HomeMy WebLinkAboutEstablishment of a Huntington Beach Community Foundation - S e
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CITY OF HU TI GTON BEACH
INTERDEPARTMENTAL COMMUNICATION
TO: Honorable Mayor and Members of the City Council
FROM: Jennifer McGrath, City Attorney
DATE: October 11, 2012
SUBJECT: Huntington Beach Community Foundation
The first step is the formation of the Foundation itself as a 501(c)(3) through the Secretary of
State. Either an H-Item or RCA directing staff to spend the staff time and City resources to
do so, is necessary. The draft Articles of Incorporation and bylaws are attached hereto.
Subsequent to creation of the 501(c)(3), City Council can formally approve the HBCF
Resolution_
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Jennifer McGrath
City Attorney
City of Huntington Beach
cc: Fred Wilson, City Manager
Paul Emery,Deputy City Manager
Attachments: Draft Resolution w/attachments(the attached are similar to the bylaws for the
TCF
Ewslf
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RESOLUTION NO. DRAFT
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF HUNTINGTON BEACH APPROVING THE CREATION OF
THE COMMUNITY FOUNDATION
WHEREAS,the City Council of the City of Huntington Beach desires to create a non-
profit corporation to raise funds for various community projects and services that benefit the
community; and
This corporation will be known as the Huntington Beach Community Foundation
("HBCF"); and
The guiding principles of the HBCF will be as follows:
• Strategic leveraging of public and private resources,
e Financial transparency and accountability of outcome measurements,
• Sustainability of goals through multi-year funding.and the leveraging of in-
kind gifts,
• Creation of relationships that encourage partnerships between nonprofit
organizations and local businesses and corporations,
® Promotion of volunteerism to increase the capacity of nonprofit partners,
® Equity in the geographic distribution of resources,
• Prioritization of funding to organizations that strategically focuses.on positive
change and improvement;
NOW, THEREFORE,the City Council of the City ofHuntington Beach does approve the
creation of the HBCF Articles of Incorporation and Bylaws of the HBCF consistent in form and
substance with Attachments"A and"B"hereto. The City Manager and City Attorney are
directed to prepare and execute such documents as may be necessary to establish the HBCF.
PASSED AND ADOPTED by the CityCouncil of the City of Huntington Beach at a
regular meeting thereof held on the day of a 20
- Mayor
REVIEWED AND APPROVED: APPROVED AS TO FORM:
City,Manager City Attorney
INITIATED AND APPROVED:
City Manager
12-3480/84581 Page l of 1
ww"'RAFT
ARTICLES OF INCORPORATION OF THE
CITY OF HUN TINGTON BEACH COMMUNITY FOUNDATION
a California nonprofit public benefit corporation
These Amended and Restated Articles of Incorporation supersede and entirely replace all
previously adopted and filed Articles of Incorporation of the Corporation.
ARTICLE I.
The name of the corporation is: THE CITY OF HUNTINGTON BEACH COMMUNITY
FOUNDATION
ARTICLE H.
A. The corporation is a nonprofit public benefit corporation and is not organized for
the private gain of any person. It is organized under the California Nonprofit Public Benefit
Corporation Law for public and charitable purposes.
B. The primary purpose ofthe corporation is to promote and advance philanthropy in
the community of City of Huntington Beach in order to support nonprofit organizations and
public institutions which effectively address the needs o!`the community. Additionally,the
corporation may engage in any activities that are reasonably related to or in furtherance of its
statedl charitable purposes, or in any other charitable activities.
C. This corporation is organized exclusively for public benefit and charitable
purposes within the meaning of-Internal Revenue Code section'501(c)(3)or the corresponding
provision of any future United States internal revenue law. Despite any other provision in these
articles,the corporation shall not, except to an insubstantial degree, engage in any activities or
exercise any powers that do not further the purposes of this corporation, and the corporation shall
not carry on any other activities not permitted to be carried on by (a)a corporation exempt from
federal income tax under Internal Revenue Code section 501(c)(3)or the corresponding
provision of any future United States internal revenue law, or(b) a corporation, contributions to
which are deductible under Internal Revenue Code section 170(c)(2)or the corresponding
provision of any future United States internal revenue law. D. In furtherance of its purposes,the
corporation shall have all the general powers enumerated in Sections 5140 and 5141 of the
California Nonprofit Public Benefit Corporation Law, as now in effect or as may hereafter be
amended,together with the power to solicit grants and contributions for such purposes.
ARTICLE 111.
