HomeMy WebLinkAboutCDC/2011-08
(NOTE: COMPANION RESOLUTIONS 2011-47,
CDC/2011-9, CDC/2011-10, CDC/2011-11)
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RESOLUTION NO. CDC/2011-8
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF
THE CITY OF SAN BERNARDINO APPROVING THE APPOINTMENT OF
CERT AIN MEMBERS TO THE SAN BERNARDINO ECONOMIC
DEVELOPMENT CORPORATION
WHEREAS, the San Bernardino Economic Development Corporation (the "SBEDC"),
6 initially incorporated as the Economic Development Council, was formed pursuant to the non-profit
7 corporation laws of the State of California, and currently exists for the purposes of assisting in the
8 implementation of various redevelopment initiatives within the City of San Bernardino (the "City")
9 and to undertake such other activities, programs and projects of the Agency and the City as are then
10 deemed advisable by SBEDC through its board of directors (the "Board"); and
11 WHEREAS, the SBEDC bylaws have been duly amended (the "Bylaws") incorporating
12 various changes as are applicable to the SBEDC and to incorporate other updates, including changes
13 to the composition of the SBEDC Board; and
14 WHEREAS, the SBEDC Board as provided in the Bylaws shall be comprised of six (6)
15 voting directors; three (3) to be appointed by the Commission and the remaining three (3) to be
16 appointed by the official actions of the following for one (1) Board member each by: (i) the Board
17 of Education of the San Bernardino City Unified School District for an elected Board member of the
18 school district residing within the City, (ii) the Board of Supervisors of the County of San
19 Bernardino for a County Supervisor having any portion of their supervisorial district located within
20 the City regardless of residency of such Supervisor, and (iii) the Board of Directors of the San
21 Bernardino Chamber of Commerce of an elected members of such Board of Directors residing
22 within the City; and
23 WHEREAS, the SBEDC shall function initially with three (3) Commission members acting
24 as the Board until such time as the specified entities have duly appointed their representatives to
25 serve on the SBEDC Board; and
26 WHEREAS, it is necessary at this time to undertake the appointment of the three (3)
27 members of the Community Development Commission as appointed members to the Board of the
28 SBEDC; and
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1 WHEREAS, the SBEDC intends to enter into a Reimbursement and Project Implementation
2 Agreement (the "Reimbursement Agreement") with the City for the purpose of assisting the City in
3 the implementation and undertaking of various City Public Works Projects; and
4 WHEREAS, the Agency intends to enter into a certain Project Funding Agreement with the
5 SBEDC (the "Funding Agreement") whereby the Agency will duly assign and set over to the
6 SBEDC certain current and future tax increment revenues of the Agency for the purposes of
7 restructuring the manner in which the Agency, through the SBEDC, conducts its governmental
8 functions as a community redevelopment agency pursuant to the Community Redevelopment Law,
9 found at Health & Safety Code Section 33000, et seq. (the "CRL"), and for the purposes of having
10 the SBEDC, rather than the Agency, undertake and implement certain redevelopment related
11 projects and other Agency designated public works projects in a more efficient and expeditious
12 manner than can be accomplished through operational and management structure utilizing solely the
13 Agency resources for the undertaking and implementation of all such projects; and
14 WHEREAS, the adoption of this Resolution is necessary and desirable to complete the
15 implementation of certain redevelopment related projects and designated public works of both the
16 City and the Agency.
17 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE
18 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS
19 FOLLOWS:
20 Section 1. This Commission hereby moves to appoint and approves the appointment of
Councilmember Brinker
21 Councilmember JohnsoJ;1 and Mayor Morris to serve on the
22 Board of the SBEDC until such time as either (i) this Commission votes to change the appointments
23 to the Board of the SBEDC or (ii) such members of this Commission as herein appointed are no
24 longer serving as a member of this Commission.
25 Section 2. This Resolution shall take shall take effect from and after the date of adoption by
26 this Commission.
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RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF
THE CITY OF SAN BERNARDINO APPROVING THE APPOINTMENT OF
CERTAIN MEMBERS TO THE SAN BERNARDINO ECONOMIC
DEVELOPMENT CORPORATION
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community
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Development Commission of the City of San Bernardino at a j oint special
meeting
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thereof, held on the 3rd
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Commission Members:
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MARQUEZ
9 VACANT
10 BRINKER
11 SHORETT
12 KELLEY
13 JOHNSON
14 MC CAMMACK
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day of March
, 2011, by the following vote to wit:
Ayes
X
Nays
Abstain
Absent
X
X
X
X
X
~
Secretary.
