PFC 86-1· '~': " A RESOLUTION AOOPTZN6 8YLANS
CUPERTINO PUBLIC FAClLZTIES CORP~ATION
<;:;-~"'..~'-.- RESOLVED, by the Boe~d of Dlmctm~s of t~ ~t~ ~bllc FKtlltt~
,
1.1031-S JNH~:BOQ:rm 04130/86
' · ' 06/02/86
BYLAWS
OF
CUPERTINO PUBLIC FACZLITIES CORPORATION
ARTICL[ I
Offices and Seal
Section 1. Offtces. The principal office of the Corporation for the
transaction of business shall be Ctty Hall, 10300 Torte Avenue. Cupertino,
California 95014. The Board of D~rectors may. however, ftx and change from
time to ttme the principal office from one locatton to another by noting the
change of address in the mlnutes of the ~eettng of the Board of Directors at
whtch the address was ftxed or changed. The fixtng or changtng of such
addresl shall not be deemed an ~endment to these Bylaws.
Section 2, Seal. The Corporation shall have a seal, consisting of
t~o (2) concentrtc~rcle$ ~Ith the ~ords 'Cupertino Publtc Facilities
Corporation,' with the date of Incorporation of this Corporation.
ARTICLE II
Directors
Section 1. Powers. Subject to the limitations of the Articles of
Incorporation Of thts'J~-~'rporatton, the terms of these Bylaws, and the laws
of the State of California, the powers of this Corporation shall be vested
in and exercised by and its property controlled and its affairs conducted by
the Board of Otrectors.
Section 2. Number. The Corporation shall have five (5) Directors.
Otrectors are collec~ly to be Known as the Board of Directors. The
number of Oirectors may be changed by a By-law or amendment thereof duly
adopted Oy the Board of Directors.
Section 3. Selection, Tenure of Office and Vacancies. The members of
the City Council of the City of Cupertino, California (the "City") shall
constitute the Board of Directors of the Corporation, and each member of the
City Council of the City shall be and remain a member of the Board of
Directors of the Corporation for so )ong as such member remains a member of
the City Council of the City. The Mayor of the City shall sit as Chairman
of the Board ef Directors.
Section 4. Compensation. Director~ shall serve without compensation
but each Director may be reimbursed his or her necessary and actual
expenses, including travel incident to his services as Director, pursuant to
resolution of the Board of Directors. Any Director may elect, however, to
decline said reimbursement.
Section 5. Organization Meetlnqs. Immediately following the anflual
meettng of the Board of Directors or any special meeting of the Board of
Directors at which Directors shall have been elected, the Directors shall
meet for the purpose of organtz'ing the Board, the electton of offtcers and
the transaction of such business as may come before the meeting. Pending
such organization meeting, all officers of the Corporation shall hold over,
except any officer required by law or these Bylaws to be a Director and who
does not qualify as a Director. A Director elected at such meeting of the
Board of Directors shall forthwith become a member of the 8oard of Directors
for purposes of such organization.
Zn the event such an organizational meeting shall not be held
tflmmdtately following such meeting of the Board of Directors, it shall
thereafter be held at the next regular meeting or at a special meeting and
notice thereof shall be given tn the manner provided in Section g of this
Article for notice of special meetings.
Section 6. Reqular and Orqantzational Meettnqs. Regular meetings of
the Board of Directors shall be held at such time as the Board may fix by
resolution from time to time; provided, however, that at least one regular
meeting shall be held each year and such meetings shall, in all respects,
conform to provisions of the Ralph M. Brown Act, betn~ Sections 54950
through 54961 of the Government Code of the State of California (the 'Brown
Act').
No notice of any organizational meeting of the Board of Directors,
held immediately following the annual meeting of the Board of Directors or
on or after any special meeting of the Board of Directors shall have been
elected, need be given; provided, that if such an organizational meeting is
not held immediately following such meeting of the Board of Directors, then
notice thereof shall be given in a manner provided tn Sectton 9 of thfs
Article, in the same manner as notice of special meetings.
Section 7. Special Meetings. Special meetings of the Board of
Directors shall be called, noticed and held in accordance with the
provisions of Section 54g~ of the Brown Act.
Section 8. Quorum. A quorum shall consist of a majority of the
members of the Board of Directors unless a greater number is expressly
required by statute, by the Articles of Incorporation of this Corporation,
or by these Bylaws. Every act or decision done or made by a majority of the
Directors present at a meeting duly held at which a quorum is presenC, shall
be the act of the Board of Directors.
