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HomeMy WebLinkAboutPublic Cable Television Authority - PCTA - Articles of Incor t � of OFFICE OF THE SECRETARY OF STATE I �i N 6 I, MARCH FONG E U, Secretary of State of the State Of California, hereby certify: s; j That the annexed transcript has been compared with the record on file in this office. of which it purports to be a copy, and that same is full, true and correct. r =f IN WITNESS WHEREOF, I execute j this certificate and affix the Great =' Seal of the State of California this "E MAR 4! 6 ® W8 t z I - V PA .j I - Secretary of State — 3f I I 1i 4 9 t SEC/STATE FORM CE-107 (REV. 1.75) 13 OO 0 OSP CERTIFICATE OF AMENDMENT OF ENDORRSED - _ FILED ARTICLES OF INCORPORATION In the office of the Secretary of State of the State of California 1273 MARCH FLING EU, secretary of State BY DAMES E. HARRIS GLENN W . DALY and STEPHEN W . SCHUMACHER certify: peputy 1 . That they are the President and Secretary, respectively, of THE CITY OF HUNTINGTON BEACH PUBLIC CABLE COMMUNICATIONS CORPORA- TION , a California corporation . 2 . That at a meeting of the Board of Directors of said corporation , duly held at Huntington Beach , California , on January 12, 1978 , the following resolution was adopted : "RESOLVED : That Article II of the Articles of. Incorporation of the corporation be amended by the addition of a section (f) to paragraph 2 as follows : ' Notwithstanding any of the above statements of purposes and powers , this corporation shall not , except to an insubstantial degree , engage in any activities or exercise any powers that are not in furtherance of the primary purpose of this corpora- tion . ' " 3 . That the members have adopted said amendment by resolu- tion at a meeting held at Huntington Beach, California , on January 12, 1978 . That the wording of the amended article , as set forth in the members ' resolution , is the same as that set forth in the directors ' resolution in Paragraph 2 above . ° 4 . That the number of members who voted affirmatively for the adoption of said resolution is five ( 5) and that the number of members constituting a quorum is three (3) . -� Glenn W . Da y Steph n W. Schumacher Each of the undersigned declares under penalty of perjury that th.e matters set forth in the foregoing certificate are true I and correct. Executed at Huntington Beach , California , -o-n February 1 , 1978 . / / ,{ Glenn W . Daly �� 1,1 CERTIFICATE OF SECRETARY I , STEPHEN W. SCHUMACHER, hereby certify that I am the duly qualified and acting Secretary of THE CITY OF HUNTINGTON BEACH PUBLIC CABLE COMMUNICATIONS CORPORA- TION, a California nonprofit corporation, and hereby certify that attached hereto are true and correct copies of the Resolutionsof the Board of Directors of The City of Huntington Beach Public Cable Communications Corpora tion, adopted on November 30 , 1977 and December 14 , 1977 , respectively, and that such resolutions are in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Corporation this 22nd day of December, 1977. StepVn W. c umacher, Secretary of The City of Huntington Beach Public Cable Communications Corporation (SEAL) k q10Of 'A h� � � Y�✓��� ,fit f a by t _, spa a0 C) ® � "D REii Reproduction !# 3 4 ?;. :✓ Certification OFFICE OF THE SECRETARY OF STATE ti I, MARCH F'ONG E U, Secretary of State of the State Of California, hereby certify: ' That the annexed transcript was prepared by and in this ofl'i.ce from the record on file, of which it purports to be a copy, and that it is full, true and correct. I i IN WITNESS WHEREOF, I execute this certificate and affix the Great !' Seal of the State of California this ij t I �f ti ;1 Secretary of State st llj gi 'i rJ, SEC/STATE FORM CE-108 (REV.4.76) 73 OO 9 OSP } � � a �2 t a �� `� - la rke OGe♦ pf Sw<.+erry n1 a;'�� �'�a ;� ARTICLES OF INCORPORATION jai OF i"IM CITY OF t1ttEuMLIGTON bl--; aCH PUtB IC CABLE TELEVISION CORPOR,71C?ti � #; ' The name of this corporation i,a THE CITY OF .,-- HUNTINGTON BEACH PUBLI- CABLE TP;LCVZSIf) i COPPCRATT011I. u.''. The pjir osc+S for v-hich t;N j,c corp is fnr�+Q The specific and primary purpose for which s Viz, this corporation, is formed is to render �a ;sist nce to the .:_ City of Hunti.ncttQn Beach by constructing and operating or v pzoviding for the operation of a fully dedicatc�j c:ahle ' - --t- . c oy- :luding rECEiVErs tT`nui ]5siQY and system, n f7L S tX'?t;li��t,'!S? ' .�;`.' rr�:.::.t.i�'t' .....r. x, cations System"k , which shall meet or exceed all applicable t: I ; _ FCC requireme:Yts, and related facilities for the use, benefit and enjoyment of the public, including acqui.sitivn of such reel property rAghts and acquin.-tion or construction. of such other faci li tires or improver^er.ts as are necessary or ' ' e convenient for or incidental to said acquisition or operation. 