BYLAWS
OF
BARSTOW PUBLIC
FACILITIES CORP
BYLAWS
BARSTOW PUBLIC FACILITIES CORPORATION
"ARTICLE I
NAME, ORGANIZATION AND PURPOSE,
PRINCIPAL OFFICE, SEAL
Section 1.01. Name. The name of this corporatior
is "Barstow Public Facilities Corporation" (hereinafter referred to as the "Corporation").
Section 1.02. Organization, Purpose and Use of
Funds. The activities of the Corporation shall be limited to the activities described in its Articles of
Incorporation. No gains, profits or dividends shall be
distributed to any of the directors or officers of the
Corporation, and no part of the net earnings, funds or
assets of the Corporation shall inure to the benefit of any
director, officer or individual or any other person, firm or corporation excepting only the United States of America, the State of California, or any municipal corporation or
political subdivision thereof, or to a nonprofit fund,
foundation or corporation which is organized and operated exclusively for charitable or social welfare purposes and • establed 162e which has established its tax-exempt status under Section 501 (c) (3) OI 501(C) (4) Of the Internal Revenue Code Of 1986, as amended.
Section 1.03. Principal Office. The principal
office of the Corporation for its transaction on business is located at 220 East Mountain View Street, Barstow,
California 92311.
Section 1.04. Change of Principal Office. The
Board of Directors is hereby granted full power and
authority to change the principal office of the Corporation from one location to another in Barstow, California. shall be noted y AnY such change shall be noted by the Secretary in an appendix to these Bylaws, but no such appendix shall be considered an amendment of these Bylaws.
Section 1.05. Seal. The corporate seal of the
Corporation shall set forth the name of the Corporation and shall have inscribed thereon the words "incorporated
September_ 21_, 1989, California."
ARTICLE II
MEMBERSHIP
Section 2.01. The Corporation shall have no
Any action which would otherwise require approval
in the directors.
ARTICLE III
DIRECTORS
Section 3.01. Number. The Corporation shall have
five (5) directors. Collectively the directors shall be known as the "Board of Directors."
Section 3.02. Qualifications. The directors of
the Corporation shall be residents of the State of
California.
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section 3.03. Designation of Directors. Each
nember of the City council of the City of Barstow shall serve as a director of the Corporation.
Section 3.04. Term of Office. All directors
shall hold office until the expiration of their term as a member of the City Council of the city of Barstow.
Section 3.05. Place of Directors' Meetings.
Meetings of the Board of Directors shall be held at the principal office of the Corporation unless a different place is designated in the notice of such meeting.
Directors Detention Rear Me tor the old goo
regular meetings and may fix the time and place of holding such meetings.
Section 3.07. Special Meetings. Special meetings
of the Board of Directors may be called in accordance with the provisions of Section 54956 of the Government Code of the State of California.
Section 3.08: Quorum and Manner of Action.
majority of the directors shall constitute a quorum for the нало в а ака у ро розта 52 Віросога сере оро
the affirmative vote of a majority of the members of the Board of Directors.
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Section 3.09. Notice: Conduct of Meeting. All
meetings of the Board of Directors shall be called, noticed, held and conducted subject to the provisions of the Ralph M.
Brown Act (Chapter 9 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, being
Sections 54950-54962 thereof). The President or, in his or her absence, the Vice President, or, in the absence of the Vice President, a chair chosen by a majority of the
directors present, shall preside at ali meetings of the Board of Directors.
Section 3.10. Compensation of Directors. No
director shall be entitled to receive any compensation for serving as a director or as an officer of the Corporation, except that any director or officer may be reimbursed for expenses duly incurred in the performance of duties as
director or officer of the Corporation, upon approval of the Board of Directors.
POWERS OF BOARD OF DIRECTORS
Section 4.01. General Powers of Board of
Directors. All corporate powers shall be exercised by or under the authority of, and the business, property and
affairs of the Corporation shall be controlled by, the Board of Directors. The Board of Directors may delegate the
management of the activities of the Corporation to any
person or persons, management company, or committee however composed, provided that the activities and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board of Directors.
Section 4.02. Indemnification. To the full
extent permitted by law, the Board of Directors may
authorize indemnification by the Corporation of any person who is or was a director, officer, employee or other agent of the Corporation, and who was or is a party or is
threatened to be made a party to a proceeding by reason of the fact that such person is or was such a director, or other agent officer, employee or other agent of the Corporation, against expenses, judgments, fines, settlements and other amounts aroceeding, it such person acted in good faith and in a and reasonably incurred in connection with such manner such person reasonably believed to be in the best oration believed t faien interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful and, in the case of an action by or in the right of the Corporation, acted with such care, including reasonable inquiry, as an ordinarily prudent
person in a like position would use under similar
circumstances.
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Section 4.03. Incurring of Indebtedness.
Board of Directors, on behalf of the Corporation and in furtherance of its proper purposes, may incur such
evidences of indebteds of matese of tet atin, may sere the same by mortgage, transfer in trust, pledge or other
encumbrance of the whole or any part of the assets of the Corporation, may establish funds and make other provisions enter into other agreements 1r
connection therewith, in each case as shall be deemed
necessary or appropriate by the Board of Directors.
