2) To make regular financial reports to the Board of Directors at regular business meetings. 6 EXHIBIT NBn (3) To sign all disbursements of the Corporation which shall also be cosigned by the President or First Vice-President. (4) To be responsible for the collection and disbursement of the Corporation funds. Powers and Duties of the Secretary. (1) To keep permanent comprehensive records of the Corporation's action. (2) To record the minutes at each and every meeting, and to prepare the said minutes for presentations and approval at the next regularly scheduled meeting. (3) To handle any correspondence at the request of the Board of Directors or committee members. (4) To be responsible to the President for all letters and notices necessary for promotion and execution of the function of the Corporation and may include a newsletter/bulletin. SECTION A. LIMITED AUTHORITY OF OFFICERS. No Officer of the Atascadero Community Services Foundation, Inc. shall have any power or authority, outside of the normal day-to- day business of the Corporation, to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable in connection with any transaction unless so authorized by the Board of Directors. VIZI. AMENDMENTS New By-laws may be adopted or these By-laws may be amended or repealed by a majority of the Board of Directors. IX. FISCAL YEA13 The "fiscal year" of the Corporation shall be the sane as that of the City. EXHIBIT NB" ANNUAL REPORTS SECTION A. The Board shall cause an "Annual Report"' to be sent to the City Council and the Directors within 120 days after the end of the corporation's fiscal year. The Annual Report shall contain the following information for the fiscal year, in such detail as is necessary to clearly explain the fiscal transactions and status of the Corporation for that fiscal year: (a) The assets and liabilities, of the Corporation as of the beginning and the end of the fiscal year. (b) The principal changes in assets and liabilities within the fiscal year. (c) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes. (d) The expenses or disbursements of the Corporation for both general and restricted purposes. (e) Any information required by Section IX.B. , below. The Annual Report shall be accompanied by an audit report of independent accountants or, if there is no such audit report as permitted by this Section IX.A, by the certificate of the Treasurer of the Corporation that such statements were prepared without independent audit from the Corporation's books and records. If the Corporation receives less than $25,000 in gross receipts during a fiscal year an Annual Report must still be furnished to the City Council and to all Directors but no audit report need be prepared by an independent accountant for such a fiscal year. SECTION B. As part of the Annual Report to the City Council, the Corporation shall annually prepare and mail or deliver to the City Council and furnish to each Director, a statement of any transaction or indemnification of the following kind within 120 days after the end of the Corporation's fiscal year: (1) Any transaction (i) in which the Corporation, its parent, or its subsidiary was a party, (ii) in which an "interested person" had a direct or indirect material financial interest, and (iii) which involved more than $50,000, or was one of a number of transactions by the same interested person which, in the aggregate, totalled 8 EXHIBIT "B" more titin $50,000, For this purpose, an "interested person, shall be any Director or Officer of the Corporation, its parent, or one of its subsidiaries; provided, however, that mere common directorship held by a Director or Officer of the Corporation, its parent, or one Of its subsidiaries with another non-related entity or person with whom the Corporation contracts shall not be considered an interested party. The above-required statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated. (2) Any indemnifications or advances aggregating more than $10, 000 paid during the fiscal year to any Officer or Director of the Corporation under Section VI.A, above. IN WITNESS WHEREOF, these By-laws have been executed as of this day of , 1991. PRESIDENT SECRETARY 9 EXHIBIT ffBff