2. In orZer to carry out said. purposes, this. 45, �- corporation shall have the fc;llowinq powers: - e � , t (i 3 to ir.c;ur indebtedn€rs zind in connection ' therewith to i.:;sue :')onds, debentures, rotes or other r e v i:te,nces of indebtedness, s { i� . (b) to purchase or otherwise acquire, lease, own, hold, use., and to sell- or othherwise dispose, exchange, �, �.• assign, convey, 1.c.ase, 1ca�•e-Luck or to miortgage or - - otherwise Ir potbecate or, encuwber real and personal � <� property; (e) to assign, transfer, mortgagee corv�y in trust, pledge and hvootifecate the leasehold estate created by an, such lr.��se and the rentals payab1c to 9 this rornorati.on under , Y such lease or lease-back as security for any such bc,nds, debentures, note;; or ether evidences of indebtedness; (d) to construct or provide for the construction 7 of -,aid facilities and improvements or to contract are th oth+ r� �`ir the CCill;tr:lCtit31: �'i all or t:o�ti., therpo '; ��- r, and (C) to exercise any and all r,ihts and powers which corporation orqanized under the: Gener.dl "ton•- profit Corporatiot: Law of the State of California may � now or hereafter exercise. IS4 �1 f . This corporation is organized by a group of public e : spirited citizens for the sole purpose of acgcairing and z ; operating or providing for the operation of the Cable Com- munications Syst?m and improvements as a civic Ve>riLilt'e f©i M 's and on behalf of the City of Huntington Beach. This cor- poration shall never engage in any business or activity tr . o , other than that necessary or convenient for or, incidental to ' this carrying out of the purpose set forth in paragraph -1 of � Article II hereof. .s ' 4, 5 n s s This corporation is organized pur-:uant to the General. Nonprofit Corporation Lac, of. the State of Cali- f ornia. 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 m.cmber thereof and the property of this Et- corporation is irrevocably dedicated to governmental pur- poses. No substantial part. of the activities of this � z � owporatic'n shall consist of carrying on propaganda, or F otherwise attempting to influence legislation, nor shall it � *„ part ici-patc '.n, Or intcrverlC in Lwe pui.r'L .-`Alirlg or distributi-ng of state:ikents) any political caTM1paign on behalf ` K � . ea 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, hoc.- ever, that until all inuelAedness of this corporation shall t ' ' have been paid, such heat revenues may be used for the pur- pose of paying or calling for redemption any bonds, de- bentures, notes or _,tiler evidences of such indebtedness. i ,• Upon the dissolution, liquidation or winding up of this � k N corporation, or upGn abandonment, the assets of this cor- s � f porati.on remaining after payment of or provision for all � 4 debts or liabilities of this corporation_ shall be distributed to the City of Huntington Peach. 5 r # The principal office for the transaction of the 3. r ,a• .. '..ass;;G'$'.:� Y��"�5c n. -�"'is�w-,,.............. .... f ^•' L'usinc;s of this.corparattAin is located in the County of LCOs %n^ Angeles. 4v VI. F � ^sT he number of directors of this corporation may he x fixed by t!)e ay-laws but shall in na event be less than five in number. # i. The persona who are -directors of this corporation , a ` from time to time shall, be its Only Members, and upon ceasing to be it director of this corporation any such person shall � cease to be a member thereof. The members and directors of a this corporation shall hav:� no liability for dues or assessments. :µ VIT. The names and addresses of the persons who are to � act in the capacity, of directors of this corporation until -,m e the selection o; their successors are as follovs: E. Name Address : 3 #_ Richard C. Spalding Room 3600, 611 West Sixth Street., R• Los F.ng._-ales, California : t y" - Peter V°1. Blackman Room 3600, 611 West Sixth Street, Los Angeles, California a- John P. Zanotti Room 3600, Ell west Sixth Street, -Z '> "q Los Angeles, California ' g x 4 . err W. Carlton Room 3600 611 West Sixth Street, r y f Leis Anu.. les, California � v �:, •J Tim G. Grayson Roam 3600, {+ll V?est: Sixth Street, ��`` � .• ��y-.1 Lon Angeles, Calif ornia IN WITNIESS WHEREOF, for the purposes of forming ? � ;,' - i }, -'� �iRPx„v-.,.-i�YS'?3';.,,�.�. _°�"sb�:,�a spa.:s7;�;�."2�"•`�.:e.•<..,a wai+. ,nsii;n.�s ...<vn_�..a s_...- .ate c, � r s4 this corporation under the laws of the Stake of California, r we., the undersigned, constituting the incorporators of this ;v w{ corporation and the persons named herein as the first direc- ,FV tors of this corporation, have executed these Articles of -` ",M Incor,por<at.on this day of Q_ 1976. AI 4 _4✓fl�. _ � ttt " }{� ^�tr�.;.�"C�xA.�#i•w=..as.:.:"�.'