2016/02/25 City of Rohnert Park Foundation Agenda PacketCITY OF ROHNERT PARK FOUNDATION BOARD
SPECIAL MEETING NOTICE AND AGENDA
NOTICE IS HEREBY GIVEN THAT A SPECIAL MEETING
will be held on Thursday, February 25, 2016
Open Session: 1:30 p.m.
MEETING LOCATION: CITY HALL - COUNCIL CHAMBER
130 Avram Avenue, Rohnert Park, California
SIMULTANEOUS MEETING COMPENSATION DISCLOSURE (Government Code § 54952.3):
Members of the City Council receive no additional compensation as a result of convening meeting of the
City of Rohnert Park Foundation.
PUBLIC COMMENTS: Provides an opportunity for public comment on items not listed on the agenda,
or on agenda items if unable to comment at the scheduled time (limited to three minutes per appearance
and a 30 minute total time limit, or allocation of time determined by Presiding Officer based on number
of speaker cards submitted). PLEASE FILL OUT A SPEAKER CARD PRIOR TO SPEAKING
NOTE: Time shown for any particular matter on the agenda is an estimate only. Matters may be
considered earlier or later than the time indicated depending on the pace at which the meeting proceeds.
If you wish to speak on an item under discussion by the Board which appears on this agenda, after
receiving recognition from the Chair, please walk to the rostrum and state your name and address for the
record. Any item raised by a member of the public which is not on the agenda and may require Board
action shall be automatically referred to staff for investigation and disposition which may include placing
on a future agenda. If the item is deemed to be an emergency or the need to take action arose after
posting of the agenda within the meaning of Government Code Section 54954.2(b), the Board is entitled
to discuss the matter to determine if it is an emergency item under said Government Code and may take
action thereon.
DISABLED ACCOMMODATION: If you have a disability which requires an interpreter or other person
to assist you while attending this Board meeting, please contact the City Clerk’s Office at (707) 588-
2227 at least 72 hours prior to the meeting to ensure arrangements for accommodation by the staff.
Please notify the City Clerk’s Office as soon as possible if you have a visual impairment requiring
meeting materials to be produced in another format (Braille, audio-tape, etc.)
AGENDA REPORTS & DOCUMENTS: Copies of all staff reports and documents subject to disclosure
that relate to each item of business referred to on the agenda are available for public inspection at City
Hall located at 130 Avram Avenue, during regular business hours, Monday through Friday from 8:00 am
to 5:00 pm. Any writings or documents subject to disclosure that are provided to all, or a majority of all,
of the members of the Board regarding any item on this agenda after the agenda has been distributed will
also be made available for inspection at City Hall during regular business hours.
ANNOUNCEMENT: Please turn off all pagers, cellular telephones and all other communication devices
upon entering the Council Chamber.
Board Members: Gina Belforte, Chair Jake Mackenzie, Vice Chair
Darrin Jenkins, Executive Director Betsy Howze, Treasurer
JoAnne Buergler, Secretary
1. CALL TO ORDER
2. PUBLIC COMMENTS
Persons wishing to address the Board on Foundation business not listed on the Agenda may
do so at this time. Each speaker will be allotted three minutes. Those wishing to address the
Board on any business item listed on the Agenda should submit a “Speaker Card” to the
Secretary before announcement of that agenda item.
3. BUSINESS
A. Approval of Minutes of Board Meeting held on November 17, 2015
B. Consideration of Amending the Articles of Incorporation and Bylaws of the City of
Rohnert Park Foundation
4. COMMUNICATIONS/MATTERS FROM OR FOR THE BOARD
Copies of communications may have been provided to the Board for review prior to this
meeting. Board Members desiring to read or discuss any communication may do so at this
time. Prior to agenda publication, any Board Member may place an item on this portion of
the agenda. Upon the concurrence of two Members, the item may be added to a subsequent
agenda for deliberation and action. In accordance with the Brown Act, at the Board meeting,
Board Members may not add items hereunder, except for brief reports on his or her own
activities or brief announcements regarding an event of community interest.
5. ADJOURNMENT
CERTIFICATION OF POSTING OF AGENDA
I, JoAnne Buergler, Secretary for the City of Rohnert Park Foundation, declare that the foregoing agenda for
the February 25, 2016, Meeting of the City of Rohnert Park Foundation was posted and available for review
on February 23, 2016, at Rohnert Park City Hall, 130 Avram Avenue, Rohnert Park, California 94928.
Executed this 23rd day of February 2016, at Rohnert Park, California.
___________________________________________
JoAnne M. Buergler, Secretary
MINUTES OF THE CITY OF ROHNERT PARK FOUNDATION BOARD MEETING
Tuesday, November 17, 2015
Rohnert Park City Hall, Council Chamber
130 Avram Avenue, Rohnert Park, California
1. CITY OF ROHNERT PARK FOUNDATION BOARD MEETING - CALL TO
ORDER/ROLL CALL
Chairperson Ahanotu called the Special Meeting to order at 3:30 pm, the notice for which
being legally noticed on November 13, 2015.
Present: Board Members
Amy Ahanotu, Chair
Darrin Jenkins, Executive Director
Betsy Howze, Treasurer
JoAnne Buergler, Secretary
Absent: Gina Belforte, Vice Chair
2. PUBLIC COMMENTS
None.
3. BUSINESS
A. Board Consideration of Adopting a Donation Policy for the City of Rohnert Park
Foundation.
Senior Analyst Atkins presented the item. Recommended Action(s): Adopt the
proposed donation policy.
Public Comment: None.
ACTION: Moved/seconded (Jenkins/Howze) to approve the recommended action.
Motion carried unanimously by the following 4-0-1 vote: AYES:
Buergler, Howze, Jenkins, and Ahanotu, NOS: None, ABSTAINS: None,
ABSENT: Belforte.
B. Board Consideration of Adopting a Contribution Policy for the City of Rohnert Park
Foundation.
Senior Analyst Atkins presented the item. Recommended Action(s): Adopt the
proposed contribution policy.
Public Comment: None.
ACTION: Moved/seconded (Howze/Buergler) to approve the
recommended action.
City of Rohnert Park City Council and Planning Commission September 08, 2015
Joint Special Meeting Minutes Page 2 of 2
Motion carried unanimously by the following 4-0-1 vote: AYES:
Buergler, Howze, Jenkins, and Ahanotu, NOS: None, ABSTAINS:
None, ABSENT: Belforte.
C. Board Consideration of Granting $1,755 to the Boys and Girls Clubs of Central
Sonoma County on Behalf of the Community Action Partnership Sonoma County’s
Pasitos Program.
Senior Analyst Atkins presented the item. Recommended Action(s): Board approval
of granting $1,755 to the Boys and Girls Clubs of Central Sonoma County on behalf
of the Community Action Partnership Sonoma County’s Pasitos Playgroups program.
Public Comment: None.
ACTION: Moved/seconded (Jenkins/Howze) to approve the recommended action.
Motion carried unanimously by the following 4-0-1 vote: AYES:
Buergler, Howze, Jenkins, and Ahanotu, NOS: None, ABSTAINS: None,
ABSENT: Belforte.
4. COMMUNICATIONS/MATTERS FROM OR FOR THE BOARD
None.
5. ADJOURNMENT
Chairperson Ahanotu adjourned the Special Meeting at 3:47 pm.
_____________________________________ __________________________________
Caitlin Saldanha, Recording Secretary Amy O. Ahanotu, Chairperson
City of Rohnert Park Foundation Board City of Rohnert Park Foundation Board
ITEM NO. 3B
1
Meeting Date: February 25, 2016
Department: Administration
Submitted By: Don Schwartz, Assistant Executive Director
Prepared By: Bryce Atkins, Senior Analyst
Agenda Title: Consideration of Amending the Articles of Incorporation and Bylaws
of the City of Rohnert Park Foundation
RECOMMENDED ACTION:
Approve the Certificate of Amendment of Articles of Incorporation and the amended bylaws of
the City of Rohnert Park Foundation.
BACKGROUND:
In November of 2008, the City of Rohnert Park (“City”) created a non-profit, charitable
corporation called the Focus Rohnert Park Corporation (“Foundation”). In February of 2012, the
Foundation officially changed its name to the City of Rohnert Park Foundation. Additionally, the
current bylaws governing the Foundation were adopted in July of that same year.
At the time, the bylaws established the composition of the Foundation’s Board of Directors
(“Board”) as two City Council Members and three members of City staff. The intent of this
composition was to facilitate the fastest possible responses to the Internal Revenue Service and
the California Secretary of State, who oversees the granting of non-profit designations. The
concept, from current staff’s understanding, was that once the designation was granted, the
Board representation would be altered to consist of the sitting Rohnert Park City Council.
