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HomeMy WebLinkAboutHuntington Beach Public Cable Television Corporation - Dicki EXHIBIT A ARTICLES OF INCORPORATION OF THE CITY OF HUNTINGTON BEACH PUBLIC CABLE TELEVISION CORPORATION EXHIBIT A ARTICLES OF INCORPORATION O THE CITY OF HUNTINGTO1 BEACH PUBLIC CABLE TELEVISION CORPORATION I. The name of this -corporation is: THE CITY OF HUNTINGTON BEACH PUBLIC CABLE TELEVISION CORPORATION: ' II, The purposes for which this cor; ration is formed are: 1.. The specific and primary purpose for which this corporation is formed is to render assistance to the City of Huntington Beach by constructing and operating or providing for the operation of a fully dedicated cable com- munications system, including receiver, transmission and distribution facilities (collectively, the "Cable Communi- cations System") , which shall meet or exceed all applicable FCC requirements, and related facilities for the use, benefit and enjoyment of the public, including acquisition of such real property rights and acquisition or construction of such other facilities or improvements as are necessary or convenient for or incidental to said acquisition or operation. 2. In order to carry out said purposes, this corporation shall have the following powers: (a) to incur indebtedness and in connection therewith to issue bonds, debentures, notes or other evidences of indebtedness; t (b) to purchase or otherwise acquire, lease, own, hold, use, and to sell or otherwise dispose, exchange, assign, convey, lease, lease-back or to mortgage or otherwise hypothecate or encumber real and personal property; (c) to assign, transfer, mortgage, convey in trust, pledge and hypothecate the `leasehold estate created by any such lease and the rentals payable to this corporation under any such lease or lease-back as security for any such bonds, debentures, notes or other evidences of indebtedness; (d) to construct or provide for the construction of said facilities and improvements or to contract with others for the construction. of a.11, or portions thereof; and (e) to exercise any and all -rights and powers which a corporation organized under the General Non- profit Corporation Law of the State of California may now or hereafter exercise. III. This corporation is organized by a group of public spirited citizens for the sole purpose of acquiring and operating or providing for the operation of the Cable Com munications Systc,z and improvements as a civic venture for and on behalf of the City of Huntington Beach. This cor- poration shall never engage in any business or activity other than that necessary or convenient for or incidental to the carrying out of the purpose set forth in paragraph 1 of Article -1I heraof.. z. ai business of this corporation is located in the County of Los Angeles, Vi The number of directors of this corporation may be fixed by the by-laws but shall in no event be Less than five in number. The persons who are directors of this corporation from time to time shall be its only members, and upon ceasing to be a director of this corporation any such person shall cease to be a member, thereof. The members and directors of this corporation shall have no liability for dues or assessments. I VII. i The names and addresses of the persons who are to -act in the capacity of dirDctors'of this corporation until the selection of their successors are as follows Name Address Richard C. Spalding Room 3600, 611 West Sixth Street, Los Angeles, California Peter W. Blackman Room 3600, 611 West Sixth Street, Los Angeles, California John P. Zanotti Room 3600, 611 West Sixth Street, Los Angeles, California Jerry W. Carlton Room 3600, 611 West Sixth Street, Los Angeles, California Jim G. Grayson Room 3600, 611 West Sixth Street, Los Angeles, California IN WITNESS WHEREOF, for the purposes of forming 4.. AMh IV. This corporation is organized pursuant to the General Nonprofit Corporation; Law of the State of Cali- fornia. This corporation is not organized for profit and no part of the: net earnings,; if any, of this corporation, either during its existence or upon its dissolution, shall ever inure to the benefit of any individual, or any di- rector, officer or member thereof and the property of this corporation is irrevocably dedicated to governmental pur- poses. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence ,legislation, nor shall it participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office. The property, assets, profits and net revenues of this corporation are irrevocably dedicated to the City of Huntington Beach; provided, how- ever, that until all indebtedness of this corporation shall have been paid, such net revenues may be used for the pur- pose of paying or calling for redemption any bonds, de- bentures, notes orother evidences of such indebtedness. Upon the dissolution, liquidation or winding up of this corporation, or upon abandonment, the assets of this` cor- poration remaining after payment of or provision for all debts or liabilities of this corporation shall be distributed to the City of Kuntington Beach. 17. The principal office for the transaction of the 3. this corporation under the laws of the Star of California, we, the undersigned, constituting the incorporators of this corporation and the persons , named herein as the first direc- tors of this corporation, have executed these Articles of Incorporation this day of 1976 5. EXHIBIT—B BY—LAWS OF THE CITY OF HUNTINGTON BEACH PUBLIC CABLE TELEVISION CORPORATIC'3In io EXHIBIT INDEX Page ARTICLE I Offices I Section 1 Principal Office . . . 