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18 The foregoing Resolution is hereby approved this 977-1 day of March
, 2011.
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Approved as to Form:
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25 By: 0~4 vfj
Agenc o~#l/--
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b~ ..iL~~
. Rikke Van Johnson, Vice Chairperson
Community Development Commission
of the City of San Bernardino
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BYLA WS
OF THE
SAN BERNARDINO ECONOMIC DEVELOPMENT CORPORATION, INC.
a California Nonprofit Public Benefit Corporation
History of Actions Taken
Related to Bvlaws
Date
Bylaws Adopted
September 4, 2009
Amendment
March _,2011
CDC/2011-8
BYLAWS OF THE
ECONOMIC DEVELOPMENT CORPORATION, INC.
TABLE OF CONTENTS
Page
ARTICLE NAME AND CORPORATE OFFICES ...................................................................... 1
1 . 1 NAME ................................................................................................................. 1
1.2
PRINCIPAL OFFICE..............................................................
.......... 1
1.3 OTHER OFFICES............................................................... ............................1
1 .4 P URP 0 S E S ........................................................................ .. .. .. .. .. .. . . . . .. .. .. . . . . . .. 1
ARTICLE II DIRECTORS............................ ............. .............. .... ............................................2
2.1 GENERAL POWERS........... .............. ............ ....................................................2
2.2
SPECIFIC POWERS..........................
^'
. .. .. . . .. .. .. .. . .. .. .. . .. . . . . .. .. .. .. .. .. .. .. . . . . . . . . . .. . .. -)
2.3 NUMBER OF DIRECTORS ......;... .....................................................................4
2.4 RESTRICTIONS ON INTERESTED PERSONS AS DIRECTORS ................. 4
2.5 ELECTION AND TERMOF OFFICE OF DIRECTORS.................................. 4
2.6 RESIGNATION AND VACANCIES................................................................. 5
2.7 PLACE OF MEETINGS; MEETINGS BY TELEPHONE ................................ 5
2.8 REGULAR MEETINGS..................... ......................... ....................................... 5
2.9 [ RESERVED J.................... ................... .............................................................6
2. 1 0 OU 0 RUM........................................................................................................... 6
2.11 WAIVER OF NOTICE ....................................................................................... 6
2.12 ADJOURNMENT............................................................................................... 6
2.13 NOTICE OF ADJOURNED MEETING ............................................................ 6
2.14 ACTION BY WRITTEN CONSENT WITHOUT A MEETING ...................... 6
2.15 FEES AND COMPENSATION OF DIRECTORS AND
REIMBURSEMENT ......................................... Error! Bookmark not defined.
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ARTICLE III COMMITTEES ....... ........ ... ..... ...... .................. ........................................................7
3.1 COMMITTEES OF DIRECTORS......................................................................7
3.2 MEETINGS AND ACTION OF COMMITTEES .............................................. 7
AR TI CLE IV 0 FFI CERS .............................................................................................................. 8
4.1
o FFI C ERS ..........................................................................................
........ 8
4.2
ELECTION OR APPOINTMENT OF OFFICERS ................
.....................8
4.3 SUBORDINATE OFFICERS ........................................... ..........i.................. 8
4.4 REMOV AL AND RESIGNATION OF OFFICERS .......................................... 8
4.5 VACANCIES IN OFFICES ................................i........ .................................8
4.7
PRESIDENT................ .......................
............. ....................................9
4.8 V ICE PRE SID ENT ............................................................................................. 9
4.9
SECRETARy......... ...... ......
.. .. .. .. . . . .. .. .. . .. .. . .. . . .. .. .. .. . .. . .. . .. . .. . . . . . . . .. ... 9
4.10 TREASURER.................. ...... .......................... ....................................................9
4.11 DEPOSIT AND DISBURSEMENT ................................................................. 10
4.12 BOND ...... ........ ......................................................................................... 10
ARTICLE V INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
AND OTHER AGENTS........................................... ........................................................ 10
5.1 INDEMNIFICATION .......................................................................................10
5.2 APPROVAL OF INDEMNITy........................................................................ 10
5.3 PAYMENT OF EXPENSES IN ADVANCE ................................................... 11
5.4 INSURANCE INDEMNIFICATION ...............................................................11
5.5 AMENDMENT, REPEAL OR MODIFICATION ...........................................11
ARTICLE VI RECORDS AND REPORTS ................................................................................ 11
6.1 RECORDS; INSPECTION BY DIRECTORS ................................................. 11
6.2 ANNUAL REPORT.......................................................................................... 11
6.3 ANNUAL STATEMENT .................................................................................12
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6.4 REPORTS TO SECRETARY OF STATE .......................................................12
ARTICLE VII GENERAL MATTERS ....................................................................................... 13
7.1 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS............................. 13
7.2 CORPORATE CONTRACTS AND INSTRUMENTS;
HOW EXECUTED............................................. ......................... ..................... 13
7.3 CONSTRUCTION; DEFINITIONS ..... .......... ........ .......... .......... ........ .......... 13
AR TI CLE VIII AMENDMENTS............................................................... ....