In December of 2013, staff received notice from the Internal Revenue Service that the
Foundation had received the designation as a 501(c)(3) organization. This means that the
Foundation can legally receive tax deductible, charitable contributions.
Staff previously presented this item to the City Council on January 9th. No edits were
recommended, and several commented to continue the process. Staff is bringing before the
Board the proposed amended bylaws and Articles of Incorporation for Board consideration.
ANALYSIS:
These changes are predominantly designed to: expand/clarify the possible public benefit
activities of the Foundation; allow for the Foundation’s Board of Directors to be the City
Council; remove references to staff being on the Board of Directors; create flexibility regarding
meetings; remove the requirement to adopt policies relating to accepting gifts and donations as
well as giving grants and contributions; and generally streamlining the bylaws.
CITY OF ROHNERT PARK FOUNDATION
BOARD OF DIRECTORS AGENDA REPORT
ITEM NO. 3B
2
Additionally, in order to expand/clarify the purpose of the Foundation, the Articles of
Incorporation must be amended to accommodate the expanded purpose in order to ensure our tax
exempt status remains in effect.
OPTIONS:
1. Board approve the Certificate of Amendment of Articles of Incorporation and the
amended bylaws. Recommended.
2. Modify the amendments. Not recommended. Should the Board decide to further modify
the amendments, the changes will be incorporated and brought back to a future Board
meeting.
3. Reject the amendments. Not recommended. Should the Board reject the amendments, it
would keep the representation and bylaws the same. However, the intention of the
original composition was to last until non-profit charitable status was attained. Now that
it has been attained, keeping the existing representation would not be in keeping with the
Foundation’s original intent in formation.
NEXT STEPS:
Once adopted, the bylaws take effect February 26th, 2016 and the amended Articles of
Incorporation will then be submitted to the California Secretary of State. Upon approval of the
Secretary of State, the changes will be official, and the amended Articles will be in effect.
FISCAL IMPACT/FUNDING SOURCE:
Not applicable.
Department Head Approval Date: N/A
Executive Director Approval Date: 2/23/2016
Foundation Attorney Approval Date: 2/22/2016
Attachments (list in packet assembly order):
1. Amended Bylaws of the City of Rohnert Park Foundation
2. Redlined Version of Bylaw Edits
3. Certificate of Amendment of Articles of Incorporation
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BYLAWS OF THE
CITY OF ROHNERT PARK FOUNDATION
A California Non Profit Public Benefit Corporation
Amended and Adopted February, 2016
Effective February 26, 2016
ATTACHMENT 1
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BYLAWS OF THE
CITY OF ROHNERT PARK FOUNDATION
TABLE OF CONTENTS
Page
ARTICLE I -NAME AND OFFICES …………………………………………………….. ……….. 1
ARTICLE II -OBJECTIVES AND PURPOSE …………………………………………................ 1
ARTICLE III -DIRECTORS ………………………………………………………………………… 2
ARTICLE IV -COMMITTEES ………………………………………………………………………. 2
ARTICLE V -MEMBERS ……………………………………………………………………………. 3
ARTICLE VI -OFFICERS …………………………………………………………………………… 3
ARTICLE VII -MEETINGS ………………………………………………………………………….. 5
ARTICLE VIII -BOOKS AND RECORDS …………………………………………………………. 7
ARTICLE IX -GRANTS, DONATIONS, GIFTS, CONTRACTS, LOANS, ETC. ………………. 7
ARTICLE X -INDEMNIFICATION OF DIRECTORS AND OFFICERS ………………………… 8
ARTICLE XI -INVESTMENTS ……………………………………………………………………… 9
ARTICLE XII -PURPOSES AND OPERATIONS OF THE CORPORATION …………………. 9
ARTICLE XIII -SEAL AND FISCAL YEAR ………………………………………………………... 10
ARTICLE XIV -EXEMPT ACTIVITIES ……………………………………………………………... 10
ARTICLE XV -AMENDMENTS …………………………………………………………………….. 10
ATTACHMENT 1
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BYLAWS OF THE
CITY OF ROHNERT PARK FOUNDATION
ARTICLE I -NAME AND OFFICES
Section 1.1 Name. The official name of the corporation shall be the “City of Rohnert Park
Foundation” (hereinafter referred to as the “Corporation”).
Section 1.2 Principal Office. The business office of the Corporation shall be at 130 Avram
Avenue, Rohnert Park, California 94928, or at such other place as may be designated by the
Board of Directors. The Board of Directors shall have the power and authority to change said
principal office from one location to another, within the City of Rohnert Park (hereinafter, the
“City”), by majority vote at an open meeting. Any such change of address will be noted by the
Secretary in these Bylaws. The fixing or changing of such address shall not be deemed an
amendment to these Bylaws
Section 1.3 Other Offices. Branch or subordinate offices may be established by the Board of
Directors at any time and at any place or places.
ARTICLE II -OBJECTIVES AND PURPOSE
The Corporation has been formed under California Corporations Code Section 5000 et seq.
(“Nonprofit Corporation Law”) for charitable purposes to benefit the community at large, and not
for the private gain of any person or group of persons. No substantial part of the activities of the
Corporation shall consist of political activities or attempting to influence legislation, and the
Corporation shall not participate or intervene in any political campaign on behalf of (or in
opposition to) any candidate for public office.
The specific purpose of the Corporation is to raise and manage funds in connection with civic
purposes and projects, which may include, but are not limited to:
1. Civic Purposes: Focusing resources on and providing funding to areas of need in the
Community of Rohnert Park which enhance existing and new partnerships with
community members, nonprofits, foundations, public agencies and similar entities.
2. Civic Projects: Focusing resources on and providing funding to projects which sustain or
enhance the community of Rohnert Park, including, but not limited to, facilities,
ceremonies, festivals, anniversaries, tournaments or other facilities or events advancing
the spirit of community and open and accessible to all members of the public.
The Corporation is irrevocably dedicated to charitable purposes and no part of the income or
assets of this corporation shall inure to the benefit of any Director, officer or member thereof or
to the benefit of any private person or group.
While persons making contributions or donations to the Corporation cannot specify the
constructive use of the money, consistent with Internal Revenue Service regulations, they can
indicate the general type of civic project and/or purpose for which their contribution is intended,
and be assured it will only be used for that general project and/or purpose and not be comingled
with other funds of the Corporation.
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ARTICLE III -DIRECTORS
Section 3.1 Powers. Subject to the limitations stated in the Articles of Incorporation, these
Bylaws, and the Nonprofit Corporation Law, and subject to the duties of Directors as prescribed
by the Nonprofit Corporation Law, all corporate powers shall be exercised by or under the
direction of, and the business and affairs of the Corporation shall be managed by, the Board of
Directors. The individual Directors shall act only as members of the Board of Directors, and
individually shall have no power to act alone.
Section 3.2 Number of Directors. The Corporation shall have five (5) Directors. Directors are
collectively to be known as the Board of Directors.
Section 3.3 Selection, Tenure of Office, and Vacancies. The City of Rohnert Park City Council
shall serve as the Board of Directors. The sitting Council shall comprise the entirety of the Board
of Directors. Whenever a change in sitting members of the City Council occurs, such changes
shall be made to the Board of Directors in similar fashion.
Section 3.4 Compensation. Directors shall serve without compensation, but each Director may
be reimbursed his or her actual and necessary expenses, including travel incident to his or her
services as Director, subject to any rules that may be imposed upon the adoption of a
reimbursement policy by the Board of Directors, and only where there are unencumbered funds
available for such purpose. Any Director may decline such reimbursement.
Section 3.5 Restriction on Interested Directors. Not more than forty-nine percent (49%) of the
persons serving on the Board at any time may be interested persons. For the purpose of this
Section 3.5, an “interested person” means and includes:
(a) any person compensated by the Corporation for services rendered to it other than those
performed as a Director within the previous twelve (12) months, whether as a full-time or part-
time employee, independent contractor, or otherwise;
(b) any shareholder, employee or officer of any corporation, or partner or employee of any
partnership, which has rendered compensated services to the Corporation within the previous
twelve (12) months; and
(c) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, mother-
in-law, or father-in-law of any person described in (a) or (b) hereof.
Any violation of the provisions of this paragraph shall not, however, affect the validity or
enforceability of any transaction entered into by the Corporation.
Section 3.6 Nonliability for Debts. The private property of the Directors and/or officers shall be
exempt from execution or other liability for any debts, liabilities or obligations of the Corporation,
and no Director and/or officer shall be liable or responsible for any debts, liabilities or obligations
of the Corporation.
ARTICLE IV -COMMITTEES
Section 4.1 Committees of the Board of Directors. Subject to the provisions of Section 7.1 of
these Bylaws, the Board of Directors may, by resolution adopted by a majority of the Directors
then in office (provided a quorum is present), create committees, consisting of two (2) Directors.
