FPC - 2 - Amendment to the Newport Beach Public Facilities Corporation Bylaws — Newport Beach City Council, August 26, 2025

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CITY OF
s NEWPORT BEACH
`q</Fo'P PUBLIC FACILITIES CORPORATION STAFF REPORT
August 26, 2025
Agenda Item No. 2
TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE BOARD

OF DIRECTORS
FROM: Jason AI -Imam, Finance Director/Treasurer — 949-644-3126 [email protected]
PREPARED BY: Jason AI -Imam, Finance Director/Treasurer TITLE: Amendment to the Newport Beach Public Facilities Corporation Bylaws
ABSTRACT:

The bylaws of the Newport Beach Public Facilities Corporation (Corporation) have not been amended since 2015. It is recommended that the bylaws be amended to clarify the selection, term and vacancies for members of its board of directors; to change the date and time of the annual meeting; to define who shall serve as chairperson and vice chairperson of the Corporation; and to incorporate other minor updates.

RECOMMENDATIONS:
a) Determine this action is exempt from the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because this action will not result in a physical change to the environment, directly or indirectly; and
b) Approve amended bylaws for the Newport Beach Public Facilities Corporation.

DISCUSSION:

The Corporation was created on March 9, 1992, by the City of Newport Beach under the authority of California law. The Newport Beach City Council serves as the board of directors of the Corporation. The current bylaws of the Corporation have not been amended since 2015. In reviewing the bylaws, staff identified the following proposed amendments in order to clarify the selection, term and vacancies of directors; change the date and time of the annual meeting; define who shall serve as chairperson and vice chairperson of the Corporation; and to incorporate other minor updates. A majority vote of the Newport Beach Facility Corporation Board of Directors (Board) is required to amend the bylaws.
• Section 3.03 and Section 3.04 — The bylaws currently state that directors shall be members of the City Council, or a person designated and confirmed by the City Council, and shall hold office for the same term as the nominating member on the City Council. Any director may resign by providing written notice to the 2-1

Amendment to the Newport Beach Public Facilities Corporation Bylaws August 26, 2025

Page 2 ends

president, secretary or Board. The proposed bylaws aim to clarify that the directors shall be the members of City Council and their terms on the Board are concurrent with their terms on the City Council. Therefore, any vacancies on the Board will occur when there is a corresponding vacancy on the City Council and will be filled simultaneously with the filing of the vacancy on the City Council. • Section 3.05 — The bylaws currently state that the annual meetings of the Board shall be held on the second Tuesday of August at 4 p.m., local time. The proposed bylaws indicate that the annual meetings shall be held on the same date and start time as the first City Council meeting in August, as set forth in an adopted resolution of the City Council.

Section 4.02 — The bylaws currently provide for an annual election of the chairperson and vice chairperson. The proposed bylaws indicate that the mayor of the City of Newport Beach shall be the chairperson of the Board, and the mayor pro tem of the City of Newport Beach shall be the vice chairperson of the Board.
• Other minor changes are proposed as outlined in Attachment A.

It is recommended that the Board amend the bylaws of the Corporation as outlined in Attachment A.

FISCAL IMPACT:

There is no fiscal impact related to this item.

ENVIRONMENTAL REVIEW:

Staff recommends that the Newport Beach Facility Corporation Board of Directors finds this action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly.

NOTICING:

The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item).

ATTACHMENTS:

Attachment A — Amended Bylaws Redlined
Attachment B — Clean Version of Proposed Amended Bylaws 2-2

ATTACHMENT A
BYLAWS
OF

CITY OF NEWPORT BEACH PUBLIC FACILITIES CORPORATION
ARTICLE I.

Name, Organization, Purpose and Principal Office
Section 1.01. Name. The name of this corporation is CITY OF NEWPORT BEACH PUBLIC FACILITIES CORPORATION (hereinafter referred to as the "Corporation") Section 1.02. Organization, Purpose and Use of Funds. The Corporation is a nonprofit public benefit corporation organized under the California Corporations Code, or any successor statute, to Provide assistanGe teaid the City of Newport Beach, California, by, among other methods, acquiring, leasing, constructing or financing various public facilities, land, equipment and other improvements and property for the use, benefit and enjoyment of the public (herein referred to as "public improvements"). 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; no part of the net earnings, funds or assets of the orporation shall inure to the benefit of any member, shareholder, individual person, firm or corporation, excepting only the City of Newport Beach.

Section 1.03. Principal Office. The principal office of the Corporation is hereby fixed and located at 100 Civic Center Drive, Newport Beach, California , City Manager's Office. 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 Newport Beach.