1 ARTICLE II Members . . . . . . ' 1 Section '1 Classification of Members . Section 2 Qualification of Members; Termination; of Membership . . �., Section 3 Meetings of Members . . 2 A. Annual Meetings . . . . . 2 B. Ralph 14. Brown Act 2, C. Place of Meeting . . . . . . 2 Section 4 Quorum . . . 3 Section 5 Voting 3 ARTICLE III Directors . _ . 3 Section 1 Powers 3 Section 2 Number and Qualification.of Directors 5 Section 3 Term of office 5 Section 4 Removal and Resignation . . 6 Section 5 Election and Vacancies . . . 6 Section 6 Meetings . . 7 A. Organizational Meetings . . . . . 7 B. Other Regular Meetings . . . 7 C. Ralph M. Brown Act . . 8 ' D. Place of Meeting _ . . . 8 Sec?-ior 7 Quorum . . . . . . . 8 ARTICLE IV Officers 8 Section 1 Officers 8 Section`2 Election . . . 9 Section 3 Subordinate Officers, Etc_ . 9 Section 4 Removal and Resignation . .. . . . 9 Section 5 Vacancy . . . . 10 Section 6 President . . . . . . . . . 10 Section 7 Vice: Presiden . . 10: Section; 8 Secretary 11 Section 9 Treasurer . . . . . 11 ARTICLE V' Directors Approval, Notice . . 12 Section 1 Approval of Directors . . . 12 Section '2 Notice of 'Meetings . . . • 13 Section 3 Participation of the City of Downey . 13 ARTICLE VI Miscellaneous . . .: . . 13 Section 1 Contracts, Etc How .Executed . 13 Section 2 Inspection of Corporate "Records . 14 Page Section 3 Inspection of By-Paws . . . 19 Section 4 Fiscal. Year . . . 14 Section 5 Construction and Definitions . . . 14 Section 6 Filing Stat=ent of Corporate Officers 15 Section 7 Prohibition Against Sharing in Corporate Earnings 3,5 ARTICLE VII Amendments . . . . . . . 16 Section 1 Power of Members 16 Section 2 Power of Directors . . . . 16 (ii,} Mum BY-LAWS Hy--haws for the regulation,, except as otherwise provided by statute or its articles of incorporation, of THE CITY OF HUNTINGTON BEACH PUBLIC CABLE TELEVISION CORPORATION (a California nonprofit corporation) ARTICLE I. OFFICES Section 1. Principal Office. The principal office of the corporation is hereby fixed and located at Huntington Beach, California. The Board of Directors is ; hereby granted full power and authority to change said principal office from one location to 'another in the County of Los Angeles.- Any such change shall be noted by the secretary opposite this section, but shall not be considered an amendment of these by-laws. ARTICLE II. _ MEMBERS Section` 1. Classification of Members. There shall: be but one class of members of the corporation, and the rights, powers and privileges of all members shall be equal Section 2. Qualification of Members; Termination of Membership. The persons Who are directors of the 0 corporation from time to time shall be the only, members of the corporation, and upon ceasing to be a' director of the corporation such person shall also cease to be a member. Section 3. Meetings of Members - A. Annual Meetings. The corporation shall provide for its annual 'meetings, 'provided that it shall hold at least one annual meeting in each year. The dates upon which and the hour at which any regular meeting shall be held shall be fixed by resolution. B. Ralph M. Brown Act. All meetings of the 'mem- bers shall be called, noticed, held and conducted irL accor- dance with the provisions of the Ralph M. Brourn Act, as amended (commencing with Section 54950' of the Government Code of the State of California; , C., Place of Meeting. The place of meeting for any annual meeting or for any special meeting of the members shall be the place fixed in accordance with these by-laws as the place for holding the regular meetings of the board of `directors; provided, however, no meeting, conference or other function shall be conducted in any facility that prohibits the admittance of any person or persons on the basis of race, religious creed, color, national origin, an- cestry or sex. - If no such place has been fixed, the place of meeting shall be the, principal office of the corporation as fixed by these by-laws. 2. Section 4. Quorum. The presence in person of a majority of the members of the corporation shall constitute a quorum for the transaction of business at any meeting of members Section S. Voting. Each member of the corpora- tion shall be entitled to one vote on each ,matter submitted to a` vote of the members, including the election of directors. ' ARTICLE III. DIRECTORS Section 1. Powers. Subject to any limitation of the articles of incorporation, of these by-laws, and of the California General Nonprofit Corporation Law as to action to be authorized or approved by the members, and subject to the duties of directors as prescribed by these by-laws, all corporate powers shall be exercised by or under the au- thority of and the business and affairs of the corporation shall be controlled by, the board of directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the di- rectors shall have the following powers, to wit`: FIRST To select and remove any of the officers, agents and employees of the 'corporation, prescribe such powers and duties for them as may not- be inconsistent with' law, ' the articles of incorporation or these by- laws, fix their compensation and require from them security for faithful service. 