Such committees shall have such power and authority as may be determined by the Board of
Directors, subject to the limitations imposed on such power and authority by the Nonprofit
Corporation Law or the Articles.
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Section 4.2 Minutes and Reports. Each committee of the Board of Directors shall keep regular
minutes of its proceedings, which shall be filed with the Secretary. All action by any committee
shall be reported to the Board of Directors at the next meeting thereof, and, insofar as rights of
third parties shall not be affected thereby, shall be subject to revision and alteration by the
Board of Directors.
Section 4.3 Meetings. Subject to Section 7.1 of these Bylaws, except as otherwise provided in
these Bylaws or by resolution of the Board of Directors, Committee meetings will be scheduled
at times which allow for each member to attend. Each member should make an effort to
accommodate the committee meeting schedule. The schedule of committee meetings will be
promptly communicated to each committee member. Unless otherwise provided by such rules
or by resolution of the Board of Directors, committee meetings shall be governed by Article VII
of these Bylaws.
Section 4.4 Term of Office of Members of Committees of the Board of Directors. Each
committee member shall serve at the pleasure of the Board of Directors.
Section 4.5 Advisory Committees. Notwithstanding Sections 4.1 through 4.4 of these Bylaws,
nothing in these Bylaws prevents the Board of Directors from establishing by resolution advisory
committees to assist the Board. The purpose, number and size of these committees, committee
member qualifications, and duration of member terms shall be detailed in the establishing
resolution(s). Advisory committees shall have no corporate powers, but rather shall present
recommendations to the Board of Directors for approval, in a manner directed by the Board.
ARTICLE V -MEMBERS
The Corporation shall have no “members” as that term is defined by California Corporations
Code Section 5056 and shall be governed solely by its Board of Directors in accordance with
these Bylaws. Pursuant to California Corporations Code Section 5310, any action which would
otherwise require approval by a majority of all such members, shall instead require the approval
by a majority of a quorum of the Board of Directors.
ARTICLE VI -OFFICERS
Section 6.1 Officers. The officers of the Corporation shall be a Chair of the Board, Vice-Chair of
the Board, Executive Director, Assistant Executive Director, Treasurer, Secretary, and such
other officers as the Board of Directors may appoint. Other subordinate officers as may be
appointed in accordance with the provisions of Section 6.3 of this Article. One (1) person may
hold two (2) or more offices.
Section 6.2 Appointment of Officers. The Chair and Vice-Chair of the Board shall be the City of
Rohnert Park Mayor and Vice-Mayor, respectively. The Treasurer shall be the City of Rohnert
Park Director of Finance; the Secretary shall be the City of Rohnert Park City Clerk; the
Executive Director shall be the Rohnert Park City Manager; and the Assistant Executive Director
shall be the Rohnert Park Assistant City Manager.
Section 6.3 Subordinate Officers. The Board of Directors may appoint such other subordinate
officers as the business of the Corporation may require, each of whom shall hold office for such
period, have such authority and perform such duties as are required in these Bylaws or as the
Board of Directors may from time to time determine.
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Section 6.4 Chair. The Chair shall preside at all meetings of the Board of Directors, and shall
submit such information and recommendations to the Board of Directors as he or she may
consider proper concerning the business, policies and affairs of the Corporation. Except as
otherwise authorized by resolution of the Board of Directors, the Chair or the Chair’s designee
shall be authorized to sign all contracts, notes, conveyances, and other papers, documents and
instruments in writing in the name of the Corporation.
Section 6.5 Vice-Chair. The Vice-Chair shall perform the duties of the Chair in the absence or
incapacity of the Chair. In case of the resignation, removal or death of the Chair, the Vice-Chair
shall perform such duties as are imposed on the Chair, until such time as the members of the
City Council appoint another City Council Member as Mayor, thereby causing the office of Chair
to be filled as provided for in Section 3.3 hereof.
Section 6.6 Treasurer. The Treasurer shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of account in written form or any other
form capable of being converted into written form. The Treasurer shall deposit all monies and
other valuables in the name and to the credit of the Corporation with such depositaries or
depositories as may be designated by the Board of Directors. The Treasurer shall reimburse all
funds of the Corporation as may be ordered by the Board of Directors, shall render to the Chair
and Board of Directors whenever they request an account of all of the Treasurer’s transactions
as the Treasurer, and of the financial condition of the Corporation, and shall have such other
powers and perform such other duties as may be prescribed by the Board of Directors or by
these Bylaws.
Section 6.7 Secretary. The Secretary shall keep, or cause to be kept, a book of minutes in
written form of the proceedings of the Board of Directors and committees of the Board of
Directors. Such minutes shall include all waivers of notice, consents to the holding of meetings
or approvals of the minutes of meetings executed pursuant to these Bylaws or the Nonprofit
Corporation Law. The Secretary shall give, or cause to be given, notice of all meetings of the
Board of Directors required by these Bylaws or by law to be given, and shall cause the seal of
the Corporation to be kept in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or these Bylaws.
Section 6.8 Executive Director. The Executive Director shall be responsible for the day-to-day
administration of the Corporation, including the right to employ and discharge all subordinate
officers, employees and agents of the Corporation and shall have the authorization to sign all
contracts, notes, conveyances, and other papers, documents and instruments in writing in the
name of the Corporation, except where such matters are prescribed in the Bylaws or by the
Board of Directors and shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or by these Bylaws.
Section 6.9 Assistant Executive Director. The Assistant Executive Director shall be responsible
to assist the Executive Director in managing the day-to-day operations of the Corporation and
oversee projects and programs as assigned by the Executive Director. The Assistant Executive
Director shall undertake the duties and responsibilities of the Executive Director in the event of
absence, incapacity, or resignation of the Executive Director, until such time that a new
Executive Director is appointed.
Section 6.10 Authority to Bind Corporation. No member, officer, agent or employee of the
Corporation, without prior specific or general authority by a vote of the Board of Directors, shall
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have any power or authority to bind the Corporation by a contract, to pledge its credit, or to
render it liable for any purpose in any amount.
Section 6.11 Resignation. A City Council Member or employee resigning from his or her position
with the City of Rohnert Park shall give written notice to the Corporation of his or her concurrent
resignation from the Board of Directors or position as an officer of the Corporation, subject to
the rights, if any, of the Corporation under any contract to which the Director or officer is a party.
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.
ARTICLE VII -MEETINGS
Section 7.1 Ralph M. Brown Act. All meetings of the Board of Directors, including, without
limitation, regular, adjourned regular, special, and adjourned special meetings shall be called,
noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act
(commencing with Section 54950 of the California Government Code), or any successor
legislation hereinafter enacted (the “Brown Act”). Nothing contained in these Bylaws shall be
construed to prevent the Board of Directors from holding closed sessions during a regular or
special meeting concerning any matter permitted by law to be considered in a closed session.
Section 7.2 Regular Meetings. Subject to the provisions of Section 7.1 of these Bylaws, regular
meetings shall be held at the business office of the Corporation at the City of Rohnert Park City
Hall or at such other place as the Chair may designate. Meetings shall be held on dates and
times set by a meeting schedule established by resolution of the Board of Directors. At a
minimum, the Board of Directors shall meet on the second Tuesday of January each year to
recognize the change in office of Chair and Vice Chair, in accordance with the new Mayor and
Vice Mayor of the Rohnert Park City Council taking office. At least seventy-two (72) hours
before a regular meeting, an agenda containing a brief general description of each item of
business to be transacted or discussed shall be posted at a location freely accessible to
members of the public. The agenda shall specify the time and location of the regular meeting.
No action shall be taken on any item not appearing on the posted agenda except as permitted
by law. In the event that the Chair shall determine that there is no business required to be
transacted by the Board of Directors at any such regular meeting, such regular meeting shall not
be required to be held.
Section 7.3 Calling Meetings. Subject to the provisions of Section 7.1 of these Bylaws,
meetings of the Board of Directors (other than regular meetings held pursuant to Section 7.1
and/or Section 7.2 of these Bylaws) shall be held whenever called by the Chair (or Vice-Chair in
the absence of the Chair) of the Board of Directors, or any two (2) Directors of the Corporation.
Section 7.4 Place of Meetings. Subject to the provisions of Section 7.1 of these Bylaws,
meetings of the Board of Directors shall be held at any place within the State of California which
may be designated in the notice of the meeting, or, if not stated in the notice, or if there is no
notice, designated by resolution of the Board of Directors. In the absence of such designation,
meetings of the Board of Directors shall be held at the principal office of the Corporation.
