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HomeMy WebLinkAboutRES 1988-31 - Board RESOLUTION NO. 8831 OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT APPROVING THE AMENDED BY-LAWS OF THE TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING CORPORATION WHEREAS, it is the desire of the Board of Directors of the Truckee Donner Public Utility District to amend the By-laws of the Truckee Donner Public Utility District Financing Corporation to allow Directors to serve staggered terms; NOW, THEREFORE, be it resolved by the Board of Directors of the Truckee Donner Public Utility District that the amended By-laws of the Financing Corporation, a copy of which is attached hereto, are hereby approved. PASSED AND ADOPTED by the Board of Directors of the Truckee Donner Public Utility District this 17th day of October, 1988, at a meeting duly called and held within the District by the following roll call vote: AYES: Aguera, Maass, Sutton, White and Corbett. NOES: None. ABSENT: None. TRUC E NER PUBLIC UTILITY DISTRICT By / &4,te>� J L. Corbett, President ATTES Susan M. Craig, Depu District Clerk smc BY-LAWS OF TRUCKER DONNER PUBLIC UTILITY DISTRICT FINANCINGr CORPORATION ARTICLE I Name. Organization and Purpose Principal Office, Seal Section 1.01. Name. The name of this corporation is TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING 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 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 1. 04. Seal. 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 ARTICLE II No Members Section 2.01. No Members. Pursuant to Section 5310 of the Government Code the by-laws of a nonprofit corporation may provide that the corporation shall have no members. The Corporation shall have no members. ARTICLE III Directors Section 3. 01. Powers. Subject to limitation of the Articles of Incorporation, or the By-laws, and of the California Nonprofit Corporation Law, and subject to the duties of Directors as prescribed by the By-laws, 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 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 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 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 or the Articles of Incorporation or By-laws, as they may deem best; and 2 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. Section 3.02. Number and 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. Selection and Term of Office. The initial Directors shall be appointed by the Board of Directors of the Truckee Donner Public Utility District; provided, however, 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. 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. 3 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 filled 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 Meetings. 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 first Monday of April at 5:45 o'clock P.M. , local time; provided, however, should 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 of each such meeting shall be delivered personally or by telegram to each Director at least 48 hours before the time of such meeting or shall be sent to each Director by mail, charges prepaid, at least four days before the time of such meeting as specified in the notice. 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 absent 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 4 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. Section 3 .08. 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 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 3.09. Ouorum. 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 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 ARTICLE IV Officers Section 4 .01. Officers. The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. The Corporation may also have, at the discretion of the Board of Directors, one or more additional 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 Treasurer may not be combined. Section 4.02 . Election. The officers shall be chosen annually by the Board of Directors and each shall hold office until the officer shall resign, be removed, or otherwise disqualified to serve, or the officer's successor shall be elected and qualified. Section 4. 03 . Removal and Resignation. Any officer 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 officer may be filled by appointment by the Board of Directors, or by the President until such appointment by the Board of Directors. Section 4. 04. President. The President shall be the 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. Section 4.05. Vice President. In the absence or disability of the President, the Vice President 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 By-laws. 6 Section 4.06. 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 4.07. 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 Section 5.01. Execution of 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 Section 5. 02. Inspection of By-laws. The Corporation shall keep in its principal office the original or a copy of .these By-laws, 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. Section 5. 03. Annual Report. The annual report referred to in Section 6321 of the Nonprofit Corporation Law of the State of California is expressly dispensed with. Section 5. 04. 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, 1986. 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 District. 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 By-laws. If any section, subsection, sentence, clause or phrase of these By- laws, 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. ARTICLE VI Amendments Section 6.01. Power of Directors. New By-laws may be adopted or these By-laws may be amended or repealed by the vote of the Board 8 of Directors. No amendment to these By-laws shall be effective until approved by the Board of Directors of the District. smc 9