�+;n'ks�3�'�i$.a5r�"•r.=e-»3'•"�" '.4..'g�.:-as`rv,�:fat'-.,.,rr..m .�,z..:-rx..a, a..�- ...�.w-sw.-,....m.r....<Pe.� .,,.......,...,«-.._...,...,»,..,.»...».,..«r ..,..,._,..,...a: �e � :fa ..ems.........._ ........ �„..�......._ ..� -� � �. . .. F - .. .a:,xsta. ,.a ..y.-;a..;. ._..._..'a,;,:"_<_..,_.-s. ..^f.,,�- .,xr'•3, .._.....F:,�,�-�..z-.. ._�f<� - S to 41 STATE OF CALIFORNIA ) _ COUNTY OF LOS ANGELES ) > ' c p ; On this 12th day of October, 1976, before me, tht undersigned, a Notary Public -in and for waid Siate, `� ` personally a� F� Y appeared, Richard C. Spalding, Peter W. Laluc":.nan, Jerry W. Carlton, Jim G. Grayson and John P. Zanotti, knoorn rya r•, R to me to be the persons whose names are subscribed to the °Ind i foregoing Article3 of Incorporation, and acXnmledged to me that they executed the same. A WITNESS my hand and official _seal. .. _ Qt }- lic .n and for r. C'alif,ornie.. ,. .. ; . ' (SEAL) p �t pt ¢,.. r. S Ok Ell s A NA CHANGED TO: THE CITLY OF -TJNTTNGTON1 BEACH PUBLIC CABIIE, C' 'JINTICATIONS CORPORATION A 17V X� A1838111�7 In the ,F L E fr"e *f 1h x. e SeCretrry of State CERTIF AMENDMENT ICATE OF of he St-1, of DV 1977 1977 OF V--7 CH FONG EU, Secretary Gf at�, ARTICLES OF INCORPORATION DepLniy GLENN W. DALY and STEPHEN W. SCHUMACHER certify: 1. That they- are the president and the secretary, respectively, of THE CITY OF HUNTINGTON BEACH PUBLIC CABLE TELEVISION CORPORATION, a California corporation. . 2 . That at a meeting of the board of directors of said corporation, duly held, at, Huntington Beach, California, on October 12, 1977, the following resolution was adopted: "RESOLVED: That Article I of the. Articles of Incorporation of the corporation be amended to read as follows : 'The name of this corporation is : THE CITY OF HUNTINGTON BEACH PUBLIC CABLE CONPIUMICATIONS CORPORATION. 3. That the members have adopted said amendment by resolution at a meeting held at Huntington Beach, _ California, on October 12 , 1977 . , That the wording of the amended article, as set forth in -IL-he members ' resolution, is the same as that set forth in the directors ' resolution in Paragzaph 2 above. 4 . That the number of members who voted affirmatively for the adoption of said resolution is Yllv,n and that the number of members constituting a quorum is three. G N DALY, Presidentj", W. S C RH I ��-C-H E S e c r e t a r y Each of the undersigned declares under penalty of perjury that the matters set forth in the foregoing certificate are true and correct. Executed at Huntington each, California, on OC"Itober 12, 1977. DALY TEP119N W. SCHUMACHER 4t-1 _ _ f • ._: Tr;:'`.'.J ;VT +11L+ST Q FILED 4Vt7t1 CALIFORNIA SECRETARY OF STATE (SECT. 3301, CORf'ORA7"IOAJS CODE).! THE INSTRUCTIONS ON THE BACK OF THE FORM BEFORE COMPLETI, G. AC'Dq ','RATIO t NAM. .) H REIN, ORGANIZED UNDER THE LAWS Or THE STATE OF CAL1FORti}(A, ftRAi{c5 FOLLO'.'�;.Nc', STATE"..-=NT: f -E_3&LO::A NON OF ITT Pr.NCIPAL CFFICE SUITE OR ROCm IA, - c/o City Ad-kinistrator CALIF. 2000 Main S-`rGet Huntington Beach 926r8 P.Q. Box 190 h_+J V1:1r'R A`.D S_T.,_:T(.;O NOT U.E P.O.BOX NO) CITY ZIa'COTE }.1 A:�-1`:.^.AODR >i�D:=rER ENT THAN 7-1a SUITE OR room 2A. 2B - ' CITY.:STATE ZIP CODE - .S N.A)ncS OF THE FOLLOWING OFFICERS ARE: - - ;,1D_ a T: N A`.tE Glenn W. Daly" �4A Huntington Beach, a� 92647 7222 .ergo Circle 3 CA S= iO ENC;ADORZ33(DO NOT USE P.O.BOX NO) CITY&STATE Call • 27P CODE Ed S . Farber NAME _6311 Fantasia Lane sA Huntington Beach, 60 92649 Oil�y :+OF,R ,IO NCE ADDRESS(DO NOT WE P.O.BOX NO.) CITY&STATE Calif . ZIP COO'c �Cf-?cTARY: NAME_Stephen W. Schumacher 6921 Lawn Haven Drive sA Huntington Beach, IC-1 92648 6U31N555 OR RESICENCE ADDRESS(00 NOT USE P.O.BOX NO.) CITY&STATE Calif . ZIP CODE PEASCRER: _ NAVE Gerald H. Mintz 6851 Skyvi ew Drive 10A Hurzti ngton Beach, H_?!N 92647 C CalZ .< O . . ZIP CODE - _- ---DO NOT Vi RIT=_IN T'W SPACE 11. S:CNATURc OF CORPOAATE OFFtCEM - 1 DATE March 29.,78 TITLE President f i FEE d�2•�.; �a. 1� �_ 3.,C. €;:.fi'u •. t.>>.� E .6 Y Li f� y'�y/Y �n.r•+�.y� m�11R i}J} ;\ iw•3`"'� f,..n.....4.r L.�"3.�s )�}� �. ..1�}..- �.1$`:.P it ;'�,�:.3 i•. R - ,�t Sro roo PLEASE DO NOT ALTER THE PREPRINTED CORPORATE NA*dc AND ADDRESS - - L, ! � ] � � � � tJtiS �JUa � � �n f-- LU TO: SECRETARY OF STATE, jj ALAN R. WATTS ATTORNEY AT LAW CALIFORNIA FIRST BANK BUILDING 1055 NORTH MAIN STREET • SUITE 1020 SANTA ANA, CALIFORNIA 92701 TELEPHONE (714) 835-6212 �:.5 ti j{ �.r/7j—^3 j y t i.� June 13, 1977 �aa J�,�;N,; �� '^7 Parer - t';3i �;�;.r: ,;it:� 7•/ �) ti9 ,.