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HomeMy WebLinkAboutReso 2002-032 RESOLUTION NO. 2002-032 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AMENDMENTS TO THE ARTICLES OF INCORPORATION AND BYLAWS OF THE ENVIRONMENTAL LEGACY FUND WHEREAS, the Environmental Legacy Fund's ("ELF") bylaws and articles of incorporation ("Governing Documents") include the City and the BayFront Conservancy Trust ("BCT") as approving authorities on matters ranging from appointment of board members to making changes to bylaws and articles of incorporation; and WHEREAS, at its November 1 2001, meeting, the ELF was provided notice and presented with the proposed amendments to the Governing Documents; and WHEREAS, on December 5, 2001, the ELF and BCT held a joint meeting at which each organization unanimously approved the proposed modifications to both organizations and recommended that these items be brought forward to the City Council for ratification and action; and WHEREAS, the changes to the ELF Articles of Incorporation are primarily to update the information and address the inconsistencies which have been discovered; and WHEREAS, the ELF Bylaws have been modified to rename the organization, modify the method by which Directors are selected and reorganize the internal structure of the organization. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula Vista does hereby approve the resolution relating to amendments to the Articles of Incorporation and Bylaws of the Environmental Legacy Fund as documented in Attachment 1. Presented by Approved as to form by Dan Jolm ~f. Kaheny ) Nature Center Director City/Attorney Resolution 2002-032 Page 2 PASSED, APPROVED, and ADOPTED by the City Council of the City of Chula Vista, California, this 5th day of February, 2002, by the following vote: AYES: Councilmembers: Davis, Padilla, Rindone, Salas and Horton NAYS: Councilmembers: None ABSENT: Councilmembers: None Shirley Horton,~Mfiyor ATTEST: Susan Bigelow, City Clerk ~- STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) CITY OF CHULA VISTA ) I, Susan Bigelow, City Clerk of Chula Vista, California, do hereby certify that the foregoing Resolution No. 2002-032 was duly passed, approved, and adopted by the City Council at a regular meeting of the Chula Vista City Council held on the 5th day of February, 2002. Executed this 5th day of February, 2002. Susan Bigelow, City Clerk R2002-032 BY-LAWS OF THE FRIENDS OF THE CHULA VISTA NATURE CENTER ARTICLE I NAMES, PURPOSES AND PRINCIPAL OFFICE Section 1.1 Name. The name of this corporation is the Friends of the Chula Vista Nature Center. Section 1.2 Purposes. The corporation is organized under the Nonprofit Public Benefit Corporation Law of California exclusively for charitable and educational purposes, within the meaning of Section 501 (c)(3) of the Internal Revenue Code. The purpose of this corporation is to provide and raise funds and other support for the environmental education programs, operation, and maintenance of the Chula Vista Nature Center. Section 1.3 Principal Office. The principal office of this corporation shall be located at the Chula Vista Nature Center in Chula Vista, State of California, at 1000 Gunpowder Point Drive, Chula Vista, 91910-1201. ARTICLE II MEMBERSHIP This corporation shall have no members. ARTICLE III BOARD OF DIRECTORS Section 3.1 Powers. This corporation shall have powers to the full extent allowed by law. All powers and activities of this corporation shall be exercised and managed directly by the Board. Section 3~1.1 Majority Action as Board Action Every act or decision by a majority of the directors present duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of the California Nonprofit Public Benefit Corporation Law including, without limitations, those provisions relating to (1) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (2) creation of and appointments to committees of the board, and (3) indemnification of directors. BY-LAWS OF THE FRIENDS OF THE CHULA VISTA NATURE CENTER Section 3.2 Number of Directors. The corporation shall have 15 voting directors and collectively they shall be known as the Board of Directors. The number 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. In any case, the number of directors shall not exceed the maximum number authorized in this corporation's Articles of Incorporation. Section 3.2.1 Honorary Directors In addition to the 15 voting directors, the Board of Directors may appoint an unlimited number of honorary directors to the board. Honorary directors do not actively participate in board activities but have been appointed by reason of distinguished contribution to the Chula Vista Nature Center. Honorary directors may advise and consult the board on all matters presented before it but cannot vote, make motions, etc.. Honorary directors may be removed at any time with or without cause by a majority vote of the Board of Directors. Section 3.3 Selection of Directors. The Director of the Chula Vista Nature Center shall be an ex-officio voting member of the Board of Directors and also serve as President of the corporation. Directors shall be elected by the Board of Directors one at a time. Each vacancy is filled by using a separate election. No election of directors shall take place unless a quorum is present. A slate of directors may be