................13
AMENDMENT BY DIRECTORS................... ................. ....... ...... .......
.................. 13
8.1 AMENDMENT BY DIRECTORS............................... ......................
8.2 RECORD OF AMENDMENTS ......................... .......................................... 14
ARTICLE IX INTERPRETATION ................................. ........................................................ 14
9.1 AMENDMENTS TO LAW.............................................................................. 14
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BYLA WS
OF THE
SAN BERNARDINO ECONOMIC DEVELOPMENT CORPORATION, INC.
ARTICLE I
NAME AND CORPORATE OFFICES
1.1 NAME
The name of this corporation is the SAN BERNARDINO ECONOMIC
DEVELOPMENT CORPORATION, INC. (the "Corporation").
1.2 PRINCIPAL OFFICE
The principal office for the transaction of the activities and affairs of the Corporation (the
"Principal Office") shall be 201 North "E" Street, Third Floor, San Bernardino, California
92401. The Board may change the Principal Office from one location to another. Any change of
location of the Principal Office shall be noted by the Secretary on these Bylaws opposite this
section or this section may be amended to state the new location.
1.3 OTHER OFFICES
The Board may at any time establish branch or subordinate offices at any place or places
where the Corporation is qualified to conduct its activities.
1.4 PURPOSES
A. This corporation is a nonprofit public benefit corporation and is not organized for
the private gain of any person. It is organized for public purposes within the meaning of the
Nonprofit Public Benefit Corporation Law (codified at California Corporations Code Sections
5110 et seq.), as amended from time to time, and is organized and operated exclusively for
charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of
1986, as amended, or the corresponding provisions of any subsequent federal tax laws (the
"Code").
B. This Corporation is formed for the purpose of lessening governmental burdens by
providing assistance to the Redevelopment Agency of the City of San Bernardino (the
"Agency") in its efforts to promote the green development and redevelopment and to implement
other financings and projects that may be requested by the Agency to be undertaken by the
Corporation within the municipal boundaries of the City of San Bernardino but only to the extent
that such purposes constitute exclusively charitable, scientific and educational purposes within
the meaning of Sections 501(c)(3), 170(c)(2)(B), 2055(a)(2) and 2522(a)(2) of the Code.
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C. In its exercise of the above purpose, the Corporation shall have the following
powers, subject to those limitations set forth in these Bylaws:
(1) To enter into, perform and carry out contracts of any kind necessary to, or
in connection with, or incidental to, the accomplishment of the purposes of the
Corporation;
(2) To borrow money and to issue evidences of indebtedness and to secure the
same in furtherance of any or all of the purposes of the Corporation;
(3) To receive and maintain a fund or funds, real or personal prop~rty, or both,
and, subject to the restrictions and limitations hereinafter set forth, to use and apply the
whole or any part of the income therefrom and the principal thereof exclusively for
charitable, religious, scientific, literary or educational purposes. either directly or by
contributions to organizations that qualify as exempt organiz(ltions under Section
501 (c )(3) of the Code and its Regulations as they now exist or as they may hereafter be
amended; and
(4) The Corporation shall have the power to do and perform all things
whatsoever set out in this Article I and necessary or incidental to the accomplishment of
said purposes;
provided, however, that notwithstanding any provisions of these Bylaws, the Corporation shall
not conduct or carryon any activities not permitted to be conducted or carried on by an
organization exempt from federal taxation under Section 501(c)(3) of the Code or by an
organization, contributions to whichar~deductible under Section 170( c )(2) of the Code.
ARTICLE II
DIRECTORS
2.1 GENERAL POWERS
Subject to the provisions of the California Nonprofit Public Benefit Corporation Law and
any other applicable laws and to any limitations in the Articles of Incorporation and these
Bylaws, the business and affairs of the Corporation shall be managed and all corporate powers
shall be exercised by or under direction of the Board of Directors (the "Board"). The Board may
delegate the management of the day-to-day operation of the business of the Corporation to a
management company or other person provided that the business and affairs of the Corporation
shall be managed and all corporate powers shall be exercised under the ultimate direction of the
Board.