� - Board of Directors, Alvin M. Coen, Bernie Svalstad, and Frank G. Fry Public Cable Television Authority 8200 Westminster Avenue Westminster, California 92683 Gentlemen: Enclosed, you will find By-Laws of the Huntington Beach Public Cable Television Corporation. These By-Laws have been drafted pursuant to the direction of your Board at your last meeting to spell out that in the event of disapproval of a Director by the City Council, a new Director must be submitted for approval to the City Council. Thus, you will note in Article III, Section 5, paragraph 3, that in the event the City Council disapproves the election of a Director, a vacancy is deemed to exist on the Board of Directors of the nonprofit corporation. I believe that with this Amendment the document is now satisfactory with the Board of Directors of Public Cable Television Authority and should be reviewed with the City Council of the City of Huntington Beach. Ver�y/ truly yours, ALAN R. WATTS ARW:jlm Enclosure cc: Mr. John Bateman BY-LAWS OF THE _.CITY_OF HUNTINGTON.- BEACH_PUBLIC CABLE TELEVISION CORPORATION INDEX Page ARTICLE I Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 1 Principal Office . . . . . . . . . . . . . . . . . . 1 ARTICLE II Members . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 1 Classification of Members . . . . . . . . . 1 Section 2 Qualification of Members; Termination ofMembership . . . . . . . . . . . . . . . . . . . 2 Section 3 Meetings of Members. . . . . . . . ... . . . . . . 2 A. Annual Meetings . . . . . . . . . . . . . . . . . 2 B. Ralph M. Brown Act . . . . . . . . . . . . . . 2 C. Place of Meeting . . . . . . . . . . . . . . . 2 Section4 Quorum . . . . . . . . . . • . . . . . • . . . . . . . . . . . 3 Section5 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 . . . . . . . . . . . 5 Section 5 Election and Vacancies . . . . . . . . . . . . 6 Section 6 Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . 7 A. Organizational Meetings . . . . . . . . . 7 B. Other Regular Meetings . . . . . . . . . . 7 C. Ralph M. Brown Act . . . . . . . . . . . . . . 7 D. Place of Meeting . . . . . . . . . . . . . . . . 8 Section 7 Quorum . . . . . . . . . . . . . . . . . . . . . . . .. . . . . 8 ARTICLE IV Officers . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 1 Officers . . . . . . . . . . . . . . . . . . . . . . . . > . 9 Section 2 Election . . . . . . . . . . . . . . . . . . . . . . . .. . . 9 Section 3 Subordinate Officers, Etc. . . . . . . . . 9 Section 4 Removal and Resignation . . . . . . . . . . . 10 Section 5 Vacancy . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 6 President . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 7 Vice-President . . . . . . . . . . . . . . . . . . . . 11 Section 8 Secretary . . . . . . . . . .. . . . . . . . . . . . . . . 11 Section 9 Treasurer . . . . . . . . . . . . . . . . . . . . . . > . . 12 i. Page ARTICLE V Directors: Approval, Notice . . . . . . 13 Section 1 Approval of Directors . . . . . . . . . . . . . 13 Section 2 Notice of Meetings . . . . . . . . . . . . . . . . 13 Section 3 Participation of the City of Huntington Beach . . . . . . . . . . . . . . . . 14 ARTICLE VI Miscellaneous . . . . . . . . . . . . . . . . . . . . . 14 Section 1 Contracts, Etc. ; How Executed 14 Section 2 Inspection of Corporate Records . . . 14 Section 3 Inspection of By-Laws . . . . . . . . . . . . . 15 Section 4 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . 15 Section 5 Construction and Definitions . . . . . . 15 Section 6 Filing Statement of Corporate Officers . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 7 Prohibition Against Sharing in Corporate Earnings . . . . . . . . . . . . . . 16 ARTICLE VII Amendments . . . . . . . . . . . . . . . . . . . . . . . 17 Section 1 Power of Members . . . . . . . . . . . . . . . . . . 17 , Section 2 Power of Directors . . . . . . . . . . . . . . . . 17 ii, BY-LAWS By-laws 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 Orange. Any such change shall be noted, by the secretary opposite this section, but shall not be con- sidered 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 corpo- ration from time to time shall be the only members of the corporation, and upon ceasing to be a director of the corpo- ration 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 members shall be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown 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, ancestry or sex. If 2. geC _ , p no such place has been fixed, the place of meeting shall be the principal office of the corporation as fixed by these by-laws. Section 4 . Quorum. The presence in person of a majority of the members of the corporation shall con- stitute a quorum for the transaction of business at any meeting of members. Section 5. Voting. Each member of the corpo- ration shall be entitled to one vote on each matter sub- mitted 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 authority 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 directors shall have the following powers, to wit: 3. 