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HomeMy WebLinkAbout4 Board Officers election Agenda Item # 4 Truckee Donner Public Utility Financing Corporation ACTION To: Board of Directors From: Michael D. Holley Date: December 15, 2010 Subject: Election of the Financial Corporation Board Officers: President and Vice President; and the Appointment of the Secretary and Treasurer 1. WHY THIS MATTER IS BEFORE THE BOARD Only the Board can elect new officers. 2. HISTORY Each year, an annual meeting of the Truckee Donner Public Utility District Financing Corporation convenes to conduct their business, which includes the election of new officers. The last meeting was held on December 2, 2009. The officers approved were: Jeff Bender, President; John Hillstrom, Vice President; Michael Holley, Secretary; and Mary Chapman, Treasurer. 3. NEW INFORMATION Per the Finance Corporation By-Laws, officers shall be a President, Vice President, Secretary and Treasurer. Officers shall be chosen annually by the Board of Directors and each shall hold office until the officer's successor shall be elected. 4. FISCAL IMPACT There is no direct fiscal impact associated with this item. 5. RECOMMENDATION a) Elect a President and Vice President who are serving on the Truckee Donner Public Utility Board as officers for the TDPUD Financing Corporation b) Appoint Michael D. Holley to service as Secretary and Bob Mescher to serve as the Financing Corporation Treasurer T y ! � r Mary Ch an Mic ael D. Holley Treasurer Secretary Attachment 1 BY-LAWS OF TRUCKER DONNER PUBLIC UTILITY DIBTRICT FINANCINGS CORPORATION ARTICLE I Name. Organization and Purpose. Principe. Office, Seal Section 01. Name. The name of this corporation is TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING CORPORATION (Hereinafter referred to as the "Corporation") . Bacon 1.02. OrganjzAtign,, se and U e of Funds. The Corporation is a nonprofit public benefit corporation organized under the Nonprofit Corporation Law of the State of California to provide financial assistance to the Truckee Donner Public Utility District (the "District") , by acquiring, constructing and financing various public facilities, land and equipment and the leasing of facilities, land and equipment for the use, benefit and enjoyment of the public (herein "Facilities") . 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 Directors or officers of the Corporation; and no part of the net earnings, funds or assets of the Corporation shall inure to the benefit of any Director or any other person, firm or Corporation excepting only the District. Section 1.03. Principal Office. The principal office of the Corporation is hereby fixed and located at 11570 Donner Pass Road, Truckee, 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 Nevada. Any such change shall be noted by the Secretary opposite this section, but shall not be considered an amendment to these By-laws. Section}„ .04. S—em. The corporate seal of the Corporation shall set forth the name of the Corporation and shall have inscribed thereon the words "Incorporated April 24, 1986." 1 Third - To borrow money and incur indebtedness for the purposes of the Corporation, and to cause to be executed and delivered therefor, in the name of the Corporation, promissory notes, bonds, certificates of participation, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor. SectigD 3.02. Nam erand qualification of Directors. The authorized number of Directors shall be five (5) until changed by amendment of the Articles of Incorporation or by amendment of the By-laws. Section 3.03. gelectiQnand loan of,O1fice. The initial Directors shall be appointed by the Board of Directors of the Truckee Donner Public Utility District; provided, how2ver., that pending such appointment, the incorporator of the Corporation, in accordance with Section 5134 of the Corporations Code of the State of California, may designate such Directors, subject to ratification by the Directors of the Truckee Donner Public Utility District. Except as hereinafter provided, each Director shall hold office for a term of four (4) years from the date of appointment, except that of the Directors appointed during 1988; two shall serve for a term of two (2) years and three shall serve for a term of four (4) years. Unless a vacancy in the office occurs as herein provided, the Director appointed shall hold office until the expiration of his/her term and until a successor has been designated and has accepted the office. The members of the Board of Directors of the District may, with or without cause, remove any Director from office. Section 3.04. Vacanci2g. 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. 3 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 54956. All waivers shall be filed with the corporate records and made a part of the minutes of the meeting. ection 3.08. AdJg rned Meetirngra, Noticg oC &djournment. 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 24 hours after the time of the 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 3n09. OUgpirnt . 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. Sect'on_3.10. Fees and,CgnRens tion. 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 By-laws to the contrary, all meetings of Directors shall be subject to the Ralph M. Brown Act, commencing at Section 54950 of the Government Code of the State of California. 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. 5 fectign $.Q6. Secretary. The Secretary shall keep at the principal office of the Corporation a book of minutes of all meetings of Directors, with the time and place of holding, how called or authorized, the notice thereof given, and the names of those present at Directors' meetings. section :1-47. Treasurer. The Treasurer shall be the chief financial officer and 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 any. Such books of account shall at all reasonable times be open to inspection by any Director. The Treasurer 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. ARTICLE V Miscellaneous $eg*ion 5.01. Ex9cMti2n,gf Documents. The Board of Directors may authorize any officer or officers as 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; and 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. 7 of Directors. No amendment to these By-laws shall be effective until approved by the Board of Directors of the District. smc s RESOLUTION NO. 8628 OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT APPROVING AN AMR TO THE BY-LABS OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING CORPORATION WHEREAS , the Board of Directors of the Truckee Donner Public Utility District (District) and the Board of Directors of the Truckee Donner Public Utility District Financing Corporation (the Corporation) desire to increase the membership of the Board of Directors of the Corporation from three to five members; and WHEREAS, Section 3.02 of the By-laws adopted May 5, 1986 by the Board of Directors of the Corporation provides that the number of Directors shall be three until: changed by amendment of the By-laws; and WHEREAS, Section 6.01 of the By-laws provides that the By-laws may be amended by vote of the Board of Directors of the Corporation, effective upon approval of the Board of Directors of the District; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Truckee Donner Public Utility District as follows: That Section 3.02 of the By-laws of the Corporation be amended to provide for five (5) Directors. This Resolution shall taste effect from and after ics date of adoption. PASSED AND ADOPTED by the Board of Directors of the Truckee Donner Public Utility District this 21st day of July 198b at a imeeting duly called and held. within the District by the following roil call vote: AYES: Cooley, Sutton and Maass. NOES: Corbett. ABSENT: Hamilton. '"RUCKEE DONNER PUBLIC UTILITY DISTRICT By (� . Ja s A. Maass, President ATTEST: Susan M. Craig, Deputy D trict Clerk d2.18