14-F — Bellflower City Council, October 13, 2025

14-F
TO: Honorable Mayor and Members of the Bellflower City Council

ATTENTION: Ryan Smoot, City Manager

FROM: Mayra Ochiqui, City Clerk

SUBJECT: Consideration and possible action to approve the appointment of Cheryl M. Williams to the Bellflower Public Facilities Corporation (“BPFC”).

DATE: October 13, 2025

EXECUTIVE SUMMARY

At its September 23, 2025, Regular Meeting, the Board of Directors of the Bellflower Public Facilities Corporation (“BPFC”) unanimously voted to appoint Cheryl M. Williams to the BPFC and recommends the City Council approve this appointment.

RECOMMENDATION TO CITY COUNCIL

1) Approve the appointment of Cheryl M. Williams to the Bellflower Public Facilities Corporation; or

2) Alternatively, discuss and take other action related to this item.

FISCAL IMPACT

None.

BACKGROUND

Director George Franzen resigned effective November 15, 2024. Pursuant to the following excerpts from the BPFC By-Laws, the Board of Directors should appoint an individual to fill the vacancy. This appointment is subject to the City Council’s approval.

“Section 2.01. Class of Membership, Qualifications, Admission … The members shall have the power to fill vacancies in the membership, but no person other than said initial members shall be eligible for membership except an individual who has been approved for membership by the City Council of the City of Bellflower ...”

“Section 4.04. Vacancies. Any vacancy in the Board of Directors caused by the death or resignation of any Director, or in any other manner, shall be deemed filled by the person admitted to membership pursuant to Section 2.01 hereof to fill such vacancy in the membership.”

Page 1 of 2 ends

-1-
0F BELLFL Q m st af m teport

Staff Report – Approve the Appointment to the BPFC
October 13, 2025

Page 2 of 2 ends

BACKGROUND – Continued

On November 14, 2024, a Public Notice of Special Vacancy was posted in the City Hall Lobby, on the City’s website, at the Brakensiek Library, and at Caruthers, Simms and Thompson Parks. From the date of that posting to present, one application has been received from Cheryl M. Williams. At its September 23, 2023, Regular Meeting, the Board of Directors of the BPFC unanimously voted to appoint Cheryl M. Williams to the BPFC and recommends the City Council approve this appointment.

This non-compensable position is subject to the City’s Code of Conduct (Resolution No. 25-12) and the filing requirements of the Political Reform Act.

ATTACHMENTS

A. Bellflower Public Facilities Corporation By-Laws ........................................................... 3 B. Resolution No. 25-12 – Code of Conduct ..................................................................... 21 C. Public Notice of Special Vacancy ................................................................................ 29 D. Completed Application from Cheryl M. Williams .......................................................... 30

-2-

BELLFLOWER PUBLIC

FACILITIES

CORPORATION
BYLAWS
-3-

BELLFLOWER PUBLIC

FACILITIES

CORPORATION
BYLAWS

BYLAWS
OF

BELLFLOWER PUBLIC FACILITIES CORPORATION
Section 1.01 Name ............... ............................... 1 Section 1.02 Organization, Purpose and Use of Funds ................ 1 Section 1.03 Principal Office ....... ............................... 1 Section 1.04 Seal ................ ............................... 1 Section 2.01 Class of Membership, Qualifications, Admission .......... 2 Section 2.02 Termination of Membership ........................... 2 Section 2.03 Certificates of Membership ............................ 3 Section 2.04 Transfer of Memberships .............................. 3 Section 2.05 Property and Voting Rights ............................ 4 Section 2.06 Dues and Assessments ............................... 4 Section 3.01 Place of Meetings ..... ............................... 4 Section 3.02 Annual Meetings ...... ............................... 4 Section 3.03 Special Meetings ..... ............................... 4 Section 3.04 Adjourned Meetings ... ............................... 4 Section 3.05 Notice of Meetings .... ............................... 5 Section 3.06 Quorum and Manner of Action ......................... 5 Section 3.07 Ralph M. Brown Act ... ............................... 6 Section 4.01 Powers .............. ............................... 6 Section 4.02 Number and Qualification of Directors ................... 7 Section 4.03 Selection and Term of Office ........................... 7 Section 4.04 Vacancies ........... ............................... 7 Section 4.05 Organization Meeting .. ............................... 7 Section 4.06 Regular Meetings ..... ............................... 7 Section 4.07 Special Meetings, Notice Waiver ........................ 8 Section 4.08 Adjourned Meetings, Notice of Adjournment .............. 8 Section 4.09 Quorum ............. ............................... 9 Section 4.10 Fees and Compensation .............................. 9 Section 4.11 Ralph M. Brown Act ... ............................... 9 Section 4.12 Conduct of Meetings .. ............................... 9 Section 4.13 Resignations ......... ............................... 9 Section 5.01 Officers ............. ............................... 9 Section 5.02 Election ............ ............................... 10 Section 5.03 Removal and Resignation ............................ 10 Section 5.04 President ........... ............................... 10 Section 5.05 Vice President ....... ............................... 10 Section 5.06 Secretary ........... ............................... 10 Section 5.07 Treasurer ........... ............................... 10 Section 5.08 Subordinate Officers . ............................... 11 Section 6.01 Execution of Documents ............................. 11 Section 6.02 Inspection of Bylaws . ............................... 11 Section 6.03 Annual Report ....... ............................... 11 Section 6.04 Fiscal Year ......... ............................... 11 Section 6.05 Dissolution ......... ............................... 12 Section 6.06 Construction and Definitions ......................... 12 Section 7.01 Power of Members ... ............................... 12 Section 7.02 Powers of Directors .. ............................... 12-4- Section 1.01
Section 1.02
Section 1.03
Section 1.04
Section 2.01
Section 2.02
Section 2.03
Section 2.04
Section 2.05
Section 2.06
Section 3.01
Section 3.02
Section 3.03
Section 3.04
Section 3.05
Section 3.06
Section 3.07
Section 4.01
Section 4.02
Section 4.03
Section 4.04
Section 4.05
Section 4.06
Section 4.07
Section 4.08
Section 4.09
Section 4.10
Section 4.11
Section 4.12
Section 4.13
Section 5.01
Section 5.02
Section 5.03
Section 5.04
Section 5.05
Section 5.06
Section 5.07
Section 5.08
Section 6.01
Section 6.02
Section 6.03
Section 6.04
Section 6.05
Section 6.06
Section 7.01
Section 7.02
BYLAWS
OF

BELLFLOWER PUBLIC FACILITIES CORPORATION
Name .............................................. 1
Organization, Purpose and Use of Funds ................ 1 Principal Office ...................................... 1 Seal ............................................... 1
Class of Membership, Qualifications, Admission .......... 2 Termination of Membership ........................... 2 Certificates of Membership ............................ 3 Transfer of Memberships .............................. 3 Property and Voting Rights ............................ 4 Dues and Assessments ............................... 4
Place of Meetings .................................... 4 Annual Meetings ..................................... 4 Special Meetings .................................... 4 Adjourned Meetings .................................. 4 Notice of Meetings ................................... 5 Quorum and Manner of Action ......................... 5 Ralph M. Brown Act .................................. 6 Powers ............................................. 6
Number and Qualification of Directors ................... 7 Selection and Term of Office ........................... 7 Vacancies .......................................... 7
Organization Meeting ................................. 7 Regular Meetings .................................... 7 Special Meetings, Notice Waiver ........................ 8 Adjourned Meetings, Notice of Adjournment .............. 8 Quorum ............................................ 9
Fees and Compensation .............................. 9
Ralph M. Brown Act .................................. 9 Conduct of Meetings ................................. 9 Resignations ........................................ 9 Officers ............................................ 9 Election ........................................... 10 Removal and Resignation ............................ 10 President .......................................... 10 Vice President ...................................... 10 Secretary .......................................... 10 Treasurer .......................................... 10 Subordinate Officers ................................ 11 Execution of Documents ............................. 11 Inspection of Bylaws ................................ 11 Annual Report ...................................... 11 Fiscal Year ........................................ 11 Dissolution ........................................ 12 Construction and Definitions ......................... 12 Power of Members .................................. 12
Powers of Directors ................................. 12

BYLAWS
OF

BELLFLOWER PUBLIC FACILITIES CORPORATION
ARTICLE I.

Name, Organization and Purpose,
Principal Office, Seal
Section 1.01. Name. The name of this corporation is BELLFLOWER

PUBLIC FACILITIES

C
O
R
P
O
R
A
T
I
O
N

(

h
e
r
e
i
n
a
f
t
e
r
referred to as the "Corporation ").

Section 1.02. Organization, Purpose and Use of Funds. The Corporation is a nonprofit public benefit corporation

o
r
g
a
n
i
z
e
d

u
n
d
e
r
the Nonprofit Corporation Law of
the State of California to provide

f
i
n
a
n
c
i
a
l

a
s
s
i
s
t
a
n
c
e
to the City of Bellflower, by acquiring,
constructing and operating or providing

f
o
r

t
h
e
operation

o
f
city hall improvements,
including administrative buildings, parking facilities and related facilities

f
o
r
the use, benefit
and enjoyment of the

p
u
b
l
i
c
.

The

a
c
t
i
v
i
t
i
e
s
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

m
e
m
b
e
r
s
of the Corporation; and no part of the net earnings,
funds or assets of the Corporation shall inure to the benefit of any member, private shareholder or individual or

a
n
y
other person, firm or corporation excepting only the

C
i
t
y
of Bellflower.

Section 1.03. Principal Office. The principal

s
e
c
t
i
o
n
,

but

s
h
a
l
l

n
o
t
be considered an amendment to these
Bylaws.

Section 1.04. Seal. The

c
o
r
p
o
r
a
t
e
seal

o
f
the Corporation shall

s
e
t
forth the
name of the Corporation and shall have inscribed thereon the words "Incorporated January 30, 1981."

Page 1 of 12 ends

-5-
BYLAWS
OF

BELLFLOWER PUBLIC FACILITIES CORPORATION
ARTICLE I.

NameI Organization and Purpose,
Principal Of'ficeI Seal
Section 1.01. Name. The name of this corporation is BELLFLOWER PUBLIC FACILITIES CORPORATION (hereinafter referred to as the “Corporation”).

Section 1.02. Organization, Purpose and Use of Funds. ‘l‘neCorporajion is a nonprofit public benefit corporation organized under the Nonprofit Corporation Law of the State of California to provide financial assistance to the City of Bellflower, by acquiring, constructing and operating or providing for the operation of city hall improvements, including administrative buildings, parking facilities and related facilities for the use, benefit and enjoyment of the public. 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 members of the Corporation; and no part of the net earnings, funds or assets of the Corporation shall inure to the benefit of any member, private shareholder or individual or any other person, firm or corporation excepting only the City of Bellflower.