Section 7.5 Special Meetings. Subject to the provisions of Section 7.1 of these Bylaws, a special
meeting may be called at any time by the Chair (or Vice-Chair in the absence of the Chair) or
upon the request of two (2) of the Directors of the Corporation. Written notice of the time and
place of special meetings of the Board of Directors shall be delivered personally to each
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Director or sent to each Director by first-class mail, telephone, including a voice messaging
system, telegraph, facsimile or other electronic means of communication. In addition to the
notice provided to Directors, written notice of the time and place of special meetings of the
Board of Directors shall also be posted in a location that is freely accessible to members of the
public at least twenty-four (24) hours prior to the special meeting. The notices provided herein
may be given by the Secretary of the Board of Directors or by the Director(s) who called said
meeting. Notice shall not be necessary if appropriate waivers, consents or approvals are filed in
accordance with Section 7.6 of these Bylaws.
Section 7.6 Waiver of Notice. Subject to the provisions of Section 7.1 of these Bylaws, notice of
a meeting need not be given to any Director who signs a waiver of notice, or a written consent
to holding the meeting or an approval of the minutes of the meeting, whether before or after the
meeting, or who attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice to such Director. All such waivers, consents and approvals shall be filed with
the corporate records and made a part of the minutes of the meeting. Neither the business to be
transacted nor the purpose of any regular or special meeting of the Directors, or of a committee
of Directors, need be specified in any such waiver, consent or approval.
Section 7.7 Quorum. Subject to the provisions of Section 7.1 of these Bylaws, a majority of the
authorized number of Directors shall 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 the act of the Board of Directors, unless the Articles of
Incorporation, these Bylaws, or the Nonprofit Corporation Law specifically requires a greater
number. In the absence of a quorum at any meeting of the Board of Directors, a majority of the
Directors present may adjourn the meeting as provided in Section 7.8 of these Bylaws.
Section 7.8 Adjournment. Subject to the provisions of Section 7.1 of these Bylaws, any meeting
of the Board of Directors, whether or not a quorum is present, may be adjourned to another time
and place by the vote of a majority of the Directors present. Notice of the time and place of the
adjourned meeting need not be given to absent Directors if said time and place are fixed at the
meeting adjourned; provided, however, that if the meeting is adjourned for more than twenty-
four (24) hours, notice of any adjournment to another time and place shall be given, prior to the
time of the adjourned meeting, to the Directors who were not present at the time of the
adjournment.
Section 7.9 Inspection Rights. Every Director shall have the absolute right at any time to
inspect, copy and make extracts of, in person or by agent or attorney, all books, records and
documents of every kind and to inspect the physical properties of the Corporation.
Section 7.10 Order of Business. At the regular meetings of the Board of Directors, the following
shall be the general order of business:
1. Roll Call
2. Presentations
3. Public Comments
4. Approval of Minutes
5. Action Items
6. Reports and Informational Items
7. Matters To and From the Board
8. Adjournment
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Meetings shall be conducted in accordance with established protocol generally known as
“Rosenberg’s Rules of Order”.
ARTICLE VIII - BOOKS AND RECORDS
Section 8.1 Books and Records. The Corporation shall keep adequate and correct books and
records of account and minutes of the proceedings of the Board of Directors and committees of
the Board of Directors.
Section 8.2 Form of Records. Minutes shall be kept in written form. Other books and records
shall be kept either in written form or in any other form capable of being converted into written
form. If any record subject to inspection pursuant to the Nonprofit Corporation Law is not
maintained in written form, a request for inspection is not complied with unless and until the
Corporation, at its expense, makes such record available in written form.
Section 8.3 Annual Report. The Board of Directors shall cause an annual report (hereinafter the
“Annual Report”) to be sent to the Directors not later than one hundred twenty (120) days after
the close of the Corporation’s fiscal year. The Annual Report shall contain in appropriate detail
the following:
A. The assets and liabilities, including the trust funds, of the Corporation as of the end of the
fiscal year;
B. The principal changes in assets and liabilities, including trust funds, during the fiscal year;
C. The revenue or receipts of the Corporation, both unrestricted and restricted to particular
purposes, during the fiscal year;
D. The expenses or disbursements of the Corporation, for both general and restricted purposes,
during the fiscal year; and
E. Any information required by Section 6322 of the Nonprofit Corporation Law.
The Annual Report 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 prior to the completion of independent audit from the books and
records of the Corporation.
ARTICLE IX - GRANTS, DONATIONS, GIFTS, CONTRACTS, LOANS, ETC.
Section 9.1 Grants and Contributions. The making of grants and contributions, and otherwise
rendering financial assistance to further the purposes of the Corporation, may be authorized by
the Board of Directors. The Board of Directors may authorize any officer or officers, agent or
agents, in the name of and on behalf of the Corporation, to make any such grants, contributions
or assistance.
Section 9.2 Execution of Contracts. The Board of Directors may authorize any officer, employee
or agent, in the name of and on behalf of the Corporation, to enter into any contract or execute
and satisfy any instrument, and any such authority may be general or confined to specific
instances, or otherwise limited.
Section 9.3 Loans. The Chair of the Board or any other officer, employee or agent authorized by
the Board of Directors may effect loans and advances at any time for the Corporation from any
bank, trust company or other institutions or from any firm, corporation or individual and for such
loans and advances may make, execute and deliver promissory notes, bonds or other
certificates or evidences of indebtedness of the Corporation and, when authorized by the Board
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of Directors so to do, may pledge and hypothecate or transfer assets of the Corporation as
security for any such loans or advances. Such authority conferred by the Board of Directors may
be general or confined to specific instances or otherwise limited. The Board is prohibited from
authorizing loans to Board Members, officers, subordinate officers, staff of the Corporation
and/or the City of Rohnert Park, and those providing volunteer service to the organization.
Section 9.4 Checks, Drafts, Etc. All checks, drafts and other orders for the payment of money
out of the funds of the Corporation, and all notes or other evidences of indebtedness of the
Corporation, shall be signed on behalf of the Corporation in such manner as shall, from time to
time, be determined by resolution of the Board of Directors.
Section 9.5 Deposits. The funds of the Corporation not otherwise employed shall be deposited
from time to time to the order of the Corporation in such banks, trust companies or other
depositories as the Board of Directors may select or as may be selected by an officer, employee
or agent of the Corporation to whom such power may from time to time be delegated by the
Board of Directors.
ARTICLE X - INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 10.1 Indemnification by Corporation.
A. For the purposes of this Section 10.1, “agent” means any person who is or was a Director,
officer, employee or other agent of the Corporation, or is or was serving at the request of the
Corporation as a Director, officer, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, or was a Director, officer, employee or agent
of a foreign or domestic corporation which was a predecessor corporation of the Corporation or
of another enterprise at the request of such predecessor corporation; “proceeding” means any
threatened, pending or completed action or proceeding, whether civil, criminal, administrative or
investigative; and “expenses” includes, without limitation, attorneys’ fees.
B. The Corporation shall, to the fullest extent permitted by law, indemnify any person who was
or is a party or is threatened to be made a party to any proceeding by reason of the fact that
such person is or was an agent of the Corporation, against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection with such
proceeding.
C. In the event entitlement to indemnification is required by law to be based upon a
determination by the Board of Directors that the agent has met the standards of conduct
prescribed by law, such body shall meet and shall reach a determination on the issue within a
reasonable period of time after request for such body to meet is received by the Corporation
from the agent.
Section 10.2 Advancing Expenses. The Corporation may advance to each agent the expenses
incurred in defending any proceeding referred to in Section 10.1 of these Bylaws prior to the
final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent
to repay such amount unless it shall be determined ultimately that the agent is entitled to be
indemnified as authorized in Section 10.1 of these Bylaws.
Section 10.3 Insurance. The Corporation shall have power to purchase and maintain insurance
on behalf of any agent of the Corporation against any liability asserted against or incurred by the
agent in such capacity or arising out of the agent’s status as such whether or not the
Corporation would have the power to indemnify the agent against such liability under the
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provisions of this Section 10.3; provided, however, that the Corporation shall have no power to
purchase and maintain such insurance to indemnify any agent of the Corporation for a violation
of Section 5233 of the Nonprofit Corporation Law (relating to self-dealing transactions).
ARTICLE XI - INVESTMENTS
Section 11.1 Standards, Retention of Property.
A. In investing, reinvesting, purchasing, acquiring, exchanging, selling and managing the
Corporation’s investments, other than assets held for use or used directly in carrying out a
public or charitable program of the Corporation, the Board of Directors shall avoid speculation,
looking instead to the permanent disposition of the funds, considering the probable income as
well as the probable safety of the Corporation’s capital.
B. Unless limited by the Articles of Incorporation, the Corporation may continue to hold property
properly acquired or contributed to it if and as long as the Board of Directors, in the exercise of
good faith and of reasonable prudence, discretion and intelligence, may consider that retention
is in the best interests of the Corporation. No retention of donated assets violates this Section
11.1, where such retention was required by the donor in the instrument under which the assets
were received by the Corporation, except that no such requirement may be effective more than
ten (10) years after the death of the donor.
