HomeMy WebLinkAboutAGENDA REPORT 2009 0204 CC REG ITEM 09C CITY 0F MOORPARK,%C A. t.'-�
Clty Council Meeting
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MOORPARK CITY COUNCIL
AGENDA REPORT
TO: Honorable City Council
FROM: Hugh R. Riley, Assistant City Mana
DATE: January 23, 2009 (CC Meeting of 2/04/2009)
SUBJECT: Consider Recommended Bylaws for the Moorpark Community
Foundation for the Arts
BACKGROUND
On January 16, 2008, the City Council directed staff to begin the research activity
necessary to establish a Moorpark Community Foundation for the Arts. The
mission of the Foundation is to raise funds from private sources and private or
public grants to support the advancement of the arts in Moorpark including
supporting the ongoing operating expense of the High Street Arts Center. In
March 2008, staff completed the required Articles of Incorporation (Attached)
which were filed with the California Secretary of State's Office on June 5, 2008 to
establish the foundation.
FOUNDATION STRUCTURE
Because the circumstances surrounding the City of Simi Valley's acquisition of
the Simi Valley Cultural Arts Center and subsequent formation of an arts
foundation closely parallel the situation in Moorpark, staff patterned the steps to
form the Moorpark Foundation after the effort in Simi Valley as well as several
other examples.
In September of 1994, the Simi Valley City Council appointed five members to
serve as both the Simi Valley Cultural Arts Center Foundation and an Arts
Commission. The Commission was tasked to oversee the operation and
management of the Center. The Foundation was charged with managing a fund
raising campaign. The City also agreed to provide clerical support to the
Foundation. Private donations to the Foundation were made through the City of
Simi Valley. The Foundation acquired an IRS designation as a 501 (c) (3) Non-
Profit entity separate from the City of Simi Valley.
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Honorable City Council
January 23, 2009
Page 2
The Foundation pledges an annual cash donation of about $25,000 per year.
This amount is raised through various fundraisers (which take place outside of
theater walls), such as individual donors and corporate donations as well as two
major yearly functions: The Spotlight Awards and the Vino Jazz Festival. The
Foundation has also started an endowment fund for the theater, which has a
current principal balance of approximately $350,000.
In February 1996, the City Council dissolved the Commission to allow the
Foundation to concentrate solely on fundraising and expanded its membership to
21 members, 14 appointed by the Foundation Board and 7 appointed by the City
Council. The City Council also expanded an Ad Hoc Cultural Center Committee
to five members.
In June 1997, the City Council changed the name of the Ad Hoc Cultural Center
Committee to the Simi Valley Arts Commission to reflect the permanent nature of
the Committee. The current membership of the Commission includes two
members of the City Council, four public members appointed by the City Council,
one member of the Cultural Arts Center Foundation Board of Directors, and one
public member alternate appointed by the City Council. The Cultural Arts
Commission became the policy body for the Center and approves an annual
budget and operating plan.
The 501 (c) (3) designation was obtained in 1996 after the Foundation was split
off from the Commission. The CEO and the Board of the Foundation prepared
and submitted the application.
The High Street Arts Center Operating Costs
The Redevelopment Agency of the City of Moorpark provided funding in the
2007/08 operating budget for the third theatrical season at the High Street Arts
Center ("HSAC"). The total amount budgeted for the HSAC is $230,820.
Revenue for the HSAC is estimated at $91,000. The Agency absorbs the
$139,820 gap between revenue and expenses.
Relationship Between the City and the Proposed Foundation
The City has options as to how it would like to work with and through the
proposed Foundation. The City's legal staff has examined both the Foundation
model used by Simi Valley and a model used in the City of Lompoc for that City's
well-known mural program. Obviously, the Simi Valley model includes some
level of direct control of the Foundation by the City. In Lompoc, the City helped
initiate the Foundation, but it now operates without City control. In both cases,
the Cities are a source of financing for the Foundations, but the Foundations
operate as separate entities from the Cities. To ensure that the Moorpark
Foundation is not viewed legally as a subsidiary body of the City of Moorpark, it
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Honorable City Council
January 23, 2009
Page 3
is best to limit the City's control of the Foundation and to have the Foundation
open and keep financial accounts separate from those maintained by the City.