A. No substantial part of the activities of the corporation shall consist of carrying on
propaganda,or otherwise attempting to influence legislation, (except as otherwise permitted by
Section 501 (h)of the Code and in any corresponding laws in the State of California), and the
corporation shall not participate in or intervene in any political campaign(including the
publishing or distribution of statements)on behalf of; or in opposition to, any candidate for
public office.
B. During such period,or periods, of time, if any, as the corporation is treated as a
"private foundation"pursuant to Section 509 of the Code,the directors must distribute the
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corporation's income at such time and in such manner so as not to subject the corporation to tax
under Section 4942 of the Code, and the corporation is prohibited from engaging in any act of
self-dealing(as defined in Section 4941(d)of the Code),from retaining any excess business
holdings(as defined in Section 4943(c) of the Code)which would subject the corporation to tax
under Section 4943 of the Code,from making any investments or otherwise acquiring assets in
such manner so as to subject the corporation to tax under Section 4944 of the Code if the
directors have acquired such assets, and from making any taxable expenditures(as defined in
Section 4945(d)of the Code).
C. Notwithstanding any other provision of these Articles of Incorporation, the
corporation shall not directly or indirectly carry on any other activity which would prevent it
from obtaining exemption-from frederal income taxation as a corporation described in Section
501(c)(3)of the Code,or cause it to lose such exempt status,or carry on any activity not
permitted to be carried on by a corporation, contributions to which are deductible under Section
170(c)(2)of the Code.
ARTICLE IV.
The property of the corporation is irrevocably dedicated to charitable purposes and no
part of the net income or assets of this corporation shall ever inure to the benefit of any director,
officer,or member thereof or to the benefit of any private person. Upon the dissolution or
winding up of the corporation, its assets remaining after payment, or provision for payment, of
all debts and liabilities of the corporation shall be distributed to a nonprofit fund,foundation, or
corporation which is organized and operated exclusively for charitable purposes and which has
established its tax exempt status under Section 501(c)(3)of the Code.
These articles of incorporation has been approved by a majority of the membership of the
City of Huntington Beach City Council.
Each of-the undersigned declares under the penalty of perjury under the laws of the State
of California that the statements in the foregoing certificate are true and correct of his or her own
knowledge, and that this declaration was executed on,'2007, at City of Huntington Beach,
California.
President
Secretary
R A F T
BYLAWS'OF THE CITY OF HUNTINGTON BEACH COMMUNITY FOUNDATION
These Amended And Restated Bylaws of The City of Huntington Beach Community
Foundation(hereinafter referred to as the "Bylaws") supercede and entirely replace all previously
adopted versions of the bylaws of the Corporation.
ARTICLE I
NAME
1.1 The name of the Corporation is The City of Huntington Beach Community
Foundation,hereinafter referred to as the"Corporation".
ARTICLE II
PURPOSES
2.1 General Purpose.The general purpose for which this Corporation is organized is
to engage in any lawful act or activity for which a corporation may be organized under the
Nonprofit Public Benefit Corporation 'Law of Cahfbrnia, provided, however, nothing in this
Article 3 shall be construed to authorize this Corporation to carry on any activity for the profit of
its officers,Directors or other persons or to distribute any gains, profits or dividends to any of its
officers,Directors, or other persons as such. Furthermore, nothing in this Article shall be
construed as allowing the Corporation to engage in any activity forbidden under Section
501(c)(3)of the Internal Revenue Code.
2.2. Specific Purpose. The specific purpose for this Corporation shall include,without
limitation, is to promote and advance philanthropy in the community of City of Huntington
Beach in order to support nonprofit organizations and public institutions which effectively
address the needs of the community. Additionally, the Corporation may engage in any activities
that are reasonably related to or in furtherance of its stated charitable purposes, or in any other
charitable activities.
2.3 Public Purpose. This Corporation has been formed under the California Nonprofit
Public Benefit Corporation Law for the public purposes described above,and it shall be
nonprofit and nonpartisan.No substantial part of the activities of the Corporation shall consist of
the publication or dissemination of materials with the purpose of attempting to influence
legislation, and the Corporation shall not participate or intervene in any political campaign on
behalf of any candidate for public office or for or against any cause or measure being submitted
to the people for a vote.
2.4 Prohibited Activities. The Corporation shall not,except in any insubstantial
degree, engage in any activities or exercise any powers that are not in furtherance of the purposes
described above in Section 2.1
ARTICLE III
DRFT
PRINCIPAL OFFICE A
3.1 Principal Office. The principal office for the transaction of the activities and
affairs of the Corporation("Principal Office")is fixed and located in Orange County, California.