Section 9. Order of Business. The order of business at the regular
meeting of the Board of Directors and, so far as possible, at all other
meetings of the Board of Directors, shall be essentially as follows, except
as otherwise determined by the Directors at such meeting:
(al Report on the number of Directors present in person in order
to determine the existence of a quorum.
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............"'"-'-'"'"~.- ' .................. .................... i~ ~-~~,~ .... ° ~-' .... :~
(b) Reading of the notice of the meettng and proof of the
delivery or
notice of the ~eeting then ftled, as the case ~y be.
(C) Reading of unapproved minutes of previous meetings of the
Board of Directors and the taking of action with respect to
approval thereof.
id) Presentation and consideration of reports of officers and
committees.
(el Election of
(fl Unfinished business.
(gl New business.
ih) Adjournment.
Section ]0. Resignation and Removal of Otrectorso Any Director of
thtS Corporation may resign at any time by giving written notice to the
President or to the Board of Directors; provided, however, in the event of
such resignation, such Director's position ina1! remain vacant until a ne~
City Council member is elected to fill such Director's position as City
Council member. ~uch resignation shall take effect at the ti~: specified
therein, and, unless othe~tse specified therein, the acceptance of such
resignation shall not be necessary to make it effective. Any Director may
be removed by the Board of Otrectors at any regular meeting or at any
special meeting of the Board of Directors, the notice of which, among other
things, indicates that the removal of one or more Otrectors identified
therein shall be considered at such meeting by reason of such DireCtors' (1)
unexcused absence for four consecutive meetings of the Board of Oirectors,
or (2) co~tsston of any act which tends to discredit the Corporation.
Section 11. Nonltabtlity for Debts. The private property of the
Oirectors shall be exempt from execution or other liability for any de,ts,
liabilities or obligations of the Corporation and no Director shall be
liable or respnnstble for any debts, liabilities or obligations of the
Corporation.
Section 12. )ndemntty by Corporation for Ltttqatton Expenses of
Officer, Oirector or Employee. Should any Director, officer or employee of
the Corporation be sued, either alone or with others, because he is or was a
director, officer or employee of the Corporation, in any proceeding arising
OUt of his alleged misfeasance or nonfeasance in the performance of his
duties or out of any alleged wrongful act against the Corporation or by the
Corporation, indemnity for his reasonable expenses, including attorneys'
fees incurred in the defense of the proceedir3s, may be assessed against the
Corporation, its receiver, or its director by the court in the same or a
separate proceeding if the person sued acted in goad faith and
such person reasonably believed to be in the best t~terests of the
Corporation and, in the case of
cause to believe the conduct of such person was unlawful. The amount of
such indemnity shall be so much of the expenses, including attorneys' fees,
tncurred in the defense of the proceeding, as the court de&ermines ~ncl ftnds
to be reasonable.
ARTICLE [[[
Officers
Sectton 1. Officers. The officers of the Corporation shall be a
President, a Vtce President, a Secretary, a Treasurer and such other
officers as the Board of Directors may appoint. When the duties do not
conflict, one person, other than the President, may hold more than one of
these offices. The Corporation may also have, at the discretion of the
Board of Directors, one or more additional Vice Presidents, one or more
ASsistant Secretaries, and one or more Assistant Treasurers.
Section 2. Election of Officers. The officers of the Corporation
shall be chosen by and shall serve at the pleasure of t):e Board of Directors
and each shall hold office until he shall resign or shall be removed or
otherwise disqualified to serve or hts successor shall be elected and
qualified to serve; except that the Treasurer of the Corporation shall be
the Director of Finance of the City.
Section 3. Subordinate Officers. The Board of Directors may elect or
authorize the appointment of such other officers than those heretnAbove
mentioned as the business of the Core, ration may require, each of whom shall
hold office for such period, have such authority and perform such duties as
are provided in these Bylaws, or as the Board of Directors from time to time
may authorize or determine.
Section 4. Removal of Officers. Any officer may be removed, either
with or without cause, by a majority of the Oirectors then in office at any
regular or special meeting of the Board, or, except in the case of an
officer chosen by the Board of Directors, by any officers upon whom such
power of removal may be conferred by the Board of Directors. Should a
vacancy occur in any office as a result of Ceath, ~estgnation, removal,
disqualification or any'other cause, the Board of Directors may delegate the
powers and duties of such office to any officers or to any Directors until
such time as a successor for said office has been elected and appointed.