Section 1.03. Principal Office. The principal office of the Corporation is hereby fixed and located at 16600 Civic Center Drive, Bellflower. California 90706. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another in the City of Bellflower. Any such change shall be noted by the Secretary opposite this section, but shall not be considered an amendment to these Bylaws.

Section 1.04. E. The corporate seal of the Corporation shall set forth the name of the Corporation and shall have inscribed thereon the words “Incorporated January 30, 1981

Page 1 of 12 ends

Bellflower Public

F
a
c
i
l
i
t
i
e
s

C
o
r
p
o
r
a
t
i
o
n
Bylaws

Page 2 of 12 ends

ARTICLE II.

Membership
Section 2.01. Class of Membership, Qualifications, Admission. There shall be only

o
n
e

c
l
a
s
s
of membership in the Corporation, which shall consist of not

m
o
r
e
than five (5) members. The initial members of the Corporation shall be the

p
e
r
s
o
n
s
elected
to act as the first directors of the Corporation. The members shall

h
a
v
e

t
h
e
power to fill
vacancies in the membership, but no person other than said

i
n
i
t
i
a
l
members shall be
eligible for membership except an individual who has been approved

f
o
r
membership by
the City Council of the City of Bellflower. Membership shall continue until terminated as provided in Section 2.02

o
f
this Article.

Section 2.02. Termination of

M
e
m
b
e
r
s
h
i
p
.

Subject to the provisions of
Section 2.04 of this Article, membership of any member shall terminate upon the resignation or death of such member. The membership of any member may also be terminated when

s
u
c
h
termination is made in good faith after the following procedure has been implemented:
a) A notice shall be sent by mail by prepaid, first - class, or registered mail to the most recent

a
d
d
r
e
s
s
of the member as shown on the Corporation's records,
setting forth the termination and the reasons therefor. Such notice shall be sent at least fifteen (15) days

b
e
f
o
r
e
the proposed

e
f
f
e
c
t
i
v
e
date of the
termination.
b) The member being terminated shall be given an opportunity to

b
e
heard,
either orally or in writing, at a hearing to be held not fewer than five (5) days before the effective date of the proposed termination. The hearing will be held before a quorum of

a
committee

c
o
n
s
i
s
t
i
n
g
of all of the

m
e
m
b
e
r
s
exclusive of

s
u
c
h
member (the "Termination Committee "). The notice to the member of his proposed termination shall state the date, time and place of the hearing on his proposed

t
e
r
m
i
n
a
t
i
o
n
.

-6-
Bellflower Public Facilities Corporation
Bylaws

Page 2 of 12 ends

ARTICLE II.

Membership
Section 2.01 . Class of Membership, Qualifications, Admission. There shall be only one class of membership in the Corporation, which shall consist of not more than five (5) members. The initial members of the Corporation shall be the persons elected to act as the first directors of the Corporation. The members shall have the power to fill vacancies in the membership, but no person other than said initial members shall be eligible for membership except an individual who has been approved for membership by the City Council of the City of Bellflower. Membership shall continue until terminated as provided in Section 2.02 of this Article.

Section 2.02. Termination of Membership. Subject to the provisions of Section 2.04 of this Article, membership of any member shall terminate upon the resignation or death of such member. The membership of any member may also be terminated when such termination is made in good faith after the following procedure has been implemented:
a) A notice shall be sent by mail by prepaid, first-class, or registered mail to the most recent address of the member as shown on the Corporation's records, setting forth the termination and the reasons therefor. Such notice shall be sent at least fifteen (15) days before the proposed effective date of the termination.
b) The member being terminated shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not fewer than five (5) days before the effective date of the proposed termination. The hearing will be held before a quorum of a committee consisting of all of the members exclusive of such member (the “Termination Committee”). The notice to the member of his proposed termination shall state the date, time and place of the hearing on his proposed termination.

Bellflower Public Facilities Corporation
Bylaws

Page 3 of 12 ends

C) Following the hearing, the Termination Committee shall decide by a majority vote whether or not the member should in fact be terminated, and the decision of the Termination Committee shall be final.

Section 2.03. Certificates of Membership. The Board of Directors may authorize the issuance of certificates evidencing membership in the Corporation. Such certificates shall state that the Corporation is not one for profit, shall be signed by the President or Vice President and the Secretary of the Corporation and shall otherwise be in such form as may be determined by the Board. If such issuance is authorized, a certificate shall be issued to each qualified member upon his election to membership; and, upon termination of such membership, such certificates shall be canceled and the cancellation thereof shall be entered upon the records of the Corporation; subject, however, to the provisions of Section 2.04 of this Article.

Section 2.04. Transfer of Memberships. No member may transfer his membership or any right arising therefrom, and any purported transfer thereof shall be void and of no force or effect, except that any or all memberships, and any or all rights arising therefrom, including voting rights, may be transferred to a trustee in connection with the issuance of bonds, notes, debentures or other evidences of indebtedness of the Corporation for the purpose of providing additional security and protection for the holder or holders of such indebtedness, and in such event such trustee shall have and may exercise all rights pertaining to such memberships or all rights so transferred, as the case may be. So long as any memberships, or any rights arising therefrom are held by any such trustee, such memberships and rights shall continue and shall not be terminated or canceled, notwithstanding the death or resignation of any transferring member or members, unless and until termination or cancellation thereof is approved in writing by such trustee.
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Bellflower Public Facilities Corporation
Bylaws

Page 3 of 12 ends

c) Following the hearing, the Termination Committee shall decide by a majority vote whether or not the member should in fact be terminated, and the decision of the Termination Committee shall be final.

Section 2.03. Certificates of Membership. The Board of Directors may authorize the issuance of certificates evidencing membership in the Corporation. Such certificates shall state that the Corporation is not one for profit, shall be signed by the President or Vice President and the Secretary of the Corporation and shall othenNise be in such form as may be determined by the Board. If such issuance is authorized, a certificate shall be issued to each qualified member upon his election to membership; and, upon termination of such membership, such certificates shall be canceled and the cancellation thereof shall be entered upon the records of the Corporation; subject, however, to the provisions of Section 2.04 of this Article.

Bellflower Public Facilities Corporation
Bylaws

Page 4 of 12 ends

Section 2.05. Property and Voting Rights. No member shall have any right or interest in any property of the Corporation. Each member shall be entitled to one vote and may vote or act only in person.

Section 2.06.
dues or assessments.

Section 3.01.

Dues and Assessments. No member shall be liable for any ARTICLE III.

Meetings of Members
Place of Meetings. All meetings of the members shall
be held at such place as may be designated by the Board of Directors.

Section 3.02. Annual Meetings. An annual meeting of members for the transaction of such business as may properly come before the meeting shall be held at 9:00 a.m. on the 4th Tuesday of September commencing September 1991.

Section 3.03. Special Meetings. Special meetings of members for any purpose may be called at any time by the President or by a majority of the members.

Section 3.04. Adjourned Meetings. The Board of Directors may adjourn any regular, adjourned regular, special or adjourned special meeting to a time and place specified in the order of adjournment. Less than a quorum may so adjourn from time to time. If all members are absent from any regular, adjourned regular, special, or adjourned special meeting, the Secretary may declare the meeting adjourned to a stated time and place. When a regular or adjourned regular meeting is adjourned as provided in this section, the resulting adjourned regular meeting is a regular meeting for all purposes. -8-
Bellflower Public Facilities Corporation
Bylaws

Page 4 of 12 ends

Section 2.05. Property and Voting Rights. No member shall have any right or interest in any property of the Corporation. Each member shall be entitled to one vote and may vote or act only in person.

Section 2.06. Dues and Assessments. No member shall be liable for any dues or assessments.

ARTICLE III.

Meetings of Members
Section 3.01. Place of Meetings. All meetings of the members shall be held at such place as may be designated by the Board of Directors.

Section 3.02. Annual Meetings. An annual meeting of members for the transaction of such business as may properly come before the meeting shall be held at 9:00 am. on the 4th Tuesday of September commencing September 1991.

Section 3.03. Special Meetings. Special meetings of members for any purpose may be called at any time by the President or by a majority of the members.

Bellflower Public Facilities Corporation
Bylaws

Page 5 of 12 ends

Section 3.05. Notice of Meetings. Notice of any regular meeting of members shall specify the date, place, and hour of meeting and shall be given to each member by the Secretary at least seventy -two (72) hours, but not more than ninety (90) days, prior to the time of such meeting, as specified in the notice, either personally or by mail or facsimile, addressed to such member at his address appearing on the records of the Corporation. Notice shall also be given to the City Council of the City of Bellflower.

Notice of any special meeting shall be delivered to the members and media by mail, facsimile, or personally at least twenty -four (24) hours prior to the special meeting. The special meeting notice must specify the time and place of the meeting and set forth the business to be transacted. No other business shall be considered at such special meetings. Notice shall also be given to the City Council of the City of Bellflower.

Section 3.06. Quorum and Manner of Action. Five (5) members (or a majority of the members if there be more or less than five) shall constitute a quorum at all regular or special meetings, except as otherwise expressly provided by these Bylaws. In the absence of a quorum, any meeting of members may be adjourned from time to time by vote of a majority of the members present, but no other business may be transacted.

If all members are absent, the meeting may be adjourned from time to time by the Secretary.

The transaction of any meeting of members, whether regular or special, however called and noticed and wherever held, shall be as valid as though at a meeting duly held after regular call and notice if a quorum be present, provided, however, that before the meeting, each of the members not present signs a written waiver of notice and files such waiver of notice with the Secretary, and provided further, that notice be given to each owner of property who has filed written request therefor pursuant to Government Code Section 54954.1 and to each local newspaper of general circulation, radio or television station requesting notice in writing pursuant to Government Code Section 54956. All such waivers shall be made a part of the minutes of the meeting. -9-
Bellflower Public Facilities Corporation
Bylaws

Page 5 of 12 ends

Section 3.05. Notice of Meetings. Notice of any regular meeting of members shall specify the date, place, and hour of meeting and shall be given to each member by the Secretary at least seventy-two (72) hours, but not more than ninety (90) days, prior to the time of such meeting, as specified in the notice, either personally or by mail or facsimile, addressed to such member at his address appearing on the records of the Corporation. Notice shall also be given to the City Council of the City of Bellflower.

Notice of any special meeting shall be delivered to the members and media by mail, facsimile, or personally at least twenty-four (24) hours prior to the special meeting. The special meeting notice must specify the time and place of the meeting and set forth the business to be transacted. No other business shall be considered at such special meetings. Notice shall also be given to the City Council of the City of Bellflower.

If all members are absent, the meeting may be adjourned from time to time by the Secretary.