The Board of Directors('Board")may at any time or from time to time change the location of
the Principal Office from one location to another. The Secretary shall note any change of
location of the Principal Office on these Bylaws opposite this Section, or,in the alternative,this
Section may be amended to state the new location. 3.2 Other Offices_ The Board may at any time
or from time to time establish branch or subordinate offices at any place or places where the
Corporation is qualified-to conduct its activities. .
ARTICLE IV
MEMBERSHIP
4.1 No Members. This Corporation shall have no members.
4.2 Non-Voti g Members. The Board may adopt policies and procedures for the
admission of associate members or other designated members who shall have no voting rights in
the Corporation. Such associate or other members are not "members" of the Corporation as
defined in Section 5056 of the California Corporations Code or any successor provision.
ARTICLE V
BOARD OF DIRECTORS
5.1 General Corporate Powers. Subject to the provisions and limitations of the
California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject
to any limitations of the Articles of Incorporation or other sections of these Bylaws,the
Corporation's activities and affairs shall be managed, and all corporate powers shall be exercised
by, or under the direction of the Board of Directors_ 5.2 Specific Powers. Without prejudice to
the general powers set forth in Section 5.1,but subject to the same limitations,the Board shall
have the power to:
(a) Appoint and remove, at the pleasure of the Board, all the Corporation's
officers, agents, and employees;prescribe powers and duties for them that are consistent with
law, the Articles of Incorporation, or these Bylaws;and fix their compensation and require from
them security for faithful performance of their duties.
(b) Conduct,manage, and control the activities and affairs of the Corporation,
and to make rules and regulations not inconsistent with lave,the Articles of Incorporation, or
these Bylaws.
(c) Change the Principal Office or the principal business office in California
from one location to another; and cause the corporation to be qualified to conduct its activities in
any other state,territory, dependency, or country and conduct its activities within or outside
California.
(d) Adopt and use a corporate seal and alter the form of the seal.
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(e) Borrow money and incur indebtedness on behalf of the Corporation and
cause to be executed and delivered for the Corporation's purposes,in the corporate name,
promissory notes,bands, debentures,deeds of trust, mortgages,pledges, hypothecations, or other
evidences of debt and securities.
5.3 Number and Qualification of Directors:
5.3.1. Authorized Number and Election. The Board of Directors shall consist of
no less than five(5)nor more than twenty(20)directors until changed by amendment to these
Bylaws. The exact number of directors shall be fixed,within those limits, by a resolution adopted
by the Board. The authorized number of directors may be changed only by a resolution adopted
by the affirmative vote of two-thirds of those directors then in office. Except as limited by the
terms of Section 5.4.3 below,the offices of directors shall be filled by election by vote of the
Board then in office.
5.1.2. Qualifications. The qualifications for each director are the following:
(a) He shall be publicly known for his.personal integrity and morality.
(b) He shall be dedicated and actively committed to the purposes of
the Corporation.
(c) He shall be at least eighteen(18)years of age.
(d) He shall abide by the Articles of Incorporation and the Bylaws of
this Corporation_
5.3.3. Restriction on Interested Persons as Directors.No more than Forty-Nine
Percent(49°fo)of the persons serving on the Board may be interested persons. An interested
person is(a)any person currently being compensated by the Corporation for services rendered to
it within the previous twelve(12)months,whether as a full-time or part-time employee,
independent contractor,or otherwise, excluding any reasonable compensation paid to a director
as director; and(b)any brother, sister, ancestor, descendant, spouse,brother-in-law, sister-in-
law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of such person. However, any
violation ofthe provisions of this Section shall not affect the validity or enforceability of any
transaction entered into by the Corporation.
5:3.4 Ex Offrcio Director. The person serving from time to time as the Manager
of this Corporation shall also serve as an ex officio Board member. Such ex officio director's
term of office as a Board member shall coincide with bis or her term of office as the Manager of
the Corporation;provided, however, such person may serve on the Board prior to or after his
term as Manager if duly elected by the other members of the Board in accordance with these
Bylaws. Such ex officio director shall not otherwise be subject to the same class distinction and
term limits as the directors duly elected and serving hereunder. As an ex officio director,the
Manager may attend all meetings of the Board, participate in all discussions of the Board
members,but shall not be able to exercise rights and powers as given to the directors herein,
including,but not limited to,the right to vote;provided, however,the Manager may be excluded
by the Board from any executive session of the Board during which the issues before the Board
concern the Manager's compensation or job performance evaluation.
