HomeMy WebLinkAbout92-21 - Formation of the Newport Beach Public Facilities Corporation and Approving the Terms of its CharterRESOLUTION NO. 92 -21 _..
RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF NEWPORT BEACH
AUTHORIZING THE FORMATION OF THE
NEWPORT BEACH PUBLIC FACILITIES
CORPORATION AND APPROVING THE TERMS
OF ITS CHARTER
WHEREAS, this City Council is desirous to create a non - profit
corporation pursuant to the California Nonprofit Corporation Law
for the purpose of assisting the City of Newport Beach in the
financing of public improvements, including a public library;
WHEREAS, there has been presented to and considered by this
City Council a proposed charter and by -laws for the proposed
Newport Beach Public Facilities Corporation;
NOW, THEREFORE, the city Council of the City of Newport Beach
resolves as follows:
Section 1. The creation of the Newport. Beach Public
Facilities Corporation pursuant to the proposed charter is hereby
approved.
Section 2, The City Manager, City Treasurer and such other
officers and agents of the City of Newport Beach as are necessary
or convenient are hereby authorized and directed to cause the
charter of the Newport Beach Public Facilities Corporation to be
filed with the Secretary of State and to take such further action
as may be necessary to lawfully create and empower the corporation
pursuant to the terms of said charter.
PASSED, APPROVED and ADOPTED by the City Council of the City
of Newport Beach at its regular meeting held this 9th day of
March , 1942 ..
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=Mayor
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ARTICLES OF INCORPORATION
OF
NEWPORT BEACH PUBLIC FACILITIES CORPORATION
I.
The name of this corporation is: NEWPORT BEACH PUBLIC
FACILITIES CORPORATION.
II.
This corporation is a nonprofit public benefit corporation and
is not organized for the private gain of any person. It is
organized under the Nonprofit Public Benefit Corporation Law for
public purposes. The specific public purposes for which the
corporation is organized include the following.
(a) To render financial assistance to the City of Newport
Beach, California ( "City ") by financing, acquiring; constructing,
improving, leasing and selling buildings, building improvements,
equipment, electrical, water, sewer, road and other public
improvements, lands and any other real or personal property,
tangible and intangible, for the benefit of residents of the City
and surrounding areas;
(b) To acquire by lease, purchase or otherwise, real or
personal property, tangible or intangible, or any interest therein;
to construct, reconstruct, modify, add to, improve or otherwise
acquire or equip buildings, structures or improvements and (by
sale, lease, sublease, leaseback, gift or otherwise) make any part
of all or any such real or personal property available to or for
the benefit of the public, the City, or any` one or more
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departments, commissions, or agencies of the City;
(c) To promote the common good and general welfare of the
City and the inhabitants thereof, and the governmental, commercial,
industrial or other enterprises in the City and surrounding areas
by financing the acquisition of the real and personal property,
tangible and intangible, as hereinabove described;
(d) To borrow the necessary funds to pay the cost of
financing, acquiring, constructing, replacing, establishing,
improving, maintaining, equipping and operating such properties and
facilities for the herein described purposes, the indebtedness for
which borrowed money may, but need not, be evidenced by securities
of this corporation of any kind or character issued at any one or
more times, which may be either unsecured or secured by any
mortgage, trust deed, pledge, encumbrance or other lien upon any
part or all of the properties and assets at any time then or
thereafter owned or acquired by this corporation.
(e) To receive limited or conditional gifts or grants in
trust, inter vivos, or by way of testamentary devises, bequests or
grants in trust, or otherwise, funds of all kinds including
property, both real, personal and mixed, whether principal or
income, tangible or intangible, present or future, vested or
contingent, in order to carry on the purposes of this corporation.
The general purposes and powers for which the corporation is
organized are to have and exercise all rights and powers now or
hereafter conferred on nonprofit corporations under the laws of the
State of California; provided, however, that this corporation shall
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4.
not, except to an insubstantial degree, engage in any activities or
exercise any powers that are not in furtherance of the specific and
primary purposes of this corporation as set forth above.
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This Corporation is organized and operated exclusively for
civic purposes within the meaning of Section 501(c ) (4) of the
Internal Revenue Code of 1986, and under the direction of a group
of public spirited citizens for the sole purpose of acquiring and
constructing or providing for the construction of public
improvements as a civic venture for and on behalf of the City.
This corporation shall never engage in any business or activity
other than that necessary or convenient for or incidental to the
carrying out of the purposes set forth in Article II hereof.
