BYLAWS OF
THE BARSTOW COMMUNITY SERVICES FOUNDATION, INC.
Section I.DI Principal Office.
ARTICLE I
OFFICES
The principal office of the Corporation for the transaction of its business is located at 220 East Mountain View Street, Barstow, California 92311.
Section .1.02 Change of Address.
The Board of Directors is hereby granted full power and authority to change the principal office of the Corporation from one location to another location in the City of Barstow. Any such change shall be noted by the Secretary in these Bylaws but shall not be considered an amendment of these Bylaws.
Section 1.03 Other Offices.
The Corporation may also have subordinate offices at such other places, within the City of Barstow, where it is qualified to do business, as its business may require, and as the Board of Directors may, from time to time, designate.
ARTICLE II
MEMBERS
The Corporation shall have no members as that term is defined by Section 5056 of the California Corporations Code ("CCC"), and shall be governed solely by its Board of Directors in accordance with these Bylaws. Pursuant to CCC section 531 O(b ), any action which would otherwise require approval by a majority of all members shall only require the approval of the Board. The Corporation may refer to persons or entities associated with it as "members" even though those persons or entities are not voting members, but no such reference shall constitute any person or entity a member within the meaning of CCC section 5056.
Section 3.01 Number.
ARTICLE III
DIRECTORS
The Corporation shall have five directors and collectively they shall be known as the Board of Directors.
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Section 3.02 Qualifications.
The �oard of Directors shall consist of the Mayor and Members of the City Council of the City of Barstow.
Section 3.03 Powers.
Subject to the provisions of the California Nonprofit Public Benefit Corporation law and any limitations in the Articles of Incorporation and these Bylaws, the Corporation's affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.
Section 3.04 Duties.
It sha!L be the duty of the Directors to:
(I) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this Corporation, or by these Bylaws; (2) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties, of all officers, agents and employees of the Corporation;
(3) Supervise all officers, agents and employees of the Corporation to assure that their duties are performed properly;
(4) Meet at such times and places as required by these Bylaws; (5) Register their addresses with the Secretary of the Corporation and notices of meetings sent to them at such addresses shall be valid notices thereof.
Section 3.05 Tem1s of Office.
The term of office for each Director shall run concurrently with his or her term of office as Mayor or a Member of the City Council.
The term of any Director shall terminate upon the occurrence of any of the following events:
( 1) The death or resignation of the Director;
(2) Upon the termination of the Director's position by which he or she is designated a Director, or upon the termination of the Director's position as a member of the City Council of the City of Barstow, as applicable.
Section 3 .07 Vacancies.
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If a vacancy occurs on the Board of Directors, then, the person who replaced the former Director in the position designated as a Director by Section 3.02 shall thereby become a Director.
Section 3.08 Compensation.
The Directors shall serve without compensation, except that they may be reimbursed for necessary and reasonable expenses incurred in the performance of their duties as Directors.
Section 3.09 Chairperson.
The Mayor of the City of Barstow shall be the Chairperson of the Board of Directors.
Section 3.10 Vice-Chairperson.
The Mayor Pro Tern of the City of Barstow shall be the Vice-Chairperson of the Board of Directors.
Section 4.01 Place of Meetings.
ARTICLE IV
MEETINGS
Meetings shall be held at the principal office of the Corporation unless otherwise provided in these Bylaws or at such place within the City of Barstow which has been designated by resolution of the Board of Directors.
Section 4.02 Regular Meetings.
Regular meetings of the Board of Directors shall be held on the first Monday of the month of October at 6:30 PM, unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same time and place two weeks later.
Section 4.03 Special Meetings.
Special meetings of the Board of Directors may be called by the Chairperson of the Board, the Secretary, or any two Directors.
Section 4.04 Notice of Meetings
Noticing of Meetings shall be done in compliance with the Brown Act, Government Code sections 54954.2 and 54956. Regular meetings shall be noticed at least seventy-two hours in advance of the meeting. Special meetings shall be noticed at least twenty-four hours in advance of the meeting. Notice of the meetings shall specify the time, place, and include an agenda briefly describing the items to be discussed.
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Section 4.05 Quorum.
A majority of the Board of Directors constitutes a quorum of the Board for the transaction of business. Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this Corporation, or by law, no business shall be considered by the Board of Directors at any meeting at which a quorum, as herein defined, is not present, and the only motion which the Chairperson shall entertain at such meeting is a motion to adjourn. However, a majority of the Directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors.
The Directors present at a duly called and· held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of Directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this Corporation.
Section 4.06 Majority Action as Board Action.
Every act or decision done or made by a majority of the Directors present at a meeting of the Board of Directors duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this Corporation, or provisions of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a director has a material financial interest (Section 5233) and indemnification of directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the board.
Section 4.07 Conduct of Meetings.
Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, in his or her absence, by the Vice Chairperson. The Secretary of the Corporation shall act as Secretary of all meetings of the Board of Directors, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting. The provisions of the Brown Act (Government Code se_ction 54950, et seq.) shall apply to the conduct of meetings of the Corporation.
Section 4.09 Non-Liability of Directors.
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.
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Section 4.10 Indemnification by Corporation of Directors, Officers, Employees and Other Agents.
The Corporation may indemnify a Director, officer, or employee under the provisions of CCC section 5238, or pursuant to any contract entered into by the Corporation with any employee who is not an officer or Director. The Corporation may purchase and maintain insurance on behalf of any Director, officer or employee of the Corporation against any liability asserted against or incurred by the Director, officer or employee in such capacity or arising out of the Director's, officer's or employee's status as such, whether or not the Corporation would have the power to indemnify the Director, officer or employee against such liability under the provisions of CCC section 5238.