5.4 Tenn of Office.
5.4.1 Except as limited by the terms of Section 5.4.3 below,the term of office
for each director of this Corporation(other than the ex officio director) shall be three(3)years or
until his or her successor is elected. Provided, however the term of office of each director shall
expire at the conclusion of the annual meeting of the Board held during the third year of the term
of a director if the Board elects his or her successor at such meeting, regardless of the date set by
the Board for that meeting. Each director whose term of office expires after any annual meeting
may participate in the vote for the election of his or her successor. A director may succeed
herself or himself in office.
5.4.2 The members of the Board shall be divided into three(3)classes.Each
class shall be of equal number; provided,however,that in the event that the number of Directors
then serving cannot be equally divided into three separate classes,then the Directors shall be
divided into three classes such that two classes are of equal number and the third class consists o£
one more or one less member than the other two classes. The classes shall be designated as Class
A, Class B and Class C respectively. The directors to be elected in Class A, Class B and Class C
shall be designated as directors A-1, A-2, A 3,B-1,B-2,B-3, and C-1, C-2, C-3,respectively, in
accordance with the number of directors in each such class. Directors shall be elected to fill a
specifically designated office of a director.
5.4.3 The term of office for directors serving in Class A in 2012 shall expire in
2014. Thereafter the term of office of successive.Class A directors shall.be.three.(3)years. The
term of office of directors serving in Class B in 2012 shall expire in 2016. Thereafter the term of
office of successive Class B directors shall be three(3)years. The term of office of directors
serving in Class C in 2012 shall expire in 2015. Thereafter the term of office of successive Class
C.directors shall be three(3)years.
5.4.4 'Upon the adoption of these Bylaws by a vote of a majority of the directors
in office on the date of such adoption,,the directors then in office shall assign by resolution those
persons who make up the existing members of the Board to the classes and offices described in
Section 5.4.2.
5.5 Vacancies on Board.
5.5.1. Events Causing Vacancy. A vacancy or vacancies on the Board shall exist
on the occurrence of the following:(a)the death or resignation of any director; (b)the
declaration by resolution of the Board of a vacancy in the office of a director who has been
declared of unsound mind-by an order of court, convicted of a felony, or found by final order or
judgment of any court to have breached a duty under Article 3 of Chapter 2 of the California
Nonprofit Public Benefit Corporation Law; (c)the vote of a majority of the directors then in
office,to remove any director; (d)the increase of the authorized number of directors;or(e)the
failure of the Board, at any meeting of the Board at which any director or directors are to be
elected,to elect the number of directors required to be elected at such meeting.
5.5.2. Resignations. Except as provided below, any director may resign by
giving written notice to the Chairman of the Board,if any, or to the President or the Secretary of
the Corporation. The resignation shall be effective when the notice is given unless it specifies a
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later time for the resignation to become effective. If a director's resignation is effective at a later
time,the Board may elect a successor to take office as of the date when the resignation becomes
effective.Except on notice to the Attorney General of California,no director may resign if the
Corporation would be left without a duly elected director or directors.
5.5.3. Filling Vacancies. Vacancies on the Board may be filled by a majority of
the directors then in office,whether or not less than a quorum, or by a sole remaining director.
5.5.4. No Vacancy on Reduction of Number of Directors. No reduction ofthe
authorized number of directors shall have the effect of removing any director before that
directors term o€ofce expires.
5.6 Direetars'Meetings.
5.6.1. Place ofMcetings.Meetings of the Board shah be held at any place within
or outside California that has been designated by resolution of the Board or in the notice of the
meeting or,if not so designated; at the Principal Office of the Corporation.
5.6.2. Meetings'Telephone. Any meeting may be held by conference
telephone or similar communication equipment,as long as all directors participating in the
meeting can hear one another. All such directors shall be deemed to be,present in.person at such
a meeting.
5.6:3. Annual Meetin€:. Within ninety(90)days after the close of the
Corporation's fiscal year,the Board shall hold a regular meeting for purposes of organization,
election of officers, and transaction of other business. Notice of this meeting shall be given as set
forth in Section 5.6.5.
5.6.4. Other Regular lgu ar Meetings. Other regular meetings of the Board may be held
without notice at such time and place as the Board may fix by resolution from time to time.
Notice of such meetings shall be given as set forth in Section 5.6.5.
5:6.5: Special Meetings. Special meetings of the Board for any purpose maybe
called at any time by the Chairman of the Board,if any,the President or any Vice President,or
the Secretary or any two directors.
Notice of the time and place of special meetings shall be given to each
director by one of the following methods: (i)by personal delivery of written notice;(ii)by first-
class mail, postage prepaid; (iii)by telephone or facsimile transmission, either directly to the
director or to a person at the director's office who would reasonably be expected to communicate
that notice promptly to the director; or(iv)by telegram, charges prepaid. All such notices shall
be given or sent to the director`s address, telephone number or facsimile number as shown on the
records of the Corporation.
