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HomeMy WebLinkAboutResolution No. 1 PFAi RESOLUTION NO. 1 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE AZUSA PUBLIC FINANCING AUTHORITY ADOPTING ITS BYLAWS AND APPOINTING CERTAIN OF ITS OFFICERS RESOLVED, by the Azusa Public Financing Authority: WHEREAS, Pursuant to Section 2.8 of the Joint Exercise of Powers Agreement, dated as of January 2, 1990, of the City of Azusa (the "City") and the Redevelopment Agency of the City of Azusa (the "Agency"), which created the Azusa Public Financing Authority (the "Authority"), the Authority desires to adopt its Bylaws and appoint the Chairman, Vice -Chairman, Secretary and the Executive Director of the Authority. NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. The Authority hereby adopts its Bylaws as attached hereto as Exhibit "A" and incorporated herein by this reference. Section 2. The Authority hereby appoints the Mayor of the City as the Chairman of the Authority, the Vice -Mayor of the City as the Vice -Chairman of the Authority, the City Clerk of the City as the Secretary of the Authority, and the City Administrator, or in the case of a vacancy, Interim City Administrator, as the Executive Director of the Authority pursuant to Section 3.1 and 3.7 of the Agreement. Section 3. The Authority hereby confirms the City Treasurer of the City as the Treasurer of the Authority, pursuant to Section 3.2 of the Agreement. Section 4. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. PASSED, APPROVED AND ADOPTED this 2nd day of January , 1990. AZUSA PUBLIC FINANCING AUTHORITY By :Adl !i.��l!"� -T Chairman ATTEST: Z4 1 //// -//® Secretary I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Azusa Public Financing Authority at a regular meeting thereof, held on the 2dday of Januazy , 1990, by the following vote of the Authority: AYES: DIRECTORS AvnA, STE;mim, NARANJO, LATTA, MOSES NOES: DIRECTORS NONE ABSENT: DIRECTORS NONE BY-LAWS OF THE AZUSA PUBLIC FINANCING AUTHORITY ARTICLE I DEFINITIONS; OFFICES AND SEAL Section 1. Definitions. All capitalized terms used herein shall have the respective meanings given such terms in the Joint Exercise of Powers Agreement (the "Agreement"), dated January 2, 1990, between the City of Azusa (the "City") and the Redevelopment Agency of the City of Azusa (the "Agency"), establishing the Authority. Section 2. Offices. The principal office of the Authority for the transaction of business shall be 213 East Foothill Boulevard, Azusa, California. The Board may, however, fix and change from time to time the principal office from one location to another within the City of Azusa by noting the change of address in the minutes of the meeting of the Board at which the address was fixed or changed. The fixing or changing of such address shall not be deemed an amendment to these By-laws. Section 3. Seal. The Authority shall have a seal, consisting of two (2) concentric circles with the words "Azusa Public Financing Authority" and with the date of establishment of the Authority. ARTICLE II BOARD Section 1. Powers. Subject to the limitations of the Agreement, the terms of these By-laws, and the laws of the State of California, the powers of this Authority shall be vested in and exercised by and its property controlled and its affairs conducted by the Board of the Authority. Section 2. Number. The Board shall have five (5) Directors, who shall be the members of the City Council of the City of Azusa. Each Director shall hold office for a term which coincides with such Director's term of office as member of the City Council. Section 3. 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 of the Board. Any Director may elect, however, to decline said reimbursement. Section 4. Regular Meetings. Regular meetings of the Board shall be held at such time as the Board may fix by resolution from time to time, and if any day so fixed shall fall upon a legal holiday, then, upon the next succeeding business day at the same hour. No notice of any regular meeting of the Board need be given to the Directors. Section 5. Special Meetings. Special meetings of the Board shall be held whenever called by the Chairman, the Vice Chairman, or by a majority of the Board. Section 6. Public Meetings; Notice of Meetings. All proceedings of the Board shall be subject to the provisions of the Ralph M. Brown Act, constituting Chapter 9 of Part 1 of Division 2 of Title 5 of the California Government Code (commencing with Section 54950), and notice of the meetings of i the Authority shall be given in accordance with the act. All legislative sessions of the Board, whether regular or special, shall be open to the public. Section 7. Consent to Meetings. The transactions of the Board at any meeting however called and noticed or wherever held, shall be as valid as though done at a meeting duly held after call and notice if a quorum is present and if either before or after the meeting each Director not present signs a written waiver of notice or a consent to the holding of such meeting or approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records and made a part of the minutes of the meeting. Section 8. Quorum. A quorum shall consist of a majority of the members of the Board unless a greater number is expressly required by statute, by the Agreement, or by these By-laws. 