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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 private individual, or any director,
officer or member thereof, or any person, firm or corporation
excepting only the City. No substantial part of the activities or
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; provided, however, that until all indebtedness of this
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corporation shall have been paid, such net revenues may be used for
the purpose of paying, prepaying, or calling for redemption any
bonds, debentures, notes or other evidences of indebtedness issued
to finance public improvements. Upon the dissolution, liquidation
or winding up of this corporation, or -upon abandonment, the assets
of this corporation remaining after payment of all or provision for
all debts or liabilities of this corporation and after compliance
with Chapters 15, 16 and 17 of the California Nonprofit Public
Benefit Corporation Law shall be distributed to the City.
V.
The name and address in this state of the corporation's
initial agent for service of process is:
Dennis Danner, City Treasurer
City of Newport Beach
P.O. Box 1768
3300 Newport Boulevard
Newport Beach, California 92659 -1768
VI.
The number of directors of this corporation may be fixed by
its bylaws. 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.
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IN WITNESS WHEREOF, for the purpose of forming the Corporation
under the law of the State of California, the undersigned has
executed these Articles of Incorporation this _ / lday of
1992.
MEMO
DECLARATION
I declare that I am the person who executed the above Articles
of Incorporation, and that this instrument is my act and deed.
Executed one /O , 1992 at Newport Beach, California.
I declare under penalty or perjury that the foregoing is true
and correct.
DEN14ISDANNER, Incorporator
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BYLAWS
OF
NEWPORT BEACH PUBLIC FACILITIES CORPORATION
ARTICLE I.
Name, Organization. Purpose
and Principal Office
SECTION 1.01. Name. The name of this corporation is CITY OF
NEWPORT BEACH PUBLIC FACILITIES CORPORATION (hereinafter referred
to as the "Corporation ").
SECTION 1.02. Organization, Purpose and Use of Funds. The
Corporation is a nonprofit public benefit corporation organized
under the Nonprofit Corporation Law of the State of California to
provide assistance to the City of Newport Beach, California, by,
among other methods, acquiring, leasing, constructing or financing
various public facilities, land, equipment and other improvements
and property for the use, benefit and enjoyment of the public
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(herein referred to as "public improvements "). The activities of
the Corporation shall be limited to the activities described in its
Articles of Incorporation. No gains, profits or dividends shall be
distributed to any of the members of the Corporation; no part of
the net earnings, funds or assets of the Corporation shall inure to
the benefit of any member, shareholder, individual person, firm or
corporation, excepting only the City of Newport Beach.
SECTION 1.03. Principal Office. The principal office of the
Corporation is hereby fixed and located at 3300 Newport Boulevard,
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Newport Beach, California, City Manager's Office. The Board of
Directors is hereby granted full power and authority to change said
principal office from one location to another in the City of
Newport Beach. Any such change shall be noted by the Secretary
opposite this section, but shall not be considered an amendment to
these Bylaws.
ARTICLE II.
Members
SECTION 2.01. Members. Pursuant to Section 5310 of the
Government Code, the bylaws of a nonprofit corporation may provide
that the corporation shall have no members. The Corporation shall
have,no members other than the Directors as specified by Article
V of the Articles of Incorporation.
ARTICLE III.
Directors
SECTION 3.01. Powers. Subject to limitation of the Articles
of Incorporation, or the Bylaws, and of the California Nonprofit
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Corporation Law, and subject to the duties of Directors as
prescribed by the Bylaws, all powers of the Corporation 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. No Director shall be responsible for any error in
judgment or for anything that he or she may do or refrain from
doing in good faith. Without prejudice to such general powers, but
subject to the same limitations, it is hereby expressly declared
that the Directors shall have all of the powers permitted by law,
including, but not limited to, the following powers, to wit:
First - To select and remove all the
other officers, agents and employees of the
Corporation, prescribe such powers and duties
for them as may not be inconsistent with law
or the Articles of Incorporation or Bylaws,
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 or the
Articles of Incorporation or Bylaws, as they
may deem best;
Third - To borrow money and incur
indebtedness for the purposes of the
Corporation, and to cause to be executed and
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delivered therefor, in the name of the
Corporation, promissory notes, bonds,
debentures, deeds of trust, mortgages,
pledges, hypothecations or other evidences of
debt and securities therefor;
Fourth - To purchase, rent or otherwise
acquire, hold, maintain, lease, sell or
otherwise dispose any real or personal
property for the purposes of the Corporation.
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property for the purposes of the Corporation.
SECTION 3.02. Number and Qualifications of Directors. The
authorized number of Directors shall be seven (7) until changed by
amendment of the Articles of Incorporation or by amendment of the
Bylaws.