However the City would be copied on all meeting agendas and minutes, receive
periodic financial reports and maintain final approval authority for the Arts Center
Operating and Production Budget. This separation is important particularly if the
Foundation is a recipient of grant funding from other Arts Foundations including
the National Endowment for the Arts and others.
The City would review the progress of the Foundation within three years and, at
that time would have the option of amending the Foundation's Bylaws to provide
for more independent operation or maintaining the existing relationship. In the
case of Simi Valley Cultural Arts Center Foundation described in this report, after
five years, the City of Simi Valley decided to continue its relationship with the
Foundation.
The proposed bylaws have been developed to meet the following short term and
intermediate term objectives:
1. Establish a Foundation Board of 7 members appointed by the Mayor and
City Council.
2. Establish operating parameters for the Foundation and relationships with
the City including compliance with the Ralph M Brown Act with regard to
meetings and Public Records Act with regard to meeting minutes, and financial
records.
3. Provide for the eventual operation of the foundation independent of the
City at a time to be determined at the sole discretion of the City.
FISCAL IMPACT
No fiscal impact at this time. Approximately $2,600 of the $5,000 budgeted for
the formation of the Foundation has been expended to date. Staff will present a
report regarding any additional costs associated with establishing the foundation
at a future City Council Meeting. Such costs may include additional legal services
and City staff time for the preparation of required state and federal reports and
the keeping of records required to acquire tax exempt status. Additional out of
pocket costs are not expected to exceed $5,000.
STAFF RECOMMENDATION
Direct staff as deemed appropriate.
Honorable City Council
January 23, 2009
Page 4
Attachment: Articles of Incorporation
Draft Bylaws
k. 101.27
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��GE OF ly
State of California
Secretary of State J�
I , DEBRA B OWEN, Secretary of State of the State of
California, hereby certify:
That the attached transcript of page(s) has been compared
with the record on file in this office, of which it purports to be a copy, and
that it is full, true and correct.
SEAL. 0F r
c .•�E;,REKq�•yF IN WITNESS WHEREOF, I execute this
�P,••'� ''•.,s�, certificate and affix the Great Seal of the
� �� a State of California this day of
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JUN 2 6 2008
cqLIFORNNP
DEBRA BOWEN
Secretary of State
ATTACHMENT
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SedState Form CE-107(REV 1,2007) OSP06 99734
ENDORSEDm FILED
1n a,e ofi�re of the Secretary laf8t,�te
ARTICLES OF INCORPORATION
OF JUN 09 2008
MOORPARK COMMUNITY FOUNDATION FOR THE ARTS
The name of this corporation is MOORPARK COMMUNITY FOUNDATION FOR THE
ARTS
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. The specific purpose of this corporation is to provide and promote the arts to the
public through the operation of the High Street Arts Center in the City of
Moorpark.
III
The name and address in the State of California of this corporation's initial agent for
service process is:
Hugh R. Riley, Assistant City Manager
City of Moorpark
799 Moorpark Avenue
Moorpark, CA 93021
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.
V
The property of this corporation is irrevocably dedicated to charitable purposes and no
part of the net income or assets of this organization shall ever inure to the benefit of any
director, officer or member thereof or to the benefit of private persons. Upon the
dissolution of the corporation its assets remaining after payment or provision for
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payment of all debts and liabilities of this corporation shall be distributed to a nonprofit
fund, foundation, or municipal corporation which has established its tax exempt status
under Section 501(c)(3) of the Internal Revenue Code.
Date Incorporator: Hugh R. Riley
��GE OF lti
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Frq RY�F
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fL Os
State of California
Secretary of State
C4E fO.M' 1
1
1
STATEMENT OF INFORMATION +
(Domestic Nonprofit, Credit Union and Consumer '
Cooperative Corporations) ;
1
Filing Fee: $20.00. If amendment,see instructions.