C. No investment violates this Section 11.1 by virtue of the investment’s speculative character,
where the investment conforms to provisions authorizing such investment contained in the
instrument or agreement under which the assets were contributed to the Corporation.
ARTICLE XII - PURPOSES AND OPERATIONS OF THE CORPORATION
Section 12.1 Purposes. The business of the Corporation is to be operated and conducted in the
promotion of its objects and purposes as set forth in Article II of its Articles of Incorporation and
Article II of the Bylaws.
Section 12.2 Dedication of Assets. The income and assets of the Corporation are irrevocably
dedicated to charitable purposes and no part of the net income or assets of the organization
shall ever inure to the benefit of any Director, officer or member thereof or to the benefit of any
private person.
Section 12.3 Dissolution. The Corporation may be dissolved by vote of the Directors, or by the
action of the Board of Directors in accordance with the provisions of California law. Upon
dissolution of the Corporation, and after payment or provision for payment, of all debts and
liabilities, the assets of the Corporation shall be distributed to the City of Rohnert Park. If for any
reason the City is unable or unwilling to accept the assets of the Corporation, such assets will
be distributed to the United States government; to a state or local government for public
purposes; or to a nonprofit fund, or corporation which is organized and operated for charitable
purposes and which has established its tax-exempt status under Section 501(c)(3) of the
Internal Revenue Code of 1986.
Section 12.4 Merger. The Corporation may merge with other corporations organized solely for
nonprofit purposes, qualified and exempt from Federal taxation pursuant to Section 501(c)(3) of
the Internal Revenue Code of 1986 and from State taxation, upon compliance with the
provisions of California law relating to merger and consolidation.
Section 12.5 Restrictions. No substantial part of the activities of the Corporation shall consist of
lobbying, carrying on propaganda, or otherwise attempting to influence legislation, and the
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Corporation shall not participate in, or intervene in (including the publishing or distribution of
statements) any political campaign on behalf of any candidate for public office.
ARTICLE XIII - SEAL AND FISCAL YEAR
Section 13.1 Seal. The Board of Directors may adopt a corporate seal which shall be in the form
of a circle and shall bear the full name of the Corporation and the year and state of its
incorporation.
Section 13.2 Fiscal Year. The fiscal year of the Corporation shall be determined, and may be
changed, by resolution of the Board of Directors.
ARTICLE XIV - EXEMPT ACTIVITIES
Notwithstanding any other provision of these Bylaws, no Director, officer, employee or agent of
the Corporation shall take any action or carry on any activity by or on behalf of the Corporation
not permitted to be carried on by an organization exempt from Federal income tax under
Section 501(c)(3) of the Internal Revenue Code.
ARTICLE XV - AMENDMENTS
New Bylaws may be adopted or these Bylaws may be amended or repealed by the affirmative
vote of a majority of the full Board of Directors, except as otherwise provided by law or by the
Articles of Incorporation.
ATTACHMENT 2
BYLAWS OF THE
CITY OF ROHNERT PARK FOUNDATION
A California Non Profit Public Benefit Corporation
Amended and Adopted July February 31, 20126
Effective February 26, 2016 Formatted: Font: (Default) Arial
Formatted: Centered
BYLAWS OF THE
CITY OF ROHNERT PARK FOUNDATION
TABLE OF CONTENTS
Page
ARTICLE I -NAME AND OFFICES …………………………………………………….. ……….. 1
ARTICLE II -OBJECTIVES AND PURPOSE …………………………………………................ 1
ARTICLE III -DIRECTORS ………………………………………………………………………… 2
ARTICLE IV -COMMITTEES ………………………………………………………………………. 32
ARTICLE V -MEMBERS ……………………………………………………………………………. 3
ARTICLE VI -OFFICERS …………………………………………………………………………… 3
ARTICLE VII -MEETINGS ………………………………………………………………………….. 5
ARTICLE VIII -BOOKS AND RECORDS …………………………………………………………. 7
ARTICLE IX -GRANTS, DONATIONS, GIFTS, CONTRACTS, LOANS, ETC. ……………….
87
ARTICLE X -INDEMNIFICATION OF DIRECTORS AND OFFICERS …………………………
98
ARTICLE XI -INVESTMENTS ………………………………………………………………………
109
ARTICLE XII -PURPOSES AND OPERATIONS OF THE CORPORATION ………………….
910
ARTICLE XIII -SEAL AND FISCAL YEAR ………………………………………………………... 10
ARTICLE XIV -EXEMPT ACTIVITIES ……………………………………………………………... 10
ARTICLE XV -AMENDMENTS ……………………………………………………………………..
101
1
BYLAWS OF THE
CITY OF ROHNERT PARK FOUNDATION
ARTICLE I -NAME AND OFFICES
Section 1.1 Name. The official name of the corporation shall be the “City of Rohnert Park
Foundation” (hereinafter referred to as the “Corporation”).
Section 1.2 Principal Office. The business office of the Corporation shall be at 130 Avram
Avenue, Rohnert Park, California 94928, or at such other place as may be designated by the
Board of Directors. The Board of Directors shall have the power and authority to change said
principal office from one location to another, within the City of Rohnert Park (hereinafter, the
“City”), by motion majority vote at an open meeting. Any such change of address will be noted
by the Secretary in these Bylaws. The fixing or changing of such address shall not be deemed
an amendment to these Bylaws
Section 1.3 Other Offices. Branch or subordinate offices may be established by the Board of
Directors at any time and at any place or places.
ARTICLE II -OBJECTIVES AND PURPOSE
The Corporation has been formed under California Corporations Code Section 5000 et seq.
(“Nonprofit Corporation Law”) for charitable purposes to benefit the community at large, and not
for the private gain of any person or group of persons. No substantial part of the activities of the
Corporation shall consist of political activities or attempting to influence legislation, and the
Corporation shall not participate or intervene in any political campaign on behalf of (or in
opposition to) any candidate for public office. The Corporation shall not, except to an
insubstantial degree, engage in any activities or exercise any powers that are not in furtherance
of the charitable purposes described in its Articles of Incorporation.
The specific purpose of the Corporation is to raise and manage funds in connection with the
development of civic purposes and projects, which may include, but are not limited to:
1. Civic Purposes: Focusing resources on and providing funding to areas of need in the
Community of Rohnert Park (hereinafter “City”)which enhance existing and new
partnerships with community members, nonprofits, foundations, public agencies and
similar entities.
2. ,Civic Projects: Focusing resources on and providing funding to projects which sustain or
enhance the community of Rohnert Park, which may includeing, but is not limited to,
facilities, ceremonies, festivals, anniversaries, tournaments or other facilities or events
advancing the spirit of community and open and accessible to all members of the public.
The Corporation is irrevocably dedicated to charitable purposes and no part of the income or
assets of this corporation shall inure to the benefit of any Ddirector, officer or member thereof or
to the benefit of any private person or group.
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While persons making contributions or donations to the Corporation cannot specify the
constructive use of the money, consistent with Internal Revenue Service regulations, they can
indicate the general purpose or type of civic projects and/or purpose for which their contribution
is intended, and be assured it will only be used for that general project and/or purpose and not
be comingled with other funds of the Corporationity. At the request of the donor, the contributed
funds can either be used for City facility construction or operation, or for planning and putting on
a civic event in the City, or for the creation or addition to any City endowment, with the
investment earnings being utilized only for the stated purpose of such endowment.
ARTICLE III -DIRECTORS
Section 3.1 Powers. Subject to the limitations stated in the Articles of Incorporation, these
Bylaws, and the Nonprofit Corporation Law, and subject to the duties of dDirectors as
prescribed by the Nonprofit Corporation Law, all corporate powers shall be exercised by or
under the direction of, and the business and affairs of the Corporation shall be managed by, the
Board of Directors. The individual dDirectors shall act only as members of the Board of
Directors, and individually shall have no power to act alone.
Section 3.2 Number of Directors. The Corporation shall have a minimum of five (5) and not
more than seven (7) dDirectors. Directors are collectively to be known as the Board of Directors.
These numbers may be changed by a duly adopted amendment to these Bylaws.
Section 3.3 Selection, Tenure of Office, and Vacancies. The City of Rohnert Park City Council
shall select two (2) of its members to serve onas the Board of Directors. The sitting Council shall
comprise the entirety of the Board of Directors. Whenever a change in sitting members of the
City Council occurs, such changes shall be made to the Board of Directors in similar fashion.