Section 4.04. Loans and other Agreements.
Subject to the provisions of the California Nonprofit Public Benefit Corporation Law, the Board of Directors, on behalf of the Corporation and in furtherance of its proper
purposes, may make loans to, enter into leases with, or otherwise enter into agreements with, any person with
respect to any property of the Corporation, may take such collateral or other security with respect thereto and may otherwise act or enter into other agreements in connection therewith, in each case as shall be deemed necessary or appropriate by the Board of Directors.
ARTICLE V
OFFICERS
Section 5.01. Number and Qualifications. The
officers of the Corporation shall be a President, a Vice President, a Secretary and a Chief Financial Officer and such subordinate officers, including one or more assistant secretaries and assistant financial officers, as the Board of Directors may appoint. only directors shall be qualified to hold the office of President or Vice President. Neither the Secretary nor the Chief Financial Officer may serve concurrently as the President.
Section 5.02. Election, Term of Office. Except
as provided in section 5.01, each officer shall be appointed by the Board of Directors, or, in the case of the initial officers, designated by the incorporator, and shall holo office until his or her successor shall have been appointed and qualified, or until the death, resignation or removal of such officer.
Section 5.03. Resignations. Any officer may
resign at any time by giving written notice to the president or to the Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resianation shall not be necessary to make it
effective.
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Section 5.04. Vacancies. A vacancy in any office
because of death, resignation, removal, disqualification or any other cause, shall be filled in the manner prescribed in these Bylaws for regular appointment to such office.
Section 5.05.
Corporation and shall
have general supervision over the business of the
Corporation, subject, however, to the control of the Board of Directors. The President shall preside at all meetings of the Board The President may sign and
execute, in the name of the Corporation, deeds, mortgages, bonds, contracts and other instruments duly
authorized by the Board of Directors, and generally shall perform all duties incident to the office of President and such other duties as may from time to time be assigned to At each meeting of
the Board of Directors, the President shall submit such recommendations and information as he or she may consider proper concerning the business, affairs and policies of the Corporation.
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Section 5.06. Vice President. At the request of
the President or in case of his or her absence or
disability, the Vice President shall perform all duties of the President and, when so acting, shall have all the powers oI, ana be subject to all restrictions upon, the President.
In addition, the Vice President shall perform such other duties as may from time to time be assigned to that office Section 5.07. The Secretary shall:
(a) Certify and keep at the office of the
Corporation, or at such other place as the Board of
Directors may order, the original or a copy of these Bylaws, as amended or otherwise altered;
(b) Keep at the office of the corporation, or at
such other place as the Board of Directors may order, a book of minutes of all meetings of the directors, recording
therein the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, and the proceedings thereat;
(c) See that all notices are duly given in
accordance with the provisions of these Bylaws or as
required by law;
(d) Be custodian of the records and seal of the
corporation;
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(e) Exhibit at all reasonable times to any
director, upon application, these Bylaws and the minutes of the proceedings of the directors of the Corporation; and (I) In general, perform all duties of the office
of Secretary and such other duties as may from time to time be assigned to such office by the Board of Directors or the President.
section 5.08. -Chief Financial Officer, subject
to the provisions of the proceedings authorizing any debt or other obligation of the Corporation which may provide for a rustee to receive, have the custody of and disburs
Corporation funds, he Chief Financial Officer shall receiv and have charge of all funds of the Corporation and shall disburse such funds only as directed by the Board of
Directors. The Chief Financial Officer shall,
perform all duties incident to the office of chiet Financial Officer and such other duties as may from time to time be assigned to such office by the Board of Directors or the President. The Chief Financial Officer shall have the
additional title of "Treasurer."
Section 5.09. Subordinate Officers. Subordinate
officers shall perform such duties as shall be prescribed time to time by the Board of Directors or the
President.
ARTICLE VI
DISSOLUTION
Section 6.01. The Corporation shall not be
voluntarily dissolved, except by approval of the Board of Directors. In the event of dissolution of the Corporation in any manner and for any cause, after the payment or
adequate provision for the payment of all of its debts and es, dil or che tonathan liabilities, all of the remaining funds, assets and
properties of the Corporation shall be paid or distributed as provided in the Corporation's Articles of Incorporation.
ARTICLE VII
GENERAL
Section 7.01. Fiscal Year. The fiscal year of
the Corporation shall begin July 1 and end June 30 of each year, except the first fiscal year which shall run from the date of incorporation to June 30, 1990.
Section 7.02. Construction and Definitions.
and Sprintion Contained a N Senora 0 i Crio Incorporation, and definitions
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California Nonprofit Corporation Law and in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws.
ARTICLE VIII
AMENDMENT OF BYLAWS AND
ARTICLES OF INCORPORATION
Section 8.01. Amendment of Bylaws. Any of these
ylaws may be amended or repealed, and new Bylaws may b
dopted, by unanimous vote of the Board of Directors
section 8. Orticles on it of Articles of th Amendment of Articles o Incorporation.
Corporation may be amended by unanimous vote of the Board of Directors.
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