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 incon- sistent with law, the articles of incorporation or these by-laws, fix their compensation and require from them security for faithful service. 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-laws , 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 Orange 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 4. trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor. 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 III. Section 3. Term of Office. Except as provided in Section 4 of this Article III all directors shall hold 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 less 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 resignation shall take effect-at_a time which must be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary__to- make_it=effective-. 5. Section 5. Election and Vacancies. The directors of the corporation shall be elected at the annual meeting of the members of the corporation; provided, if any such annual meeting is not held or directors are not elected thereat, the directors may be elected at any special meeting of the members of the corporation held at any time for that purpose. Vacancies in the board of directors shall 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 hold office until such director' s election is confirmed or a successor is elected at an annual or a special meeting of the members. If there is no member remaining, then the vacancies in the board of -directors shall be filled by the Mayor of the City of Huntington Beach. A vacancy or vacancies in the board of directors shall _be deemed to exist in the case of the death, resig- nation or removal of any elected director, or if the autho— rized number of directors be increased, or the failure of the members, at any annual or special meeting of members at which any director or directors are elected, to elect the full authorized number of directors to be voted for at that meeting, or if the City Council of the City of Huntington Beach shall, pursuant to Section 1 of Article V, disapprove the election of any director. 5. 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 when said resignation is to become effective. No reduction of the authorized) number of directors shall have the effect of removing 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 -organiza- tion, 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 the board shall fix by resolution; provided, however, should said day fall upon a legal__holm-_____ day, then said meeting shall be held at the same time on the next business day. C. Ralph M. Brown Act. All meetings of the board of directors, and any committee thereof, shall be called, 7. l noticed, held and conducted in accordance with provisions of the Ralph M. Brown Act Ccommencing with Section 54950 of the Government Code of the State of California) . D. Place of Meeting. Regular and special meet- ings of the board of directors shall be held at any place within or without the state which has been designated from time to time by resolution of the board; 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, ancestry or sex. In the absence of such designation, regular meetings and special meetings shall be held at the principal office of the corporation.-. __ Section 7 . Quorum. A majority, of the autho- rized number of directors shall be necessary to constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a meeting duly called, noticed and held at which a quorum is present shall be regarded as the act of the board of di- rectors unless a greater number be required by the articles of incorporation or by law. 8. ARTICLE IV. OFFICERS Section 1. Officers. The officers of the cor- poration, who may also be directors, shall be a president, vice-president, a secretary and a treasurer. The corpo- ration may also have, at the discretion of the board of directors, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed by the board of directors. One person may hold two or more offices, except that the offices of president and secretary shall not be held by the same person. Section 2 . Election. The officers of the corpo- ration, except such officers as may be appointed in accor- dance with the provisions of Section 3 or Section 5 of this Article IV, shall be elected annually by the board of di- rectors and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified. Section 3. Subordinate Officers, Etc. The board . of directors may appoint, and may empower the president to appoint- such other officers as the business of .