3. Aft SECOND - To conduct, manage and control the affairs and business of the, corporation, and to make such rules and regulations therefor not inconsistent with law, the articles of incorporation or these by-Taws, as they may deem best. THIRD To change the principal office for the transaction of the business of the corporation from one location to another within the same-county -as provided in Article I, Section 1, hereof; to designate any place within the County of Los Angeles for the holding of any members' meeting or meetings; and to .adopt, make and. use a corporate seal, and to alter the form of such seal from time to time, as in their judgment they may, deem best, provided such seal shall at all times comply with the provisions of law. FOURTH To borrow money and incur indebtedness for the purposes of the corporation and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor. FIFTH To appoint an executive committee and other committees, and to delegate to the executive committee any of the powers and authority of the board in the management of the business and affairs of the corporation, except the power to adopt," amend or repeal by-laws. The board of directors shall `have' the power to prescribe the anner in which proceedings of the executive committee and other committees shall be 4. conducted. The executive committee shall be composed of two or more directors. Unless the board of di- rectors shall otherwise provide: Regular meetings of the executive committee shall be held at such times as are determined by the board of directors, or by such committee if appointed; :special meetings of the exe- cutive committee shall be held at the ,principal office of the corporation, or at any 'place which has been designated from time to time by resolution of the executive committee or by written consent of all mem- bers thereof, ,and may be called by the chairman of the committee or a majority of the members thereof, upon written notice to the members of the executive com- mittee of business to be transacted at and the time and place of such special meeting given in the manner provided for the gibing of written notice to members of the board of directors of the time and place of special meetings of the board of directors; vacancies in the membership of the executive committee may be filled by the board of directors; and a majority of the authorized number of members of the executive committee shall con- stitute a, quorum for the transaction of business. Section 2. Number and Qualification of Directors. The authorized number of directors shall be five until changed by amendment of the articles of incorporation or by a by--law duly adopted by the members of the corporation amending this Section 2 of this Article TIT. Section 3 . Term of Office. Except as provided in Section 4 of this Article III all directors shall hold 5. office until their respective successors are elected. Section 4. Removal and Resignation. Any director or directors may be removed from office with cause, by a vote of not Tess than two-thirds of the directors holding office at that time. Any 'director may resign at any time by giving written notice to the other directors' of the corporation. Any such rosignation shall take effect at a time which must be specified in such notice„ and, unless otherwise specified therein,' the acceptance of such resignations shall not be necessary to make it effective. Section 5. Election and Vacancies. The directors shall be elected from time to time at :the annual meeting of the members; provided, if any such annual meeting is not held or directors are not elected therea4, the directors may be elected at any special meeting of the members held at any time for that purpose. Vacancies in the boarl of directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall 1c"!a office until such director' s election is confirirad or a successor is elected at an annual or a' special meeting of the members. If there is no member rema,';ning then the vacancies in 'the board of directors shall, be filled by the Mayor of the City of Huntington Beach. 6. A vacancy or vacancies in the board of directors shall be deemed to exist in case of the death, resignation or removal of any director, or if the authorized number of directors be increased, or the failure of the members, at any annual or special meeting of members at which any direc- tor or directors are elected, to elect the full authorized number of directors to be voted for at that meeting. If the resignation of a director is intended to take effect at a future time, the board or the members shall have power to elect a successor to take office wher said resignation is to become effective. No reduction of the authorized number of directors shall have the effect of removi._.j any incumbent director " prior to the expiration of such director's term of office. Section 6. Meetings'. A. Organizational Meetings Immediately follow- ing the annual meeting of members, the board of directors shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business. B. Other Regular Meetings. Other regular meet- ings of the board of directors shall be held on such dates and at such times as "che board shall fix by resolution; provided, however, should said day fall upon a legal holi- day, then said meeting shall be held at the same time on the next business day. 7. � rX r corporation, •.,ho may also be directors, shall be a rsresi cent, vice-president, a secretary and a treasurer. The corporation may also have, at the discretion of the board of directors, one or more assistant' secret:�ries, one or more assisI.ant treasurers, and such other of4icers as may be " nppoi.ntecl by the board c­` directors. One person riay hold two or more offices, except tY:at the offices of president and se^retary shall not be