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HomeMy WebLinkAboutSanta Ana Empowerment Corporation (Defunct in 2010)Resolution No. SAEC 1999-02 A RESOLUTION ADOPTING THE BYLAWS OF THE SANTA ANA EMPOWERMENT CORPORATION THE BOARD OF DIRECTORS OF THE SANTA ANA EMPOWERMENT CORPORATION HEREBY RESOLVES, DETERMINES, AND DECLARES AS FOLLOWS: WHEREAS, the Secretary of State has filed articles of incorporation for the Santa Ana Empowerment Corporation ("SAEC" or "the Corporation"); and WHEREAS, these articles of incorporation require the adoption, by a 2/3 vote, of' bylaws to establish many items regarding the organization of SAEC; and WHEREAS, a resolution of the Board of Directors is appropriate to adopt these bylaws; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE SANTA ANA EMPOWERMENT CORPORATION: 1. The bylaws attached to this Resolution as Exhibit A are hereby adopted. ADOPTED this Z2.a~ day of September, 1999. ATTEST: //~-n~e C. ~uy / d~/ Secretary oI the Corporation Chair APPROVED AS TO FORM: Jose .~ Fletc r Gener~al Counsel //Befl~min Kfiufn~an /C~ef Assistant General Counsel ATTACHMENT A CORPORATE BYLAWS ARTICLE I. OFFICES Change of Address of Principal Office Section 1.01. The Board of Directors is hereby granted full power and authority to change the principal office of the Corporation from one location tb another in the City of Santa Ana, California. Any such change shall be noted by the Secretary in these Bylaws, but shall not be considered an amendment of these Bylaws. ARTICLE II. MEMBERS Classification of Members Section 2.01. The Corporation shall have no members. ARTICLE III. MEETINGS OF THE BOARD Place Section 3.01. Meetings of the Board of Directors shall be held at the principal office of the corporation or at such location within the City of Santa Ana as may be designated from time to time by resolution of the Board of Directors. Regular Meetings Section 3.02. The Board of Directors shall meet monthly on the fourth Wednesday of each month at 6:00 p.m. for the purpose of transacting such proper business as may come before the meeting, including the election of Directors for such terms as are fixed in Section 4.03 of these Bylaws. Special Meetings Section 3.03. Special meetings of the Board of Directors shall be called by the Executive Director upon receipt of a writing signed by not less than eleven Directors. Special meetings shall be held at a time set by the Executive Director and in such place as is fixed in Section 3.01 of these Bylaws. Notice of Meetings Section 3.04. Written notice of every meeting of the Board of Directors shall be provided to every Director and posted pursuant to the provisions of the Califomia Open Meeting law, also known as the Ralph M. Brown Act, Government Code section 54950 et seq., as amended from time to time (hereafter referred to as the "Brown Act"). Contents of Notice Section 3.05.. The notice shall state the place, date, and time of the meeting and shall comply with the provisions of the Brown Act. QuorulTI Section 3.06. A quorum shall consist of the percentage set forth in the Articles of Incorporation at Article 5. Loss of Quorum Section 3.07. Except as provided in Section 3.08, no business may be transacted by the Directors at any meeting should there be less than a quorum or upon the withdrawal of enough Directors to leave less than a quorum. Adjournment for Lack of Quorum Section 3.08. In the absence ora quorum, any meeting of Directors shall be adjourned from time to time by the vote of a majority of the votes represented in person or by the Chair. Voting of Directors One Vote Per Director Section 3.09. (a) Each Director is entitled to one vote on each matter submitted to a vote of the Directors. Directors entitled to vote shall not be permitted to vote or act by proxy. Conduct of Meetings Chair Section 3.10 (a) The Chair of the Board or, in his/her absence, the Vice-Chair shall preside over the meetings of the Board of Directors. The Chair may also appoint ad hoc Directors committees of limited purpose and limited duration to report to the Board on issues as designated by the Board. Secretary of Meetings (b) The Secretary of the Corporation or designee shall act as the secretary of all meetings of Directors. Rules of Order (c) Meetings of the Board of Directors shall comply with the provisions of the Brown Act. "Robert's Rules of Order," published by the National Association of Parliamentarians, as amended from time to time, shall govern the meetings of the Board of Directors insofar as those rules are not inconsistent with or in conflict with these Bylaws, the Articles of Incorporation of this Corporation, or the Brown Act. The order of business for meetings shall be set by resolution of the Board. ARTICLE IV. DIRECTORS Number Section 4.01. The number of Directors shall be twenty-three (23) and this number shall be fixed from time to time, within the limits specified in this Bylaw and Article 6 of the Articles of Incorporation of the Corporation, or by an amendment to this Byla~v duly adopted by approval of the Directors, as that term is defined in Section 5034 of the Corporations Code. The twenty- third (23rd) Director shall be appointed by the Board and shall be a resident of the Empowerment Zone within Zone No. 4; which shall be that area west of Raitt Street, east of Fairview Street, north of Willis Street and south of 5th Street. Qualifications Section 4.02. The Directors of the Corporation shall be residents of the State of California. Terms of Office Section 4.03. Each initial Director shall serve a one year initial term as provided in Article 6 of the Corporation's Articles of Incorporation. Thereafter, upon election of twenty- three (23) Directors, the first eight (8) Directors as chosen by lot shall serve a one (1) year term, the next eight (8) Directors as chosen by lot shall serve a two (2) year term and the remaining seven (7) Directors shall serve a three (3) year term, with all terms commencing from the date of this election, by a method designed to ensure that at least one Resident Director is selected in each of the three (3) term categories. At the conclusion of these terms, the term of each Director shall be three (3) years. 