Notices sent by first-class mail shall be deposited in the United States
mails at least four days before the time set for the meeting. Notices given by personal delivery,
telephone, facsimile transmission, or telegraph shall be delivered, telephoned, transmitted by
facsimile or given to the telegraph company at least 48 hours before the time set for the.meeting.
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The notice shall state the time of the meeting, and the place if the place is
other than the Principal Office of the Corporation. It need not specify the purpose of the meeting.
5.6.6. Quorum. A majority of the directors then in office shall constitute a
quorum for the transaction of business, except to adjourn. Every action taken or decision.made
by a majority of the directors present at a duly held meeting at which a quorum is present shall
be the act of the Board, subject to the more stringent provisions of the California Nonprofit
Public Benefit Corporation Law,including,without limitation,those provisions relating to(a)
approval of contracts or transactions in which a director has a direct or indirect material financial
interest- (b) approval of certain transactionns between corporations having common directorships,
(c)creation of and appointments to committees of the Board, and(d)indemnification of
directors. A meeting at which a quorum is initially present may continue to transact business,
despite the withdrawal of directors,if any action taken or decision made is approved by at least a
majority of the required quorum for that meeting.
5-6.7_ Waiver of Notice.Notice of a meeting need not be given to-any director
who, either before or after the meeting, signs a waiver of notice, a written consent to the holding
of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent
need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be
filed with the corporate records or made a part of the minutes of the meetings. Notice of a
meeting need not be given to any director who attends the meeting and does not protest,before
or at the commencement of the meeting, the lack of notice to him.or her.
5.6.8. Adjournment. A majority of the directors present, whether or not a
quorum is present, may adjourn any.meeting to another time and place.Notice of the time and
place of holding an adjourned meeting need not be given unless the original meeting is adjourned
for more than 24 hours. If the original meeting is adjourned for more than 24.hours, notice.of.any
adjournment to another time and place shall be given, before the time of the adjourned meeting,
to the directors who were not present at the time of the adjournment.
5.6.9. Action Without a Meeting. Any action that the Board is required or
permitted to take may be taken without a meeting if all members of the Board individually or
collectively consent in writing to the action;provided, however,that the consent ofany director
who has a material financial interest in a transaction to which the corporation is a party and who
is an"interested director" as defined in Section 5233 of the California Corporations Code shall
not be required for approval of that transaction. Such action by written consent shall have the
same force and'effect as the unanimous vote of such directors. All such consents shall be filed
with the minutes of the proceedings of the Board.
5.6.10. Compensation and Reimbursement.Directors shall receive no
compensation for their service as directors, except that they shall be allowed and paid actual and
reasonable expenses incurred on behalf of the Corporation, or incurred in attending any director's
meetings,upon presentment of proof of such expenditures.
5.6.11. Committees. The Board, by resolution adopted by a majority of the
directors then in office, provided a quorum is present,may create one or more committees,.each
consisting of two or more directors and no persons who are not directors,to serve at the pleasure
of the Board.Appointments to committees of the board shall be by majority vote of the directors
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then in office. The Board may appoint one or more directors as alternate members of any such
committee,who may replace any absent member at any meeting. Any such committee,to the
extent provided in the Board resolution, shall have all the authority of the Board, except that no
committee, regardless of Board resolution, may:
(a)Take any final action on any matter that,under the California
Nonprofit Public Benefit Corporation Law, also requires approval of the Board;
(b)Fill vacancies on the Board or on any committee that has the authority
of the Board;
(c)Fix compensation of the directors for serving on the Board or on any
committee;
(d)Amend or repeal Bylaws or adopt new Bylaws;
(e)Amend or repeal any resolution of the Board that by its express terms
is not so amendable or repealable;
(f)Create any other committees of the Board or appoint the members of
committees of the Board;
(g)Expend corporate funds to support a nominee for director after more
people have,been nominated for director than can beelected;or
(h)Approve 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. Meetings
and actions of committees of the Board shall be governed by, held, and taken in accordance with
the provisions of these bylaws concerning meetings and other board actions,except that the time
for regular meetings of such committees and the calling of special meetings of such committees
may be determined either by Board resolution or, if there is none,by resolution of the committee
ofthe Board. Minutes of each meeting of any committee of the Board shall be kept and shall be
filed with the corporate records. The Board may adopt rules for the government of any
committee, provided they are consistent with these bylaws or,in the absence of rules adopted-by
the Board,the committee may adopt such rules.