IMPORTANT—READ INSTRUCTIONS BEFORE COMPLETING THIS FORM This Space For Filing Use Only
1. CORPORATE NAME (Please do not alter if name is preprinted.)
N
Moorpark Community Foundation for the Arts
DUE DATE:
COMPLETE PRINCIPAL OFFICE ADDRESS (Do not abbreviate the name of the city. Item 2 cannot be a P.O.Box.)
2. STREET ADDRESS OF PRINCIPAL OFFICE IN CALIFORNIA,IF ANY CITY STATE ZIP CODE
799 Moorpark Avenue Moorpark CA 93021
3. MAILING ADDRESS OF THE CORPORATION,IF REQUIRED CITY STATE ZIP CODE
799 Moorpark Avenue Moorpark CA 93021
NAMES AND COMPLETE ADDRESSES OF THE FOLLOWING OFFICERS (The corporation must have these three officers. A comparable title
for the specific officer may be added;however,the preprinted titles on this form must not be altered.)
4. CHIEF EXECUTIVE OFFICER/ ADDRESS CITY STATE ZIP CODE
Steven Kueny 799 Moorpark Avanue Moorpark CA 93021
5. SECRETARY/ ADDRESS CITY STATE ZIP CODE
David C Moe 799 Moorpark Avanue Moorpark CA 93021
6. CHIEF FINANCIAL OFFICER/ ADDRESS CITY STATE ZIP CODE
Hugh R Riley 799 Moorpark Avanue Moorpark CA 93021
AGENT FOR SERVICE OF PROCESS (If the agent is an individual,the agent must reside in California and Item 8 must be completed with a California
street address(a P.O.Box address is not acceptable). If the agent is another corporation,the agent must have on file with the California Secretary of State a
certificate pursuant to Corporations Code section 1505 and Item 8 must be left blank.)
7. NAME OF•AGENT FOR SERVICE OF PROCESS
Hugh R Riley
8. STREET ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CALIFORNIA,IF AN INDIVIDUAL CITY STATE ZIP CODE
799 Moorpark Avenue Moorpark CA 93021
DAVIS-STIRLING COMMON INTEREST DEVELOPMENT ACT(California Civil Code section 1350,et seq.)
9. Check here if the corporation is an association formed to manage a common interest development under the Davis-Stirling Common Interest
Development Act and proceed to Items 10, 11 and 12.
NOTE: Corporations formed to manage a common interest development must also file a Statement by Common Interest Development Association Form
SI-CID)as required by California Civil Code section 1363.6. Please see instructions on the reverse side of this form. p
10. ADDRESS OF BUSINESS OR CORPORATE OFFICE OF THE ASSOCIATION,IF ANY CITY STATE ZIP CODE
799 Moorpark Avanue Moorpark CA 93021
11. FRONT STREET AND NEAREST CROSS STREET FOR THE PHYSICAL LOCATION OF THE COMMON INTEREST DEVELOPMENT 9-DIGIT ZIP CODE
(Complete if the business or corporate office is not on the site of the common interest development.)
12. NAME AND ADDRESS OF ASSOCIATION'S MANAGING AGENT,IF ANY CITY STATE ZIP CODE
Hugh R Riley 799 Moorpark Avanue CA 93021
13. THE INFORMATION CONTAINED HEREIN IS TRUE AND CORRECT.
"')1 43 IL
11/18/08 08 Hugh R Riley
Agent
R
DATE TYPE/PRINT NAME OF PERSON COMPLETING FORM TITLE
SIGNATURE
SI-100(REV 0112008) APPROVED BY SECRETARY OF STATE
MOORPARK COMMUNITY FOUNDATION FOR THE ARTS
BYLAWS
Article I - Name
The name of this corporation shall be the Moorpark Community Foundation for the Arts.
Article II - Principal Office
The principal office of this corporation for transaction of business is located in the City of
Moorpark and the County of Ventura, California at 799 Moorpark Avenue. The Board of
Directors has the full power and authority to change the principal office of this
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corporation from one location to another in the City of Moorpark, California. Any such
change shall be noted by the Secretary in these bylaws but shall not be considered an
amendment to these bylaws.
Article III - Purpose
The specific purpose of this corporation is to provide and promote the arts to the public
through the operation of the High Street Arts Center in the City of Moorpark.