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2.2 SPECIFIC POWERS
Without prejudice to the general powers set forth in Section 2.1 of these Bylaws, but
subject to the same limitations, the directors of the Corporation shall have the power to:
(a) Appoint and remove at the pleasure of the Board, all of the Corporation's
officers, agents and employees; prescribe powers and duties for them that are consistent
with the law, with the Articles of Incorporation and with these Bylaws.
(b) Change the Principal Office or principal place of business office in
California from one location to another; cause the Corporation to beqml.lifiedtoconduct
its activities in any other state, territory, dependency or country and conduct its activities
within or outside California.
(c) Assume obligations, enter into contracts, borrow money and incur
indebtedness on behalf of the Corporation and cause to be executed and delivered for the
corporate purposes, in the corporate name, promissory notes, bonds, debentures, deeds of
trust, mortgages, pledges, hypothecation, and other evidences of debt and securities.
(d) Acquire, mortgage, encumber, hold title to, pledge, sell, release, or
otherwise dispose of real or personal property and interests therein when and upon such
terms as the Board determines to be in the best interest of the Corporation.
(e) Facilitate any merger, consolidation, liquidation, plan of exchange,
acquisition of stock, or the reorganization or transfer of a substantial portion of the assets
of the Corporation.
(f) Amend the Articles of Incorporation or these Bylaws.
(g) Adopt operating and capital budgets and authorize expenditures outside of
such budgets.
(h) Approve and amend the Corporation's business and strategic plans.
(i) Create corporate subsidiaries and/or establish corporate joint ventures.
G) Acquire shares of or any interest in any corporation or other legal entity or
business enterprise, or create any partnership or other legal entity which the Corporation
is or will be a partner, shareholder or member of similar participant.
(k) Change or reorganize the Corporation into any other legal form.
(I) Establish or participate in any noncorporate joint venture.
Exercise of any or all of the above powers by the Board is subject to its limitation to enter
into any action that would adversely affect the tax-exempt status of the Corporation.
"
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2.3 NUMBER OF DIRECTORS
The authorized number of directors of the Corporation shall be six (6). Three (3)
directors shall be residents of the City of San Bernardino or as otherwise qualified and selected
in the manner set forth in Section 2.5(a) and three (3) directors shall be members of the
Community Development Commission of the City of San Bernardino. or any successor board or
agency. elected in the manner set forth in Section 2.5(b).
No reduction of the authorized number of directors shall have the effect of removing any
director before that director's term of office expires.
2.4 CONFLICTS OF INTEREST; OTHER APPLICABLE CALIFORNIA LAWS
The disclosure by directors of all conflicts of interest shall be consistent with those requirements
applicable to municipal corporations pursuant to California law. AILprovisions of California law
with respect to municipal corporations and the conduct of business and the<activities of elected
and appointed officials serving on the governing bodies of governmental agencies shall be
applicable to the Corporation and the Board, including, but not limited to, the Ralph M. Brown
Act of the State of California (the "Brown Act") (Government Code Section 54950, et seq.), the
Public Records Act (Government Code Section __,et seq.), the Political Reform Act
(Government Code Section 87000, et seq.). the conf1ic! of interest provisions of Government
Code Section 1090, et seq., the prevailing wage requirements for public works projects (Labor
Code Section 1770, et seq.).
2.5 SELECTION AND TERM OF OFFICE OF DIRECTORS
a. Directors Selected by Certain Entities. Three (3) members of the Board shall be
appointed by the Commission as. set forth in Section 2.3 and in subsection b. below and the
remaining three (3) members of the Board shall be appointed by the official actions of the
following entities for one (1) Board member each by: (i) the Board of Education of the San
Bernardino City Unified School District for an elected member of such Board of Education who
resides within the City of San Bernardino, (ii) the Board of Supervisors of the County of San
Bernardino to appoint a County Supervisor having any portion of the City of San Bernardino
within their supervisorial district regardless of residency of such appointed County Supervisor.