These members shall serve on the Board until the conclusion of their City Council terms unless
they resign or are removed from City Council, or unless they resign or are removed in
accordance with Sections 6.10 or 6.11 of these Bylaws, respectively. The Rohnert Park City
Council shall select two (2) new Board members following the conclusion of existing members’
terms, or their resignation or removal. In addition, the City Manager, the Director of Finance,
and the City Clerk of the City of Rohnert Park, California, shall each serve on the Board of
Directors and shall be and remain a member of the Board of Directors for so long as he or she
remains in such position within the City. Two additional Board member positions may be added
or deleted at the discretion of the Board, by a majority vote, and such seats shall be reserved for
City of Rohnert Park residents and/or City of Rohnert Park business owners (i.e., “community
members”) selected by the hereinabove described members of the Board of Directors. The term
of service by community members, and minimum qualifications (prior experience and/or
education), shall be established by a majority vote of the Board prior to such positions being
added to the Board.
Section 3.4 Compensation. Directors shall serve without compensation, but each Director may
be reimbursed his or her actual and necessary expenses, including travel incident to his or her
services as Director, subject to any rules that may be imposed upon the adoption of a
reimbursement policy by the Board of Directors, and only where there are unencumbered funds
available for such purpose. Any dDirector may decline such reimbursement.
3
Section 3.5 Restriction on Interested Directors. Not more than forty-nine percent (49%) of the
persons serving on the Board at any time may be interested persons. For the purpose of this
Section 3.5, an “interested person” means and includes:
(a) any person compensated by the Corporation for services rendered to it other than those
performed as a Director within the previous twelve (12) months, whether as a full-time or part-
time employee, independent contractor, or otherwise;
(b) any shareholder, employee or officer of any corporation, or partner or employee of any
partnership, which has rendered compensated services to the Corporation within the previous
twelve (12) months; and
(c) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, mother-
in-law, or father-in-law of any person described in (a) or (b) hereof.
Any violation of the provisions of this paragraph shall not, however, affect the validity or
enforceability of any transaction entered into by the Corporation.
Section 3.6 Nonliability for Debts. The private property of the Directors and/or officers shall be
exempt from execution or other liability for any debts, liabilities or obligations of the Corporation,
and no Director and/or officer shall be liable or responsible for any debts, liabilities or obligations
of the Corporation.
ARTICLE IV -COMMITTEES
Section 4.1 Committees of the Board of Directors. Subject to the provisions of Section 7.1 of
these Bylaws, the Board of Directors may, by resolution adopted by a majority of the dDirectors
then in office (provided a quorum is present), create committees, consisting of two (2) or more
dDirectors. Such committees shall have such power and authority as may be determined by the
Board of Directors, subject to the limitations imposed on such power and authority by the
Nonprofit Corporation Law or the Articles.
Section 4.2 Minutes and Reports. Each committee of the Board of Directors shall keep regular
minutes of its proceedings, which shall be filed with the Secretary. All action by any committee
shall be reported to the Board of Directors at the next meeting thereof, and, insofar as rights of
third parties shall not be affected thereby, shall be subject to revision and alteration by the
Board of Directors.
Section 4.3 Meetings. Subject to Section 7.1 of these Bylaws, except as otherwise provided in
these Bylaws or by resolution of the Board of Directors, Committee meetings will be scheduled
at times which allow for each member to attend. Each member should make an effort to
accommodate the committee meeting schedule. The schedule of committee meetings will be
promptly communicated to each committee member. each committee of the Board of Directors
shall adopt its own rules governing the time and place of holding and the method of calling its
meetings and the conduct of its proceedings and shall meet as provided by such rules, and it
shall also meet at the call of any member of the committee. Unless otherwise provided by such
rules or by resolution of the Board of Directors, committee meetings shall be governed by Article
VII of these Bylaws.
Section 4.4 Term of Office of Members of Committees of the Board of Directors. Each
committee member shall serve at the pleasure of the Board of Directors but not to exceed such
committee member's term as a Director.
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Section 4.5 Advisory Committees. Notwithstanding Sections 4.1 through 4.4 of these Bylaws,
nothing in these Bylaws prevents the Board of Directors from establishing by resolution advisory
committees to assist the Board. The purpose, number and size of these committees, committee
member qualifications, and duration of member terms shall be detailed in the establishing
resolution(s). Advisory committees shall have no corporate powers, but rather shall present
recommendations to the Board of Directors for approval, in a manner directed by the Board.
ARTICLE V -MEMBERS
The Corporation shall have no “members” as that term is defined by California Corporations
Code Section 5056 and shall be governed solely by its Board of Directors in accordance with
these Bylaws. Pursuant to California Corporations Code Section 5310, any action which would
otherwise require approval by a majority of all such members, shall instead require the approval
by a majority of a quorum of the Board of Directors.
ARTICLE VI -OFFICERS
Section 6.1 Officers. The officers of the Corporation shall be a Chair of the Board, Vice-Chair of
the Board, Executive Director, Assistant Executive Director, Treasurer, Secretary, and such
other officers as the Board of Directors may appoint. Other subordinate officers as may be
appointed in accordance with the provisions of Section 6.3 of this Article. One (1) person may
hold two (2) or more offices; provided, however, that neither the Secretary nor the Treasurer
may serve concurrently as the Chair of the Board of Directors.
Section 6.2 Appointment of Officers. The Chair and Vice-Chair of the Board shall be the City of
Rohnert Park Mayor and Vice-Mayor, respectively. City Council Members each officer elected
by a majority vote of the Board. The Treasurer shall be the City of Rohnert Park Director of
Finance; the Secretary shall be the City of Rohnert Park City Clerk; and the Executive Director
shall be the Rohnert Park City Manager; and the Assistant Executive Director shall be the
Rohnert Park Assistant City Manager.
Section 6.3 Subordinate Officers. The Board of Directors may appoint such other subordinate
officers as the business of the Corporation may require, each of whom shall hold office for such
period, have such authority and perform such duties as are required in these Bylaws or as the
Board of Directors may from time to time determine.
Section 6.4 Chair. The Chair shall preside at all meetings of the Board of Directors, and shall
submit such information and recommendations to the Board of Directors as he or she may
consider proper concerning the business, policies and affairs of the Corporation. Except as
otherwise authorized by resolution of the Board of Directors, the Chair or the Chair’s designee
shall be authorized to sign all contracts, notes, conveyances, and other papers, documents and
instruments in writing in the name of the Corporation.
Section 6.5 Vice-Chair. The Vice-Chair shall perform the duties of the Chair in the absence or
incapacity of the Chair. In case of the resignation, removal or death of the Chair, the Vice-Chair
shall perform such duties as are imposed on the Chair, until such time as the members of the
City Council appoint another City Council MMember as Mayor, thereby causing the office of
Chair to be filled as provided for in Section 3.3 hereof.to serve on the Board, and the Board
appoints the new Chair.
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Section 6.6 Treasurer. The Treasurer shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of account in written form or any other
form capable of being converted into written form. The Treasurer shall deposit all monies and
other valuables in the name and to the credit of the Corporation with such depositaries or
depositories as may be designated by the Board of Directors. The Treasurer shall reimburse all
funds of the Corporation as may be ordered by the Board of Directors, shall render to the Chair
and Board of Directors whenever they request an account of all of the Treasurer’s transactions
as the Treasurer, and of the financial condition of the Corporation, and shall have such other
powers and perform such other duties as may be prescribed by the Board of Directors or by
these Bylaws.
Section 6.7 Secretary. The Secretary shall keep, or cause to be kept, a book of minutes in
written form of the proceedings of the Board of Directors and committees of the Board of
Directors. Such minutes shall include all waivers of notice, consents to the holding of meetings
or approvals of the minutes of meetings executed pursuant to these Bylaws or the Nonprofit
Corporation Law. The Secretary shall give, or cause to be given, notice of all meetings of the
Board of Directors required by these Bylaws or by law to be given, and shall cause the seal of
the Corporation to be kept in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or these Bylaws.
Section 6.8 Executive Director. The Executive Director shall be responsible for the day-to-day
administration of the Corporation, including the right to employ and discharge all subordinate
officers, employees and agents of the Corporation and shall have the authorization to sign all
contracts, notes, conveyances, and other papers, documents and instruments in writing in the
name of the Corporation, except where such matters are prescribed in the Bylaws or by the
Board of Directors and shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or by these Bylaws.
Section 6.9 Assistant Executive Director. The Assistant Executive Director shall be responsible
to assist the Executive Director in managing the day-to-day operations of the Corporation and
oversee projects and programs as assigned by the Executive Director. The Assistant Executive
Director shall undertake the duties and responsibilities of the Executive Director in the event of
absence, incapacity, or resignation of the Executive Director, until such time that a new
Executive Director is appointed.
Section 6.910 Authority to Bind. Corporation. No member, officer, agent or employee of the
Corporation, without prior specific or general authority by a vote of the Board of Directors, shall
have any power or authority to bind the Corporation by a contract, to pledge its credit, or to
render it liable for any purpose in any amount.