Article IV - Members
Section 1 Class and Voting Rights: The Corporation shall have one class of non-
voting members. No person shall hold more than one membershi p p in the Corporation.
Section 2 Qualification of Members: Members shall be those persons duly appointed
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in accordance with this Section. Any person dedicated to the purpose of the corporation,
.
shall be eligible for membership upon approval of the membershi p application lication b the
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Board of Directors and upon timely payment of such dues and fees the board may fix
from time to time.
Section 3 Dues, Fees and Assessments: Each Member must pay, the time
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and on the conditions set by the Board of Directors, the dues, fees and assessments in
amounts to be fixed from time to time by the Board. The dues, fees, and.assessments
shall be equal for all members.
Section 4 Members in Good Standing: Members who have aid the required dues
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fees, and assessments in accordance with these bylaws and who are not suspended
shall be members in good standing.
Section 5 Grounds for Suspension of Membership: A member may be sus
. p y suspended
under Article IV, Section 7 of these bylaws, based on the ood faith determination b
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the board, or a committee or person authorized b the board to make such uch a
determination, that the member has failed in a material and serious degree to observe
the corporation's rules of conduct, or has engaged in conduct material)
y and seriously
prejudicial to the corporation's purposes and interests. During he period of g p suspension,
the person shalt' not be a member.
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LA#4810-7409-8947 v4
ATTACHMENT 2
Section 6 Grounds for Termination of Membership: A membership shall terminate on
the occurrence of any of the following events:
A. Resignation of the member;
B. Expiration of the period of membership, unless the membership is
renewed on the renewal terms fixed by the board;
C. The member's failure to pay dues, fees, or assessments as set by the
board within 30 days after they are due and payable;
D. Any event that renders the member ineligible for membership, or failure to
satisfy membership qualifications; or
E. A good faith determination under Article IV, Section 7 by the board, or a
committee or person authorized by the board to make such a
determination, that the member has failed in a material and serious
degree to observe the rules of conduct of the corporation, or has engaged
in conduct materially and seriously prejudicial to the corporation's
purposes and interests.
Section 7 Procedures for Suspension or Terminating Membership: If grounds appear
to exist for suspending or terminating a member under Article IV, Section 5 or 6 of
these bylaws, the following procedure shall be followed:
A. The board shall give the member at least 15 days' prior notice of the
proposed suspension or termination and the reasons for the proposed
suspension or termination. Notice shall be given by any method
reasonably calculated to provide actual notice. Notice given by mail shall
be sent by first-class or registered mail to the member's last address as
shown on the corporation's records.
B. The member shall be given an opportunity to be heard, either orally or in
writing, at least five days before the effective date of the proposed
suspension or termination. The hearing shall be held, or the written
statement considered, by the board or by a committee or person
authorized by the board to determine whether the suspension or
termination should occur.
C. The board, committee, or person shall decide whether the person should
be suspended, expelled, or sanctioned in any way. The decision of the
board, committee, or person shall be final.
D. Any action challenging an expulsion, suspension, or termination of
membership, including a claim alleging defective notice must be
commenced within one year after the date of the expulsion, suspension, or
termination.
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Section 8 Transfer of Membership: Membership Not Permitted: No membership or
right arising from membership may be transferred. All membership rights cease on the
member's termination, death or dissolution.
Section 9 Annual Meeting: Subject to and in full accordance with The Ralph M.
Brown Act (CA Gov. Code Section 54950 et seq.) ("Act"), the Membership shall meet
annually on at :00 p.m.; provided, however, that should said day fall upon a legal
holiday, then said meeting shall be held at the same time on the next business day
thereafter ensuing which is not a legal holiday. Annual meetings of the Members shall
be governed by Robert's Rules of Order, including such revisions thereof as may from
time to time be published, except insofar as such rules are inconsistent with these
bylaws, with the Articles of Incorporation, with the Act, or with applicable laws.