Section 5. President. The President shall preside at all meetings of
the Board of Directors and exercise and Perfor~ such other powers and duties
as may be from time to time assigned to him by the Board of Directors or be
prescribed by the Bylaws.
The President shall also be the chief corporate officer of the
Co~poration and shall, subject to the control of the Board of Directors.
have general supervision, direction and control of the business anJ officers
of the Corporation. He shall preside at all meetings of the Board of
Otrectors. ~e shall be ex officio member of all standing committees, and
shall have the general powers and duties of management usually vested in the
office of P~esident of a Corporation and shall have such other powers and
duties as may be prescribed by the Board of Directors or by these'Bylaws.
-4-
President. the Vlce"l~estdent. or tn. Vtce Presidents in order of tt)etr
rinks aS flxed by the ~erd of Directors. or If not rlnked, the vtce
President designated by the Board o¢ DIrecto~. sh81t pe~¢o~m ITl the duttes
subject to i~ ut ~he restrictions u~n the President. The Vice
Shill hive such other p~rs a~ ~rfO~ Such Other duties is ~y rrm
tO ~t~ ~ prescribed ~or th~. rtspec~tvely, by the Board o~ Directors
b~ these B~le~s.
Sectton 7. Secretary. ~he Secretar~ Sha~l keep or cause to ~ kep~
~Dk of m~es et the principal offtce oK et such other place 4s the
of Dt~ctors ~y o~er. o~ 411 ~e~l~s o~ ~he Directors. vtth the ttM
place of ~ldtng. ~ether regular or s~cS41, a~ tf spectal.
Bu~hortzed. the ~ttce ~hereo( gSven, the n~s o~ Chose present
Dt~ctors' mettngs and the proceedtcgs thereof· The Secretary :h~11 give
or cBuse ~o ~ given ~ttce of 4~1 ~e~tngs o( the Board ~f Directors o~ the
Co,ore, ton. sh411 Keep the corporate records tn safe custody 4~ sh411 have
such other ~rs and per(o~ such ~her du~t~s 4s ~y be prescribed by the
b~erd of Directors or these bylaws.
Section B. Treasurer. The Treasurer shall keep an~ maintain or cause
to be kept and maintained adequate and correct ~ucts of its assets,
ll~blltttes, receipts, dtsburs~nts, gatns a~ losses. The ~ks
accent shall at ~ll tt~s be open to Inspection by an) Director. The
T~asurer shall deposit all ~ntes and other valuables tn the n~e a~ to
the credit of the Co,oration tn such depositories as may be designated by
the Directors. He shall disburse the funds of the C~rporatton as Shall
ordered by the Board of Directors, shall render to the President a~ the
Directors whenever they sh~ll request tt, an account of all of his
transactions as Treasurer and of the financial co~ltton of the Corporation,
shall take proper vouchers for all dtsburse~Jnts of the funds of the
Corporation, and shall have such other power~ and perfo~ such other duties
as may be prescribed by the Board of DirecLurs oF by these Bylaws.
Section 9. Assistant Secretaries en~ Assistant Treasurers. The
Assistant Secretaries and the Assistant Treasurers in the order of their
seniority aS specified by the Directors shall, in the absence or disability
of the Secretary or the Treasurer, respectively, perfo~ the duties
exercise the powers of the Secretary or Treasurer and shall perfo~ such
duties as the Board of Directors shall prescribe.
ARTICLE IV
Objects and Purposes
Section 1. Nature of Objects and Purposes. The business of this
Corporation is to be operated and con~ucteu in the promotion of its objeCtS
and purposes as set forth in Article II of its Articles of Incorporation.