3 Nomination Section 4.04. Any person qualified to be a Director under Section 4.02 of these Bylaws may be nominated by the method of nomination authorized by the Board or by any other method authorized by law, including but not limited to the appointment by the Board of an ad hoc nominating committee to consist of not less than three (3) and not more than ten (10) Directors. Compensation Section 4.05. The Directors shall serve without compensation. ARTICLE V. STAFF Number and Titles Section 5.01. The staffofthe Corporation shall be as set forth in Article 9 of the Articles of Incorporation and shall consist of the Executive Director, Secretary, Chief Financial Officer and General Counsel. The Corporation may contract for the services of these individuals or they may be employees of the Corporation. Appointment and Resignation Section 5.02. The Executive Director, Secretary, Chief Financial Officer and General Counsel shall be chosen by the Board and serve at the pleasure of the Board, subject to any contract the Corporation may enter into which provides for such services. Powers of Executive Director Section 5.03. The Executive Director shall have the powers ascribed under Article 9 of the Articles of Incorporation. The Executive Director may approve in writing contracts on behalf of the Corporation, without previous approval by the Board of Directors of each specific item for the payment of charges for materials, supplies, labor, equipment, other valuable consideration to be furnished the Corporation, in amounts not exceeding the sum often thousand dollars ($10,000.00). Powers of Chief Financial Officer Section 5.04. The Chief Financial Officer shall keep the Corporation's books and accounts and shall be responsible, together with the Executive Director, for preparing the annual report and annual statement to be submitted to the Board pursuant to Sections 6.02 and 6.03 of these Bylaws. The Chief Financial Officer shall further: (a) Have charge of the administration of the financial affairs of the Corporation under the direction of the Executive Director; 4 (b) Supervise and be responsible for the disbursement of all moneys and have control over all expenditures to insure that budget appropriations are not exceeded; (c) Supervise a system of financial internal control including the auditing of all purchase orders before issuance, the auditing and approving before payment of all invoices, bills, payrolls, claims, demands, or other charges against the Corporation, and, with the advice of the General Counsel, when necessary, determine the regularity, legality, and correctness of such. charges; (d) Maintain general and cost accotmting systems for the Corporation; keep separate accounts for the items of appropriation contained in the annual budget, each of which accounts shall show the amount of appropriations, the amounts paid therefrom, the unpaid obligations against it, and the unencumbered balance; (e) Direct treasury administration for the Corporation, including the receiving and collecting of revenues and receipts from whatever.source; have custody of all funds belonging to or under the control of the Corporation; and deposit all funds coming into his/her hands in such depository as may be designated by resolution of the Board of Directors, or, if no such resolution be adopted, by the Executive Director, in compliance with all of the provisions of the state constitution and laws of the s3ate governing the handling, depositing, and securing of such funds; Powers of General Counsel Section 5.05. The General Counsel shall have the power and be required to: (a) Represent and advise the Board of Directors and all officers in all matters of law pertaining to their offices; (b) Attend all meetings of the Board of Directors and give his/her advice or opinion in writing whenever requested to do so by the Board or by any of the officers and committees of the Corporation; (c) Prepare or approve all proposed Articles, bylaws, resolutions for the Corporation, and amendments thereto; (d) Represent and appear for the Corporation, any Corporate officer or employee, or former Corporate officer or employee, in any or all actions and proceedings in which the Corporation or any such officer or employee, in or by reason of his/her official capacity, is concerned or is a party; (e) Approve the form of all bonds given to, and ali contracts made by, the corporation, endorsing his/her approval thereon in writing; (f) On vacating the office, surrender to his/her successor all books, papers, files, and documents pertaining to the Corporation's affairs. The approval of the form of all contracts shall be endorsed thereon by the General Counsel, or his/her designated representative ARTICLE VI. CORPORATE RECORDS, REPORTS, AND SEAL Keeping Records Section 6.01. The Corporation, through its Secretary, shall keep adequate and correct records of account and minutes of the proceedings of its Board and committees of the Board. Other books and records shall be kept in either written form or in any other form capable of being converted into written form. Annual Report Section 6.02. The Board shall approve an annual report not later then one hundred twenty (120) days after the close of the Corporation's fiscal year. The report shall contain all the information required by Section 6321 (a) of the Corporations Code and shall be accompanied by any report thereon of independent accountants, or if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation. The annual report shall be furnished to all Directors. Annual Statement of Certain Transactions and Indemnifications Section 6.03. The Corporation shall prepare annually a statement of any transaction or indemnification described in Section 6322(d) and (e) of the Corporations Code, if such transaction or indemnification took place. Such annual statement shall be affixed to and sent with the aimual report described in Section 6.02 of these Bylaws. Corporate Seal Section 6.04. The Board of Directors shall adopt a corporate seal which shall be in the following form and design: a circular seal inscribed with the name of the Corporation and the date its articles of incorporation are filed. The Secretary of the Corporation shall have the custody of the seal and affix it in all appropriate cases to all corporate documents. Failure to affix the seal shall not, however, affect the validity of any instrument. 6 CERTIFICATE OF SECRETARY of the Santa Ana Empowerment Corporation, A California Nonprofit Corporation I hereby certify that I am the duly elected and acting Secretary of said corporation and that the foregoing Bylaws, comprising seven (7) pages, constitute the Bylaws of said corporation as duly adopted at a meeting of the Board of Directors thereof held on~x~b~ >:~1999. Date~, 1999 e C. Guy, Secret~ 7