Any such change shall be noted by the Secretary opposite this section, but shall not be considered an amendment to these Bylaws.
/_1:AI[a]I=1IP
Members
1 2-3

Section 2.01. Members. Pursuant to Section 5310 of the California Corporations Code, or any successor statute, the bylaws of a nonprofit corporation may provide that the corporation shall have no members. The Corporation shall have no members other than the Directors as specified by Article V of the Articles of Incorporation and Article III of these Bylaws.

ARTICLE III.

Directors
Section 3.01. Powers. Subject to limitation of the Articles of Incorporation, or the Bylaws, and of the California Corporations Code, or any successor statute, 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 judgment 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 shall have all of the powers permitted by law, including, but not limited to, 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 service; 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;
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 the Corporation, promissory notes, bonds, debentures, deeds of 2 2-4

trust, mortgages, pledges, hypothecations or other evidence of debt and securities therefor; and
Fourth — To purchase, rent or otherwise acquire, hold, maintain, lease, sell or otherwise dispose any real or personal property for the purposes of the Corporation.

Section 3.02. Number and Qualifications of Directors. The authorized number of Directors shall be seve same as the number of persons authorized to hold office as a member of the City Council of the City of Newport Beach, as set forth in Section 400 of the City Charter of the City of Newport Beach, which is incorporated herein by this reference, until changed by amendment of the Articles of Incorporation or by amendment of these Bylaws.

Section 3.03. Selection and Term of Office. Directors of the Corporation shall be the persons then -currently serving as members of the City Council of the City of Newport Beach.,._, or _
the City GounGil, City Councoland ne persen shall be eliqible to serve as a DireGtor of the vaGanGY on the f iGe eGGUrs as heroin nrnwir,odl Each Gep&Director shall hold office for the sarne ter R-as-for the duration of their term as a member of the City Council of the City of Newport Beach. nominating that DireGter er ,until o cUnneccer has been designated and has aGGepted the offiGe. The member of the Gity GeunGil of the Gity of ,
reme'ye that nt:YeEter 'eity of the G-orty eunGil may, with e'rrwTotheut cause, remevce anv eater of theiGerporation fr�ffc� A Director shall be automatically removed from the Board at such time that the person is replaced, resigns, removed, or is otherwise no lonaer a member of the Citv Council of the Citv of Newport Beach.

Section 3.04. Vacancies. Subject to the provisions of Section 5226 of the California Corporations Code, or any successor statute, any DireGtor may resigR effeG- i lie 7
3 2-5

■
. ........ .
■ vVacancies inon the Board shall occur when there is a corresponding vacanc the City Council, and shall be filled automatically by the filling of a vacancy on tJheCi • ■
■ ■
M If"
. M- . M MON 1. ON 111 ...........

Section 3.05. Oraanization and Annual Meetina. The Board of Directors shall hold an annual meeting for the purpose of organization, selection of Directors one officers, and the transaction of other business. Annual meetings of the Board shall be held on the same date and start time as the first City Council meeting in August, as set forth in an adopted resolution of the City Council, which is incorporated herein by this referencethe seGnriv�nd Tuesday of August t4:nn�loGal time, or such other time or date as may be noticed by the Board; provided, however, should any said day fall upon a holiday observed by the Corporation at its principal office, then said meeting shall be held at the same time on the next day thereafter ensuing which is a full business day.

Section 3.06. 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. Notice of regular meetings shall be given as required by the Ralph M. Brown Act.

Section 3.07. 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 especial meeting shall be delivered personally or by mail electronic transmission, as defined in Corporations Code Section 20, to each Director and to each local newspaper of general circulation and radio or television station uestina notice in writina pursuant to Government Code Section 54956. or a 4 W

successor statute, to be received at least twenty-four (24) hours before the time of such meeting. The call and notice shall be posted at least twenty-four (24) hours prior to the special meeting in a location that is freely accessible to #Ie-members of the public. "I�e ef-them use Rot members ref the Git i eURG �All Dirc�rj and members of the Gity CouTGil agree to nGtiee of special meetings via E-mail. The call and notice shall signify the time and place of the special meeting and the business to be transacted or discussed. 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 ofat 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.; provided that if -a quorum be present, and that ;; provided, however, that -at or prior to commencement of such meeting, before the meetingeach of the Directors who did not receive notice not pre;t signs a written waiver of notice and files said waiver efo��with the Secretary. ;or attends the meeting without protesting lack of notice and provided further, t#e+ice be,ven- to eaGh leEal newspaper e�neralGiFGUlatien0 radie er televisien t+cmi e
ec;eeesserstatute.--All waivers and consents; shall be filed with the corporate records armor made a part of the minutes of the meeting.