-the corpora- tion may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the by-laws 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 thereof, or, except in case of an officer elected by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors. Any officer may resign at any time by giving written notice to the board of directors or to the presi- dent, or to the secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 5. Vacancy. A vacancy in any office because of death, resignation, disability, removal, dis- qualification or any other cause shall be filled at the time the vacancy occurs or promptly thereafter in the manner prescribed in these by-laws for regular election or ap- pointment to such office. Section 6. President. The president shall be the chief executive officer of the corporation and, subject to the control of the board of directors, shall have general supervision, direction and control of the affairs of the corporation. The president shall preside at all meetings of members and meetings of the board of directors. 10. �x r Section 7. Vice President. The vice president, in the absence or disability of the president or his refusal or inability to act,, shall exercise and have all the powers of, shall perform all the duties of and shall 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 prescribed by the board of directors or these by-laws. Section 8. 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 spe- cial, how authorized, the notice thereof 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 membership ceased. The secretary shall give, or cause to be given, notice of all the meetings of the members and of the board of directors as required by these by-laws or by law to be lle 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 accounts 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. 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 president 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. 12. _ ARTICLE V. DIRECTORS: APPROVAL, NOTICE Section 1. Approval of Directors. When a di- rector is elected to the board of directors, the City Council of the City of Huntington Beach (the "Council") shall have the right to approve or disapprove said election, provided that such a director may lawfully serve as a di ' rector until such time as the Council registers its dis- approval of the election of 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 elec- tion. Written notice of the election of a director must be sent to the Council within five days after the effective_ date of such election. A copy of any of the notices re- quired by this Section 1 shall be affixed to the corpora- tion' s book of minutes of the meetings of directors 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 City Clerk of the City of Huntington Beach. Failure to give such notice shall not in any way invalidate any action taken by the board of directors at any such meeting. 13. Section 3. Participation of the City of Huntington Beach. Officers or their designees of the City of Huntington Beach shall have the right to attend meetings of the corpora- tion' s board of directors and make recommendations thereto. ARTICLE VI. MISCELLANEOUS Section 1. Contracts, Etc. ; How Executed. The board of directors, except as otherwise provided in these by-laws, may authorize any officer or officers, agent or .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 corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or. ' for 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 office of the City of Huntington Beach, at any reasonable time, and for a purpose reasonably related to their respective interests. Such inspection may 14 . 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 corpo- ration. Section 3. Inspection of By-Laws. The corpo- ration shall keep in its principal office the original or a copy of these by-laws, as amended, certified by the secre- tary, which by-laws shall be open to inspection by the members and any officer of the City of Huntington Beach at all reasonable times during office hours. Section 4. Fiscal Year. The fiscal year of the corporation shall begin on the 1st day of July and end on the 30th day of June in each year. Section 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 construction of these by-laws. 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 15. 