Section 6.101 Resignation. A BoardCity Council Mmember or officeremployee resigning from
his or her position with the City of Rohnert Park shall give written notice to the Corporation of his
or her concurrent resignation from the Board of Directors or position as an officer of the
Corporation, subject to the rights, if any, of the Corporation under any contract to which the
Director or officer is a party. 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 6.11 Removal. Any community Board Member or officer may be removed, either with or
without cause, by a majority of the Directors then in office at any regular or special meeting of
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the Board of Directors, or by any officer upon whom such power of removal may be conferred
by the Board of Directors.
Section 6.12 Vacancies. A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for
regular appointments to such office.
ARTICLE VII -MEETINGS
Section 7.1 Ralph M. Brown Act. All meetings of the Board of Directors, including, without
limitation, regular, adjourned regular, special, and adjourned special meetings shall be called,
noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act
(commencing with Section 54950 of the California Government Code), or any successor
legislation hereinafter enacted (the “Brown Act”). Nothing contained in these Bylaws shall be
construed to prevent the Board of Directors from holding closed sessions during a regular or
special meeting concerning any matter permitted by law to be considered in a closed session.
Section 7.2 Regular Meetings. Subject to the provisions of Section 7.1 of these Bylaws, regular
meetings shall be held at the business office of the Corporation at the City of Rohnert Park City
Hall or at such other place as the Chair may designate. Meetings shall be held, on dates and at
a times set by a meeting schedule established as fixed by resolution of the Board of Directors.
At a minimum, the Board of Directors shall meet on the second Tuesday of January each year
to recognize the change in office of Chair and Vice Chair, in accordance with the new Mayor
and Vice Mayor of the Rohnert Park City Council taking office. A regular quarterly meeting
schedule shall be established to meet on business matters before the Board of Directors and to
work with members of the community to further the purpose of the Corporation by encouraging
donations and contributions to the Corporation. If at any time any regular meeting falls on a
legal holiday, then the meeting shall be held at the same time and place on the next succeeding
day which is not a legal holiday. At least seventy-two (72) hours before a regular meeting, an
agenda containing a brief general description of each item of business to be transacted or
discussed shall be posted at a location freely accessible to members of the public. The agenda
shall specify the time and location of the regular meeting. No action shall be taken on any item
not appearing on the posted agenda except as permitted by law. In the event that the Chair
shall determine that there is no business required to be transacted by the Board of Directors at
any such regular meeting, such regular meeting shall not be required to be held.
Section 7.3 Calling Meetings. Subject to the provisions of Section 7.1 of these Bylaws,
meetings of the Board of Directors (other than regular meetings held pursuant to Section 7.1
and/or Section 7.2 of these Bylaws) shall be held whenever called by the Chair (or Vice-Chair in
the absence of the Chair) oof the Board of Directors, or any two (2) Directors of the Corporation.
Section 7.4 Place of Meetings. Subject to the provisions of Section 7.1 of these Bylaws,
meetings of the Board of Directors shall be held at any place within the sState of California
which may be designated in the notice of the meeting, or, if not stated in the notice, or if there is
no notice, designated by resolution of the Board of Directors. In the absence of such
designation, meetings of the Board of Directors shall be held at the principal office of the
Corporation.
Section 7.5 Special Meetings. Subject to the provisions of Section 7.1 of these Bylaws, a special
meeting may be called at any time by the Chair (or Vice-Chair in the absence of the Chair) or
upon the request of two (2) of the Directors of the Corporation. Written notice of the time and
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place of special meetings of the Board of Directors shall be delivered personally to each
Director or sent to each Director by first-class mail, telephone, including a voice messaging
system, telegraph, facsimile or other electronic means of communication. In case such notice is
sent by mail, it shall be deposited in the United States mail at least four (4) days prior to the time
of the holding of the meeting. For purposes of determining whether such four (4)-day
requirement has been satisfied, the day of the meeting and the day notice is given shall each be
counted as one (1) full day regardless of the time of the day the meeting is held or the notice is
given. Each notice shall be deemed given to a Director when deposited, with postage thereon
prepaid, in a post office or official depository under the exclusive care and custody of the United
States Post Office and addressed to such Director at the address designated by him for that
purpose or, if none is designated, at his last known address. In case such notice is delivered
personally, by telephone, telegraph, facsimile or other electronic means it shall be so delivered
at least forty-eight (48) hours prior to the time of the holding of the meeting. In addition to the
written notice provided to Directors, written notice of the time and place of special meetings of
the Board of Directors shall also be posted in a location that is freely accessible to members of
the public at least twenty-four (24) hours prior to the special meeting. The notices provided
herein may be given by the Secretary of the Board of Directors or by the Director(s) who called
said meeting. Notice shall not be necessary if appropriate waivers, consents or approvals are
filed in accordance with Section 7.6 of these Bylaws.
Section 7.6 Waiver of Notice. Subject to the provisions of Section 7.1 of these Bylaws, notice of
a meeting need not be given to any Director who signs a waiver of notice, or a written consent
to holding the meeting or an approval of the minutes of the meeting, whether before or after the
meeting, or who attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice to such Director. All such waivers, consents and approvals shall be filed with
the corporate records orand made a part of the minutes of the meeting. Neither the business to
be transacted nor the purpose of any regular or special meeting of the Directors, or of a
committee of Directors, need be specified in any such waiver, consent or approval.
Section 7.7 Quorum. Subject to the provisions of Section 7.1 of these Bylaws, a majority of the
authorized number of Directors shall 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 the act of the Board of Directors, unless the Articles of
Incorporation, these Bylaws, or the Nonprofit Corporation Law specifically requires a greater
number. In the absence of a quorum at any meeting of the Board of Directors, a majority of the
Directors present may adjourn the meeting as provided in Section 7.8 of these Bylaws. A
meeting at which a quorum is initially present may continue to transact business,
notwithstanding the withdrawal of enough directors to leave less than a quorum, if any action
taken is approved by at least a majority of the required quorum for such meeting.
Section 7.8 Adjournment. Subject to the provisions of Section 7.1 of these Bylaws, any meeting
of the Board of Directors, whether or not a quorum is present, may be adjourned to another time
and place by the vote of a majority of the dDirectors present. Notice of the time and place of the
adjourned meeting need not be given to absent Directors if said time and place are fixed at the
meeting adjourned; provided, however, that if the meeting is adjourned for more than twenty-
four (24) hours, notice of any adjournment to another time and place shall be given, prior to the
time of the adjourned meeting, to the Directors who were not present at the time of the
adjournment.
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Section 7.9 Inspection Rights. Every Director shall have the absolute right at any time to
inspect, copy and make extracts of, in person or by agent or attorney, all books, records and
documents of every kind and to inspect the physical properties of the Corporation.
Section 7.10 Order of Business. At the regular meetings of the Board of Directors, the following
shall be the general order of business:
l. Roll Call
2. Public Comments
3. Approval of Minutes
6. Action Items
4. Informational Items
5. Reports
8. Adjournment
1. Roll Call
2. Presentations
3. Public Comments
4. Approval of Minutes
5. Action Items
6. Reports and Informational Items
7. Matters To and From the Board
8. Adjournment
Meetings shall be conducted in accordance with established protocol generally known as
“RobertsRosenberg’s Rules of Order”.
ARTICLE VIII - BOOKS AND RECORDS
Section 8.1 Books and Records. The Corporation shall keep adequate and correct books and
records of account and minutes of the proceedings of the Board of Directors and committees of
the Board of Directors.
Section 8.2 Form of Records. Minutes shall be kept in written form. Other books and records
shall be kept either in written form or in any other form capable of being converted into written
form. If any record subject to inspection pursuant to the Nonprofit Corporation Law is not
maintained in written form, a request for inspection is not complied with unless and until the
Corporation, at its expense, makes such record available in written form.
Section 8.3 Annual Report. The Board of Directors shall cause an annual report (hereinafter the
“Annual Report”) to be sent to the Directors not later than one hundred twenty (120) days after
the close of the Corporation’s fiscal year. The Annual Report shall contain in appropriate detail
the following:
A. The assets and liabilities, including the trust funds, of the Corporation as of the end of the
fiscal year;
B. The principal changes in assets and liabilities, including trust funds, during the fiscal year;
C. The revenue or receipts of the Corporation, both unrestricted and restricted to particular
purposes, during the fiscal year;
D. The expenses or disbursements of the Corporation, for both general and restricted purposes,
during the fiscal year; and
E. Any information required by Section 6322 of the Nonprofit Corporation Law.
Formatted: No underline
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The Annual Report 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 prior to the completion of independent audit from the books and
records of the Corporation.
ARTICLE IX - GRANTS, DONATIONS, GIFTS, CONTRACTS, LOANS, ETC.
