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PFC Bylaws13031 -5 JHHW:BDQ:rms 04/30/86 Z1959 06/02/86 THIS IS TO CERTIFY IHAi ': c • r.. i INSTRUMENT IS ATRUE AND CORRECT COP OF THE ORIGINAL ON FILE IN THIS OFFICE. ATTEST " I/ BYLAWS CITY CLERK OF THE CITY OF CUPERTINO OF eY_ t.c CITY CLERK CUPERTINO PUBLIC FACILITIES CORPORATION _ ARTICLE I Offices and Seal Section 1. Offices. The principal office of the Corporation for the transaction of business shall be City Hall, 10300 Torre Avenue, Cupertino, California 95014. The Board of Directors may, however, fix and change from time to time the principal office from one location to another by noting the change of address in the minutes of the meeting of the Board of Directors at which the address was fixed or changed. The fixing or changing of such address shall not be deemed an amendment to these Bylaws. Section 2. Seal. The Corporation shall have a seal, consisting of two 2) concentric circles with the words "Cupertino Public 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 this Corporation, 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 collecta Ty to be known as the Board of Directors. The number of Directors may be changed by a By -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 Mayor of the City shall sit as Chairman of the Board of Directors. Section 4. Compensation. Directors 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 b) Reading of the notice of the meeting and proof of the delivery or mailing thereof; or the waiver or waivers of notice of the meeting then filed, as the case may be. c) Reading of unapproved minutes of previous meetings of the Board of Directors and the taking of action with respect to approval thereof. d) Presentation and consideration of reports cf officers and committees. e) Election of Directors. f) Unfinished business. g) New business. h) 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 remain vacant until a new City Council member is elected to fill such Director's position as City Council member. 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. 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, among 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) commission of any act which tends to discredit the Corporation. Section 11. Nonliability 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 responsible for any debts, liabilities or obligations of the Corporation. Section 12. Indemnity by Corporation for Litigation 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 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 proceedings, 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 in 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, incurred in the defense of the proceeding, as the court determines and finds to be reasonable. 3- President and when so acting shall have all the powers of and be subject to P--1l of the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as may from time to time be prescribed for them, respectively, by the Board of Directors or by these Bylaws. Section 7. Secretary. The Secretary shall keep or cause to be kept a book of minutes at the principal office or at such other place as the Board of Directors may order, of all meetings of the Directors, with the time and place of holding, whether regular or special, and if special, how-authorized, the notice thereof given, the names of those present at Directors' meetings and the proceedings thereof. The Secretary shall give or cause to be given notice of all meetings of the Board of Directors of the Corporation, shall keep the corporate records in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws. Section 8. Treasurer. The Treasurer shall keep and maintain or cause to be kept and maintained adequate and correct amounts of its assets, liabilities, receipts, disbursements, gains and losses. The books of account shall at all times be open to inspection by any 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 Corporation as shall be ordered by the Board of Directors, shall render to the President and the Directors whenever they shall 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 powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws. Section 9. Assistant Secretaries and 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 and exercise the powers of the Secretary or Treasurer and shall perform 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 conducted in the promotion of its objects and purposes as set forth in Article II of its Articles of Incorporation. Section 2. Dissolution. The Corporation may be dissolved by.vote of the Directors, or by the action of the Board of Directors in accordance with the provisions of California law. Upon the dissolution or winding up of this Corporation, and after payment or provision for payment, all debts and liabilities, the assets of this Corporation shall be distributed to the City. If for any reason the City is unable or unwilling to accept the assets of the Corporation, said assets will be distributed to the Federal Government; to a 5- 501(c)(4) of the Internal Revenue Code of 1954, as amended, and the Regulations promulgated thereunder as they now exist or as they may hereafter be amended. ARTICLE VII Amendment to Bylaws These Bylaws may be amended by majority vote of the Board of Directors. ADOPTED by the Board of Directors of the Cupertino Public Facilities Corporation on June 2, 1986. By /s /Dorothy Cornelius Secretary 7-