Section 2. Uts olution. The Corporation ~ay be dissolved ~y vote of
the Directors, or by the action of the Board of Directors in accordance with
the provisions of Caltfor~,ia law. ~'~on the dissolution or winging up of
-5-
th(s Corporat(on. ar~ deter ps,riehL or provision for payment, all debts
11ablllttes, the assets of thtS CO.ration shall be districted to the
Ctt~. ~f for any reason the Ctt~ ~s unable or u~tllt~ to iccept t~
assets o( t~ Corporation. setd assets vt]~ ~ districted to the
GoverMnt~ to 8 scare or loc~1 gov~r~nC For public put,scs: or to
~npro~It fund. (~a~ton. or coronation ~tch Is organized and
for charitable purposes a~ ~lch has es~ab]lshed t~s tax-ex.pC status
u~er ~ectton SO.icl(3) o~ SOZ(c)(4) o( the Zn~erna1 (evenue Code o( ~954,
Sec~ton 3. ~. The Co~ora~ton may ~rge wt~h o~h~r corporations
organized solel~ for nonpro(t~ purposes, quail(ted and ex~ (r~ Federal
~xa~ton pursuan~ ~o Sec~ton SOZ(c)(3) or SO~(c)(~) oF ~he ZnCern&l ReYe~e
Code of Z954. as ~nded. and f~ State t~xn~ton, upon c~tance vtth the
p~ovtslons o~ C41t~ornt~ 1~ rela~tng ~o ~rger and consolidation.
ART[CLE V
General Provisions
Section 1. Payment of Money, Stgnattlres. All checks, drafts or other
orders for payment of money, notes or other evidences of indebtedness issued
in the name of or payable to the Corporation and any and all securities
owned by or held by the Corporation requiring signature for transfer shall
be signed or endorsed by such person or persons and in SuCh manner as from
time to time shall be determined by the Board of Directors.
Section 2. Execution of Contracts. The Board of Directors, except es
in the Bylaws otherwise provided, may authorize any officer or officers,
agent or agents, to enter into any contract or execute 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 or employee shall
have any power or authority to bind the Corporation by any contract or
engagement or to pledge its credit or to render it liable for any purpose or
in any amount.
Section 3. Fiscal Year. ?he fiscal year of the Corporation shall
commence on the 1st day of July of each year and shall end on the 30th day
of June of the next succeeding year.
Section 4. Annual Audit. The affairs and financial condition of the
Corporation shall be audited annually at the end of each fiscal year
'commencin§ with fiscal year 1985-1986 by an independent certified public
accountant selected by the Board of ~irectors and a written report of such
audit and appropriate financial statements shall De submitted to the ~oard
of Directors prior to the next regular meeting of the Board of Directors of
the Corporation following the completion of such audit. Additional audits
· ay be authorazed as considered necessary or desirable by the Eoard cf
Directors.
ARTICLE: V!
[xe~pt Activities
NotvtthstAndtng Any other provisions of these 8ylAvs, no Director,
offtcer, ~loyee or ~p~sentattve of thts Co~r~tton sh~11 take I~
e~ton or ce~y ~ eny ecttvtty by or on ~helf of t~ ~oreClon ~t
pemttt~ to ~ teken or ca. ted on by an o~entzetJon exit u~er SectJon
~1(C)(3) Or S01(C)(4) o~ the Znternel Revere C~e o~ 1954, es w~ed, end
the Regulations p~lget~ thereu~er es they ~ extst or es they My
hereafter ~ w~ed.
ARTICL£ VI!
Amendment to Bylaws
These Bylaws by be m~ended by mAJortty vote of the goard of
Directors.
ADOPTED by the ~&,'d of Directors of the Cupertino Public FAcilities
Corporation on Jurrg 2. 1986.
Secr~ry
-7-
RESOLUTZON NO. 86-2
RESOLUTION ELECTING OFFICERS
CUPERTZNO PUBLZC FACZLZTZES CORPORATZON
RESOLVED, by the Directors of the Cupertino Publlc Facilities
Corporation, that ~he ¢ollovlng persons are elected to the offtces set forth
oppostte their names below, is offtcers of the Corporation, to serve until
the electton and qualification of thetr successors, as provtded tn Arttcle
III, Sectton Z of tim By,tiS of the Corporetton.