Section 3.08. 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. 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 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 3.09. Quorum. A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business. Every act or decision 5 2-7

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 required by law or by the Articles of Incorporation.

Section 3.10. Fees and Compensation. Directors shall receive no compensation or expenses for their services as Directors.

Section 3.11. 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 54940 of the Government Code of the State of California.

Section 3.12. Conduct of Meetings. The Chairperson or in hi�.heir absence, the Vice Chairperson, or a Chairperson chosen by a majority of the Directors present, shall preside.

ARTICLE IV.

Officers
Section 4.01. Officers. The officers of the Corporation shall be the Chairperson of the Board, a Vice Chairperson, a President, Vice Presiden, a Secretary, and a Chief Financial Officer. The Corporation may also have, at the discretion of the Board of Directors, one (1) or mere Vino DresideRtc one (1) or more Assistant Secretaries, one (1) or more Assistant Financial Officers, and such other officers as may be appointed by the Board of Directors. One (1) person may hold two (2) or more offices, except that the offices of President and Secretary or President and Chief Financial Officer may not be combined.

Section 4.02. €IeEtk)-nChairperson and Vice Chairperson. The Mayor of the City of Newport Beach shall be the Chairperson of the Board and the Mayor Pro Tern of the City of Newport Beach shall be the Vice Chairperson of the Board. shall be ^heseR annually by the Beard of Dironters and °Each shall hold office on the Board concurrently with their corresponding office on the City Counciluntol the OffiGer shall resign be removed, or etheRNise disqualified to serve, or the offiGer's suGGessor shall be elected and qualified.

Section 4.03. Rome„al and Re inn.,tienVacancies in Office. A ViGe Presidents . gn, or may be removed, with or withOUt Gause, by the Beard of DireGtGrs at any W.

time Vacancy in any office+es caused by death, resignation, or -removal, disqualification, or any other cause shall be filled in the manner provided by these Bylaws, and if none provided of any Vice Dresildentc Lmay be filled by appointment by the Board of Directors, or by the President until such appointment by the Board of Directors.

Section 4.04. President. The City Manager of the City of Newport Beach shall be the President of the Corporation and subject to the control of the Board of Directors, shall be responsible for the management, supervision, direction and control of the affairs of the Corporation. In the absence or disability of the President, the Manager Pro Tempore of the City of Newport Beach 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.

Section 4.05. Vice President. Tk;e-Every Assistant City Manager of the City of Newport Beach shall be a Vice President of the Corporation in the absence or disab ity of the President, the ViGe Presidents On order of their rank as foxed by the Board of Directors or, if not raRked, the ViGe President designated by the Board of DureGtors, shall perferm all the duties ef the President, and when so aGting shall have all the powers 9:1� and be ueGtt„ a" the ros�Gtinsupen the President The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed for them respenti„ely by the Board of Directors or by the Bylaws.

Section 4.06. Secretary. The Secretary shall be the City Clerk of the City of Newport Beach. The Secretary shall keep at the principal office of the Corporation a book of minutes of all meetings of Directors , with the time and place of holding, how called or authorized, the notice thereof given, the names of those present represent en at •, emeetings, and the proceedings thereof.

Section 4.07. Chief Financial Officer. The Chief Financial Officer shall be the City Finance Director of the City of Newport Beach. The Chief Financial Officer 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 merrreR;beT Director.

The Chief Financial Officer 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 of Directors, and shall render to the President or the Board of Directors, upon request, statements of the financial condition of the orporation.

Section 4.08. Subordinate Officers. Subordinate officers shall perform such duties as shall be prescribed from time to time by the Board of Directors or the President.

Section 4.09. Interim and Actina Officers. A person servina as an interim or actin officer of the City of Newport Beach whose office is designated by these Bylaws as a corresponding office of the Corporation shall be automatically appointed to the corresponding office within the Corporation and when so acting shall have all the powers of, and be subject to all the restrictions of, said office within the Corporation.

Article V.

Miscellaneous
Section 5.01. Execution of Documents. The Board of Directors may authorize any officer, agent or both 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; unless so authorized by the Board of Directors, no officer, agent or 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 5.02. 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 Dy the'' embers at all reasonable times during office hours.