SECTION 3.03. Selection and Term of Office. Directors of he
Corporation shall be the members of the City Council of the City of
Newport Beach or persons designated by the City Council, and no
person shall be eligible to serve as a Director of the Corporation
except a person initially approved by a resolution of 'the City
Council. Unless a vacancy in the office occurs as herein provided,
each Director shall hold office for the same term as the member of
the City Council of the City of Newport Beach nominating that
Director or until a successor has been designated and has accepted
the office. The member of the City Council of the City of Newport
Beach nominating a Director of the Corporation may, with or without
cause, remove that Director of the Corporation from office.
SECTION 3.04. Vacancies. Subject to the provisions of
Section 5226 of the California Nonprofit Corporation .Law, any
Director may resign effective upon giving written notice to the
President, the Secretary, or the Board, unless the notice specifies
a later time for the effectiveness of such resignation. If the
resignation is effective at a future time, a successor may be
selected before such time, to take office when the resignation
becomes effective.
The Board of Directors may remove a Director for failing to
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attend three consecutive meetings of the Board of Directors.
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 is
increased.
Vacancies in the Board shall be filed in the same manner as
the Director whose office is vacant was selected. Each Director so
selected shall hold office until the expiration of the term of the
replaced Director and until a successor has been selected and has
accepted the office.
SECTION 3.05. Organization and Annual Meeting. The Board of
Directors shall hold an annual meeting for the purpose of
organization, selection of Directors and officers, and the
transaction of other business. Annual meetings of the Board shall
be held without call or notice on the second Monday of July at 2:00
o'clock p.m., local time; provided, however, should any said day
fall upon a holiday observed by the Corporation at its principal
office, then said meeting shall be held at the same time on the
next day thereafter ensuing which is a full business day.
SECTION 3.06. Regular Meetings. The Board of Directors by
resolution may provide for the holding of regular meetings and may
fix the time and place of holding such meetings. Notice of regular
meetings need not be given.
SECTION 3.07. Special Meetings Notice Waiver. A special
meeting of the Board of Directors shall be held whenever called by
the President, or by a majority of the Directors. Written notice
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of each such meeting shall be delivered personally or by mail to
each Director to be received at least twenty -four (24) hours before
the time of such meeting. The call and notice shall be posted at
least twenty -four (24) hours prior to the special meeting in a
location that is freely accessible to.the members of the public.
Notice shall also be given to the City Council of the City of
Newport Beach if the Directors or any of them are not members of
the City Council. The call and notice shall signify the time and
place of the special meeting and the business to be transacted. No
other business shall be considered at such meetings by the'Board of
Directors. Notice of Adjournment of a meeting need not be given to
abseAt Directors if the time and place are fixed at the meeting
adjourned. The transactions of any meeting of the Board of
Directors, however called and noticed and wherever held, shall be
as valid as though had at a meeting held after regular call and
notice, if a quorum be present; provided, however, that before the
meeting, each of the Directors not present signs a written waiver
of notice and files said written waiver of notice with the
Secretary; and provided further, that notice be given to each local
newspaper of general circulation, radio or television station
requesting notice in writing pursuant to Government Code Section
54456. All waivers, shall be filed with the corporate records and
made a part of the minutes of the meeting.
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SECTION 3.48. Adjourned Meetings,_ Notice of Adjournment. The
Board of Directors may adjourn any regular, adjourned regular,
special or adjourned special meeting to a time and place specified
in the order of adjournment. Less than a quorum may so adjourn
from time to time. A copy of the order or notice of adjournment
shall be conspicuously posted on or near the door of the place
where the regular, adjourned regular, special or adjourned special
meeting was held within twenty four hours after the time of
adjournment. When a regular or adjourned regular meeting is
adjourned as provided in this section, the resulting adjourned
regular meeting is a regular meeting for all purposes.
,SECTION 3.09. Quorum. A majority of the authorized 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 held at which
a quorum is present, shall be regarded as the act of the Board�of
Directors unless a greater number be required by law or by the
Articles of Incorporation.
SECTION 3.10. Fees and Compensation. Directors shall receive
no compensation or expenses for their services as Directors.
SECTION 3.11. Ralph M. Brown Act. Notwithstanding any of the
provisions of these Bylaws to the contrary, all meetings of
Directors shall be subject to the Ralph M. Brown Act, commencing at
Section 54940 of the Government Code of the State of California.
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SECTION 3.12. Conduct of Meetings. The President or, in his
absence, the Vice President, or a Chairman chosen by a majority of
the Directors present, shall preside.