Name Offtce
Barbara Rosers President
Reed Sparks Vice Prestdefl~
Dorothy CorneZZus Secretary
BXatne Snyder Treasurer
I hereby certify that the foregoing ts a full, true and correct copy of
a resolution duly passed end adopted by the Bo9rd o¢ Directors of the
Cupertino Publtc Facilities Corporettoe, mt a meeCtng thereof duly held on
the Znd day of June, 1986, by the follovtng vote of the Directors thereof:
AYES, and in fevor thereof. Directors: Cacco. Johnson, Plungy, Sparks, Rogers
NOES, Directors: None
~ "?- , ," A RESOLUTION A~rrING BYLANS
. CUPERTINO PUBLIC FACILITIES COItI~ATION
,'.i*~;,,!:-:".:-.,;:'.'"- ' IIESOL~, by the Bolrd of Dtmcto~s o~ the Cupertino Fubllc FKtllttes
'~ :~'?.~i.'".":';'", '" Corparltton, that the Bylws of the Cuparttno Fubllc Fic111ttes Corporitton,
! ..... .'.. tn the forl hereto attached end 1nco(posited h~retn by reference, are hereby
~ ';...... adopted and apt~ov~l and shell stand as the BylM of thts Corporation untt1
·" ! I~t~by c~rttfy that the f:)~egotng ts
'' I r~solutton duly passed and adopted by 'the 9oard of Dt~ectm~ o~ the
. ... ~tm hbllc F&clllttes COrl)orltton, at
;. .the 2nd d~y of ~lone, IH, by the folloarlng vol~
~ AYES, &~l tn favor thereof, 0t~ecto~s:
..~
~ " NOES, Directors: lloue
ABSENT. Directors: None
' 23031-5 ~HNW:B~:rms 0413O/86 ZIOS9
· . · 06/0Z/86
BYLAWS
CUP[RTZNO PUBLZC FACZLZTZ£S CORPORATZOfl
!
ARTZCL[ !
Offtces and Seal
Section Z. O~tces. The principal office of the Corporation for the
transaction of bus?ness shall be Ctty Hall, 10300 Torte Avenue, Cupertino,
California 95014. The Board of Directors may, however, ftx and change from
time to ttme the principal offtce from one locat?on to another by nottng the
change of address tn the mlnutes of the meeLtng of the Board of Directors at
whtch the address was ¢txed or changed. The ftxtng or changtng of such
address shall not be deemed an ~mendment to these Bylaws.
Sectton 2. Seal. The Corporation shall have a seal. consisting of
two (~) concentrt~rcles ~Ith the words 'Cupertino Public Facilities
Corporation,' w?th the date of Incorporation of this Corporat?on.
Directors
Section 1. Powers. Subject to the limitations of the Articles of
Incorporation Of thts'(~--C~'rporation, the terms of these Bylaws, and the laws
of the State of California, the powers of this Corporation shall be vested
in and exercised by and its property controlled and its affairs conducted by
the Board of Directors.
Section 2. Number. The Corporation shall have five (5) Directors.
Directors are collec~ly to be Known as the Board of Directors. The
number of Directors may be changed by a Bk-law or amendment thereof duly
adopted by the Board of Directors.
Section 3. Selection, Tenure of Office and Vacancies. The members of
the City Council of the City of Cupertino, California (the 'City') shall
constitute the Board of Directors of the Corporation, and each member of the
City Council of the City shall be and remain a member of the Board of
Directors of the Corporation for so long as such member remains a member of
the City Council of the City. The Hayor of the City shall sit as Chairman
of the Board ef Directors.
Section 4. Compensation. Oirector~ shall serve without compensation
but each Director may be reimbursed nts or her necessary and actual
expenses, including travel incident to his services as Director, pursuant to
resotutton of the Board of Directors. Any Director may cleero however, to
decllne said reimbursement,
Section 5. 0r~antzatton Neetlnqs, l~nedtately following the annual
meettng of the Board of Directors or any spectal meettng of the Board of
Directors at vhtch Directors shall have been elected, the Directors shall
·eet for the purpose of organizing the Board, the elect$on of offtcers and
the transaction of such business as may co,~ before the meettng. Pending
SUCh organization aeettng, all offtcers of the Corporation shall hold overt
except any officer required by law or these Bylaws to be a Dtrector and who
does not qualify as a Director. A Dtrector elected at such meettng o¢ the
Board of Directors shall forthwith become a member of the Board of Directors
for purposes of such organization.
In the event such an organizational meettng shall not be held
tnnedtately following such meeting of the Board of Directors, tt shall
thereafter be held at the next regular meettng or at a special meettng and
nottce thereof shall be given tn the manner provtded tn Section 9 of thts
Article for nottce of special meetings.
Sectton 6. Reqular and Orqantzattonal Heettnqs. Regular meetings of
the Board of Directors shall be held at such ttme as the Board may ftx b~
resolution from ttme to ttme; provided, however, that at least one regular
meetlng shall be held each ~ear and such meettngs shall, tn all respects,
conform to provisions of the Ralph H. Brown Act, being Secttons 54950
through 5496Z of the Government Code of the State of California (the "Brown
Act').