and (iii) the Board of Directors of the San Bernardino Chamber of Commerce to appoint one
elected member of said Board of Directors residing within the City of San Bernardino. The
initial Board of the Corporation be the three (3) individuals selected by the Commission to serve
as · members of the Board until each of the specified entities has duly appointed their
representatives to serve on the Board of the Corporation. The individuals appointed pursuant to
this subsection a. must comply with the following qualifications as applicable to each appointed
individual: (i) be an elected member of the Board of the San Bernardino City Unified School
District residing within the City of San Bernardino, (ii) be a member of the Board of Supervisors
of the County of San Bernardino having any portion of the City within their supervisorial district
and (iii) be an elected Board member of the San Bernardino Chamber of Commerce residing
within the City. Until such time as one (l) or more of the three (3) appointed representatives
appointed by the entities described in items (i), (ii) and (iii) or the preceding sentence, other than
those appointed by the Commission, have been duly appointed to serve on the Board of the
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Corporation, a majority of the three (3) individuals appointed by the Commission shall constitute
a quorum for all actions of the Board and for which a majority of the quorum is then present
shall be required for the approval of all actions of the Board. If and when the previoLlsly
identified entities appoint individuals to serve of the Board, the quorum requirement shall be
increased so that a quorum shall always be a majority of the Board members appointed and
servicing for which a majority of the quorum shall be required for the adoption and approval of
all actions of the Board.
b. Directors Elected bv the Community Development Commission. The Community
Development Commission of the City of San Bernardino, or any successor boardot agency, shall
elect three (3) of its members to serve as directors. Said directors shall hold. office until the
expiration of the term for which elected and until a successor has been elected and qualified.
except in the case of the death, resignation, or removal of such a director.
2.6 RESIGNATION AND VACANCIES
Any director may resign effective upon giving oral or written notice to the President. the
Secretary or the Board, unless the notice specifies a later time for the effectiveness of sLlch
resignation. Except on notice to the Attorney General of the State of California, no director may
resign if the Corporation would be left without a duly elected director or directors.
Vacancies on the Board may be filled in accordance with the applicable process for the
election of directors as set forth in Section 2.5 for the remaining term of the vacant office.
A vacancy or vacancies in the Board shall be deemed to exist (i) in the event of the death.
resignation or removal of any director, (ii) ifthe Board by resolution declares vacant the office of
a director who has been declared of unsound mind by an order of court or convicted of a felony
or (iii) if the authorized number of directors is increased.
2.7 PLACE OF MEETINGS
Regular meetings of the Board may be held at any place within the City of San
Bernardino which has been designated from time to time by resolution of the Board. In the
absence of such a designation, regular meetings shall be held at the Principal Office of the
Corporation. Special meetings of the Board may be held at any place within the City of San
Bernardino which has been designated in the notice of the meeting or, if not stated in the notice
or ifthere is no notice, at the Principal Office of the Corporation.
2.8 CONDUCT OF MEETINGS
All regular and special meetings of the Board shall be held and conducted, and with
notice provided, all as required pursuant to the Brown Act, and the time and place of such
regular meetings shall be fixed by the Board. The City Attorney shall be entitled to attend all
such meetings at which members of the Mayor and Common Council are in attendance as
directors of the Corporation.
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2.9 [ RESERVED 1
2.10 QUORUM
As further provided in Section 2.5.a., a majority of the authorized and duly appointed
number of directors shall constitute a quorum for the transaction of business, except to adjourn as
provided in Section 2.12 of 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 present shall be considered as
the act of the Board, subject to the provisions of the California Nonprofit Public Benefit
Corporation Law, the Articles of Incorporation and other applicable law, including without
limitation, those provisions relating to (i) approval of contracts or transactions in which a
director has a direct or indirect material financial interest; (ii) approval of ce.rtain transactions
between corporations having common directorships; (iii) creation and appointment of
committees; (iv) indemnification of directors; and (v) the Political Reform Act; and (vi) the
Brown Act.
A meeting at which a quorum is initially present may not continue to transact business
and may only adjourn the meeting to a subsequent date and time.
2.11 WAIVER OF NOTICE
Notice of a meeting need not be given to any director who signs a waiver of notice or a
consent to holding the meeting or who attends the meeting without protesting the lack of notice
to such director prior to the meeting or .at its commencement. All such waivers, consents, and
approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
2.12 ADJOURNMENT
A majority of the directors present, whether or not a quorum is present, may adjourn any
meeting to another time and place, and in the event no directors are then present, the Secretary of
the Corporation or a duly authorized representative may adjourn the meeting from time to time
until a quorum is present in conformity with the Brown Act.
2.1.3 NOTICE OF ADJOURNED REGULAR MEETING
If a regular meeting is adjourned, notice of any adjournment to another time and place
shall be given as soon as practicable after the adjournment has been determined, to the directors
who were not present at the time of the adjournment.
2.14 NO ACTION BY WRITTEN CONSENT
No action required or permitted to be taken by the Board may be taken without the
conduct of an officially noticed and duly conduced meeting of the Board.