Bellflower Public Facilities

C
o
r
p
o
r
a
t
i
o
n
Bylaws

Page 6 of 12 ends

Section 3.07. Ralph M. Brown Act. Notwithstanding any of the provisions of these Bylaws to the

c
o
n
t
r
a
r
y
,

all meetings of members shall be subject to the
Ralph M. Brown Act, commencing at Section 54950 of the Government Code of the

S
t
a
t
e
of California.

Section 4.01.

ARTICLE IV.

Directors
Powers. Subject to limitation of the Articles of
Incorporation, or the Byl
a
w
s
,

and of the California Nonprofit Corporation Law as to action to be authorized or approved by the members, and subject

t
o
the duties of Directors as
prescribed by the Bylaw
s
,

all powers of the Corporation shall be exercised by or under

t
h
e
authority of, and the business and affairs of the Corporation shall be controlled by, the Board of Directors. No Director shall be responsible for any

e
r
r
o
r
in judgement or for
anything that he or she may do or refrain from

d
o
i
n
g
in good

f
a
i
t
h
.

Without prejudice to
such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors have the following powers, to wit:

First — To

s
e
l
e
c
t
and remove all the other officers, agents and
employees of the Corporation, prescribe such powers and duties for them as may not be inconsistent with

l
a
w

o
r
the

A
r
t
i
c
l
e
s
of Incorporation or

B
y
l
a
w
s
,

fix their
compensation and require from them security for

f
a
i
t
h
f
u
l
service:

Second — To

c
o
n
d
u
c
t
,

manage and

c
o
n
t
r
o
l
the affairs and business
of the Corporation and

t
o
make such rules and regulations therefor not inconsistent with law or the Articles of Incorporation or Bylaws, as they may

d
e
e
m

b
e
s
t
;

and
-10-
Bellflower Public Facilities Corporation
Bylaws

Page 6 of 12 ends

Section 3.07. Ralph M. Brown Act. Notwithstanding any of the provisions of these Bylaws to the contrary, all meetings of members shall be subject to the Ralph M. Brown Act, commencing at Section 54950 of the Government Code of the State of California.

ARTICLE IV.

Directors
Section 4.01. Powers. Subject to limitation of the Articles of Incorporation, or the Bylaws, and of the California Nonprofit Corporation Law as to action to be authorized or approved by the members, and subject to the duties of Directors as prescribed by the Bylaws, all powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by, the Board of Directors. No Director shall be responsible for any error in judgement or for anything that he or she may do or refrain from doing in good faith. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors have the following powers, to wit:

First — To select and remove all the other officers, agents and employees of the Corporation, prescribe such powers and duties for them as may not be inconsistent with law or the Articles of Incorporation or Bylaws, fix their compensation and require from them security for faithful sen/ice:

Second — To conduct, manage and control the affairs and business of the Corporation and to make such rules and regulations therefor not inconsistent with law or the Articles of incorporation or Bylaws, as they may deem best; and

Bellflower Public Facilities Corporation
Bylaws

Page 7 of 12 ends

Third — To borrow money and incur indebtedness for the
purposes of the Corporation, and

t
o
cause to be executed and delivered therefor,
in the name of

C
o
r
p
o
r
a
t
i
o
n
,

p
r
o
m
i
s
s
o
r
y
notes, bonds, debentures, deeds of trust,
mortgages, pledges, hypothecations or other evidences of debt and securities therefor.

Section 4.02. Number and Qualification of Directors. The authorized number of Directors shall be five (5) until changed by amendment of the Articles of Incorporation or by amendment of the Bylaws duly adopted by the members amending this Section 4.02. Each Director shall be a member of the Corporation.

Section 4.03. Selection and Term of Office. Any person who is a member of the Corporation shall

a
l
s
o
be a Director and

s
h
a
l
l
hold office as a Director for so long as
he or she remains a member of the Corporation.

Section 4.04. Vacancies. Any

v
a
c
a
n
c
y
in the Board of Directors

c
a
u
s
e
d
by
the death or resignation of any

D
i
r
e
c
t
o
r
,

or in any other

m
a
n
n
e
r
,

shall be deemed filled by
the person admitted to membership pursuant to Section 2.01 hereof to fill such vacancy in the membership.

Section 4.05. Organization Meeting. The first Board of Directors may, at any time, and each succeeding Board shall, either concurrently with

o
r
immediately
following the annual
meeting of members, hold a regular meeting for the purpose of organization, at which the

D
i
r
e
c
t
o
r
s
shall organize by electing

f
r
o
m
their number, a
President, a Vice President, a Secretary and a Treasurer. The Board of Directors shall also elect such subordinate officers as they may deem necessary, none of whom need be a member of the Boa
r
d
or a member of the Corporation. Notice of

s
u
c
h
meetings is hereby
dispensed with.

Section 4.06. Regular Meetings. The Board of Directors by resolution may provide for the holding of regular meetings and may

f
i
x
the

t
i
m
e
and place of holding such
meetings.
-11-
Bellflower Public Facilities Corporation
Bylaws

Page 7 of 12 ends

Third — To borrow money and incur indebtedness for the
purposes of the Corporation, and to cause to be executed and delivered therefor, in the name of Corporation, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor.

Section 4.03. Selection and Term of Office. Any person who is a member of the Corporation shall also be a Director and shall hold office as a Director for so long as he or she remains a member of the Corporation.

Section 4.04. Vacancies. Any vacancy in the Board of Directors caused by the death or resignation of any Director, or in any other manner, shall be deemed filled by the person admitted to membership pursuant to Section 2.01 hereof to fill such vacancy in the membership.

Section 4.05. Organization Meeting. The first Board of Directors may, at any time, and each succeeding Board shall, either concurrently with or immediately following the annual meeting of members, hold a regular meeting for the purpose of organization, at which the Directors shall organize by electing from their number, a President, a Vice President, a Secretary and a Treasurer. The Board of Directors shall also elect such subordinate officers as they may deem necessary, none of whom need be a member of the Board or a member of the Corporation. Notice of such meetings is hereby dispensed with.

Section 4.06. Regular Meetings. The Board of Directors by resolution may provide for the holding of regular meetings and may fix the time and place of holding such meetings.

Bellflower Public Facilities Corporation
Bylaws

Page 8 of 12 ends

Section 4.07. Special Meetings, Notice Waiver. A special meeting of the Board of Directors shall be held whenever called by the President, or by a majority of the Directors. Written notice of each such meeting shall be delivered personally or by mail or facsimile to each Director at least twenty -four (24) hours before the time of such meeting as specified in the notice. Notice shall also be given to the City Council of the City of Bellflower. The call and notice shall signify the time and place of the special meeting and the business to be transacted. No other business shall be considered at such meetings by the Board of Directors. Notice of adjournment of a meeting need not be given to absent Directors if the time and place are fixed at the meeting adjourned. The transactions of any meeting of the Board of Directors, however called and noticed and wherever held, shall be as valid as though had at a meeting held after regular call and notice, if a quorum be present; provided, however, that before the meeting, each of the Directors not present signs a written waiver of notice and files said written waiver of notice with the Secretary; and provided further, that notice be given to each owner of property who had filed written request therefor pursuant to Government Code Section 54954.1 and to each local newspaper of general circulation, radio or television station requesting notice in writing pursuant to Government Code Section 54956. All waivers, shall be filed with the corporate records and made a part of the minutes of the meeting.

A copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the regular, adjourned regular, special, or adjourned special meeting was held within twenty -four (24) hours after the time of the adjournment. When a regular or adjourned regular meeting is adjourned as provided in this section, the resulting adjourned regular meeting is a regular meeting for all purposes. -12-
Bellflower Public Facilities Corporation
Bylaws

Page 8 of 12 ends

Section 4.07. Special Meetings, Notice Waiver. A special meeting of the Board of Directors shall be held whenever called by the President, or by a majority of the Directors. Written notice of each such meeting shall be delivered personally or by mail or facsimile to each Director at least twenty-four (24) hours before the time of such meeting as specified in the notice. Notice shall also be given to the City Council of the City of Bellflower. The call and notice shall signify the time and place of the special meeting and the business to be transacted. No other business shall be considered at such meetings by the Board of Directors. Notice of adjournment of a meeting need not be given to absent Directors if the time and place are fixed at the meeting adjourned. The transactions of any meeting of the Board of Directors, however called and noticed and wherever held, shall be as valid as though had at a meeting held after regular call and notice, if a quorum be present; provided, however, that before the meeting, each of the Directors not present signs a written waiver of notice and files said written waiver of notice with the Secretary; and provided further, that notice be given to each owner of property who had filed written request therefor pursuant to Government Code Section 54954.1 and to each local newspaper of general circulation, radio or television station requesting notice in writing pursuant to Government Code Section 54956. All waivers, shall be filed with the corporate records and made a part of the minutes of the meeting.

A copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the regular, adjourned regular, special, or adjourned special meeting was held within twenty-four (24) hours after the time of the adjournment. When a regular or adjourned regular meeting is adjourned as provided in this section, the resulting adjourned regular meeting is a regular meeting for all purposes.

Bellflower Public Facilities Corporation
Bylaws

Page 9 of 12 ends

Section 4.09. Quorum. A majority of the authorized number of Directors but in no case less than three (3) Directors) shall be necessary to constitute a quorum for the transaction of business, except as provided in Section 4.13. Every

a
c
t
or

d
e
c
i
s
i
o
n
done
or made by a majority of the

D
i
r
e
c
t
o
r
s
present at

a
meeting

d
u
l
y
held at which a quorum
is present, shall be regarded as the act of the Board of Directors unless a greater number be required by law or by the Articles of Incorporation.

Section 4.10. Fees and Compensation. Directors shall

r
e
c
e
i
v
e
no
compensation or expenses for their services as Directors.

Section 4.11. Ralph M. Brown Act. Notwithstanding any of the provisions of these Bylaws to the contrary, all meetings of Directors shall be subject to the Ralph M. Brown Act, commencing at Section 54950 of the Government Code of the

S
t
a
t
e
of California.

Section 4.12. Conduct of Meetings. The President or, in his absence, Vice President, or, in the absence of the President or the Vice President, a Chairman chosen by a majority

o
f
the Directors

p
r
e
s
e
n
t
,

shall preside.

Section 4.13. Resignations. Any Director of the Corporation may resign at any time by giving written notice to the President or to the Board of Directors. Such resignation shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

ARTICLE V.