held by the same person.,. Section, 2. Election. The officers of the corpo- ration, except such offi-ers as may be appointed in accor- dance witIh the provisions of Section 3 or Section 5 of this Article IV, shall be elected annually by the board of direc- tors and each shall told his office until he shall resign nr shalt be removed or otherwise disqualified_to serve, or his su,ceessor shall be elected and qua-ified. Section 3, Subordinate Officers Etc. The board of directors may appoint, and may empower the president to appoint suc'i rather officers as the business e,)r` the corpo- ration may require„ each of whom shall hold office for such period, have such authority and perform such duties as are provided in the by-laves or as the board of directors may from time to time determine. Section 4 . Removal and Resignation. Any officer may be removed, either with or without cause, by the board of directors, at any meeting -'iereof, or, except in case of an officer elected by the board of directors, by any officer upon whore such power of removal may be conferred by, the board of 'directors 9. Any of -Ficer may resign at any time by giving writ- ten notice tr the board of dir,~ctorz or to the president, or to the secretary of the corporation. Any such resignation shall tare effect ,at the date of the "receipt of such notice or at any later time specified therein; and, unless other- w:.ise specified therein, the acceptance of such resignation v shall not be necessary to make it effective. Section 5. Vacancy. A vacancy in any office because of death, resignation, disability, removal, dis-- auali=ication or any other cause shall be filled at the time the vacancy occurs or promptly thereafter in the mariner prescribed. in these by laws for regular election or apl n nt ment to such office. Se< tion 6. president. ' The president shall be the chief executive officer of - .he corporation and, subject to the vantrol of the board of directors, shall have general supervision, direction and control. of Lhe affairs of the cr rporation. The president shall preside at a)l mee-?-�ings of members and meetings of the board of directors. Section 7. ,Tice President,. The vice president, in the absence or disability of tie pr.es dt3nt or his refusal or inab.; i,ty 'to act, shall exercise and have all the powwers of, shall, perform all the duties of and s2-411 be subject to all the restrictions upon the president. The vice president shall have such other powers and perform such other duties as may be prescri,t)eCI by, the board of directors or these by- laws. 10 Section 'S Secretary. The secretary shall keep or cause to be kept, at the principal office or such other place as the board of directors may order, a book, of minutes' of all meetings of directors and members, with .the time and place of holding, whether regular or special, and, if special, how authorized, the notice therecf given, the names of those present at all such meetings, and the proceedings thereof. The: secretary shall keep, or cause to be kept, at the principal office a membership book containing the name and address of each member. Termination of any membership shall be recorded in the book, together with the date on which membershib ceased.. The secretary shall give, or cause to bo given, notice of all the meetings of th, members and of the board of directors as required by these by-laws or by law to be given, and shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by these by-laws. Section 9. Treasurer. The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business trans- actions of the corporation, including ace runts of its assets, liabilities, receipts, disbursements, gains, and losses. The books of account shall at all reasonable times, be open ;to inspection by any member or director. 11`. The treasurer shall. deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by, the board of directors The Treasurer shall disburse the funds of the corporation as may be ordered by the board of directors and shall render to the p esident and directors , whenever they request it, an account of all transactions as treasurer and of the financial condition of the corporation. The treasurer shall have such other powers and perform such other duties as may be prescribed by the board of directors or these by-laws. ARTICLE V. DIRECTORS: APPROVAL, NOTICE Section 1. Approval of Directors. The Council of the City of Huntington Beach shall have the power to approve or disapprove the election of any director of the corporation; provided that a director elected to fill a vacancy in the 4 board of directors without the approval of the Council may la,..fully serve as a director unt`,1 such time as such Council registers its disapproval of the. election :;f such director by written notice' delivered' to any elected officer of the corporation. The power to disapprove the election of any directors must be exercised, if at all, within 30 days following such election. Written notice of the election of a director -rust be sent to the Council. wi+" :n 'five days' " after the effective date of such election. A copy of any of the notices required by this Section l shall be affixed to 12. the corporation's book of minutes of the meetings of di- rectors required to be kept by Article IV, Section 7, hereof. Section 2. Notice of Meetings. Notice of all meetings of the board of directors, the members and any committees shall be given to the City of Huntington Beach in writing in the same manner as notices are given to the directors of the corporation. Notices shall be directed to the Failure to give such notice shall not in any way invalidate any action taken by the board of directors at any such meeting. Section 3. Participation of the City of Huntington Beach. officers or their designees of the City of Huntington Beach shall have the right to att and meetings of the cor- poration's board of directors and committees and make recommendations thereto. ARTICLE VT., MISCELLANEOUS Section 1. Contracts, Etc. ; How Executed. The board o_ directors, except as otherwise provided in These by-laws, may authorize any officer )r officers, agent o!_ agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances; but, unless so authorized by the board of directors, no officer, agent or employee shall have any power or authority to bind the corpoVation by any Cont.: act or engagement: or to 13. pledge its credit or to render it liable for any purpose or nor any amount. Section' 2. Inspection of Corporate Records. The books of account, and minutes of proceedings of the members and directors and of the executive and other committees of the directors shall be open to inspection upon the written demand of any member and any officer of the City, at any reasonable time, and for a purpose reasonably related to their respet ve :interests. Such inspection may be made in person or by an agent or attorney, and shall include the right to make extracts. Demand for inspection 'other than at a members' meeting shall be made ;in writing and delivered to the, president or secretary of the corporation,. Section 3. Inspection of By laws. The corpora- tion sha',.1 keep in its principal off�_ce the original or a copy of these by-laws, as amended, certified by the secre- tary, which by-laws shall be open to inspe^tion by the members and any officer of the City at all reasonable times during office hours. Section 4. Fiscal Year. The fiscal year of the corporation shall begin, on the 'lst day of July and end on the 30th day of June in each year. r ecti.on 5. Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the California General Nonprofit Corporation ;Law shall govern the constr*action of these by-laws. 14> xy r Section 6. Filing Statement of Corporate Officers. In compliance with Section 3301 of the California Corpora- tions Code, the secretary or assistant secretary, if such be appointed, of the corporation, during the period commencing on April 1 and ending on June 30 in each year, shall file with the Secretary of State of the State of California, on the form prescribed therefor, a statement of the names and complete business or residence addresses of its president, vice.-president, secretary and treasurer, together with. a statement of the lo,-ation and address of its principal office. Section 7. Prohibition Against Sharing in Cor- porate Earnings. No member, director, officer, or employee of, or person connected with the Corporation, or any other private individual shall receive, at any time, any of the net earnings or pecuniary profit from the operations of the Corporation; provided, however, that this shall not prevent the payment to any such person ;of such reasonable compen- sation as shall be fixed by the Board of Directors for services rendered to, for or on behalf of the Corporation in effecting any of its purposes as shall be fixed by the Board of Directors; aDd no such 'person or persons shall be en- titled to share in the distribution of any of the corpoate asset' upon the dissolution of the Corporation. All members_ of the Corporation shall be de,;,Tted to have exppressly con- , rented and agreed that upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporatic,., then remaining in the Bands of the Board of Directors after all debts have 15.. been satisfied, shall. be distributed in, accordance with the articles of incorporation to the City of Huntington Beach for a governmental, purpose ARTICLE VII. AMENDMENTS Section 1. Power of :Members. Except as otherwise provided by the articles of incorporation or by laws new by- laws may be adopted or these by-laws may be amended or repealed by the vote of a majority of e quorw_r, at a meeting of members duly called for the purpose according to the articles of incorporation or the by-laws; provided however, that the provisions of -_rticle V and of Section 7 of Article VI of these by-laws, and of this section, shall not be amended or repealed githout the consent of the Council of the City of I3untington Beach. Section ?. Power of Directors. Subject to the power of the members as provided in this Article VI'I to adopt, amend or repeal by-laws, any by-la,w other than a by- law or amendment thereof fixing or. Changing the authorized number of directors, may be adapted, amended or repealed by the board of directors provided, however, that the pro- visions of Article V and of :Section 7 cif Article VI of these lay-laws, and, of this section, shall not be amended or re- pealed without the consent of the Council of the City of, Huntington Beach. 116. CERTIFICATE OF SECRETARY I, the undersigned, do hereby certify: 1. That I aim the duly elected and acting secre- tary of THE CITY OF HUNTINGTON BEACH PUBLIC CABLE TELEVISION CORPOPOATION, a California nonprofit corporation; and 2 That the foregoing by-laws comprising sixteen pages, constitute the by-laws of said corporation as duly ,adopted at a meeting of the board of directors thereof duly, heal on 1976. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed.,the seal of said corporation this day of 1976., Secretary 17.