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ARTICLE III
COMMITTEES
3.1 COMMITTEES OF DIRECTORS
The Board may, by resolution adopted by a majorIty of the authorized number of
directors, designate one or more committees, each consisting of two (2) or more directors, to
serve at the pleasure of the Board. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent member at any meeting of the
committee. The appointment of members or alternate members of a committee requires the vote
of a majority of the authorized number of directors. Any such committee shall have authority to
act in the manner and to the extent provided in the resolution of the Board and may have all of
the authority of the Board, except with respect to:
(a) The filing of vacancies on the Board or in any committee.
(b) The fixing of compensation of the directors for serving on the Board or on
any committee.
(c) The amendment or repeal of these Bylaws or the adoption of new Bylaws.
(d) The amendment or repeal of any resolution of the Board which by its
express terms is not so amendable or repealable.
(e) The expending. of corporate funds to support a nominee for director after
more people have been nominated for director than can be elected;
(f) The creation of any other committees of the Board or the appointment of
members thereof.
(g) The approval of any contract or transaction to which the Corporation is a
party and in which one or more of its directors has a material financial interest, except as
special approval is provided for in Section 5233(d)(3) of the California Corporations
Code.
3.2 MEETINGS AND ACTION OF COMMITTEES
Meetings and actions of committees shall be governed by, and held and taken in
accordance with, the provisions of the Brown Act and Article II of these Bylaws, Section 2.7
(place of meetings), Section 2.8 (regular meetings), Section 2.9 (special meetings and notice).
Section 2.10 (quorum), Section 2.11 (waiver of notice), Section 2.12 (adjournment), Section 2.13
(notice of adjourned meetings), and Section 2.14 (no action without a meeting), with such
changes in the context of those Bylaws as are necessary to substitute the committee and its
members for the Board and its members; provided, however, that the time of regular meetings of
committees may be determined either by resolution of the Board or by resolution of the
committee, that special meetings of committees may also be called by resolution of the Board.
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and that notice of special meetings of committees shall also be given to all alternate members.
who shall have the right to attend all meetings of the committee. The Board may adopt rules for
the government of any committee not inconsistent with the provisions of these Bylaws.
ARTICLE IV
OFFICERS
4.1 OFFICERS
The officers of the Corporation shall be a President, Vice-President, S~cretary and
Treasurer. Any number of offices may be held by the same person except that neither the
Secretary nor the Treasurer may serve concurrently as President.
4.2 ELECTION OR APPOINTMENT OF OFFICERS
The officers of the Corporation, except such officers as may be appointed in accordance
with the provisions of Section 4.3 or Section 4.5 of these Bylaws, shall be chosen by the Board
and shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any
contract of employment.
4.3 SUBORDINATE OFFICERS
The Board may appoint, or may empower the President to appoint, such other officers as
the business of the Corporation 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
may from time to time determine.
4.4 REMOV AL AND RESIGNATION OF OFFICERS
All officers serve at the pleasure of the Board and any officer may be removed. either
with or without cause, by the Board at any regular or special meeting of the Board or, except in
the case of an officer chosen by the Board, by any officer upon whom such power of removal
may be conferred by the Board.
Any officer may resign at any time by giving written notice to the Corporation. Any
resignation shall take effect at the date of the receipt of that notice or at any later time specitied
in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation
shall not be necessary to make it effective. Any resignation is without prejudice to the rights. if
any, of the Corporation under any contract to which the officer is a party.
4.5 V ACANCIES IN OFFICES
A vacancy in any office because of death, resignation, removal, disqualification or any
other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to
that office.
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4.6 [RESERVED]
4.7 PRESIDENT
The President shall be the Chief Executive Officer of the Corporation and shall, subject
to the control of the Board, have general supervision, direction, and control of the business and
the officers of the Corporation. The President shall preside at all meetings of the Board. The
President shall have the general powers and duties of management usually vested in the office of
President of a corporation, and shall have such other powers and duties as may be..prescribed by
the Board or these Bylaws.
4.8 VICE PRESIDENT
In the absence or disability of the President, the Vice President, ifany, shall perform all
the duties of the President and when so acting shall have all the powers of, and be subject to all
the restrictions upon, the President. The Vice Presidents shaH have such other powers and
perform such other duties as from time to time may be prescribed for them respectively by the
Board, these Bylaws, or the President.
4.9 SECRETARY
The Secretary, or Assistant Secretary if such officer is so appointed, shall keep or cause
to be kept, at the Principal Office of the Corporation or such other place as the Board may direct.
a book of minutes of all meetings and actions of directors and committees of directors. The
minutes shall show the time and place of each meeting, whether regular or special (and, if
special, how authorized and the notice given), the names of those present at directors' meetings
or committee meetings, and the proceedings thereof.