Officers
Section 5.01. Officers. The

o
f
f
i
c
e
r
s
of the Corporation shall be a
President, a Vice President, a Secretary and a Treasurer. The

C
o
r
p
o
r
a
t
i
o
n
may also have,
at the
d
i
s
c
r
e
t
i
o
n
of the Board of Directors, one

o
r
more additional Vice Presidents, one or
more Assistant

S
e
c
r
e
t
a
r
i
e
s
,

one

o
r
more Assistant Treasurers, and such other officers as
may be appointed by the Board of Directors. One

p
e
r
s
o
n
may hold two or more offices,
except that the offices of President and Secretary

o
r
President and Treasurer may not be
combined.
-13-
Bellflower Public Facilities Corporation
Bylaws

Page 9 of 12 ends

Section 4.09. Quorum. A majority of the authorized number of Directors (but in no case less than three (3) Directors) shall be necessary to constitute a quorum for the transaction of business, except as provided in Section 4.13. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present, shall be regarded as the act of the Board of Directors unless a greater number be required by law or by the Articles of Incorporation.

Section 4.10. Fees and Compensation. Directors shall receive no compensation or expenses for their services as Directors.

Section 4.12. Conduct of Meetings. The President or, in his absence, Vice President, or, in the absence of the President or the Vice President, a Chairman chosen by a majority of the Directors present, shall preside.

Section 4.13. Resignations. Any Director of the Corporation may resign at any time by giving written notice to the President or to the Board of Directors. Such resignation shall take effect at the time specified therein and, unless othenrvise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

ARTICLE V.

Officers
Section 5.01. Officers. The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. The Corporation may also have, at the discretion of the Board of Directors, one or more additional Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed by the Board of Directors. One person may hold two or more offices, except that the offices of President and Secretary or President and Treasurer may not be combined.

Bellflower Public Facilities

C
o
r
p
o
r
a
t
i
o
n
Bylaws

Page 10 of 12 ends

Section 5.02. Election. The officers shall be chosen

a
n
n
u
a
l
l
y
by the

B
o
a
r
d
of Directors and each shall hold his office until he shall resign, be removed, or otherwise disqualified to serve, or his successor shall be elected and qualified.

Section 5.03. Removal and Resignation. Any officer may resign, or may be removed with or without cause by the Board of Directors at any time. Vacancies caused by death, resignation or removal of any

o
f
f
i
c
e
r
may be filled by appointment by the
Board of Directors, or by the

P
r
e
s
i
d
e
n
t
until such appointment by the Board of Directors.

Section 5.04. President. The President shall

b
e
the

e
x
e
c
u
t
i
v
e

o
f
f
i
c
e
r
of the
Corporation and, subject to the control of the Board of Directors, shall

h
a
v
e
general
supervision, direction and control of the

a
f
f
a
i
r
s
of the Corporation. He shall preside at all
meetings of members and meetings of the

B
o
a
r
d
of Directors.

Section 5.05. Vice President. In the absence or disability

o
f
the President,
the Vice Presidents in order of their rank as fixed by the

B
o
a
r
d
of Directors or, if not
ranked, the Vice President

d
e
s
i
g
n
a
t
e
d
by the Board of Directors, shall perform all the
duties of the

P
r
e
s
i
d
e
n
t
,

and when so acting

s
h
a
l
l

h
a
v
e
all the powers of, and be subject to
all the
r
e
s
t
r
i
c
t
i
o
n
s
upon, the President. The Vice Presidents shall have

s
u
c
h
other powers
and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or by the Bylaws.

Section 5.06. Secretary. The

S
e
c
r
e
t
a
r
y
shall keep at the principal office of
the Corporation a book of minutes of all meetings of Directors and members, with the time and p
l
a
c
e
of holding, how called or authorized, the

n
o
t
i
c
e
thereof given, the names of
those present at Directors' meetings, the number of members present

o
r
represented at
members' meetings, and

t
h
e
proceedings thereof.

Section 5.07. Treasurer. The Treasurer shall be the chief

f
i
n
a
n
c
i
a
l
officer
and sh
a
l
l

k
e
e
p

a
n
d
maintain adequate and correct books of account showing the receipts and disbursements of the Corporation, and an account of its cash and other assets, if any.

Such books of account shall at all reasonable times be open to inspection by any member or Director.
-14-
Bellflower Public Facilities Corporation
Bylaws

Page 10 of 12 ends

Section 5.02. Election. The officers shall be chosen annually by the Board of Directors and each shall hold his office until he shall resign, be removed, or othenrvise disqualified to serve, or his successor shall be elected and qualified.

Section 5.03. Removal and Resignation. Any officer may resign, or may be removed with or without cause by the Board of Directors at any time. Vacancies caused by death, resignation or removal of any officer may be filled by appointment by the Board of Directors, or by the President until such appointment by the Board of Directors.

Section 5.04. President. The President shall be the executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general supervision, direction and control of the affairs of the Corporation. He shall preside at all meetings of members and meetings of the Board of Directors.

Section 5.05. Vice President. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or by the Bylaws.

Section 5.06. Secretam. The Secretary shall keep at the principal office of the Corporation a book of minutes of all meetings of Directors and members, with the time and place of holding, how called or authorized, the notice thereof given, the names of those present at Directors’ meetings, the number of members present or represented at members’ meetings, and the proceedings thereof.

Section 5.07. Treasurer. The Treasurer shall be the chief financial officer and shall keep and maintain adequate and correct books of account showing the receipts and disbursements of the Corporation, and an account of its cash and other assets, if any.

Such books of account shall at all reasonable times be open to inspection by any member or Director.

Bellflower Public

F
a
c
i
l
i
t
i
e
s
Corporation
Bylaws

Page 11 of 12 ends

t
o
the President
or the Board of Directors, upon request, statements of the financial condition of the Corporation.

Section 5.08. Subordinate

O
f
f
i
c
e
r
s
.

Subordinate officers shall perform
such duties as shall be prescribed from time to time by the

B
o
a
r
d
of Directors or the
President.

ARTICLE VI.

Miscellaneous
Section 6.01. Execution of Documents. The Board of Directors may authorize any officer or

o
f
f
i
c
e
r
s
,

a
g
e
n
t

o
r
agents, to enter into any contract or execute any
instrument in the name of and on behalf

o
f
the Corporation and such authority may be
general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent

o
f

o
t
h
e
r
person shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to

r
e
n
d
e
r
it liable for
any purpose or to any amount.

Section 6.02. Inspection of

B
y
l
a
w
s
.

The Corporation shall keep in its
principal office the original or a copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the

m
e
m
b
e
r
s
at all
reasonable times during

o
f
f
i
c
e
hours.

Section 6.03. Annual Report. The annual report referred to in Section 6321 of the Nonprofit

C
o
r
p
o
r
a
t
i
o
n
Law of the State of California is expressly dispensed
with.

Section 6.04. Fiscal Year. The

f
i
s
c
a
l

y
e
a
r
of the Corporation shall begin
July 1 and end June 30

o
f
each year, except the first

f
i
s
c
a
l
year which shall run from the
date of incorporation to June 30, 1981. -15-
Bellflower Public Facilities Corporation
Bylaws

Page 11 of 12 ends

The Treasurer shall deposit all moneys of the Corporation with such depositories as are designated by the Board of Directors, and shall disburse the funds of the Corporation as may be ordered by the Board Directors, and shall render to the President or the Board of Directors, upon request, statements of the financial condition of the Corporation.

Section 5.08. Subordinate Officers. Subordinate officers shall perform such duties as shall be prescribed from time to time by the Board of Directors or the President.

ARTICLE VI.

Miscellaneous
Section 6.01. Execution of Documents. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent of other person 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 for any purpose or to any amount.

Section 6.02. Inspection of Bylaws. The Corporation shall keep in its principal office the original or a copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the members at all reasonable times during office hours.

Section 6.03. Annual Report. The annual report referred to in Section 6321 of the Nonprofit Corporation Law of the State of California is expressly dispensed with.

Section 6.04. 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, 1981.

Bellflower Public Facilities Corporation
Bylaws

Page 12 of 12 ends

Section 6.05. Dissolution. The Corporation shall not be voluntarily dissolved except by the affirmative vote of two- thirds (2/3) of all members. 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 liabilities, all of the remaining funds, assets and properties of the Corporation shall be paid or distributed to the City of Bellflower.

Section 6.06. Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the Nonprofit Corporation Law of the State of California shall govern the construction of these Bylaws. Without limiting the generality of the foregoing the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term "person" includes a corporation as well as a natural person.

ARTICLE VII.

Amendments
Section 7.01. Power of Members. New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote of members entitled to exercise a majority of the voting power of the Corporation or by the written assent of such members, or by the vote of a majority of a quorum at a meeting of members duly called for the purpose, except as otherwise provided by law or by the Articles of Incorporation.

No
amendment to these Bylaws shall be effective until approved by the City Council of the City of Bellflower.

Section 7.02. Powers of Directors. Subject to the right of the members as provided in this Article to adopt, amend or repeal Bylaws, any Bylaw other than a Bylaw or amendment thereof changing the authorized number of Directors may be adopted, amended or repealed by the Board of Directors.

THE END
Document 29511-16-
Bellflower Public Facilities Corporation
Bylaws

Page 12 of 12 ends

Section 6.05. Dissolution. The Corporation shall not be voluntarily dissolved except by the affirmative vote of two-thirds (2/3) of all members. 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 liabilities, all of the remaining funds, assets and properties of the Corporation shall be paid or distributed to the City of Bellflower.

Section 6.06. Construction and Definitions. Unless the context othenNise requires, the general provisions, rules of construction and definitions contained in the Nonprofit Corporation Law of the State of California shall govern the construction of these Bylaws. Without limiting the generality of the foregoing the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term “person" includes a corporation as well as a natural person.

ARTICLE VII.

Amendments
Section 7.01. Power of Members. New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote of members entitled to exercise a majority of the voting power of the Corporation or by the written assent of such members, or by the vote of a majority of a quorum at a meeting of members duly called for the purpose, except as othen/vise provided by law or by the Articles of Incorporation. No amendment to these Bylaws shall be effective until approved by the City Council of the City of Bellflower.

THE END
Document 29511

BELLFLOWER PUBLIC FACILITIES

C
O
R
P
O
R
A
T
I
O
N
RESOLUTION NO. 99 -7

A RESOLUTION OF THE BELLFLOWER PUBLIC

FACILITIES CORPORATION AMENDING ARTICLES I, III,

AND IV OF THE CORPORATION'S BYLAWS PERTAINING

TO MEETINGS AND MEETING NOTICES
WHEREAS, the Bellflower Public Facilities Corporation desires to amend the meeting and meeting notice provisions

o
f
its Bylaws to attain more flexibility while
continuing to observe the provisions of the Ralph M. Brown Act.