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 the act of the Board. Section 9. Minutes. The Authority shall have minutes of regular, adjourned regular, special and adjourned special meetings kept by the Secretary. As soon as possible after approval, the Secretary shall forward to each Director copies of the minutes. Section 10. Recording Vote. Except where action shall be taken by unanimous vote of all Directors present and voting, the Ayes and Noes shall be taken on all actions had. Section 11. Adjournment. The Board 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 Directors are absent from any regular or adjourned regular meeting the Secretary may declare the meeting adjourned to a stated time and place and shall cause a written notice of the adjournment to be given in the same manner as provided for special meetings, unless such notice is waived as provided for special meetings. A copy of the order of 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 24 hours after the time of the adjournment. When a regular or adjourned regular meeting is adjourned as herein provided, the resulting adjourned regular meeting is a regular meeting for all purposes. When an order of adjournment of any meeting fails to state the hour at which the adjourned meeting is to be held, it shall be held at the hour specified for regular meetings. Section 12. Hearings - Continuances. Any hearing being held, or noticed or ordered to be held, by the Board at any meeting may be by order or notice of continuance be continued or re -continued to any subsequent meeting of the Board in the same manner and to the same extent set forth for the adjournment of meetings; provided, that if the hearing is continued to a time less than 24 hours after the time specified in the order or notice of hearing, a copy of the order or notice of continuance of hearing shall be posted immediately following the meeting at which the order of declaration of continuance was adopted or made. Section 13. Order of Business. The order of business at the regular meeting of the Board and, so far as possible, all other meetings of the Board, 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 or by proxy in order to determine the existence of a quorum. -2- E (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 and the taking of action with respect to approval thereof. (d) Presentation and consideration of reports of officers and committees. 14. Unfinished business. (a) New business. (b) Adjournment. Section 15. Resignation and Removal of Directors. Any Director may resign at any time by giving written notice to the Chairman or to the Board. 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 only be removed upon the occurrence of the following events: (i) the death or resignation of the Director; or (ii) the Director is no longer a member of the City Council of the City or a member of the Board of Directors of the Agency. Section 16. 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 Authority and no Director shall be liable or responsible for any debts, liabilities or obligations of the Authority. Section ARTICLE IIIIndemnity by Authority for Litigation Expenses of Officer, Director or Employee. Should any Director, officer or employee of the Authority be sued, either alone or with others, because he is or was a director, officer or employee of the Authority, 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 Authority or by the Authority, indemnity for his reasonable expenses, including attorneys' fees incurred in the defense of the proceedings, may be assessed against the Authority or its receiver 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 Authority 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 equal the amount of the expenses, including attorneys' fees, incurred in the defense of the proceeding. ARTICLE IV OFFICERS Section 1. Officers. The officers of the Authority shall be a Chairman, a Vice Chairman, a Secretary, an Executive Director and such other officers as the Board may appoint. When the duties do not conflict, one person, other than the Chairman, may hold more than one of these offices. Section 2. Election and Appointment of Officers. The Chairman and Vice Chairman shall be elected at every second annual meeting of the Board, in the year in which elections of the City of Azusa for City Council are held, and each shall hold office until he or shall be removed, shall resign or otherwise shall be disqualified to serve or his successor shall be elected and qualified to serve. The Secretary and Executive Director shall be appointed by the Board to serve at the pleasure of the Board and need not be a Director. The Secretary and the -3- Executive Director shall hold office until he shall resign or shall be removed, or otherwise be disqualified to serve or his successor shall be appointed and qualified to serve. Section 3. Subordinate Officers. The Board may elect or authorize the appointment of such other officers than those hereinabove mentioned as the business of the