Section 5.01 Number and Title.
ARTICLE V
OFFICERS
The Officers of the Corporation shall be an Executive Director, a Secretary, and a Chief Financial Officer who shall be designated the Treasurer. The Corporation m11y also have, as determined by the Board of Directors, a President, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer, nor any Assistant Secretaries or Assistant Treasurers, may serve as the President or Executive Director.
Section 5.02 Resignation and Removal of Officers.
Any officer may resign at any time on written notice to the Corporation without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. Officers may be removed with or without cause at any meeting of the Board of Directors by the affirmative vote of a majority of all the Directors.
Section 5.03 Vacancies.
Any vacancy caused by the death, resignation, removal, or otherwise, of any officer, shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of Executive Director, such vacancy may be filled temporarily by appointment by the Chairperson until such time as the Board of Directors shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board of Directors may or may not be filled. as the Board of Directors shall determine.
Section 5.03 Duties of Executive Director.
The City Manager of the City of Barstow shall serve as the Executive Director of the Corporation. The Executive Director shall be the Chief Executive Officer of the Corporation and 115834.1
shall, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation and the activities of the officers. He or she shall perform all duties incident to his or her office 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 prescribed from time to time by the Board of Directors.
Section 5.04 Duties of Secretary.
The City Clerk of the City of Barstow shall serve as the Secretary of the Corporation. The Secretary shall keep or cause to be kept at the principal office of the Corporation, or such other place as the Board of Directors may order, a book of minutes of all meetings, proceedings, and actions of the Board of Directors. The minutes of meetings shall include the time and place that the meeting was held; whether the meeting was regular or special, and if special, how authorized; the notice given; and the names of persons present at meetings. The Secretary shall keep or cause to be kept written waivers of notice of meetings; written consents to holding meetings, written approval of minutes of meetings; and unanimous written consents of action of the Board of Directors without a meeting. The Secretary shall keep or cause to be kept, at the principal office of the Corporation, a copy of the Articles of Incorporation and Bylaws, as amended to date. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors that these Bylaws require to be given. The Secretary shall keep and maintain the corporate seal, if any, and shall 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. The Secretary shall perform such other and further duties as may be required by law or required by the Board of Directors or these Bylaws.
Section 5.05 Duties of Treasurer.
The Finance Director of the City of Barstow shall serve as the Treasurer of the Corporation. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the Corporation's properties and transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses. The books and records of account · shall at all times be open to inspection by any Director of the Corporation. The Treasurer shall deposit all monies and other valuables in the name of and the credit of the Corporation with such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as ordered by the B'oard of Directors, and shall render to the Chairperson of the Board and all Directors, upon request, an account of all transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall perform such other and further duties as may be required by law or required by the Board of Directors or these Bylaws.
Section 5.06 General Counsel.
The City Attorney of the City Attorney shall serve as General Counsel to the Corporation.
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ARTICLE VI
EXECUTION OF INSTRUMENTS. DEPOSITS AND FUNDS
Section 6.0 I Execution of Instruments.
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 6.02 Checks and Notes.
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by the Treasurer and countersigned by the Executive Director.
Section 6.03 Deposits.
All funds of the Corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Treasurer may designate.
Section 6.04 Gifts.
The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the charitable and public purposes of this corporation.
ARTICLE VII
CORPORATERECORDS,REPORTSANDSEAL
Section 7.01 Maintenance of Corporate Records.
The Corporation shall keep at its principal office:
(I) Minutes of all meetings of the Board of Directors, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
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(2) Adequate and correct books and records of acconnt, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
(3) A copy of the corporation's Articles oflncorporation and Bylaws as amended to date, which shall be open to inspection by the Directors of the Corporation at all reasonable times during office hours.
Section 7.02 Corporate Seal.
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the Corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
Section 7.03 Directors' Inspection Rights.
Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Corporation.
Section 7.04 Right to Copy and Make Extracts.
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.
Section 7.05 Annual Report.
The Board of Director shall cause an annual report to be prepared not later than one hundred twenty (120) days after the close of the fiscal year. The report shall contain all the information required by CCC Section 6321 (a) and shall be accompanied by any report thereon of independent accountants, or ifthere is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation. The annual report shall be furnished to all Directors.
Section 7.06 Annual Statement of Certain Transactions and Indemnifications.
The Corporation shall furnish annually a statement of any transaction or indemnification described in CCC Section 6322(d) and (e), if such transaction or indemnification took place.
Such annual statement shall be attached to and sent together with the Annual Report required by Section 7.05 of these Bylaws.
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ARTICLE Vlll
FISCAL YEAR
Section 8.01 Fiscal Year of the Corporation.
The fiscal year of the Corporation shall begin on July I and end on the June 30 in each year.
ARTICLE IX
RULE OF CONSTRUCTION
Section 9.01 Interpretation and Construction.
Any conflict between these Bylaws and the Articles of Incorporation shall be resolved in favor of the Articles of Incorporation. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Public Benefit Corporation Law, CCC Section 51 JO, et seq., shall govern the construction of these Bylaws.
Section 10.01 Amendment.
ARTlCLEX
AMENDMENT OF BYLAWS
Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by an affirmative vote ofa majority of the Board of Directors.
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