BE IT RESOLVED BY THE BELLFLOWER PUBLIC

F
A
C
I
L
I
T
I
E
S

CORPORATION
AS FOLLOWS:

SECTION 1. Article III, Section 1.03, is hereby amended to read as follows:

Section 1.03. Principal Office. The principal

o
f
f
i
c
e
of the Corporation is
hereby fixed and located at 16600 Civic Center Drive, Bellflower, California 90706. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another in the County Gf Les Angeles City of Bellflower. Any such change shall be noted by the Secretary opposite this section, but shall not be considered an amendment to these Bylaws."
SECTION 2. Article III, Section 3.04, is added to read as follows (previous

S
e
c
t
i
o
n

3.04 and
subsequent

s
e
c
t
i
o
n
s
renumbered

a
c
c
o
r
d
i
n
g
l
y
)
:

Section 3.04. Adjourned Meetings. The Board of

D
i
r
e
c
t
o
r
s
may adjourn anv
regular, adiourned regular, special or adjourned

s
p
e
c
i
a
l

m
e
e
t
i
n
g

t
o
a time and place
specified in the order of adjournment. Less than a quorum

m
a
y
so adjourn from time to
time. If all members are absent from anv

r
e
g
u
l
a
r
,

adjourned regular special or adjourned
special meeting, the Secretary may declare the meeting adiourned to a stated time and place. When a regular or adjourned

r
e
g
u
l
a
r
meeting is adjourned as provided in this
section, the resultina adiourned reaular meetina is a reaular meetina for all nurnoses_" SECTION 3. Article III, Section 3.05, is amended to

r
e
a
d
as follows:

Section 3:84 3.05. Notice of Meetings. Notice of eaGh any regular meeting of members , shall specify the

d
a
t
e
,

place, and hour of
meeting
a
n
d

s
h
a
l
l
be

g
i
v
e
n
to each member by the Secretary at least +° seventy -two 72) hours, but

n
o
t
more than

n
i
n
e
t
y

(
90) days, prior to the time of such

m
e
e
t
i
n
g
,

as
specified in the notice, either

p
e
r
s
o
n
a
l
l
y
or by

m
a
i
l
or telegram facsimile, addressed to such
member at

h
i
s
address

a
p
p
e
a
r
i
n
g
on the records of the orporation. Notice shall also be
given to the City Council of the City of Bellflower. Notice of

a
n
y

s
p
e
c
i
a
l
meeting shall be
delivered to the members and media by mail, facsimile. or personally at least twentv -four L4) nours prior to the

s
p
e
c
i
a
l
meeting. I_ne special

m
e
e
t
i
n
a

n
o
t
i
c
e
must specifv the time
and place of the meeting and set forth the business to be transacted. No other business shall be considered at such special

m
e
e
t
i
n
g
s
.

Notice shall also be given to the

C
i
t
y
Council of the

C
i
t
y
of

B
e
l
l
f
l
o
w
e
r
.
"

SECTION 4. Article III, Section 3.06, is amended to

r
e
a
d
as follows:

Section 3:04 3.06. Quorum and Manner of Action. Five (5) members (or a majority of the members if there be more or less than ive shall constitute a quorum at all regular or special meetings, except as otherwise

e
x
p
r
e
s
s
l
y

p
r
o
v
i
d
e
d
by these Bylaws.

In the absence of a quorum, any meeting of members may be adjourned from time to time by vote of

a
majority of the

m
e
m
b
e
r
s

p
r
e
s
e
n
t
,

but no other

b
u
s
i
n
e
s
s
may be transacted.

If all members are absent, the me_etinq may be adiourned from time to time by the Secretary...."

Page 1 of 3 ends

BELLFLOWER PUBLIC FACILITIES CORPORATION
RESOLUTION NO. 99-7

A RESOLUTION OF THE BELLFLOWER PUBLIC

FACILITIES CORPORATION AMENDING ARTICLES I, III,
AND IV OF THE CORPORATION’S BYLAWS PERTAINING

TO MEETINGS AND MEETING NOTICES
WHEREAS, the Bellflower Public Facilities Corporation desires to amend the meeting and meeting notice provisions of its Bylaws to attain more flexibility while continurng to observe the provisions of the Ralph M. Brown Act.

BE IT RESOLVED BY THE BELLFLOWER PUBLIC FACILITIES CORPORATION AS FOLLOWS:

SECTION 1. Article III, Section 1.03, is hereby amended to read as follows:
“Section 1.03. Princi al Office. The principal office of the Corporation is hereby fixed and locate at 16600 ivrc Center Drive, Bellflower, California 90706. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another in the Ceunty—ef—Les—Angeles City of Bellflower. Any such change shall be noted by the Secretary opposite this section, but shall not be considered an amendment to these Bylaws.”
SECTION 2. Article III, Section 3.04, is added to read as follows (previous Section

3.04 and subsequent sections renumbered accordingly):
“Section 3.04. Adjourned Meetings. The Board of Directors may atflgrn any regular, adiourned regu ar, specra or a journed special meet ng to a time anq place specif ed in the order of adiournment. Less than a guorurr mav so adiourn from time to time. 1 all members are absent from any regular, adiOJrned 'eqular. special, or adjournec s ecia meeting, the Secretary mav_Qeclare the meet nq gdjourned to a stated time am 9 ace. When a regular or adjourned regglar meeting is adiourned as rovidec n ms section¢he result n adiourned regular meeting is a regglar meeting for al ur oses.” SECTION 3. Article III, Section 3.05, is amended to read as follows:
“Section 3:04 3.05. .Notice of Meetin 5. Notice of eaeh an re ular meetingmemgumfspecify the date, place, and hour 0 meeting and shall be given to each member by the Secretary at least ten—(40} seveny-two (72) hours, but not more than ninet (90) days, prior to the time of such meeting, as specified in the notice, either personal y or by mail or telegram facsimile, addressed to such member at his address appearin on the records of the orporation. Notice shall also be given to the City Council of the iéy of Bellflower. Notice of any special meeting shall gs delivered to the members and me a by mail, facsimile, or personally at least twe 1tv-fo;ur (24) hoursgr or to the gee al meet nlg. The special meeting notice must specify the time and place of the meeting and set fort the business to be transacted. No other business shall be considered at such special meetings. Notice s@ also be given to the City Council of the Citv of Bellflower.”
SECTION 4. Article III, Section 3.06, is amended to read as follows:
“Section &05 3.06. Quorum and Manner of Action. Five (5) members (or a majority of the members if there Be more or less than five; shall constitute a quorum at all regular or special meetings, except as othenrvise expressly provided by these Bylaws.

In the absence of a quorum, any meeting of members may be adjourned from time to time by vote of a majority of the members present, but no other business may be transacted.

If all members are absent, the meeting matL be adiourned from time to time bv the Secretam. . .

Page 1 of 3 ends

Bellflower Public Facilities Corporation
Resolution No. 99 -7

Page 2 of 3 ends

SECTION 5. Article IV, Section 4.06, is amended to read as follows:

Section 4.06. Regular Meetings. The Board of Directors by resolution may provide for the holding of regular meetings and may fix the time and place of holding such meetings. Watine of regular meetings need not be given. „ SECTION 6. Article IV, Section 4.07, is amended to read as follows:

Section 4.07. Special Meetings, Notice Waiver. A special meeting of the Board of Directors shall be held whenever called by the President, or by a majority of the Directors. Written notice of each such meeting shall be delivered personally or by telegram mail or facsimile to each Director at least ferty- eight ^Q` twenty -four (24) hours before the time of such meeting vi shall be sent to each DireGtor by mail, ohaFges prepaid! at least
fe, it (il) hays before the time of s„e+h meetip@ as specified in the notice. Notice shall also be given to the City Council of the City of Bellflower. The call and notice shall signify the time and place of the special meeting and the business to be transacted. No other business shall be considered at such meetings by the Board of Directors. Notice of adjournment of a meeting need not be given to absent Directors if the time and place are fixed at the meeting adjourned. The transactions of any meeting of the Board of Directors, however called and noticed and wherever held, shall be as valid as though they were conducted at a meeting held after regular call and notice if a quorum be present; provided, however, that before the meeting, each of the Directors not present signs a written waiver of notice and files said written waiver of notice with the Secretary; and provided further, that notice be given to each owner of property who had filed written request therefor pursuant to Government Code Section 54954.1 and to each local newspaper of general circulation, radio or television station requesting notice in writing pursuant to Government Code Section 54956. All waivers, shall be filed with the corporate records and made a part of the minutes of the meeting."
SECTION 7. Article IV, Section 4.08, is amended to read as follows:

Section 4.08. Adjourned Meetings, Notice of Adjournment. The Board of Directors may adjourn any regular, adjourned regular, special or adjourned special meeting to a time and place specified in the order of adjournment. Less than a quorum may so adjourn from time to time. If all members are absent from any regular, adiourned regular, special, or adjourned special meeting, the Secretary may declare the meeting adiourned to a stated time and place and shall post a notice of the adjournment. A copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the regular, adjourned regular, special, or adjourned special meeting was held within twenty -four (24) hours after the time of the adjournment. When a regular or adjourned regular meeting is adjourned as provided in this section, the resulting adjourned regular meeting is a regular meeting for all purposes."
SECTION 8. Article IV, Section 4.09, is amended to read as follows:

Section 4.09. Quorum. A majority of the authorized number of Directors (but in no case less than t' " three 3 Directors) shall be necessary to constitute a quorum for the transaction of business, except as provided in Section 4. 13. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present, shall be regarded as the act of the Board of Directors unless a greater number be required by law or by the Articles of Incorporation." -18-
Bellflower Public Facilities Corporation
Resolution No. 99-7

Page 2 of 3 ends

SECTION 5. Article IV, Section 4.06, is amended to read as follows:
“Section 4. 06. Regular Meetings. The Board of Directors by resolution may provide for the holding of regular meetings and may fix the time and place of holding such meetings.