ARTICLE VI
OFFICERS
6.1 Officers of Corporation. The officers ofthe Corporation shall be a President, a
President-Elect, a Secretary, a Chief Financial Officer, a Vice President of Resource
Development, and a Vice President of Grant Distribution. The Corporation may also have, at the
Board's discretion, one or more additional Vice Presidents,one or more assistant secretaries, one
or more assistant treasurers, and such other officers as may be appointed in accordance with.
Section 6.3. Any number of offices may be held by the same person, except that neither the
Secretary nor the Chief Financial Officer may serve concurrently as either the President or the
Chairman of the Board.
6.2 Election of Officers. The officers of the Corporation, except those appointed
under Section 6.3, shall be elected bi-annually by the Board and shall serve at the pleasure of the
Board,subject to the rights,if any,of any officer under any contract of employment.
6.3 Other Officers. The Board may appoint and may authorize the President,or other
officers,to appoint any other officers that the Corporation may require. Each officer so appointed
shall have the title,hold office for the period, have the authority, and perform the duties specified
in the Bylaws or as determined by the Board.
6.4 Removal of Officers. Without prejudice to any rights of an officer under any
contract of employment; any officer may be removed with or without cause by the Board and
also, if the officer was not chosen by the board,by any officer on whom the board may confer
that power of removal_
6.5 Resignation of Officers. Any officer may resign at any time by giving written
notice to the Corporation. The resignation shall take effect as of the date the notice is received or
at any later time specified in the notice and, unless otherwise specified in the notice,the
resignation need not be accepted to be effective. Any resignation shall be without prejudice to
the rights,if any, of the Corporation under any contract to which the officer is a party.
6.6 Vacancies in Office. 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;provided,however, that vacancies need not be
filled on an annual basis.
6.7 President. The President shall preside over all meetings of the Board, serve as an
ex-officio member of all committees, and work closely with the other officers to advise or assist
in the operation of Corporation as necessary or desired. The President shall be the general
manager of the corporation and shall supervise, direct, and control the corporation's activities,
affairs, and officers. The President shall have such other powers and duties as the Board or the
bylaws may prescribe from time to time. To accomplish his duties as President of the
Corporation,the President may appoint and supervise such vice presidents ofthe Corporation as
the President deems necessary from time to time, provided, no such vice presidents shall be
deemed officers of the Corporation unless so determined by the Board.
6.8 President-Elect. The President Elect shall serve and perform the duties of the
President in his or her absence at any meetings or otherwise and such other duties as the
President shall from time to time assign to him or her. The President Elect will assume the duties
and replace-the President at end of the his or her term as President.
6.9 Vice President of Resource Development. The Vice President of Resource
Development shall serve as the Chairperson of the Resource Development Committee, and such
other duties as the President may for time to time assign to him or her.
6.10 Vice President of Grant Distribution. The Vice President of Grant Distribution
shall serve as the Chairperson of the Grant Distribution Committee, and such other duties as the.
President may for time to time assign to him or her_
6,11 Vice Presidents. The Board may empower the President to appoint such Vice
Presidents as the operations of the Corporation may require_ The President shall have the
authority to designate the duties required of, and various levels of authority vested in, such Vice
Presidents, and to limit such duties and_levels of authority as he or she deems necessary. The
President shall report to the Board all appointments of Vice Presidents,the duties and levels of
authority of such Vice Presidents,.and any and all limitations on such duties and levels of
authority within a reasonable time after any such appointments are made.
6.12 Secretary. The Secretary shall cause a Ul and complete record of the proceedings
of the Board to be kept, shall keep the scab of the Corporation and affix it to such papers and
instruments as may be required in the regular course of business, shall make service of such
notices as may be necessary or proper, shall supervise the keeping of the records of the
Corporation, and shall discharge such other duties of the office as prescribed by the Board.
6.13 Chief Financial Officer. The Chief Vinancial Officer of the Corporation shall
receive and safely keep all funds of the Corporation and deposit them in the bank or banks that
may be designated by the Board.He shall cause financial records of the Corporation's
transactions to be kept on a consistent basis and shall cause a report to be given of the financial
affairs of the Corporation at least annually.
6.14 Am arity of Officers. The President, or Vice-Presidents,the Secretary, or such
other officers as the Board may select for that purpose, are authorized to vote,represent and
exercise on behalf of this Corporation all rights incident to-any and all voting securities of any
other corporation or corporations standing in the name of this Corporation. The authority granted
in these Bylaws to the officers to vote or represent this Corporation arising from any voting
securities held by this Corporation in any other corporation or corporations may be exercised
either by the.officers in person,or by any person authorized so to do by proxy-or power of
attorney duly executed by the officers.