Section 5.03. Annual Report. The annual report referred to in Section 6321 of the California Corporations Code, or any successor statute, is expressly dispensed with.

Section 5.04. Fiscal Year. The fiscal year of the Corporation shall begin July 1 and end June 30 of each year, eXGep+ the firo+ fiSGal year which shall FUR from the dat r.f 0 2-10

Section 5.05. Dissolution. 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 Newport Beach, California.

Section 5.06. Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the California Corporations Code, or any successor statute, shall govern the construction of these Bylaws. If any section, subsection, sentence, clause or phrase of these Bylaws, or the application thereof, is contrary to the California Corporations Code, or any successor statute, the provisions of that law shall prevail. 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 VI.

Amendments
Section 6.01. Power of Directors. New Bylaws may be adopted or these Bylaws may be amended or repealed by a majority vote of the Board of Directors.

The foregoing is a true and correct copy of the Bylaws of the Newport Beach Public Facilities Corporation, approved by majority vote of the Board on August 276, 2025.

L eolaRi I. BrewnM )( Perry
Interim Secretary of Newport Beach Public
Facilities Corporation
Adopted — March 9, 1992 (City Council Resolution No. 92-21) E
2-11

Amended — August 11, 2015
Amended — August 276, 2025
10 2-12

ATTACHMENT B
BYLAWS
OF

CITY OF NEWPORT BEACH PUBLIC FACILITIES CORPORATION
ARTICLE I.

Section 1.02. Organization, Purpose and Use of Funds. The Corporation is a nonprofit public benefit corporation organized under the California Corporations Code, or any successor statute, to aid the City of Newport Beach, California, by, among other methods, acquiring, leasing, constructing or financing various public facilities, land, equipment and other improvements and property for the use, benefit and enjoyment of the public (herein referred to as "public improvements"). 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; no part of the net earnings, funds or assets of the Corporation shall inure to the benefit of any member, shareholder, individual person, firm or corporation, excepting only the City of Newport Beach.

Section 1.03. Principal Office. The principal office of the Corporation is hereby fixed and located at 100 Civic Center Drive, Newport Beach, California 92660, City Manager's Office. 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 Newport Beach.

Any such change shall be noted by the Secretary opposite this section, but shall not be considered an amendment to these Bylaws.

ARTICLE II.

Members
Section 2.01. Members. Pursuant to Section 5310 of the California Corporations Code, or any successor statute, the bylaws of a nonprofit corporation may provide that the corporation shall have no members. The Corporation shall have no members other 1 2-13

than the Directors as specified by Article VI of the Articles of Incorporation and Article III of these Bylaws.

ARTICLE III.

Section 3.02. Number and Qualifications of Directors. The authorized number of Directors shall be the same as the number of persons authorized to hold office as a member of the City Council of the City of Newport Beach, as set forth in Section 400 of the City Charter of the City of Newport Beach, which is incorporated herein by this reference, until changed by amendment of the Articles of Incorporation or by amendment of these Bylaws.

Section 3.03. Selection and Term of Office. Directors of the Corporation shall be the persons then -currently serving as members of the City Council of the City of Newport Beach. Each Director shall hold office for the duration of their term as a member of the City Council of the City of Newport Beach. A Director shall be automatically removed from the Board at such time that the person is replaced, resigns, removed, or is otherwise no longer a member of the City Council of the City of Newport Beach.

Section 3.04. Vacancies. Subject to the provisions of Section 5226 of the California Corporations Code, or any successor statute, vacancies on the Board shall occur when there is a corresponding vacancy on the City Council, and shall be filled automatically by the filling of a vacancy on the City Council.

Section 3.05. Oraanization and Annual Meetina. The Board of Directors shall hold an annual meeting for the purpose of organization, selection of officers, and the transaction of other business. Annual meetings of the Board shall be held on the same date and start time as the first City Council meeting in August, as set forth in an adopted resolution of the City Council, which is incorporated herein by this reference, or such other time or date as may be noticed by the Board; provided, however, should any said day fall upon a holiday observed by the Corporation at its principal office, then said meeting shall be held at the same time on the next day thereafter ensuing which is a full business day.

Section 3.07. 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 special meeting shall be delivered personally or by electronic 3 2-15

transmission, as defined in Corporations Code Section 20, to each Director and to each local newspaper of general circulation and radio or television station requesting notice in writing pursuant to Government Code Section 54956, or any successor statute, to be received at least twenty-four (24) hours before the time of such meeting. The call and notice shall be posted at least twenty-four (24) hours prior to the special meeting in a location that is freely accessible to members of the public. The call and notice shall signify the time and place of the special meeting and the business to be transacted or discussed.