No notice of any organizational meeting of the Board of Directors,
held Immediately following the annual meettng of the Board of Director5 or
on or after any spectal meeting of the Board of Directors shall have been
elected, need be gtven; provided, that if such an organizational meettng ts
not held In~ediately following such me. ettng of the Board of Directors, then
notice thereof shall be gtven in a manner provided tn iectton g of thts
Article, tn the same manner as nottce o~ special meetings.
Sectton 7. Special Heettnqs. Special meettngs of the Board of
Directors shall be called, noticed and held in accordance wtth the
provisions o~ Sectton 54956 of the Brown Act.
Sectton B. ~uorum. A quorum shall constst o~ a ma~orit~ of the
members of the Board of Directors unless ~ greater number iS expressl~
required by statute, by the Articles of Incorporation of this Corporation,
or by these Bylaws. Every act or dectslon done or made by a majority of the
Directors present at a meettng dul~ held at which a quorum is present, shall
be the act of the Board of Directors.
Section g. Order of Business. The order of business at the regulac
meeting of the Board of Directors and, so far as possible, at all other
meetings of the Board of Directors, shall be essentially as follows, except
as otherwise determined by the Directors at such meeting:
{a) Report on the number of Directors present in person in order
to determine the existence of a quorum.
-2-
(bi Readtng of the nottce of the meettng and proof of the
deltvery or mailing thereof, or the watver or watvers of
nottce of the meettng then ftled, as the case may be.
(C) Readtng of unapproved minutes of prevtous meetings of the
Board of Directors and the taktng or action with respect to
approval thereof.
id) Presentation and consideration of reports of officers and
committees.
(el Election of Dl~cors.
(fl Unfinished business.
(g) New business.
(hi Adjournment.
Section 10. Resignation and Removal of Directors. Any Director of
this Corporation may resign at any time by giving written notice to the
President or to the Board of Directors: provided, however, in the event of
such resignation, such Director's position shall rematn vacant until a new
City Council member ts elected to fill such Director's ~osttion as City
Council member. Such resignation shall take effect at the tt~: specified
therein, and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. Any Director may
be removed by the Board of Directors at any regular meeting or at any
special meeting of the Board of Directors, the notice of which, ~nong other
things, indicates that the removal of one or more Directors identified
therein shall be considered at such meeting by reason of such Directors' (1)
unexcused absence for four consecutive meetings of the Board of Directors,
or (2) cofl~atssion of any act which tends to discredit the Corporation.
Section 11. Nonltabtlity for Debts. The private property of the
Directors shall be exempt from execution or other liability for any debts,
liabilities or obligations of the Corporation and no Director shall be
liable or respnnsible for any debts, liabilities or obligations of the
Corporation.
Section 1Z. Indemnity by Corporation for Litiqation Expenses of
Officer, Director or Employee. Should any Director, officer or employee of
the Corporation be sued, either alone or with others, because he is or was a
director, officer or e~ployee of the Corporation, in any proceeding arising
out of his alleged misfeasance or nonfeasance in the performance of his
duties or out of any alleged wrongful act against the Corporation or by the
Corporation, indemnity for his reasonable expenses, including attorneys'
fees incurred in the defense of the proceedir~s, may be assessed against the
Corporation, its receiver, or its director by the court in the same or a
separate proceeding if the person sued acted in good faith and ir, a manner
such person reasonably believed to be in the best interests of the
Corporation and, in the case of a criminal proceeding, had no reasonable
cause to believe the conduct of such person was unlawful. The amount of
such indemnity shall be so much of the expenses including attorneys' fees,
- . ~- ........ ,~"'mpppp~.mml,~,,,~,p; ~ ...... , _ ..,
incurred tn the defense of the proceedl~, as the court determines and finds
to be reasonable.
ARTICLE lie
Officers
Section 1. Officers. The officers of the Corporation shall be
President, a Vice President, a Secretary, a Treasurer and such other
officers as the Board of Directors may appoint. When the duties do not
conflict, one person, other than the President, may hold more than one of
these offices. The Corporation may also have, at the discretion of the
Board of Directors, one or more additional Vice Presidents, one or more
Assistant Secretaries, and one or more Assistant Treasurers.