ARTICLE VU
INDEMNIFICATION
7.1 R%ght of Indemnity. To the fdllest 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 position,
against all expenses,judgments, fines, settlements and other amounts actually and reasonably
incurred by-them iii connection with any"proceeding,"as that term is-used:in said Section
5238(a), and including an action by or in the right of the Corporation,by reason of the fact that
the person is or was a person described in that section. "Expenses," as used in this Article VII,
shall have the same meaning as in Section 5238(a)of the California Corporations Code.
7.2 Approval of Indemnity. On written request to the Board by any person seeking
indemnification under Section 5238(b)or Section 5238(c)of the California Corporations Code,.
the Board shall promptly determine under Section 5238(e) of the California Corporations Code
whether the applicable standard of conduct set forth in-Section 5238(b).or Section 523.8(c)has
been met and, if so,the Board shall authorize indemnification.
7.3 Advancement of Expenses. To the fullest extent permitted by law and except as
otherwise determined by the Board in a specific instance, expenses incurred by a person seeking
indemnification under Sections 7.1 and 7.2 in defending any proceeding covered by those
Sections shall.be-advanced by the-Corporation-before final disposition of the proceeding, on
receipt by the Corporation of an undertaking by or on behalf of that person that the advance will
be repaid unless it is ultimately determined that the person is entitled to be indemnified by the
Corporation for those expenses.
7.4 Insurance. The Corporation shall have the right to purchase and maintain
insurance to the full extent permitted by law on'behalf of its officers, directors, employees, and
other agents, against any liability asserted against or incurred by any officer, director,employee,
or agent in such capacity tar arising out of the officer's,director's,employee's,or agent's status as
such; provided, however, the Corporation shall have no power to purchase and maintain such
insurance to indemnify any such person for a violation of Section 5233 of the California
Corporations Code.
7.5 Dui to Comply With Law.The purpose of this-Section is to emphasize that,with
regard to the indemnification provided under this Article VII,the Board must review and comply
with all provisions of Section 5238 of the California Corporations Code, as amended from time
to time.
ARTICLE VHI
RECORDS AND REPORTS
8.1 Maintenance of Corporate Records. The Corporation shall keep: (a)Adequate and
correct books and records of account; and(b)Written minutes of the proceedings of the Board,
and committees-of Board_
8.2 Inspection by Directors.Every director shall have the absolute right at any
reasonable time to inspect the Corporation's books,records, documents of every kind, physical
properties, and the records of each of its subsidiaries. The inspection may be made in person or
by the director's agent or attorney. The right of inspection includes the right to copy and make
extracts of documents.
8.3 Annual Report. A report shall be furnished annually to the directors at the annual
Board meeting, if possible, or at least within ninety(90) days after the end of the corporation's
fiscal year. That report shall contain the following infornration,in appropriate detail, for such
fiscal year:
(a)The assets and liabilities, including the trust funds, of the Corporation as of the
end of the fiscal year-
(b)The-principal changes in assets and liabilities,including trust funds.
(c)The revenue or receipts of the Corporation,both unrestricted of the
Corporation,both unrestricted and restricted to particular purposes.
(d)The expenses or disbursements of the Corporation for both general and
restricted purposes.
DRAFT
(e)Any information required by Section 8.4. The annual report shall be
accompanied by any report thereon of independent accountants or,if there is no such report,by
the certificate of an authorized officer of the Corporation that such statements were prepared
without audit from the Corporation's-books and records.
8.4 Annual Statement of Certain Transactions and Indemnifications. As part of the
annual report to all directors,_the corporation shall annually prepare and furnish to each director a
statement of any transaction or indemnification of the following kind within ninety(90) days
after the end of the corporation's fiscal year:
(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 financial interest, and
(iii)which involved more than$10;000,or was fine of a number of transactions with the same
interested person involving, in the aggregate, more than $10,000. For this purpose,an "interested
person"is either ofthe following: (1)any director or officer of the Corporation, its parent, or
subsidiary(but mere common directorship shall not be considered a material financial interest),
or(2)any holder of more than 10 percent of the voting power of the Corporation, its parent, or
its subsidiary. The statement shall include a brief description of the transaction,the names of
interested persons involved,their relationship to the Corporation,the nature of their interest in
the transaction and, if practicable, the amount of that interest,provided that if the transaction was
with a partnership in which the interested person is a partner, only the interest of the partnership
need be stated.