SECTION 6. Article IV, Section 4.07, is amended to read as follows:
“Section 4.07. Special Meetings, Notice Waiver. A special meeting of the Board of Directors shall be held whenever called by the President, or by a majority of the Directors. Written notice of each such meeting shall be delivered personally or by mail or facsimile to each Director at. least ferty-e;g_ht—(48) twenty-four (24) hours before the time of such meeting - _ ..
feuH4—)-elays—beferethe—trme—ef—sueh—meetrng as specified' In the notice. Notice shall also be given to the City Council of the City of Bellflower. The call and notice shall signify the time and place of the special meeting and the business to be transacted. No other business shall be considered at such meetings by the Board of Directors. Notice of adjournment of a meeting need not be given to absent Directors if the time and place are fixed at the meeting adjourned. The transactions of any meeting of the Board of Directors, however called and noticed and wherever held, shall be as valid as though had they were conducted at a meeting held after regular call and notice if a quorum be present; provided, however, that before the meeting, each of the Directors not present signs a written waiver of notice and files said written waiver of notice with the Secretary; and provided further, that notice be given to each owner of property who had filed written request therefor pursuant to Government Code Section 54954.1 and to each local newspaper of general circulation, radio or television station requesting notice in writing pursuant to Government Code Section 54956. All waivers, shall be filed with the corporate records and made a part of the minutes of the meeting.”
SECTION 7. Article IV, Section 4.08, is amended to read as follows:
“Section 4.08. Adjourned MeetingsI Notice of Adjournment. The Board of Directors may adjourn any regular, adjourned regular, special or adjourned special meeting to a time and place specified in the order of adjournment. Less than a quorum may so adjourn from time to time. If all members are absent from anv ggglar, afid'purneg'egular, special, or adiogmed special meeting. the Secretarv mav declare the meetingad ourned to a stated time and place and shall post a notice of the adjournment. A copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the regular, adjourned regular, special, or adjourned special meeting was held within twenty-four (24) hours after the time of the adjournment. When a regular or adjourned regular meeting is adjourned as provided in this section, the resulting adjourned regular meeting is a regular meeting for all purposes.”
SECTION 8. Article IV, Section 4.09, is amended to read as follows:
“Section 4.09. Quorum. A majority of the authorized number of Directors (but in no case less than two—(2) three (3) Directors) shall be necessary to constitute a quorum for the transaction of business, except as provided in Section 4.13. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present, shall be regarded as the act of the Board of Directors unless a greater number be required by law or by the Articles of Incorporation.”

Bellflower Public Facilities Corporation
Resolution No. 99 -7

Page 3 of 3 ends

SECTION 7. Pursuant to Article VII, Section 7.01, of the Bylaws, a copy

o
f
the
amended Bylaws (attached hereto and made a permanent part hereof) will

b
e
forwarded
to the Bellflower City Council for approval. The amended Bylaws will become effective upon approval

o
f
the Bellflower City Council.

SECTION 8. The President, or presiding officer, is hereby authorized to affix his signature to this

R
e
s
o
l
u
t
i
o
n

s
i
g
n
i
f
y
i
n
g
its adoption by the Bellflower Public Facilities
Corporation, and the

S
e
c
r
e
t
a
r
y
,

A
s
s
i
s
t
a
n
t
Secretary, shall attest thereto.

PASSED, APPROVED, AND ADOPTED BY THE BELLFLOWER PUBLIC

FACILITIES

C
O
R
P
O
R
A
T
I
O
N
THIS 28th DAY

O
F
SEPTEMBER 1999.

ATTEST:

Debra D. Bauchop, Secretary
Bellflower Public

F
a
c
i
l
i
t
i
e
s
Corporation
e
alter D. L nce, Kreslident
Bellflower Public Facilities Corporation
Document 29531
-19-
Bellflower Public Facilities Corporation
Resolution No. 99-7

Page 3 of 3 ends

SECTION 7. Pursuant to Article VII, Section 7.01, of the Bylaws, a copy of the amended Bylaws (attached hereto and made a permanent part hereof) will be forwarded to the Bellflower City Council for approval. The amended Bylaws will become effective upon approval of the Bellflower City Council.

SECTION 8. The President, or presiding officer, is hereby authorized to affix his signature to this Resolution signifying its adoption by the Bellflower Public Facilities Corporation, and the Secretary, or Assistant Secretary, shall attest thereto.

PASSED, APPROVED, AND ADOPTED BY THE BELLFLOWER PUBLIC
FACILITIES CORPORATION THIS 28th DAY OF SEPTEMBER 1999. alter D. L nce, resident
Bellflower Public Facilities Corporation
ATI'EST:
[flaw ,Zgééméazi
ebra D. Bauchop, Secretary
Bellflower Public Facilities Corporation
Document 29531

STATE OF CALIFORNIA )

COUNTY OF LOS ANGELES ) SS

CITY OF BELLFLOWER )
I, Debra D. Bauchop, Secretary of the Bellflower Public Facilities Corporation, do hereby certify under penalty of perjury that the foregoing Resolution No. 99 -7 was duly passed, approved, and adopted by the Bellflower Public Facilities Corporation at its Regular Meeting of September 28, 1999, by the following vote to wit:

AYES: Directors Morse, Prigmore, Rylaarsdam, and President Lance NOES: Directors None
ABSENT: Director Cook
Dated: October 1, 1999
Debra D. Bauchop, Secretary
Bellflower Public Facilities Corporation
-20-

STATE OF CALIFORNIA I

COUNTY OF LOS ANGELES I SS

CITY OF BELLFLOWER )
l, Debra D. Bauchop, Secretary of the Bellflower Public Facilities Corporation, do hereby certify under penalty of perjury that the foregoing Resolution No. 99-7 was duly passed, approved, and adopted by the Bellflower Public Facilities Corporation at its Regular Meeting of September 28, 1999, by the following vote to wit:

AYES: Directors - Morse, Prigmore, Rylaarsdam, and President Lance NOES: Directors - None
ABSENT: Director - Cook
Dated: October 1, 1999
(wig 254 4’, %%¢ /
Debra D. Bauchop, Secretary
Bellflower Public Facilities Corporation

CITY OF BELLFLOWER
RESOLUTION NO. 25-12

A RESOLUTION ESTABLISHING A CODE OF CONDUCT IN
ACCORDANCE WITH GOVERNMENT CODE § 36813, AND
SUPERSEDING RESOLUTION NO. 21-55
THE CITY COUNCIL RESOLVES AS FOLLOWS:

SECTION 1. Code of Conduct; Core Principles. The City Council finds and declares that its members, and all members of appointed boards and commissions collectively, "Public Officials"), will abide by the following Core Principles:

A. Public Officials should comply with both the letter and spirit of the laws and policies affecting the operations of government;
B. Public Officials are expected by the public to be independent, impartial, and fair in their judgment and actions;
C. Serving in public office is a privilege and should be exercised in trust for the public good, not for personal gain; and
D. Public deliberations and processes should be conducted openly, unless legally confidential, in an atmosphere of respect and civility.

SECTION 2. General Policies. Implementing the Core Principles is one of the guiding objectives in adopting this Resolution. Accordingly, in addition to all requirements of applicable law, the Public Officials must adhere to the following policies:

A. Conduct of Public Officials
The professional and personal conduct of Public Officials must be above reproach and avoid even the appearance of impropriety. Public Officials will refrain from abusive conduct, personal charges, or verbal attacks upon the character or motives of other Public Officials, City employees, or the public.

B. Respect for Process
Public Officials will perform their duties in accordance with the processes and rules of order established by the City Council governing the deliberation of public policy issues, meaningful involvement of the public, and implementation of policy decisions.

C. Conduct of Public Meetings
Public Officials will fully prepare themselves for public issues; listen courteously and attentively to all public discussions before the body; and focus on the business at hand. They will refrain from interrupting other speakers, making personal comments not germane to the business of the body, or otherwise interfering with the orderly conduct of meetings.

Page 1 of 7 ends

-21-

CITY OF BELLFLOWER
RESOLUTION NO. 25-12

A RESOLUTION ESTABLISHING A CODE OF CONDUCT IN
ACCORDANCE WITH GOVERNMENT CODE § 36813, AND
SUPERSEDING RESOLUTION NO. 21-55
THE CITY COUNCIL RESOLVES AS FOLLOWS:

SECTION 1. Code of Conduct; Core Principles. The City Council finds and declares that its members, and all members of appointed boards and commissions (collectively, “Public Officials”), will abide by the following Core Principles:

Public Officials should comply with both the letter and spirit of the laws and policies affecting the operations of government;
Public Officials are expected by the public to be independent, impartial, and fair in their judgment and actions:

Serving in public office is a privilege and should be exercised in trust for the public good, not for personal gain; and
Public deliberations and processes should be conducted openly, unless legally confidential, in an atmosphere of respect and civility.

Respect for Process
Public Officials will perform their duties in accordance with the processes and rules of order established by the City Council governing the deliberation of public policy issues, meaningful involvement of the public, and implementation of policy decisions.

Conduct of Public Meetings
Public Officials will fully prepare themselves for public issues; listen courteously and attentively to all public discussions before the body; and focus on the business at hand. They will refrain from interrupting other speakers, making personal comments not germane to the business of the body, or otherwise interfering with the orderly conduct of meetings.

Page 1 of 7 ends

City of Bellflower
Resolution No. 25-12

Page 2 ends

D. Communication
Members will publicly share substantive information that is relevant to a matter under consideration by the City Council or boards, commissions, and committees, which they may have received from sources outside the public decision -making process.

E. Confidential Information
Members must respect the confidentiality of information concerning City property, personnel, or proceedings of the City. They will neither disclose confidential information without proper legal authorization nor use such information to advance their personal interests.

F. Advocacy
When presenting their individual opinions and positions, Public Officials will expressly state they do not represent their body or the City of Bellflower, nor will they allow the inference that they do. All written correspondence expressing an individual opinion and position must be on personal stationery and not on City stationery.

G. Policy Role of Public Officials
Public Officials must respect and adhere to the council-manager structure of Bellflower city government with respect to the City Manager's relationship with the City Council. In this structure, the City Council determines the policies of the City with the advice, information and analysis provided by the public, boards, commissions, and committees and City staff. The City Manager implements that policy.

SECTION 3. Substance Abuse Policy.

A. While acting in their official capacities, Public Officials will refrain from imbibing alcohol to the point that it impairs their judgment, physical coordination, speech, or mental process.

B. At all times, Public Officials will refrain from the use of a controlled substance, narcotic, amphetamine, barbiturate, prescribed or over-the- counter medication in excess of the prescribed dosage, or other non - prescribed hallucinogenic substance.

C. Public Officials who have substance abuse problems are encouraged to make every effort to overcome such problems and to utilize the services of the Employee Assistance Program (EAP). Using the EAP is confidential. -22-
City of Bellflower
Resolution No. 25-12

Page 2 of 7 ends

Confidential lnforrnation
Members must respect the confidentiality of information concerning City property, personnel, or proceedings of the City. They will neither disclose confidential information without proper legal authorization nor use such information to advance their personal interests.

Advocacy
When presenting their individual opinions and positions, Public Officials will expressly state they do not represent their body or the City of Bellfiower, nor will they allow the inference that they do. All written correspondence expressing an individual opinion and position must be on personal stationery and not on City stationery.

Policy Role of Public Officials
Public Officials must respect and adhere to the council-manager structure of Bellfiower city government with respect to the City Manager’s relationship with the City Council. In this structure, the City Council determines the policies of the City with the advice, information and analysis provided by the public, boards, commissions, and committees and City staff. The City Manager implements that policy.

SECTION 3. Substance Abuse Policy.

A. While acting in their official capacities, Public Officials will refrain from imbibing alcohol to the point that it impairs their judgment, physical coordination, speech, or mental process.

At all times, Public Officials will refrain from the use of a controlled substance, narcotic, amphetamine, barbiturate, prescribed or over-the- counter medication in excess of the prescribed dosage, or other non- prescribed hallucinogenic substance.