Authority may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these By- laws, or as the Board from time to time may authorize or determine. Section 4. Removal of Officers. Any officer, other than Chairman and Vice -Chairman, 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 Authority, or, except in the case of an officer chosen by the Board, by any officers upon whom such power of removal may be conferred by the Board. The Chairman and Vice -Chairman may only be removed prior to the expiration of his term of office upon the occurrence of the following events: (1)such officer is no longer a Director; or (ii) the death or resignation of such officer. Should a vacancy occur in any office as a result of death, resignation, removal, disqualification or any other cause, the Board 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 or appointed. Section 5. Chairman. The Chairman shall preside at all meetings of the Board and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board or be prescribed by these By-laws. The Chairman shall also be the chief corporate officer of the Authority and shall, subject to the control of the Board, have general supervision, direction and control of the business and officers of the Authority. He shall preside at all meetings of the Board. He 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 Chairman of a public corporation and shall have such other powers and duties as may be prescribed by the Board or by these By-laws. Section 6. Vice Chairman. In the absence or disability of the Chairman, the Vice Chairman shall perform all the duties of the Chairman and when so acting shall have all the powers of and be subject to all of the restrictions upon the Chairman. The Vice Chairman shall have such other powers and perform such other duties as may from time to time be prescribed for them, respectively, by the Board or by these By-laws. 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 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 hereof 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 the Authority, 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 or these By-laws. Section 8. Executive Director. The Executive Director shall have general supervision over the administration of Authority business and its affairs and shall exercise and perform such other powers and duties as may be from time to time assigned to him by the Board or be prescribed by these By-laws. Me 1P q ARTICLE V OBJECTS AND PURPOSES Section 1. Nature of Objects and Purposes. The business of this Authority is to be operated and conducted in the promotion of its objects and purposes as set forth in the Agreement. Section 2. Distribution of Assets During Continuance of Authority. During the continuance of the Authority, it may distribute any of its assets to the Members of the Authority. If for any reason the Members are unable or unwilling to accept the assets of the Authority, said assets shall be distributed to the Federal Government, or to a state or local government for public purposes, or to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes. Section 3. Dissolution. The Authority may, with the approval of all of the Members, be dissolved by majority vote of the Directors if at the time of such dissolution the Authority has no outstanding indebtedness and is not a party to any outstanding material contracts. Upon the dissolution or termination of this Authority, and after payment or provision for payment of all debts and liabilities, the assets of this Authority shall be distributed to the Members of the Authority. If for any reason the Members are unable or unwilling to accept the assets of the Authority, said assets will be distributed to the. Federal Government or to a state or local government for public purposes; or to a nonprofit fund, foundation, or corporation which is organized and operated for charitable purposes. ARTICLE VI GENERAL PROVISIONS Section 1. Payment for Money, Signatures. 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 Authority and any and all securities owned by or held by the Authority requiring signature for transfer shall be signed or endorsed by the Treasurer or his designee. Section 2. Execution of Contracts. The Board, except as in the Agreement or in the By-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 or on behalf of the Authority and such authority may be general or confined to specific instances and unless so authorized by the Board, no officer, agent or employee shall have any power or authority to bind the Authority by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount. Section 3. Construction of Public Capital Improvements. The Board shall cause Public Capital Improvements to be acquired and constructed pursuant to contracts awarded competitively or on a negotiated basis, whichever the Board determines is in the best interests of the Authority, which determination shall be final and incontestable. Section 4. Fiscal year. The fiscal year of the Authority 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 5. Amendment of By-laws. These By-laws may be amended at any time and from time to time by majority vote of the Board. /1 -5-