Articles Iv.
Officers
SECTION 4.01. Officers. The officers of the Corporation
shall be the Chairman of the Board, a President, and a Chief
Financial Officer. The Corporation may also have, at the discretion
of the Board of Directors, one or more Vice Presidents, 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 or President and Chief Financial Officer
may not be combined.
SECTION 4.02. Election. The Chairman of the Board and any
Vice - Presidents shall be chosen annually by the Board of Directors
and each shall hold office until the officer shall resign, be
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removed, or otherwise disqualified to serve, or the officer's
successor shall be elected and qualified.
SECTION 4.03. Removal and Resignation. Vice - Presidents may
resign, or may be removed, with or without cause, by the Board of
Directors at any time. Vacancies caused by death, resignation or
removal of any Vice - Presidents may be filled by appointment by the
Board of Directors, or by the President until such appointment by
the Board of Directors.
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SECTION 4.04. President. The City Manager of the City of
Newport Beach shall be the President of the Corporation and,
subject to the control of the Board of Directors, shall be
responsible for the management, supervision, direction and control
of the affairs of the Corporation.
SECTION 4.05. Vice- President. In the absence or disability
of the President, the Vice Presidents in order of their rank as
fixed by the Board of Directors or, if not ranked, the Vice
President designated by the Board of Directors, shall perform all
the duties of the President, and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the
President. The Vice President shall have such other powers and
perform such other duties as from time to time may be prescribed
for them respectively by the Board of Directors or'by the Bylaws.
SECTION 4.06. Secretary. The Secretary shall be the City
Clerk of the City of Newport Beach. The Secretary shall keep Iat
the principal office of the Corporation a book of minutes of all
meetings of Directors and members, with the time and place of
holding, how called or authorized, the notice thereof given, the
names of those present or represented at member's meetings, and the
proceedings thereof.
SECTION 4.07. Chief Financial Officer. The Chief Financial
Officer shall be the City Treasurer of the City of Newport Beach.
The Chief Financial Officer shall keep and maintain adequate and
correct books of account showing the receipts and disbursements of
the Corporation, and an account of its cash and other assets, if
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any. Such books of account shall at all reasonable times be open
to inspection by any member or Director.
The Chief Financial Officer shall deposit all moneys of the
Corporation with such depositories as are designated by the Board
of Directors, and shall disburse the funds of the Corporation as
may be ordered by the Board of Directors, and shall render to the
President or the Board of Directors, upon request, statements of
the financial condition of the Corporation.
SECTION 4.08. Subordinate officers. Subordinate officers
shall perform such duties as shall be prescribed from time to time
by the Board of Directors or the President.
Articles V.
Miscellaneous
SECTION 5.01. Execution of Documents. The Board of Directors
may authorize any officer, agent or both 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; unless so authorized by the Board of Directors,
no officer, agent or other person 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 to any amount.
SECTION 5.02. Inspection of Bylaws. The Corporation shall
keep in its principal office the original or a copy of these
Bylaws, as amended or otherwise altered to date, certified by the
Secretary, which shall be open to inspection by the members at all
reasonable times during office hours.
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SECTION 5.03. Annual Report. The annual report referred to
in Section 6321 of the Government Code of the State of California
is expressly dispensed with.
SECTION 5.03. Fiscal Year. The fiscal year of the
Corporation shall begin July 1 and end June 30 of each year, except
the first fiscal year which shall run from the date of
incorporation to June 30, 1992.
SECTION 5.05. Dissolution. In the event of dissolution of
the Corporation in any manner and for any cause, after the payment
or adequate provision for the payment of all of its debts and
liabilities, all of the remaining funds, assets and properties of
the Corporation shall be paid or distributed to the City of Newport
Beach, California.
SECTION 5.06. Construction and Definitions: Unless the
context otherwise requires, the general provisions, rules of
construction and definitions contained in the Nonprofit Corporation
Law of the State of California shall govern the construction of
these Bylaws. If any section, subsection, sentence, clause or
phrase of these Bylaws, or the application thereof, is contrary to
the Nonprofit Corporation Law of the State of California the
provisions of that law shall prevail. Without limiting the
generality of the foregoing the masculine gender includes the
feminine and neuter, the singular number includes the plural and
the plural number includes the singular, and the term "person"
includes a corporation as well as a natural person.
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Articles VI.
Amendments
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SECTION 6.01. Power of Directors. New Bylaws may be adopted
or these Bylaws may be amended or repealed by a majority vote of
the Board of Directors.
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