Public Officials who have substance abuse problems are encouraged to make every effort to overcome such problems and to utilize the services of the Employee Assistance Program (EAP). Using the EAP is confidential.

City of Bellflower
Resolution No. 25-12

Page 3 of 7 ends

SECTION 4. Anti -Harassment Policy.

A. Harassment of an applicant or employee by a Public Official on the basis of race, religious creed, color, national origin, ancestry, disability, medical condition, marital status, sexual orientation, gender identity, veteran or military status, sex, or age will not be tolerated.

B. Harassment on the basis of race, religious creed, color, national origin, ancestry, disability, medical condition, marital status, sexual orientation, gender identity, veteran or military status, sex, or age includes, but is not limited to, the following examples:

1. Verbal Harassment - Epithets, derogatory comments, or slurs on the basis of race, religious creed, color, national origin, ancestry, disability, medical condition, marital status, sexual orientation, gender identity, veteran or military status, sex, or age.

2. Physical Harassment - Assault, impeding or blocking movement, or any physical interference with normal work or movement when directed at an individual on the basis of race, religious creed, color, national origin, ancestry, disability, medical condition, marital status, sexual orientation, gender identity, veteran or military status, sex, or age.

3. Visual Forms of Harassment - Derogatory posters, notices, bulletins, cartoons, or drawings on the basis of race, religious creed, color, national origin, ancestry, disability, medical condition, marital status, sexual orientation, gender identity, veteran or military status, sex, or age.

SECTION 5. Anti -Nepotism Policy. The City will not hire relatives of Public Officials. If a Public Official's relative presents a matter to the City, then that Public Official cannot participate in or attempt to influence decision -making regarding that matter. For purposes of this policy a "relative" is defined as a blood, by -adoption, or step parent, spouse or registered domestic partner, sibling, child or in-law, and their children and children -in-law.
-23-
City of Bellflower
Resolution No. 25-12

Page 3 of 7 ends

w. Anti-Harassment Policy.

B. Harassment on the basis of race, religious creed, color, national origin, ancestry, disabflity, medical condition, marital status, sexual orientation, gender identity, veteran or military status, sex, or age includes, but is not limited to, the following examples:

3. Visual Forms of Harassment - Derogatory posters, notices, bulletins. cartoons, or drawings on the basis of race, religious creed, color, national origin, ancestry, disability, medical condition, marital status, sexual orientation, gender identity, veteran or military status, sex, or age.

4. Sexual Favors - Unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature that is conditioned upon employment benefit, unreasonably interferes with an individual's work performance or creates an offensive work environment.
§ECTIQN 5. Anti-Nepotism Policy. The City will not hire relatives of Public Officials. If a Public Official’s relative presents a matter to the City, then that Public Official cannot participate in or attempt to influence decision-making regarding that matter. For purposes of this policy a “relative” is defined as a blood, by-adoption, or step parent, spouse or registered domestic partner, sibling, child or in-law, and their children and children-in-Iaw.

City of Bellflower
Resolution No. 25-12

Page 4 of 7 ends

SECTION 6. Expected Conduct.

A. Public Officials will request administrative services only through the City Manager or designee.

1. Public Officials cannot direct, order, or make demands on any City employee, other than inquiries that can be answered routinely and without research.

2. Public Officials cannot attempt to reorganize an employee's priorities or influence the manner by which City staff performs their assigned functions or duties.

3. Public Officials cannot retaliate or threaten to retaliate against employees as a result of disagreements over policy
recommendations.

4. Public Officials cannot threaten a City employee with disciplinary action.

B. Public Officials must act collectively in a properly noticed and constituted meeting; Public Officials do not have authority to make decisions or take actions on behalf of the body unless expressly authorized to do so.

1. Public Officials cannot make representations or promises to any third party regarding the future actions of the City or of the body of which they are a member, unless such representation or promise has been duly authorized by the appropriate body.

2. When making public utterances, Public Officials must make it clear whether they are authorized to speak on behalf of the body of which they are a member, or whether they are presenting their own views.

3. Public Officials cannot interfere with the manner by which the City Manager performs his or her duties.

C. Public Officials who are members of boards and commissions must limit their activities to matters within their subject matter jurisdiction.

1. Boards and commissions can address only those matters determined by the BMC or by the City Council to be within their subject matter jurisdiction; staff need not place on an agenda, provide resources for or implement requests, directions or actions outside that jurisdiction. Unless directed otherwise by the City Council, Commissions and Boards must refrain from consideration of policy issues that are under active consideration by the City Council.
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City of Bellflower
Resolution No. 25-12

Page 4 of 7 ends

SECTION 6.

1. 2.

3. 4.

1. 2.

3. C.

Expected Conduct.

Public Officials will request administrative services only through the City Manager or designee.

Public Officials cannot direct, order, or make demands on any City employee, other than inquiries that can be answered routinely and without research.

Public Officials cannot attempt to reorganize an employee’s priorities or influence the manner by which City staff performs their assigned functions or duties.

Public Officials cannot retaliate or threaten to retaliate against employees as a result of disagreements over policy
recommendations.

Public Officials cannot threaten a City employee with disciplinary action.

Public Officials must act collectively in a properly noticed and constituted meeting; Public Officials do not have authority to make decisions or take actions on behalf of the body unless expressly authorized to do so.

Public Officials cannot make representations or promises to any third party regarding the future actions of the City or of the body of which they are a member, unless such representation or promise has been duly authorized by the appropriate body.

When making public utterances, Public Officials must make it clear whether they are authorized to speak on behalf of the body of which they are a member, or whether they are presenting their own views.

Public Officials cannot interfere with the manner by which the City Manager performs his or her duties.

Public Officials who are members of boards and commissions must limit their activities to matters within their subject matter jurisdiction.

1. Boards and commissions can address only those matters determined by the BMC or by the City Council to be within their subject matter jurisdiction; staff need not place on an agenda, provide resources for or implement requests, directions or actions outside that jurisdiction. Unless directed othewvise by the City Council, Commissions and Boards must refrain from consideration of policy issues that are under active consideration by the City Council.

City of Bellflower
Resolution No. 25-12

Page 5 of 7 ends

2. The City Council as a whole will provide direction and guidance to its subsidiary bodies.

D. City resources must be used solely for proper governmental purposes, and only with proper authorization.

1. City letterhead may only be used by Public Officials for official City business.

2. City employees cannot be asked or directed to spend time on non - City business.

3. Public Officials cannot use or disclose information obtained through City service for improper purposes.

SECTION 7. Enforcement. To enforce the Core Principles, and the polices set forth in this Resolution to implement those Core Principles, the City Council adopts the following requirements for enforcement:

A. A complaint regarding a violation of the Code of Conduct may be filed with the Mayor, the City Manager, or the City Attorney (collectively, the Investigator").

B. Upon receiving a complaint, the person receiving the complaint may take one of the following actions depending on the circumstances of the alleged violations of law or policy:

1. Take no action;

2. Conduct a preliminary investigation of the allegations before recommending any action. Following such a preliminary investigation into the complaint, the Investigator may then either take no action or place the matter on a future City Council agenda with a recommendation for consideration; or

3. Place the matter on a future City Council agenda for consideration.

C. If a complaint is placed on the City Council agenda, the City Council may take the following action:

1. Take no action;

2. Initiate an investigation of the allegations before considering any discipline identified in this Resolution; or

3. Based upon substantive evidence, take one of the disciplinary actions identified in this Resolution.
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City of Bellflower
Resolution No. 25-12

Page 5 of 7 ends

2. The City Council as a whole will provide direction and guidance to its subsidiary bodies.

D. City resources must be used solely for proper governmental purposes, and only with proper authorization.

1. City letterhead may only be used by Public Officials for official City business.

2. City employees cannot be asked or directed to spend time on non- City business.

3. Public Officials cannot use or disclose information obtained through City service for improper purposes.

A. A complaint regarding a violation of the Code of Conduct may be filed with the Mayor, the City Manager, or the City Attorney (collectively, the "lnvestigator’).

B. Upon receiving a complaint, the person receiving the complaint may take one of the following actions depending on the circumstances of the alleged violations of law or policy:

1. Take no action;

2. Conduct a preliminary investigation of the allegations before recommending any action. Following such a preliminary investigation into the complaint. the Investigator may then either take no action or place the matter on a future City Council agenda with a recommendation for consideration; or

3. Place the matter on a future City Council agenda for consideration.

C. If a complaint is placed on the City Council agenda, the City Council may take the following action:

1. Take no action;

2. Initiate an investigation of the allegations before considering any discipline identified in this Resolution; or

3. Based upon substantive evidence, take one of the disciplinary actions identified in this Resolution.

City of Bellflower
Resolution No. 25-12

Page 6 of 7 ends

4. Nothing in this policy precludes individual City Council Members from making public statements regarding alleged conduct.

D. In addition to any other remedy provided by applicable law, the City Council may undertake one or more of the following actions after finding a violation of this Resolution occurred:

1. Admonition. This is the least severe form of action. An admonition may typically be directed to all members of the City Council, reminding them that a particular type of behavior is in violation of law or City policy. An admonition may be issued by the City Council before any findings of fact regarding allegations, and because it is a warning or reminder, would not necessarily require an investigation or separate hearings to determine whether the allegation is true.

2. Sanction. This is the next most severe form of action. Sanction may be directed to a particular member of the City Council based on a particular action (or set of actions) that is determined to be in violation of law or City policy. A sanction is distinguished from censure in that it is not a punishment. A sanction may be issued based upon City Council review and consideration of a written allegation of a policy violation. The member accused of a violation will have an opportunity to provide a written response to the allegation. A sanction may be issued by the City Council and because it is not punishment or discipline, would not necessarily require an investigation or separate hearings.

3. Censure. Censure is the most severe form of action. Censure is a formal statement of the City Council officially reprimanding one of its members. It is a punitive action, which serves as a penalty imposed for wrongdoing, but it carries no fine or suspension of the rights of the member as an elected official. Censure should be used for cases in which the City Council determines that the violation of law or policy is a serious offense. To protect the overriding right to freedom of speech, the City Council cannot impose censure on any of its members for the exercise of his or her First Amendment rights, no matter how distasteful the expression was to the City Council and the City. However, nothing can be construed to prohibit the City Council from collectively condemning and expressing their strong disapprobation of such remarks. A decision to censure requires the adoption of a Resolution making findings with regard to the specific charges, based on substantial evidence, and approved by a two- thirds vote of the City Council.
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City of Bellflower
Resolution NO. 25-12

Page 6 of 7 ends

4. Nothing in this policy precludes individual City Council Members from making public statements regarding alleged conduct.