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 at any meeting of the Board of Directors, however called and noticed and wherever held, shall be valid as though had at a meeting held after regular call and notice, provided that a quorum be present, and that at or prior to commencement of such meeting, each Director who did not receive notice signs a written waiver of notice and files said waiver with the Secretary, or attends the meeting without protesting lack of notice. All waivers and consents shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 3.08. Adiourned Meetinas. Notice of Adiournment. 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. 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 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 3.09. Quorum. A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business. 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 is required by law or by the Articles of Incorporation.

Section 3.10. Fees and Compensation. Directors shall receive no compensation or expenses for their services as Directors.
4 2-16

Section 3.12. Conduct of Meetings. The Chairperson, or in their absence, the Vice Chairperson, or a Chairperson chosen by a majority of the Directors present, shall preside.

ARTICLE IV.

Officers
Section 4.01. Officers. The officers of the Corporation shall be the Chairperson of the Board, a Vice Chairperson, a President, Vice President, a Secretary, and a Chief Financial Officer. The Corporation may also have, at the discretion of the Board of Directors, one (1) or more Assistant Secretaries, one (1) or more Assistant Financial Officers, and such other officers as may be appointed by the Board of Directors. One (1) person may hold two (2) or more offices, except that the offices of President and Secretary or President and Chief Financial Officer may not be combined.

Section 4.02. Chairperson and Vice Chairperson. The Mayor of the City of Newport Beach shall be the Chairperson of the Board, and the Mayor Pro Tern of the City of Newport Beach shall be the Vice Chairperson of the Board. Each shall hold office on the Board concurrently with their corresponding office on the City Council.

Section 4.03. Vacancies in Office. A vacancy in any office caused by death, resignation, removal, disqualification, or any other cause shall be filled in the manner provided by these Bylaws, and if none provided, may be filled by appointment by the Board of Directors, or by the President until such appointment by the Board of Directors.

Section 4.04. President. The City Manager of the City of Newport Beach shall be the President of the Corporation, and subject to the control of the Board of Directors, shall be responsible for the management, supervision, direction and control of the affairs of the Corporation. In the absence or disability of the President, the Manager Pro Tempore of the City of Newport Beach 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. 5 2-17

Section 4.05. Vice President. Every Assistant City Manager of the City of Newport Beach shall be a Vice President of the Corporation. A Vice President shall have such powers and perform such duties as from time to time may be prescribed by the Board of Directors or by the Bylaws.

Section 4.06. Secretary. The Secretary shall be the City Clerk of the City of Newport Beach. The Secretary shall keep at the principal office of the Corporation a book of minutes of all meetings of Directors, with the time and place of holding, how called or authorized, the notice thereof given, the names of those present at meetings, and the proceedings thereof.

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

Section 4.08. Subordinate Officers. Subordinate officers shall perform such duties as shall be prescribed from time to time by the Board of Directors or the President.

Section 4.09. Interim and Acting Officers. A person serving as an interim or acting officer of the City of Newport Beach whose office is designated by these Bylaws as a corresponding office of the Corporation shall be automatically appointed to the corresponding office within the Corporation and when so acting shall have all the powers of, and be subject to all the restrictions of, said office within the Corporation.

Article V.

Miscellaneous
Section 5.01. Execution of Documents. The Board of Directors may authorize any officer, agent or both to enter into any contract or execute any instrument in the name of 0 2-18

and on behalf of the Corporation and such authority may be general or confined to specific instances; unless so authorized by the Board of Directors, no officer, agent or 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 5.03. Annual Report. The annual report referred to in Section 6321 of the California Corporations Code, or any successor statute, is expressly dispensed with.

Section 5.04. Fiscal Year. The fiscal year of the Corporation shall begin July 1 and end June 30 of each year.

ARTICLE VI.

Amendments
Section 6.01. Power of Directors. New Bylaws may be adopted or these Bylaws may be amended or repealed by a majority vote of the Board of Directors. 2-19

The foregoing is a true and correct copy of the Bylaws of the Newport Beach Public Facilities Corporation, approved by majority vote of the Board on August 26, 2025.

Molly Perry
Interim Secretary of Newport Beach Public
Facilities Corporation
Adopted — March 9, 1992 (City Council Resolution No. 92-21) Amended — August 11, 2015
Amended — August 26, 2025
0 2-20

Newport Beach City CouncilAugust 26, 2025

Newport Beach City Council
August 26, 2025