Section 2. Election of Officers. The officers of the Corporation
shall be chosen by and shall serve at the pleasure of tl:e Board of Directors
and each shall hold office until he shall resign or shall be removed or
otherwise disqualified to serve or his successor shall be elected
qualified to serve; except that the Treasurer of the Corporation shall be
the Director of Finance of the City.
Section 3. Subordinate Officers. The Board of Directors may elect or
authorize the appointment of such other officers than those heretnAbove
mentioned as the bustness of the Core, ration may require, each of whom shall
hold office for such period, have such authority and perform such duties as
are provided in these Bylaws, or as the Board of Dtrector~ from time to time
may authorize or determine.
Section 4. Removal of Officers. Any officer may be removed, either
with or without cause, by a majority of the Directors then in office at any
regular or special meeting of the Board. or, except in the case of an
officer chosen by the Board oF Directors, by any officers upon whom such
power of removal may be conferred by the Board of Directors. Should a
vacancy occur in any office as a result of death. ~estqnation. removal.
disqualification or any other cause, the Board of Directors may delegate the
powers and duties of such office to any officers or to any Directors until
such time as a successor for said office has been elected and appointed.
Section 5. President. The President shall preside at all meetings of
the Board of Directors and exercise and perfor~ such other powers and duties
as may be from time to ~ime assigned to him by the Board of Director's or be
prescribed by the Bylaws.
The President shall also be the chief corporate officer of the
Corporation and shall, subject to the control of the Board of Directors,
hav~ general supervision, direction and control of the business anJ officers
of the Corporation. He shall preside at all meetings of the Board of
Directors. He shall be ex officio member of all standing conTnittees, and
shall have the general powers and duties of management usually vested in the
office of P~e$ident of a corporation and shall have such other powers and
duties as may be prescribed by the Board of Directors or by these'Bylaws.
SeCtl0n §, Vice President, In the absence or lSablllty of the
President, the Vtce--'J~esldent, or the Vice Presidents tn order of tl~eir
rinks as ftxed by the ~.oard of OtrectorSo or If not ranked, the Vtce
President Designated by t~e Board o¢ Directors. Sha?~ per¢orm els tie duties
of the President and when so acting shall have . . the I)O~ers of and be
subject to all of the restrictions upon the President. The Vtce Presidents
Shall have such other ~rs and perform Such other duties as may from time
tO tlme be prescribed for them, respectively, by the Board of Directors or
by these Bylaws.
Section 7. Secretar). The Secretary shall keep or cause to be kept
book of minutes at the principal offtce or at such other place as the Board
of Directors may order, of all meetings of the Directors, wtth the ttme and
place of holdtng, whether regular or special, and tf spectal, how
authorized, the notice thereof given, the nas'~es of those present at
Directors' meetings and the proceedScgs thereof. The Secretary shall give
or cause to be given notice of at1 meettngs of the Board of Directors of the
Corporation, shall keep the corporate records tn safe custody and shall have
Such other powers and perform such other duttos as may be prescribed by the
board of Directors or these bylaws.
Se tton B. Treasurer. The Treasurer shall keep maintain or cause
to be kept Ind maintained adequate and correct ~u6ts of its assets,
liabilities, receipts, disbursements, gains and losses. The books Of
account shall at all times be open to inspection by day Director. The
Treasurer shall deposit all monies and other valuables in the name and to
the credit of the Corporation in such depositories as may be designated by
the DireCtors. He shall disburse the funds of the Cbrporation as shall be
ordered by the Board of Directors, shall render to the President and the
Directors whenever they shell request it, an account of all of his
transactions as Treasurer and of the financial condition of the Corporation,
shall take proper vouchers for all disbursements of the funds of the
Corporation, and shall have such other power~ and perform such other duties
as may be prescribed by the Board of Directors Or by these Bylaws.
Section 9. Assistant Secretaries eric Assistant Treasurers. The
Assistant Secretaries and the Assistant Treasurers in the order of their
seniority as specified by the Directors shall, in the absence or disability
of the Secretary or the Treasurer, respectively, perform.., the duties
exercise the powers of the Secretary or Treasurer and shall perfor~ such
duties as the Board of Directors shall prescribe.
ARTICLE IV
Objects and Purposes
Section 1. Nature of Object~ and Purposes. The business of this
Corporation iS tO be operated and con~ucteo in the promotion of its objects
and purposes as set forth in Article II of its Articles of Incorporation.