elected with one vote, if done so unanimously. The process of filling a vacancy shall begin by having a director or one of the corporation's officers nominate at least one candidate. Each candidate shall have five minutes to present a statement as to his/her qualifications. After nomination, a secret vote by the Board of Directors shall be taken with each director voting for the candidate of his/her choice or by refraining from voting altogether (either by not voting or submitting a ballot with no choice - an "abstention"). A non-secret vote may be conducted if approved unanimously by the Board. Ballots shall be tallied by the President and Secretary and certified by the Chairperson of the Board. A candidate must receive a simple majority of all votes cast to be elected. An abstention shall count as a vote cast. Should no candidate receive a simple majority on the first vote, the bottom candidate will be removed and another vote taken. This shall proceed until one candidate receives a simple majority. If no candidate receives a simple majority, that position cannot be filled and a new round of nominations shall be taken at some point in the future (if approved by the Board). BY-LAWS OF THE FRIENDS OF THE CHULA VISTA NATURE CENTER In the event that two candidates receive votes totaling exactly fifty percent (50%) of all votes cast (meaning no abstentions were proffered), the Chairperson of the Board shall break the tie - even if he/she has voted in the round that produced the tie. Board members elected at a meeting may not participate in the election of other Board members at the same meeting, but may engage in the conduct of other corporate business. Section 3.4 Term of Office of Directors The term of office for a director shall be two (2) years. Section 3.4.1 Director seats shall be divided as equally as possible into two classes. The seats of the directors of the first class shall be elected in year one, the second class in year two, so that one-half are elected every year. If a vacancy occurs during the term of a director then that vacancy may be filled and sit until the seat in question is up for re-election. Section 3.4.2 Directors may be removed without cause at any time by a two-thirds vote of the Board of Directors. Section 3.5 Vacancies. A vacancy shall be deemed to exist in the event that the actual number of voting directors is less than the number of directors authorized in these by-laws for any reason A majority vote of the Board is required to open the floor for nominations to fill a vacancy. Section 3.6 Meetings, Meetings shall be governed by Robert's Rules of Order, insofar as such rules are not inconsistent with these Bylaws, a Board resolution, the Articles of Incorporation, or with provisions of state or federal law. 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 President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting. Section 3.6.1 Action by Unanimous Written Consent Without Meeting Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. For the purposes of this Section only, "all members of the board" shall not include any "interested director" as BY-LAWS OF THE FRIENDS OF THE CHULA VISTA NATURE CENTER defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law. Such written consent or consents shall be filed with the minutes of the proceedings of the board. Such action by written consent shall have the same force and effect as the unanimous vote of the directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this corporation authorize the directors to so act, and such statement shall be prima facie evidence of such authority. Section 3.6.2 Waiver of Notice and Consent to Holding Meetings The transactions of any meeting of the board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Section 3.7 Annual Meeting. An annual meeting shall be held every year in either the month of January or February. An exact date shall be fixed by a vote of the Board each year during the regular meeting scheduled closest to October 1st. If the annual meeting cannot or is not held during one of the months listed above, the board shall convene an annual meeting the first Tuesday of March. Director seats up for reelection and Officers of the corporation are elected by the board at each annual meeting. Section 3.8 Regular Meetings. The Board of Directors, by resolution, shall establish a schedule of regular meetings that occur no less than bi-monthly. Section 3.9 Special Meetings. Special meetings of the Board of Directors may be called by the Chairperson of the Board, President, Secretary, or any three (3) directors, by written notice delivered personally as well as by first class mail, e-mail, telephone or facsimile. Such notices shall be sent to each director at his or her street address, e-mail address, telephone number or facsimile number as shown on the books of the corporation.. The notice shall state the time, place, and subject matter of such special meeting. BY-LAWS OF THE FRIENDS OF THE CHULA VISTA NATURE CENTER Section 3.10 Quorum. The presence of more than fifty percent (50%) of the current Board Members with voting rights (vacant board seats excluded) shall constitute a quorum for the transaction of business at regular bi-monthly meetings, except to adjourn as provided in Section 3.11 of this Article II1. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. Section 3.11 Adjournment. A majority of the directors present, whether or not constituting a quorum may adjourn any meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than 24 hours, in which case personal notice of the time and place shall be given before the time of the adjourned meeting to the directors who were not present at the time of the adjournment. Section 3.12 Standard of Care. A. General. A director shall perform the duties of a director, including duties as a member of any committee of the board on which the director may serve in good faith, in a manner such director believes to be in the best interests of this corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances. In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports or statements including financial statements and other financial data, in each case prepared or presented by: (1) One or more officers or employees of the corporation whom the director believes to be reliable and competent in the matters presented; (2) Counsel, independent accountants or other persons as to matters which the director believes to be within such person's professional or expert competence; or (3) A committee of the board upon which the director does not serve, as to matters within its designated authority, which committee the director believes to merit confidence, so long as in any such case, the director acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted. A person who performs the duties of a director in accordance with the foregoing shall have no liability based upon any failure or alleged failure to discharge that persons obligations as a director. BY-LAWS OF THE FRIENDS OF THE CHULA VISTA NATURE CENTER B. Non-Liability of Directors. The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation. C. Indemnification by Corporation of Directors, Officers, Employees and Other Agents. To the extent that a person who is, or was, a director, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonable incurred by the person in connection with such proceeding. If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed, by and in accordance with the requirements of Section 5238 of the California Nonprofit Public Benefit Corporation Law. D. Insurance for Corporate Agents. The corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of any agent of the corporation, including a director, officer, employee or other agent of the corporation, against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer's, director's, employee's or agents status as such. Section 3.13 Prohibited Transactions. A. Loans. This corporation shall not make any loan of money or property to or guarantee the obligation of any director or officer; provided, however, that this corporation may advance money to a director or officer of this corporation for expenses reasonably anticipated to be incurred in performance of the duties of such officer or director so long as such individual would be entitled to be reimbursed for such expenses absent the advance. Section 3.14 Compensation. At all times, more than fifty percent of the directors shall be persons who have not been compensated, within the previous twelve months, by this corporation for services performed for this corporation. In this Section, the term "persons" includes individuals related by blood or marriage. BY-LAWS OF THE FRIENDS OF THE CHULA VISTA NATURE CENTER ARTICLE IV COMMITTEES Section 4.1 Committees of Directors. The Board of Directors may designate one (1) or more committees, each consisting of three (3) or more voting directors to serve at the pleasure of the board. Appointments to all committees shall be made by a majority vote of the directors. Any committee, to the extent provided in the board resolution, shall have all the authority of the board, except that no committee, regardless of board resolution may: A. Expend any corporate funds for any purpose without the express authorization of the Board of Directors; B. Expend any corporate funds for any purpose without the express authorization of the Board of Directors; C. Amend or repeal by-laws or adopt new by-laws; D. Amend or repeal any resolution of the Board of Directors which by its terms is not so amendable or repealable; E. Appoint any other committees of the Board of Directors. Section 4.2 Meetings. Meetings and actions of committees shall be governed by and held and taken in accordance with the provisions of Article III of these by-laws concerning meetings of directors, with such changes in the context of those by-laws as are necessary to substitute the committee and its members for the Board of Directors and its members. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board of Directors may adopt rules for the governance of any committee not inconsistent with the provisions of these by- laws. ARTICLE V OFFICERS Section 5.1 Officers. The officers of this corporation shall be Chairperson, Vice-Chairperson, President, Secretary, and Treasurer. The corporation may also have at the discretion of the directors, such other officers as may be appointed by the directors. Any number of offices may be held by the same BY-LAWS OF THE FRIENDS OF THE CHULA VISTA NATURE CENTER person, except that neither the secretary nor the treasurer may serve concurrently as the Chairperson of the Board. The President shall be the Director of the Chula Vista Nature Center, who shall also be an ex- officio voting member of the Board of Directors. The other officers of the corporation, except the Chairperson and Vice-Chairperson, need not be (but may be) members of the Board of Directors. Section 5,2 Appointment. The officers of this corporation, with the exception of the President, shall serve at the pleasure of the board, subject to the rights, if any, of an officer under any contract of employment. The officers of the corporation shall be appointed by the Board of Directors at each annual meeting in the same manner as the election of directors described in Section 3.3 of these by-laws. A Chairperson and Vice-Chairperson of the Board shall be elected from the pool of all voting board members by a simple majority of all votes cast and in manner consistent with Section 3.3 above. As in Section 3.3, an abstention shall count as a vote cast. Section 5.3 Removal. Subject to the rights, if any, of an officer under any contract of employment, any officer, with the exception of the President, may be removed with or without cause by a majority vote of the Board of Directors pursuant to applicable law. Section 5.4 Resignation. An officer may resign at any time by giving written notice to this corporation. The resignation shall take effect at the date of the receipt of that notice or at any later time specified by that notice, and unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of this corporation under any contract to which the officer is a party. Section 5.5 Vacancies, A vacancy in any office for any reason shall be filled in the manner described in these by-laws for regular appointments to that office. Section 5.6 Chairperson of the Board ("Chairperson") The Chairperson of the Board, among other things, presides over all meetings, calls special meetings, accepts the resignation of board members or officers, breaks ties during the election of directors, and acts as chief executive officer of the corporation if no President is currently _ serving. Section 5.7 Vice-Chairperson of the Board ("Vice-Chairperson') BY-LAWS OF THE FRIENDS OF THE CHULA VISTA NATURE CENTER In the absence of the Chairperson of the Board, or in the event of his or her inability or refusal to act, the Vice-Chairperson shall preside at all meetings of the Board of Directors, and shall, subject to the control of the board, have the powers and duties of the Chairperson. Section 5.8 President, The President shall be the chief executive officer of the corporation, and shall, subject to control of the board, or subject to such other actions as the board may take, generally supervise, direct and control the business and the officers of the corporation. Section 5.9 Secretary. The Secretary shall: 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. 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. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. 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. Keep at the principal office of the corporation a Board of Directors log containing the name, address, and contact information of each and any director, and, in the case where any directorship has been vacated, he or she shall record such fact in the log together with the date on which such directorship ceased. This log shall also track the date each director seat is up for reelection. Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, the Bylaws, the Board of Directors log, and the minutes of the proceedings of the directors of the corporation. 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 5,10 Treasurer. 9 BY-LAWS OF THE FRIENDS OF THE CHULA VISTA NATURE CENTER The treasurer shall have charge and custody of all funds of the corporetion, shall deposit such funds in the manner required by the board, shall keep and maintain adequate and correct accounts of the corporations preperties and business transactions, shall render reports and accountings as required, and shall discharge such other duties as pertain to the office or as prescribed by the directors. The books of account shall be open to inspection by any officer at all reasonable times. The board may require the treasurer to give the corporation a bond in the amount and with the surety or sureties specified by the board for faithful performance of the duties of the office and for restoration to the corporation of all of its books, papers, vouchers, money, and other preperty of every kind in the possession or under the contrel of the chief financial officer on his or her death, resignation, retirement, or removal from office. ARTICLE VI REPORT TO DIRECTORS Section 6.1 Annual Report. The President shall furnish a written report within 120 days after the end of the corporation's fiscal year to all of the directors containing the following information: A. The assets and liabilities, including the trust funds, of this corporation as of the end of the fiscal year; B. The principal changes in assets and liabilities, including trust funds, during the fiscal year; C. The revenue or receipts of this corporation, both unrestricted and restricted for particular purposes, for the fiscal year; D. The expenses or disbursements of this corporation, for both general and restricted purposes during the fiscal year; E. The amount and circumstances of any indemnifications or advances aggregating more than FIVE THOUSAND DOLLARS ($5,000.00) paid during the fiscal year to any officer or director of the corporation. The annual report shall be accompanied by a report on the corporation by independent accountants or, if there is no such report, by the certificate of an authorized officer of the corporation that such statements were prepared without audit frem the corporation's books and records. Section 6.2 Inspection by Directors. 