Article V - Board of Directors
Section 1 Appointment of Directors: The initial Board of Directors shall be
comprised of five (5) Directors, three of whom shall be appointed by the Mayor of the
City of Moorpark with the approval of the Moorpark City Council and two of whom shall
be appointed by the other three Mayor-appointed Directors. The term of each Director
of the initial Board is four years. Recruitment for City Council appointments to the
Foundation will be conducted by the City Clerk, consistent with the City Council's
adopted Advertising and Appointment Policy for Citizen Appointments.
On or about the conclusion of the second full year of the initial Board, the size of the
Board shall increase from five Directors to seven Directors with the appointment of two
more Directors by the Mayor of the City of Moorpark with the approval of the Moorpark
City Council. The term of each of the two additional Directors is four years.
Thereafter, upon the conclusion of a term of one or more of the five Mayor-appointed
Directors, the Mayor with the approval of the Moorpark City Council shall appoint the
successor Director(s).
Upon the conclusion of a term of one or both of the Director-appointed Directors, the
immediate past president of the Board shall be the successor Director or if he or she is
already a Director, then the remaining Directors shall appoint a successor Director. The
term of the successor Directors shall be four years.
Section 2 Powers of Directors: Subject to the provisions and limitations of the
California Non-Profit Public Benefit Corporation Law and any other applicable laws and
subject to any limitations in the Articles of Incorporation or these bylaws, the business
and affairs of this corporation shall be managed, and all corporate powers shall be
exercised by or under the direction of the Board of Directors.
The Board of Directors may delegate the performance of any duties or the exercise of
any powers to such officers or agents as may from time to time, by resolution, be so
designated provided that the activities and affairs of this corporation shall be managed
and all corporate powers shall be exercised under the ultimate direction of the Board.
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Section 3 Honorary Membership: An individual or business entity (corporation),
based on interest or service to the High Street Arts Center, may, by a majority vote of
the Board, be awarded Honorary Membership to the Board. Such membership shall be
non-voting.
Section 4 Vacancies: A vacancy in any Mayor appointed Director position because
of removal, death, resignation, or otherwise, shall be filled with an appointment by the
Mayor with approval by the Moorpark City Council . A vacancy occurring in a Board
appointed position because of removal, death, resignation, or otherwise, shall be filled
with an appointment by the President with the approval of the Board of Directors.
A. Events Causing Vacancy: A vacancy on the Board of Directors shall be
deemed to exist at the occurrence of any of the following:
1. The death, resignation or removal of any Director.
2. A Director has three or more consecutive absences from duly
called meetings that are not excused in writing by the President.
B. Resignation: Except as provided in this paragraph, any Director may
resign, which resignation shall be effective on giving written notice to the
President or Secretary of the Board, unless the notice specifies a later
time for the resignation to become effective. No Director may resign when
the corporation would be left without a duly elected Director or Directors in
charge of its affairs.
C. Removal of Directors: Directors appointed by the Mayor may be removed
at any time, with or without cause, by a majority vote of the Moorpark City
Council. Directors appointed by the Board, may be removed, with or
without cause, by a majority vote of Board of Directors at a special
meeting called for that purpose, or at a regular meeting, provided notice of
that meeting and of the removal questions are given.
Section 5 Voting: Each Director other than honorary members of the Board shall
have one vote. There shall be no proxy voting permitted for the transaction of any of the
business of this corporation.
Section 6 Regular Board Meetings: Subject to and in full accordance with the Act,
the regular meetings of the Board of Directors shall be held on the of each month
at :00 p.m.; provided, however, that should said day fall upon a legal holiday, then
said meeting shall be held at the same time on the next business day thereafter ensuing
which is not a legal holiday. At the first regular meeting of the year the Directors shall
elect the officers specified in Article VI. All regular meetings of the Board of Directors
shall be governed by Robert's Rules of Order, including such revisions thereof as may
from time to time be published, except insofar as such rules are inconsistent with these
bylaws, with the Articles of Incorporation, with the Act, or with applicable laws.