Section 9.1 Donations and Gifts. The Corporation Board of Directors shall prepare and adopt a
policy governing donations and gifts to the Corporation, prior to the acceptance of any such
gifts.
Section 9.21 Grants and Contributions. The making of grants and contributions, and otherwise
rendering financial assistance to further the purposes of the Corporation, may be authorized by
the Board of Directors. The Board of Directors may authorize any officer or officers, agent or
agents, in the name of and on behalf of the Corporation, to make any such grants, contributions
or assistance. The Corporation Board of Directors shall prepare and adopt a policy governing
the making of grants and contributions by the Corporation, prior to the making of any such
financial assistance.
Section 9.32 Execution of Contracts. The Board of Directors may authorize any officer,
employee or agent, in the name of and on behalf of the Corporation, to enter into any contract or
execute and satisfy any instrument, and any such authority may be general or confined to
specific instances, or otherwise limited.
Section 9.43 Loans. The Chair of the Board or any other officer, employee or agent authorized
by the Board of Directors may effect loans and advances at any time for the Corporation from
any bank, trust company or other institutions or from any firm, corporation or individual and for
such loans and advances may make, execute and deliver promissory notes, bonds or other
certificates or evidences of indebtedness of the Corporation and, when authorized by the Board
of Directors so to do, may pledge and hypothecate or transfer assets of the Corporation as
security for any such loans or advances. Such authority conferred by the Board of Directors may
be general or confined to specific instances or otherwise limited. The Corporation Board of
Directors shall prepare and adopt a policy governing loans and advances to the Corporation,
prior to effecting any such loans or advances. The Board is prohibited from authorizing loans to
Board mMembers, officers, subordinate officers, staff of the cCorporation and/or the City of
Rohnert Park, and those providing volunteer service to the organization.
Section 9.54 Checks, Drafts, Etc. All checks, drafts and other orders for the payment of money
out of the funds of the Corporation, and all notes or other evidences of indebtedness of the
Corporation, shall be signed on behalf of the Corporation in such manner as shall, from time to
time, be determined by resolution of the Board of Directors.
Deposits. Section 9.6 Deposits.The5 Deposits. The funds of the Corporation not otherwise
employed shall be deposited from time to time to the order of the Corporation in such banks,
trust companies or other depositories as the Board of Directors may select or as may be
selected by an officer, employee or agent of the Corporation to whom such power may from
time to time be delegated by the Board of Directors.
Formatted: Underline
Formatted: Underline
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ARTICLE X - INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 10.1 Indemnification by Corporation.
A. For the purposes of this Section 10.1, “agent” means any person who is or was a dDirector,
officer, employee or other agent of the Corporation, or is or was serving at the request of the
Corporation as a dDirector, officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise, or was a dDirector, officer,
employee or agent of a foreign or domestic corporation which was a predecessor corporation of
the Corporation or of another enterprise at the request of such predecessor corporation;
“proceeding” means any threatened, pending or completed action or proceeding, whether civil,
criminal, administrative or investigative; and “expenses” includes, without limitation, attorneys’
fees.
B. The Corporation shall, to the fullest extent permitted by law, indemnify any person who was
or is a party or is threatened to be made a party to any proceeding by reason of the fact that
such person is or was an agent of the Corporation, against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection with such
proceeding.
C. In the event entitlement to indemnification is required by law to be based upon a
determination by the Board of Directors that the agent has met the standards of conduct
prescribed by law, such body shall meet and shall reach a determination on the issue within a
reasonable period of time after request for such body to meet is received by the Corporation
from the agent.
Section 10.2 Advancing Expenses. The Corporation may advance to each agent the expenses
incurred in defending any proceeding referred to in Section 10.1 of these Bylaws prior to the
final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent
to repay such amount unless it shall be determined ultimately that the agent is entitled to be
indemnified as authorized in Section 10.1 of these Bylaws.
Section 10.3 Insurance. The Corporation shall have power to purchase and maintain insurance
on behalf of any agent of the Corporation against any liability asserted against or incurred by the
agent in such capacity or arising out of the agent’s status as such whether or not the
Corporation would have the power to indemnify the agent against such liability under the
provisions of this Section 10.3; provided, however, that the Corporation shall have no power to
purchase and maintain such insurance to indemnify any agent of the Corporation for a violation
of Section 5233 of the Nonprofit Corporation Law (relating to self-dealing transactions).
ARTICLE XI - INVESTMENTS
Section 11.1 Standards, Retention of Property.
A. In investing, reinvesting, purchasing, acquiring, exchanging, selling and managing the
Corporation’s investments, other than assets held for use or used directly in carrying out a
public or charitable program of the Corporation, the Board of Directors shall avoid speculation,
looking instead to the permanent disposition of the funds, considering the probable income as
well as the probable safety of the Corporation’s capital.
B. Unless limited by the Articles of Incorporation, the Corporation may continue to hold property
properly acquired or contributed to it if and as long as the Board of Directors, in the exercise of
good faith and of reasonable prudence, discretion and intelligence, may consider that retention
is in the best interests of the Corporation. No retention of donated assets violates this Section
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11.1, where such retention was required by the donor in the instrument under which the assets
were received by the Corporation, except that no such requirement may be effective more than
ten (10) years after the death of the donor.
C. No investment violates this Section 11.1 by virtue of the investment’s speculative character,
where the investment conforms to provisions authorizing such investment contained in the
instrument or agreement under which the assets were contributed to the Corporation.
ARTICLE XII - PURPOSES AND OPERATIONS OF THE CORPORATION
Section 12.1 Purposes. The business of the Corporation is to be operated and conducted in the
promotion of its objects and purposes as set forth in Article II of its Articles of Incorporation and
Article II of the Bylaws.
Section 12.2 Dedication of Assets. The income and assets of the Corporation are irrevocably
dedicated to charitable purposes and no part of the net income or assets of the organization
shall ever inure to the benefit of any Director, Oofficer or member thereof or to the benefit of any
private person.
Section 12.3 Dissolution. The Corporation may be dissolved by vote of the Directors, or by the
action of the Board of Directors in accordance with the provisions of California law. Upon
dissolution of the Corporation, and after payment or provision for payment, of all debts and
liabilities, the assets of the Corporation shall be distributed to the City of Rohnert Park. If for any
reason the City is unable or unwilling to accept the assets of the Corporation, such assets will
be distributed to the United States government; to a state or local government for public
purposes; or to a nonprofit fund, or corporation which is organized and operated for charitable
purposes and which has established its tax-exempt status under Section 501(c)(3) of the
Internal Revenue Code of 1986.
Section 12.4 Merger. The Corporation may merge with other corporations organized solely for
nonprofit purposes, qualified and exempt from Federal taxation pursuant to Section 501(c)(3) of
the Internal Revenue Code of 1986 and from State taxation, upon compliance with the
provisions of California law relating to merger and consolidation.
Section 12.5 Restrictions. No substantial part of the activities of the Corporation shall consist of
lobbying, carrying on propaganda, or otherwise attempting to influence legislation, and the
Corporation shall not participate in, or intervene in (including the publishing or distribution of
statements) any political campaign on behalf of any candidate for public office.
ARTICLE XIII - SEAL AND FISCAL YEAR
Section 13.1 Seal. The Board of Directors may adopt a corporate seal which shall be in the form
of a circle and shall bear the full name of the Corporation and the year and state of its
incorporation.
Section 13.2 Fiscal Year. The fiscal year of the Corporation shall be determined, and may be
changed, by resolution of the Board of Directors.
ARTICLE XIV - EXEMPT ACTIVITIES
Notwithstanding any other provision of these Bylaws, no Director, officer, employee or agent of
the Corporation shall take any action or carry on any activity by or on behalf of the Corporation
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not permitted to be carried on by an organization exempt from Federal income tax under
Section 501(c)(3) of the Internal Revenue Code.
ARTICLE XV - AMENDMENTS
New Bylaws may be adopted or these Bylaws may be amended or repealed by the affirmative
vote of a majority of the full Board of Directors or by the written consent thereof, except as
otherwise provided by law or by the Articles of Incorporation. Notwithstanding the foregoing,
amendment of these Bylaws shall require the approval of a majority of the authorized number of
Directors.
ATTACHMENT 3
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
The undersigned certify that:
1. They are the executive director and the secretary, respectively, of the City of Rohnert
Park Foundation, a California corporation
2. Article II(B) of the Articles of Incorporation of this corporation is amended to read as
follows:
“The specific purpose of this corporation is to raise and manage funds in
connection with civic purposes and projects.”
3. The foregoing amendment of Articles of Incorporation has been duly approved by the
board of directors.
4. The corporation has no members.
We further declare under penalty of perjury under the laws of the State of California that the
matters set forth in this certificate are true and correct of our own knowledge.
Date:
Darrin Jenkins, Executive Director
JoAnne Buergler, Secretary