The Secretary or Assistant Secretary shall give, or cause to be given, notice of all
meetings of the Board required to be given by law or by these Bylaws. The Secretary or
Assistant Secretary shall keep the seal of the Corporation, if one be adopted, in safe custody and
shall have such other powers and perform such other duties as may be prescribed by the Board or
by these Bylaws.
4.1 0 TREASURER
The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and
correct books and records of accounts of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses.
capital and retained earnings. The Treasurer shall send or cause to be given to the directors such
financial statements and reports as are required to be given by law, by these Bylaws, or by the
Board. The books of account shall at all reasonable times be open to inspection by any director.
The Treasurer shall deposit all money and other valuables in the name and to the credit of
the Corporation with such depositaries as may be designated by the Board. The Treasurer shall
disburse the funds of the Corporation as may be ordered by the Board, shall render to the
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President and directors, whenever they request it, an account of all of his or her transactions as
Treasurer and of the financial condition of the Corporation, and shall have such other powers and
perform such other duties as may be prescribed by the Board or these Bylaws.
4.11 DEPOSIT AND DISBURSEMENT
The Treasurer shall deposit, or cause to be deposited, all money and other valuables in
the name and to the credit of the Corporation with such depositories as the Board maydesignate.
shall disburse the Corporation's funds as the Board may order, shall render to the President and
directors, when requested, an account of all transactions as Treasurer and of the financial
condition of the Corporation, and shall have such other powers and perform such other duties as
the Board or the Bylaws may prescribe.
4.12 BOND
If required by the Board, the Treasurer shall give theCotporation a bond in the amount
and with the surety or sureties specified by the Board for faithful performance of the duties of the
office and for restoration to the Corporation of all of its. books, papers, vouchers, money, and
other property of every kind in the possession or under the control of the Treasurer on his or her
death, resignation, retirement or removal from office.
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
AND OTHER AGENTS
5.1 INDEMNIFICATION
To the fullest extent permitted by law, this Corporation shall indemnify its directors.
officers, employees and other persons described in Section 5238(a) of the California
Corporations Code,. including persons formerly occupying any such positions, against all
expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by
them in connection with any "proceeding," as that term is used in that section of the California
Corporations Code and including an action by or in the right of the Corporation, by reason of the
fact that such person is or was a person described by that Section. "Expenses," as used in this
Bylaw, shall have the same meaning as in Section 5238(a) of the California Corporations Code.
5.2 APPROV AL OF INDEMNITY
On written request to the Board by any person seeking indemnification, the Board shall
promptly determine under Section 5238(e) of the California Corporations Code whether the
standard of conduct set forth in Sections 523 8(b) and (c) have been met and, if it has, the Board
shall authorize indemnification.
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5.3 PAYMENT OF EXPENSES IN ADVANCE
To the fullest extent permitted by law and except as otherwise determined by the Board,
expenses and attorneys' fees incurred by any persons described in Section 5.1 in defending any
civil or criminal action or proceeding for which indemnification is required pursuant to
Section 5.1, or if otherwise authorized by the Board, shall be paid by the Corporation in advance
of the final disposition of such action or proceeding upon receipt of an undertaking by or on
behalf of the indemnified party to repay such amount if it shall ultimately be determined that the
indemnifIed party is not entitled to be indemnified for those expenses.
5.4 INSURANCE INDEMNIFICA nON
The Corporation shall have the power to purchase and maintain insurance. on behalf of
any person who is or was a director, officer, employee or agent of the Corporation against any
liability asserted against or incurred by such person in such capacity or arising out of that
person's status as such.
5.5 AMENDMENT, REPEAL OR MODIFICA nON
Any amendment, repeal or modification of any provision of this Article V shall not
adversely affect any right or protection of a director or agent of the Corporation existing at the
time of such amendment, repeal or modification.
ARTICLE VI
RECORDS AND REPORTS
6.1 RECORDS; INSPECTION BY DIRECTORS
The Corporation shall keep adequate and correct books of records of account and written
minutes of the proceedings of its Board and committees of the Board. Every director shall have
the absolute right at any reasonable time to inspect and copy all books, records, and documents
of every kind and to inspect the physical properties of the Corporation. Such inspection by a
director may be made in person or by an agent or attorney and the right of inspection includes the
right to copy and make extracts.
6.2 ANNUAL AUDIT
The Board shall furnish to the directors and make available for public inspection and
distribution not later than one hundred twenty (120) days after the close of the Corporation' s
fIscal year an annual audit conducted by an independent firm of certified public accountants.