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Section 7 Special Meetings: Subject to and in full accordance with the Act, special
meetings of the Board may be called by the President, any Vice President, the
Secretary or any two (2) Directors. Special meetings shall be held on four (4) days'
notice by first-class mail, postage prepaid, or on forty-eight hours' notice delivered
personally or by telephone or e-mail. Notice of the special meeting need not be given to
any Director who signs a waiver of notice or a written consent to holding the meeting or
an approval of the minutes thereof, whether before or after the meeting, or who attends
the meeting without protesting, prior thereto or at its commencement, the lack of such
notice to such Director. All such waivers, consents, and approvals shall be filed with the
corporate records or made a part of the minutes of the meetings.
Section 8 Place of Meetings: Regular and Special meetings of the Board of
Directors shall be held at any place within the City of Moorpark which has been
designated from time to time by resolution of the Board or by written consent of all the
Directors of the Board and which location meets the accessibility requirements of the
Act. In the absence of such designation, meetings shall be held at the High Street Arts
Center.
Section 9 Open Meetings: All meetings of the Board of Directors shall be open and
public and all persons shall be permitted to attend any meeting of the Board; provided,
however, that the Board may hold a noticed, closed session during any meeting to
consider those matters that may lawfully be considered in such sessions under the Act.
Section 10 Quorum: A majority of the authorized number of voting Directors shall
constitute a quorum for the transaction of business at every meeting. If a quorum is
present at the beginning of a meeting, that meeting remains a valid meeting, despite the
withdrawal of directors leaving less than a quorum. However, if any action is to be
taken, no less than one-third (1/3) of the authorized number of voting Directors must be
present and the action must be approved by a majority of those remaining.Every act or
decision made by a majority of the Directors present at a meeting at which a quorum is
present shall be an act of the Board of Directors, subject to any more stringent
provisions of the California Non-Profit Public Benefit Corporation Law.
Section 11 Compensation: The Board of Directors shall serve without compensation.
Directors may be reimbursed for expenses related to the purpose of the corporation.
Expenditures for which reimbursement is requested must receive prior approval by a
majority vote of the Board.at a regular or special meeting.
Section 12 Committees of Directors: The Board of Directors may create one or more
committees to serve at the pleasure of the Board. Members of committees need not be
Directors unless the Committee. At least one Board member shall serve on each
committee. Any member of any committee may be removed, with or without cause, at
any time by the Board. Any committee, to the extent provided in a resolution of the
Board, shall have all or a portion of the authority of the Board, except that no
Committee, regardless of the Board resolution, may:
A. Fill vacancies on the Board of Directors or on any committee;
LA#4810-7409-8947 v4 1 43 G
B. Amend or repeal the Articles of Incorporation or bylaws or adopt new
bylaws;
C. Amend or repeal any resolution of the Board;
D. Create any other committee of the Board or appoint the members of any
committee;
E. Approve any transaction to which the corporation is a party and as to
which one or more Directors has a material or financial interest or between
the corporation or firm in which one or more of its Directors has a material
or financial interest.
Section 13 Meeting and Action of Committees: Subject to and in full accordance with
the Act, meetings and actions of committees of the Board shall be governed by these
bylaws. The Board of Directors may adopt rules for any committee not inconsistent with
the provisions of these bylaws or the Act.
Section 14 Executive Committee: Pursuant to Article V, Section 13, the Board may
appoint two (2) Directors and the President of the Board to serve as the Executive
Committee of the Board. The President of the Board shall serve as the Chair of the
Executive Committee. The Executive Committee, unless limited by a resolution of the
Board, shall have and may exercise all the authority of the Board in the management of
the business and affairs of the corporation between meetings of the Board; provided,
however, that the Executive Committee shall not have the authority of the Board in
reference to those matters enumerated in Article V, Section 13, nor may the Executive
Committee bind the corporation to any contract or agreements which way create liability
for, an amount in excess of$5,000.00.
Article VI - Officers
Section 1 Officers: The Officers of this corporation shall be President, Vice
President, Secretary, and Treasurer.
Section 2 Elections: The Board of Directors shall elect all Officers of this corporation
for terms of one year, or until their successors are elected and seated. The annual
election shall be held at the annual meeting held on or about October 1 each year or on
the next available business day following October 1. Officers shall be seated at the next
subsequent meeting or not later than sixty (60) days from the date of the election. All
Officers shall be drawn from the Board of Directors. Officers may be assisted by staff
members of the City of Moorpark or by any person or persons so authorized by the
Board of Directors.