In addition to any other remedy provided by applicable law, the City Council may undertake one or more of the following actions after finding a violation of this Resolution occurred:

Sanction. This is the next most severe form of action. Sanction may be directed to a particular member of the City Council based on a particular action (or set of actions) that is determined to be in violation of law or City policy. A sanction is distinguished from censure in that it is not a punishment. A sanction may be issued based upon City Council review and consideration of a written allegation of a policy violation. The member accused of a violation will have an opportunity to provide a written response to the allegation. A sanction may be issued by the City Council and because it is not punishment or discipline, would not necessarily require an investigation or separate hearings.

Censure. Censure is the most severe form of action. Censure is a formal statement of the City Council officially reprimanding one of its members. it is a punitive action, which serves as a penalty imposed for wrongdoing, but it carries no fine or suspension of the rights of the member as an elected official. Censure should be used for cases in which the City Council determines that the violation of law or policy is a serious offense. To protect the overriding right to freedom of speech, the City Council cannot impose . censure on any of its members for the exercise of his or her First Amendment rights, no matter how distasteful the expression was to the City Council and the City. However, nothing can be construed to prohibit the City Council from collectively condemning and expressing their strong disapprobation of such remarks. A decision to censure requires the adoption of a Resolution making findings with regard to the specific charges, based on substantial evidence, and approved by a two- thirds vote of the City Council.

City of Bellflower
Resolution No. 25-12

Page 7 of 7 ends

SECTION 8. Unless specifically referenced, this Resolution supersedes all previous resolutions purporting to establish a Code of Conduct for the City Council including, without limitation, Resolution No. 21-55 (adopted September 27, 2021).

Accordingly, those resolutions are rendered moot upon adoption of this Resolution and are accordingly repealed. Nothing in this Resolution is intended to, nor does it, supersede the City's most recently adopted Conflict of Interest Code.

SECTION 9. Electronic Signatures. This Resolution may be executed with electronic signatures in accordance with Government Code §16.5. Such electronic signatures will be treated in all respects as having the same effect as an original signature.

SECTION 10. The Mayor, or presiding officer, is hereby authorized to affix his signature to this Resolution signifying its adoption by the City Council of the City of Bellflower, and the City Clerk, or her duly appointed deputy, is directed to attest thereto.

SECTION 11. This Resolution will become effective immediately upon adoption.

PASSED, APPROVED, AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF BELLFLOWER THIS 10TH DAY OF MARCH 2025.

Ray Diiiton, Mayor
ATTEST:

APPRQVED'.S TQFORM:

Karl H. Berger,/City Attorney
LI
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City of Bellflower
Resolution No. 25-12

Page 7 of 7 ends

SECTION 8. Unless Specifically referenced, this Resolution supersedes all previous resolutions purporting to establish a Code of Conduct for the City Council including, without limitation, Resolution No. 21-55 (adopted September 27, 2021).

SECTION 1 1. This Resolution will become effective immediately upon adoption.

PASSED, APPROVED, AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF BELLFLOWER THIS 10TH DAY OF MARCH 2025.
l m
Rayb on, Mayor
Karl H. Beflbity Attorney

STATE OF CALIFORNIA )

COUNTY OF LOS ANGELES )SS

CITY OF BELLFLOWER
I, Mayra Ochiqui, City Clerk of the City of Bellflower, California, do hereby certify under penalty of perjury that the foregoing Resolution No. 25-12 was duly passed, approved, and adopted by the City Council of the City of Bellflower at its Regular Meeting of the City Council on March 10, 2025, by the following vote to wit:

AYES: Council Members — Morse, Sanchez, Santa Ines, Koops and Mayor Dunton
Dated: March 11, 2025
ay Oc qui, ^ity C
City 'f B• Ilflower, Califorja
SEAL)
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STATE OF CALIFORNIA )

COUNTY OF LOS ANGELES )SS

CITY OF BELLFLOWER )
l, Mayra Ochiqui, City Clerk of the City of Bellflower, California. do hereby certify under penalty of perjury that the foregoing Resolution No. 25-12 was duly passed, approved, and adopted by the City Council of the City of Bellflower at its Regular Meeting of the City Council on March 10, 2025, by the following vote to wit:

AYES: Council Members — Morse, Sanchez, Santa lnes, Koops and Mayor Dunton
Dated: March 11, 2025
City fB Ilflower,Califor a
(SEAL)

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The City of Be‘lilflotircr-
gain/flat. gusz'nesxes. git/ares.
16600 Civic Cé'nflil" Drive, Bandeau—ea CA 90706
T51562=8041424 Fax 5629253660 WW5611fiéfi-E6‘rg

PUBLIC NOTICE OF SPECIAL VACANCY

BELLFLOWER PUBLIC FACILITIES CORPORATION (BPFC)
NOTICE IS HEREBY GIVEN that a vacancy will exist on the Bellflower Public- Fa-ciiities Corporation (BPFC) effective November 1'5, 2024. The BPFC is. a nonprofit public benefit corporation organized under the Nonprofit Corporation Law of the State of California to provide financial assistance to the City of Beilfiower by acquiring, censtructin’g, and operatingi or providing for the operation of; City Hail improvements, including administrative buildings, parking facilities, and related facilities for the use. benefit. and enjoyment of the public.

Regular meetings of the BPFC Board of Directors are held annually at 9:00 am On the fourth Tuesday in September at Bellflower City Hall in the Council Chambers.

Directors serve without com pens-atloni are subject to the City's Code of Conducti and are required to attend ethics training and file Statements of Economic Interests disc-losing their financiali interests (more information: www.fppc.ca..gov) .

As a result of this vacancy, the BPFC Board of Directors is soliciting applications from citizens interested in filling this position, BPFC Board of Directors applications may be obtained by contacting the City Clerk’s Office at (562) 804-1424, extension 2271i, or via e-mail at [email protected]. Applications are also available on the City‘s website at: htt s:l/wwwtbellflcwer.o Ide ts/clerk! ublic- noticesas . Completed applications should be sent to City Clerk Mayra Ochiqui, City of Bellflower, 16600 Civic Center Drive,- Bellfloweri CA 90706..

To be considered for this position, piease submit an application. This position will remain open until filled.

Date: November 14, 2024
Attachments:

BPFC Bylaws.

BPFC Conflict of Interest Code (BPFC Resolution No. 18-01) City‘s Code of Conduct (Resolution No. 21-55)
BPFC Application

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BELLFLOWER PUBLIC FACILITIES CORPORATION (BPFC) RECEIVED BOARD OF DIRECTORS APPLICATION AUG 27 2025
CH? CLERK'S OFFlcu
Name: Cheryl M. Williams .

Address: 9721 PTIChard Sf. Bellfllfiweli. CA 90706
Occupation: Retired Real Property Appraiser - Principal Appraiser Employer: Los Angeles County Assessor‘s Office
Address:

Home Phone:( 562) 61%?021 _ Bus. Phone‘:( ) _
Email Address; [email protected]
Educational background; Master's Of Public Administration Licenses or special certificates; Real Property Appraiser Certificate from SBE Are you registered to vote in Los Angeles County? Yes X NO List any Bellflower, Los Angeles County, or other city committeen commission, or board on which you presently serve, or have served . and the years served:

I previously served on the Bellflower Water Commission for two years before it was. sold in approx. 2021‘ ,. and member of committee that wrote the City Charter that was just adopted.

Organizations to which you belong (professional, technical, community service):

Phi Kappa Phi Honor Society
(Continued on reverse)

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' BPFC Board of Directors Application Name: Cheryl M- Vifilliams

Page 2 ends

Please answer the following questions completely
(use additional paper, if necessary)
What are your reasons for wanting to serve on this Board of Directors? 'l have ived in Bellflower most of my life and want to participate in keeping the city the great community it_is. As a former government employee. I know how important it is to .9
provide a good workplace and surrounding areas for the city's employees and residents.

Why do you think you would make 'a good Director?
I have a long history with the city and have a vested interest in keeping it the thriving community it is. My background in the construction and valuation of real property gives .me ability to see potential in locations and construction quality for development of city properties.

Abilities, experiences, and interests which- you believe would contribute to- your participation on this Board of Directors:

Having su’ccessfully' served on other committees connected to city fun‘ctioningflhave‘ shown that I can work well in such a position. I also attend the City Council meetings, Chamber of Commerce events' and am a former member (at the Citizen‘s Task Force for the BUSD.

I understand that BPFC Board of Directors are subject to the City’s Code of Conduct and-are required to attend. ethics training and complete periodic Statements of Economic Interests.

Signature: Date: August 26. 2025
(Continued on next page)

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BPFC Board of Directors Application Name: Cheryl M- VWliamS

Page 3 ends

Return application to: City Clerk .

City of Bellfiower
166,00 Civic Center Drive
Bellflower, CA 90706
Please Contact the City Clerk at (562) 804- 1424, ext. 2220, or via email at clerk@bellflower org if you have any questions or to request a copy of any of the documents referenced below.

The BellfloWer Public Facilities COrporation (BPFC) is a nonprofit public benefit corporation organized under the Nonprofit Corporation Law of the State of California to provide financial assistance to the City of Bellflower by acquiring, constructing, and operating, or providing for the operation of, City Hall wimprovements including administrative buildings, parking facilities, and related facilities for the use, benefit and enjoyment of the public.

Qualifications
Appointment to the Bellflower Public. Facilities Corporation is subject to the approval. of- the Bellflower City Council.

RegUlar Meetings .

Annually on the fourth Tuesday of September at 9:00 a.m. in the Council Chambers at Bellflower City Hall, 16600 Civic Center Drive, Bellflower. Directors serve without compensation.

Code of Conduct] Ethics
As a member of a legislative body governed by the Brown Act, Directors are subject to the City’s Code of Conduct (available online on the City Clerk’s «webpage under Ethics Regulations), which requires members to conduct themselves in the public’s interest and strictly adhere to the highest standards of official conduct and integrity; to that end, , Directers are required to attend ethics training within one year of commencing service and every tvvo years thereafter and file Statements of Economic Interests.

Statement of Economic Interests (Form 7.00) _
' The Political Reform Act was enacted by the people of the State of California in 1974 to' prevent financial conflicts of interest on the part of public officials, through disclosure .of their personal assets and income, as well as disqualifying themselves from participating in decisiOns that may affect their personal economic interests, The BPFC has adopted a Conflict of Interest Code (BPFC Resolution No. 18-01). and Directors are required to disclose their personal financial interests on a form called a. “Statement of Economic Interests" ”(Form 700). The form must be filed upon assuming office, annually, and upon leaving office. Filed forms are public documents that must'be made available to anyone who requests them. Form 700 is available-vonline at hfipz-I/wwwfppc.ca.qov/forms.html.

Bellflower City CouncilOctober 13, 2025

Bellflower City Council
October 13, 2025