(b) Any indemnifications or advances aggregating more than$1,000 paid during
the fiscal year to any officer or director of the Corporation under Article VII.
ARTICLE IX
FINANCES
9.1 Funds. The Corporation shall maintain accounts into which shall be placed all
funds designated for its operation. All money received in the name of the Corporation,and not
restricted as to particular purpose, shall constitute a general operating fund to be-disbursed
according to the criteria established in writing by the Board of Directors for the furtherance,
administration and-implementation of the goals and purpose of the Corporation.
9.2 Fiscal Period. The fiscal year of the Corporation shall be prescribed by the Board
of Directors.
9.3 BudVet. The Board shall adapt in advance of each fiscal period an annual
operating budget covering all activities of the Corporation, as a guideline and goal,but shall not
be bound by such budget.
ARTICLE X
MISCELLANEOUS
10.1 Construction and Definitions. Unless the context requires otherwise, the general
provisions,.rules of construction, and definitions in the California Nonprofit Corporation Law
shall govern the construction of these Bylaws.Without limiting the generality of the preceding
sentence, the masculine gender includes the feminine and neuter,the singular includes the plural,
the plural includes the singular, and the term"person"includes both a legal entity and a natural
person.
10.2 Contracts.Except as otherwise provided in these Bylaws,the directors may
authorize any officer or officers, agent or agents,to enter into any contracts or execute any
instrument in the name of and on behalf of the Corporation, and such authority may be general,
or consigned to specific matters,and unless so authorized by the Board of Directors,no officer,
agent or employee will have the power to or authority to bind the Corporation by any contract or
agreement or to pledge its credit or to render it liable for any purpose-or to any amount.
ARTICLE XI
AMENDMENT OF ARTICLES AND BYLAWS
11.1 Amendment of Articles and Bylaws. The Articles of Incorporation maybe
amended, and these Bylaws may be amended,or repealed and new Bylaws adopted, only by an
affirmative vote of two-thirds(213)of the directors of this Corporation then in office.
11.2 High Vote Requirement. If any provision of these Bylaws requires the vote of a
larger proportion of Board than is otherwise required by law, that provision may not be
altered, amended, or repealed except by that greater vote.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Secretary of The City of Huntington Beach
Community Foundation, a California nonprofit public benefit corporation,that the above bylaws,
consisting of twelve(12)pages, are the bylaws of this Corporation as adopted by unanimous vote
of the Board of Directors on the day of , 2012, and that they have
not been amended or modified since that date.
Executed on the day of 2012, at Orange County, California.
Secretary
O AA '
-1 CITY OF LJ
HUNTINGTON BEACH
City Council Interoffice Communication
To: Honorable Mayor Pro Tern and City Council Members
From: Don Hansen, Mayor
Date: August 13, 2012 1"rT
Subject: CITY COUNCIL MEMBER ITEM FOR THE AUGUST 20, 2012,
CITY COUNCIL MEETING— ESTABLISHMENT OF A
HUNTINGTON BEACH COMMUNITY FOUNDATION
STATEMENT OF ISSUE:
One of the initiatives I outlined when I was swom in as Mayor was to facilitate the establishment
of a Community Foundation. The purpose of the Foundation would be to promote and advance
philanthropy in the community of Huntington Beach in order to support nonprofit organizations
and public institutions that address the needs of the community.
The Huntington Beach Community Foundation would be developed under the Non-Profit Public
Benefit Corporation Law of California for public and charitable purposes. This corporation will
organize under the 501 (c)(3) section of the Internal Revenue Code.
Other local municipalities have benefited from Community Foundations, including the cities of
Fountain Valley, Tustin, Lake Forest and Garden Grove. The residents and businesses in the
city of Huntington Beach have a strong history of community giving. This organization can
serve as an umbrella for giving and facilitating assistance to all nonprofit and public institutions
that serve Huntington Beach.
RECOMMENDED ACTION:
Direct the City Attorney to prepare Articles of Incorporation and draft Bylaws for the Huntington
Beach Community Foundation. The initial development will call for the appointment of seven
Directors of the Corporation,with the articles of incorporation allowing for amendments to the
total number of directors. The authorized numbers of directors may be changed only by a
resolution adopted by the affirmative vote of two-thirds of those directors in office.
Upon development of the Articles of Incorporation and the Bylaws, I request each
Councilmember provide me a nominee to serve as one of the initial directors of the Community
Foundation.
xc: Fred Wilson, City Manager
Paul Emery, Deputy City Manager
Bob Hall, Deputy City Manager
Joan Flynn, City Clerk
Jennifer McGrath, City Attorney