Section 3 President: Subject to the control of the Board of Directors, the President
shall preside at all meetings of the members and of the Board, and shall have such
other powers and duties as may be prescribed from time to time by the Board of
Directors, law, Articles of Incorporation and Bylaws. The President shall have a vote on
all matters.
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Section 4 Vice President: In the absence or disability of the President, the Vice
President shall perform all the duties of the President. The Vice President shall have
such other powers and perform such other duties as may be prescribed from time to
time by the Board of Directors, law, Articles of Incorporation and Bylaws.
Section 5 Secretary: The Secretary shall assist the President in the preparation of
the agendas for the meetings, shall provide such notices as may be necessary and
proper, shall keep full and complete records of the proceedings of all meetings of the
Board of Directors and maintain such records at the principal place of business or other
place designated by the Board, and shall discharge such other duties as pertain to the
office or as prescribed by the Board of Directors.
Section 6 Treasurer: The Treasurer shall be the Chief Financial Officer of this
corporation, and if required by the Board of Directors, shall give a bond for the faithful
discharge of his or her duties in such sums and with such surety as the Board of
Directors shall deem appropriate. The Treasurer shall submit an annual report to the
Board on or about October 1st of each year, shall supervise the keeping of the books of
this corporation, and shall discharge such other duties as pertain to the office or as
presented by the Board of Directors.
Section 7 Removal of Officers: Officers serving on the Board as appointees of
Mayor may be removed at any time, with or without cause, by a majority vote of the
Moorpark City Council. Officers serving on the board as appointees of the President of
the Board, may be removed, with or without cause by a majority vote of the members of
the entire Board of Directors at a special meeting called for that purpose, or at a regular
meeting, provided notice of that meeting and of the removal questions are given.
Article VII - Defense, Indemnification and Insurance
This corporation shall defend any Director who is a party or is threatened to be made a
party to any proceedings, other than a proceeding by or in the right of the corporation,
by reason of the fact that such Director is or was an agent of this corporation and will
indemnify .such Director against expenses, judgments, fines, settlements and any other
amounts actually and reasonably incurred in connection with such proceedings if.such
Director acted in good faith and in a manner such Director reasonably believed to be in
the best interest of this corporation, and in the case of a criminal proceeding, if such
Director had no reasonable cause to believe the conduct was unlawful.
The corporation shall have the right, and shall use reasonable efforts, to purchase and
maintain insurance to the full extent permitted by law on behalf of the Directors to cover
any liability asserted against or incurred by any Director in such capacity or arising from
the Director's status.
Article VIII - Records and reports
The corporation shall keep at its principal office the original or a copy of the Articles of
Incorporation and bylaws, as amended to date. The accounting year of the corporation
shall be July 1 to June 30.
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The accounting books, records and minutes of the proceedings of the Board of
Directors and any committee(s) of the Board of Directors shall be kept at such place or
places designated by the Board of Directors, or, in the absence of such designation, at
the principal office of the corporation. The minutes shall be kept in written or typed form,
and the accounting books and records shall be kept in either written or typed form or in
any other form capable of being converted into written, typed or printed form. Copies of
all meeting agendas and approved minutes shall be provided to the City Clerk of the
City of Moorpark. A quarterly report of general business shall be submitted to the City in
a form to be determined by the City Manager.
Every Member and Director shall have the absolute right, at any reasonable time, upon
written request, to inspect all books, records and documents of every kind and the
physical properties of the corporation and each of its subsidiary corporations. This
inspection by a Director may be made in person or by agent or attorney, and the right of
inspection includes the right to copy and make extracts of documents.
Article IX - Conflict of Interest
No member of the Board of Directors shall be financially interested in any contract or
other transaction entered into by the Board of Directors, and any contract or transaction
entered into in violation of this prohibition is void. No Director may utilize information
obtained by reason of Board membership for personal gain, and the Board of Directors
may recover any such gain realized.
Article X -Amendment of Bylaws
Amendments to these bylaws may be approved by a two-thirds vote of the entire Board
of Directors.
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