The audit shall contain the following information, in appropriate detail, for the fiscal year:
(a) The assets and liabilities, including trust funds, of the Corporation as of
the end of the fiscal year.
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(b) The principal changes in assets and liabilities, including trust funds, during
the fiscal year.
(c) The revenue and receipts of the Corporation, both unrestricted and
restricted to particular purposes, for the fiscal year.
(d) The expenses and disbursements of the Corporation, for both general and
restricted purposes, during the fiscal year.
(e) Any information required by Section 6.3 of these Bylaws.
Any other information required by generally accepted accounting principles and
governmental accounting requirements.
The annual audit shall be accompanied by any report on it of independent certified public
accountants or making recommendations and reviews of management and other procedures of
the Corporation.
6.3 ANNUAL STATEMENT
As part of the annual audit to be furnished to the directors and to the public pursuant to
Section 6.2 of these Bylaws, the Board shall furnish to the directors an annual statement of any
transaction or indemnification of the following kinds:
(a) Any transaction (i) in which the Corporation, its parent, or its subsidiary
was a party, (ii) in which an "interested person" had a direct or indirect material interest.
and (iii) which involved more than Fifty Thousand Dollars ($50,000), or was one of a
number of transactions with the same interested person involving, in the aggregate, more
than Fifty Thousand Dollars ($50,000). For the purposes of this section, an "interested
person" is any director or officer of the Corporation or its parent or subsidiary; however,
a mere common directorship shall not be considered a material financial interest.
(b) Any indemnifications or advances aggregating more than Ten Thousand
Dollars ($10,000) paid during the fiscal year to any officer or director of the Corporation
pursuant to Article V of these Bylaws unless such indemnification was previously
approved by the directors under Section 5238(e)(1) of the California Corporations Code.
6.4 REPORTS TO SECRETARY OF STATE
The Board shall cause to be filed with the Secretary of State an annual statement
containing the following information:
(a) The names and addresses of its President, Secretary and Treasurer.
(b) The street address of its Principal Office.
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(c) A designation of an agent for service of process.
The statement shall be filed on the form prescribed by the Secretary of State.
ARTICLE VII
GENERAL MATTERS
7.1 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS
From time to time, the Board shall determine by resolution which person or persons may
sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of
indebtedness that are issued in the name of, or payable to, the Corporation, and only the persons
so authorized shall sign or endorse those instruments.
7.2 CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED
The Board, except as otherwise provided in these Bylaws, may authorize any officer or
officers, or agent or agents, to enter into any contract or execute any instrument in the name of
and on behalf of the Corporation; such authority may be general or confined to specific
instances. Unless so authorized or ratified by the Board or within the agency power of an
officer, 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 for
any amount.
7.3 CONSTRUCTION; DEFINITIONS
Unless the context requires otherwise, the general provisions, rules of construction and
definitions in the California Nonprofit Public Benefit Corporation Law shall govern the
construction of these Bylaws. Without limiting the generality of this provision, the singular
number includes the plural, the plural number includes the singular, and the term "person"
includes both a corporation and a natural person.
ARTICLE VIII
AMENDMENTS
AMENDMENT BY DIRECTORS
Subject to compliance with the provisions of Sections 2.4 and 2.8, the Board may adopt.
amend or repeal these Bylaws except that the Board may not extend the term of a director
beyond that for which the director was designated.
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8.2 RECORD OF AMENDMENTS
Whenever an amendment or new Bylaw is adopted, it shall be copied in the book of
minutes with the original Bylaws. If any Bylaw is repealed, the fact of repeal, with the date of
the meeting at which the repeal was enacted or written consent was filed, shall be stated in said
book.
ARTICLE IX
INTERPRETATION
9.1 AMENDMENTS TO LAW
Reference in these Bylaws to any prOVISIOn of the California Corporations Code.
specifically the Nonprofit Public Benefit Corporation Law, shall be deemed to include all
amendments thereof.
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CERTIFICATE OF ADOPTION Ol~ BYLAWS
OF THE
SAN BERNARDINO ECONOMIC DEVELOPMENT CORPORATION, INC.
I, the undersigned, do hereby certify:
1. That I am the duly elected and President of the ECONOMIC DEVELOPMENT
CORPORATION, INC., a California nonprofit public benefit corporation.
2. That the foregoing Bylaws constitute the Bylaws of said corporation as amended
by the Board of Directors of said corporation on March _' 2011.
IN WITNESS WHEREOF, I have hereunto subscribed my name this _th day of March.
2011.
President
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