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 location and address of its principal office. Section 7 . Prohibition Against Sharing in Corporate 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 compensation 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; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolu- tion of the corporation. All members of the corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the corporation, whether voluntary or involuntary, the assets of the corporation then remaining in the hands of the board of directors after all debts have been satisfied shall be 16. e W L distributed in accordance with the articles of incorpora- tion 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 these by-laws, new by-laws may be adopted or these by-laws may be amended or repealed by the vote of a majority of a quorum at a meeting of members duly called for the purpose according to the articles of incorporation or these by-laws; provided, however, that the provisions of Article V, of Section 7 of Article VI, and of this Article VII of these by-laws shall not be amended or repealed without the consent of the Council of the City of Huntington Beach. Section 2. Power of Directors. Subject to the power of the members as provided in this Article VII to adopt, amend or repeal by-laws, any by-law other than a by-law, or amendment thereof, fixing or changing the ,au- thorized number of directors may be adopted, amended 'or re- pealed by the board of directors; provided, however, that the provisions of Article V and of Section 7 of Article VI of these by-laws, and of this section, shall not be amended or repealed without the consent of the Council of the City of Huntington Beach. 17. CERTIFICATE OF SECRETARY I, the undersigned, do hereby certify: 1. •That I am the duly elected and acting secre- tary of THE CITY OF HUNTINGTON BEACH PUBLIC CABLE TELEVISION CORPORATION, a California nonprofit corporation; and 2. That the foregoing by-laws comprising seventeen pages constitute the by-laws of said corporation as duly adapted at a meeting of the board of directors thereof duly held on / ?/ns' l 1977 . IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of this corporation this day of ,j �����s , 1977. .J3 Secretary ARTICLES OF INCORPORATION OF THE CITY OF HUNTINGTON BEACH PUBLIC CABLE TELEVISION CORPORATION ARTICLES OF INCORPORATION OF THE CITY CF HUNTINGTON BEACH PUBLIC CABLE TELEVISION CORPORATION I® The name of this corporation is: THE. CITY OF HUNTINGTON BEACH PUBLIC CABLE TELEVISION CORPORATION. Ix. The purposes for which this corporation is formed -are 1. The specific and primary purpose for which this corporation is formed is to render assistance to -the k City of Huntington Beach by constructing and operating for , 1 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. 20 In order to carry out said purposes , this 8 corporation shall have the following powers: (a) to incur indebtedness and in connection therewith to issue bonds , debentures , notes or other evidences of indebtedness; (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 all 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. This corporation is organized by a group of public spirited citizens for the sole purpose of acquiring and--- operating_.or providing Ifor the operation of the Cable Com- munications System 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 -II hereof. 2. 4 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 or other 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 Huntington Beach. a V. The principal office for the transaction of the 3. i business of this corporation is located in the County of -hos . 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. VII. The names and addresses of the persons who are to act in the capacity of directors 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 •Jest 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 a IN WITNESS WHEREOF , for the purposes of forming 4. this corporation under the laws of. the State 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. ell HUNTINGTON BEACH PUBLIC CABLE TELEVISION -CORPORATION I P.O. Box 19 / Huntington Beach Ca 92648 / ( 714 ) 894-6512 Mr.Glenn W. Daly 28 October, 1977 Mr.Gerald Mintz President Treasurer Mr. Ed Farber Mr.Stephten Schumach9r Vice President Secretary Mr.Edgard Murphy Mr.John R.Batman Director Consultant Mr. William S. Dickinson Dickinson Communications, Ltd. One Embarcadero Center, Suite 2214 San Francisco, California 94111 Dear Mr. Dickinson: Pursuant to your request, the Board of Directors of the City of Huntington Beach Public Cable Communications Corporation has author- ized me to send you this letter relating to the position of the Board concerning the financing and construction of the cable television system in the City of Huntington Beach. The Board has reviewed and approved in principal the following docu- ments: 1 . The Construction Contract,wherein Dickinson Communications, Ltd. will construct the cable television system. 2. The Lease, wherein the cable television system will be leased to Dickinson Communications, Ltd, for operation and maintenance. 