10 BY-LAWS OF THE FRIENDS OF THE CHULA VISTA NATURE CENTER Every director shall have the absolute right at any reasonable time to inspect the corporation's books, records, documents of every kind and the corporation's property. The right of inspection includes the right to copy and make extracts of documents. ARTICLE VII AMENDMENTS Section 7.1 Amendment of Articles of Incorporation. Proposed amendments to this corporation's Articles of Incorporation must be submitted in writing to all directors via personal delivery, first class mail, electronic mail, or facsimile at least two (2) weeks in advance of the board meeting at which they will be considered for adoption. A three-quarter majority vote of the directors present at any meeting shall be required to adopt an amendment to the Articles of Incorporation. Section 7.2 Amendments to By-Laws. Proposed amendments to this corporation's by-laws must be submitted in writing to all directors via personal delivery, first class mail, electronic mail, or facsimile at least two (2) weeks in advance of the meeting at which they will be considered for adoption. A two-thirds majority vote of the directors present at a meeting shall be required to adopt an amendment to the by-laws of this corporation. ARTICLE VIII MISCELLANEOUS Section 8.1 Fiscal Year. The fiscal year of this corporation shall end each year on June 30. Section 8.2 Corporate Seal. This corporation shall have a seal which shall be specified by resolution of the Board of Directors. The seal shall be affixed to all corporate instruments, but failure to affix it shall not affect the validity of the instrument. Section 8.3 Execution of Checks. Except as otherwise provided by law, every check, draft, promissory note, money order, or other evidence of indebtedness of the corporation shall be signed by such individuals as are authorized by the Board of Directors. 11 ARTICLES OF INCORPORATION OF THE FRIENDS OF THE CHULA VISTA NATURE CENTER Article I--Name The name of this corporation is the Friends of the Chula Vista Nature Center. Article II-Nature and Purpose of Organization 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 public and charitable purposes. B. The purpose for which this corporation is organized is to provide and raise funds and other support for the environmental education programs, operation, and maintenance of the Chula Vista Nature Center. Article III--Agent for Service The name and address in the State of California of this corporation's initial agent for service of process is: Name: Dr. Stephen Neudecker, Executive Director Address: Bayfront Conservancy Trust 1000 Gunpowder Point Drive Chula Vista, CA 91910-1201 Article IV-Limitations of Powers of Corporation A. The corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code. B. Notwithstanding any other provisions of these Articles, the corporation shall not carry on any other activities not permitted to be carries 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 said Code, or the corresponding provisions of any future statute of the United States. C. No substantial part of the activities of this corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation; nor shall the corporation participate or intervene in any political campaign ARTICLES OF INCORPORATION OF THE FRIENDS OF THE CHULA VISTA NATURE CENTER - (including the publishing or distribution of statements) on behalf of any candidate for public office. Article V--Board of Directors The Friends of the Chula Vista Nature Center shall be governed by a Board of Directors of no more than 30 voting persons. The names and address of the persons designated to act as the initial Board of Directors are: Name: Gregory R. Cox Address: 647 Windsor Circle Chula Vista, CA 91910 Name: Dr. Stephen Neudecker, Executive Director Address: Bayfrent Conservancy Trust 1000 Gunpowder Point Drive Chula Vista, CA 91910-1201 Name: George W. Turner Address: 867 Date Street Chula Vista, CA 91911 Article VI--Dissolution of Corporation A. The property of this Corporation is irrevocably dedicated to charitable purposes, and no part of the net income or assets of the corporation shall ever inure to the benefit of any director, trustee, member or officer of this corporation, nor to any private person. B. Upon the dissolution of the corporation, any assets remaining after payment of, or provision for payment of, all debts and liabilities shall be distributed to a non-profit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes, which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code or the corresponding provisions of any future statute of the United States. C. In the event of a liquidation of this corporation, all corporate assets shall be disposed of in such a manner as may be directed by the court consistent with applicable provisions of the Corporations Code.