Section 2. Dis olution. The Corporation ~ay be dissolved ~y vote of
the Directors, or by the action of the Board of Directors in accordance with
the provisions of Califor~,ia law. ~'~on the dissolution or winaing up of
this Corporation, and deter payment or provision for pa~nent, 411 debts IM
11abilities, the assets of thts COrpOration Shall be dtstrt~Jted to the
Ctty. Z¢ for any reason the Ctty Is unable or unvtlltng to Iccept the
assets of the Corporation, said assets v111 be distributed to the Federal
Goverr~nent; to a state or local government for public purposes: or tO a
nonprofit fund, foundation, or corporation vhtch ts organized and operated
for cherlCabTe purposes and ~htCh has established t~s tax-exL~pt status
· under Sectton S0.(c)(3) or SOl(c)(4) of the Znternal .(avenue Code of 1954,
es amended.
Section 3. ~?~..~. The Corporation may merge vtth other corporations
organ!zed solely for nonprofit purposes, qualified and exemp~ fro~ Federal
taxatton pursuant to Sectton SOl(c)(3) or SO1(c)fC) of the Internal Revenue
Code of Z954, as ~mended, and frofll State t~xatton, upon compliance with the
p~ovtstons of California la~ relattng to merger and consolidation.
ARTICLE V
General Provisions
Sectton]. Payment of Money, Stgnat~res. All checks, drafts or other
orders for payment of eoneyo notes or other evidences of indebtedness tssued
tn the name of or payable to the Corporation and any and all securities
owned by or held by the Corporation requiring signature for transfer shall
be signed or endorsed by such person or persons and in such manner as froe
tt~e to ttee shall be deter~lned by the Board of Otrectors.
Section 2. Execution of Contracts. The Board of Directors, except as
in the B)laws otherwise provided, may authorize any officer or officers,
agent or agents, to enter into any contract or execute any contract or
execute any instrument in the name of and on behalf of the Corporation an~
Such authority may be general or confined to specific instances and unless
so authorized by the Board of Olrectors, no officer, agent or employee shall
have any power or authority to bind the Corporation by any contract or
engagement or to pledge its credit or to render it liable for any purpose or
in any amount.
Section 3. Ftscal Year. The fiscal year of the Corporation shall
coherence on the 1st day of ~uly of e6ch year and shall end on the 30th day
of ~une of the next succeeding year.
Section 4. Annual Audft. The affairs and f~nancial condition of the
Corporation shall be auUited annually at the end of each fiscal year
'Commencing with fiscal year lgSS-1986 by an independent certified publtc
accountant selected by the Board of nirectors and a vritten report of such
audit and appropriate financial statements shall Oe submitted to the Eoard
of Directors prior to the next regular meeting of the BoarU of Oirectors of
the Corporation following the completion of such audit. Additional audits
may be authorized as consiCered necessary or desirable by the Board of
Otrectors.
ARTICL£ V!
~xe~)t Activities
Notvtthstlndtng any other provisions of these 8ylavs, no Director,
o~ftcer, eq21oyee or representlttve of thts Corporltton shill tike
4ctton or carry on 4ny acttvtty by or on behalf of the Corporation not
permitted to be tlken or cea'ted on by en o~gantzatton exLmpt under Sectton
SO1Cc)(3) or SOl(c)(4) o~ the lnte~nal Revenue Code of 1954. Is nmended, and
the Regulations pro~ulglted thereunder Is they nov extst or as they
herelfter be ~mended.
ARTZCLE V~!
Mendment to Bylavs
These Byllvs ~y be ~ended by ~l~orlty vote of the Colrd of
Directors.
ADOPTED by the GG~,'~ of Directors of the Cupertino Publlc Fact]tries
Corporation on ~un'~ 2, 1986.
SECRETARY'S C~RT~F~C~TF
Z. the understgnndo do hereby certtfy:
1. That ! ,J the dul:y elected and acttng Secretary o~' the cupertino
Publlc Fictltttes Corporatlono a California nonpro¢tt publlc benefit
COrpOration: and
2. T~at the ¢oregolng Bylaws constitute a ¢ullo true and correct copy
of the e~laws o~' satd Corporation In full force and effect as o¢ t~ date
hereof.
IN ~/ITN£S$ ~I£R£OF. I have hereunto subscribed my na~.e this day
of , 1986.
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