3. The Indenture of Mortgage and Deed of Trust, wherein the City of Huntington Beach Public Cable Communications Corporation will issue its bonds to pay for the construction of the cable television system in the amount and manner described in the construction contract. The Board has not, at this time, reviewed nor approved the official statement pertaining to the sale of the bonds. Very truly yours, Glenn W. Daly President ARW:hc cc: Mr. William S. Dickinson Dickinson Communications, Ltd. 18080 Beach Blvd. Huntington Beach, Ca. 92648 � 1 HUNTINGTON BEACH PUBLIC CABLE TELEVISION -CORPORATION P.O. Box 190 / Huntington Beach Ca 92648 / ( 714 ) 694-6512 Par.Wenn W. Daly Mr.Gerald Mintz President Treasurer Mr. Ed Farbew Mr.Stephen Schumacher Vice President Secretary Mr. Edward Murphy Mr. John R. Bateman RESOLUTION N0. H61977-2 Director -- - Consultant A RESOLUTION OF THE BOARD OF DIRECTORS OF THE HUNTINGTON BEACH PUBLIC CABLE TELEVISION CORPORATION APPROVING A CHANGE IN THE NAME OF THE CORPORATION. RESOLVED: That Article I of the Articles of Incorporation of this corporation be amended to read as follows: "The name of this corporation is: THE CITY OF HUNTINGTON BEACH PUBLIC CABLE COMMUNICATIONS CORPORATION." THE FOREGOING RESOLUTION is signed and approved this 19th day of October 1977. 1 4. Daly, Preside Ed Farbe , Vice President cG'e ald H. Mintz,"Trees rer ATTEST > Ik Edward L. Murphy, Wector John Bate n ;° ephe Schumacher, Secretary e CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION GLENN W. DALY and STEPHEN W. SCHUMACHER certify: 1. That they are the president and the secretary, respectively, of THE CITY OF HUNTINGTON BEACH PUBLIC CABLE COMMUNICATIONS CORPORATION, a California corporation. 2 . That at a meeting of the board of directors of said corporation, duly held at Huntington Beach, California, on October 12, 1977, the following resolution was adopted: "RESOLVED.- That Article I of .the Articles of Incorporation of the corporation be amended to .read as follows : 'The name of this corporation is : THE CITY OF HUNTINGTON BEACH PUBLIC CABLE COMMUNICATIONS CORPORATION. 3. That the members have adopted said amendment by resolution at a meeting held at Huntington Beach, California, on October 12 , 1977. That the wording of the amended article, as set forth in the members ' resolution, is the same as that set forth in the directors ' resolution in Paragraph 2 above. 4. That the number of members who voted affirmatively for the adoption of said resolution isv'�� }) and that the number of members constituting a quorum is -hree. L0 11 , o� GL . DALY, Pres1 en ,STRPHUR W. SCHUYIACHER, Secretary Each of the undersigned declares under penalty of perjury that the matters set forth in the foregoing certificate are true and correct. Executed at Huntington Beach, California, on October 12 , 1977 . 'J ) I'll, i GL . DALY _j STEPHE 4 . SCHUNJACHER r HUNTINGTON BEACH PUBLIC CABLE TELEVISION -CORPORAT ION P.O. Box 19O f Huntington Beach Co 92548 / ( 714 ) 894-6512 ?.fir. Glo-nn W.DDly Mr. Car-Aid Mintz Prs�d�ni Trn��urer 9r. Ed F nrb�x M,r. StWNan Schumacher Vice Pr idant Secretary Mr. ECi and Murphy Mr.John R.&M n RESOLUTION NO.HB 1977--1 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE HUNTINGTON BEACH PUBLIC CABLE TELEVISION CORPOR- ATION APPROVING, IN PRINCIPAL, A PROPOSAL OF PlIATTHEWS & WRIGHT, INC. TO PURCHASE BONDS WHEREAS , Huntington Beach Public Cable Television Corpora- tion intends to issue bonds to' finance the design, construction and installation of a cable television system in the City of Huntington Beach; and WHEREAS , Matthews , & Wright, Inc. have submitted a proposal dated August 3, 1977 to the Board of Directors of Huntington Beach Public Cable Television Corporation to act as underwriters and to purchase such bonds. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of Huntington Beach Public Cable Television Corporation, that the proposal of Matthews & Wright, Inc. is hereby approved in principal, subject to such terms and conditions as the Board of Directors may determine, and also subject to satisfactory . completion of other matters necessary to issue bonds for the purposes provided above. Huntington Be; )lic Cable ,.. ♦ ' Television Cor'' ora-cion RESOLUTION NO. 1977-1 page 2 This Resolution is approved by me this loth day of August, 1977. xi' LIMN W. DALY Chairman of the Boa of Directors STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss . CITY OF HUNTINGTON BEACH) I , HAZEL CRANDALL, do hereby certify that I am the Assistant Secretary of the Huntington Beach Public Cable Television Corporation; that the foregoing Resolution was regularly introduced to said Board of Directors at its meet- ing held on the l0tYi day of ' August 1977 , and was at said meeting regularly passed and adopted by the following vote to wit: AYES : MEMBERS : Daly, Farber, Mintz and Murphy NAYES : MEMBERS: None ABSENT: MEMBERS : Schumacher As st t Secretary