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2019/09/10 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 September 10, 2019 Open Session: 5:00 p.m. *or soon thereafter recess of the Rohnert Park City Council/RPFA/Successor Agency to CDC Joint Regular Meeting 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 Joseph T. Callinan, Vice Chair Susan H. Adams, Director Jake Mackenzie, Director Pam Stafford, Director 1. CALL TO ORDER/ROLL CALL 2. PRESENTATIONS 3. 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. 4. APPROVAL OF MINUTES A. Approval of Minutes of Board Special Meeting held on February 12, 2019. 5. ACTION ITEMS A. Receive Informational Update on 2019 Small Grants Program and Approve Eligibility Requirements for 2020 Small Grants Program 1. Staff Report 2. Public Comments 3. Board Discussion/Receive Report B. Consideration of Amending Bylaws of the City of Rohnert Park Foundation to Add Consent Calendar to Order of Business 1. Staff Report 2. Public Comments 3. Board Motion/Discussion/Vote C. Consideration of a Budget Amendment to Fund Field Light Replacement at Benicia and Eagle Parks 1. Staff Report 2. Public Comments 3. Board Motion/Discussion/Vote 6. REPORTS AND INFORMATIONAL ITEMS 7. 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. 8. ADJOURNMENT RECONVENE TO CITY COUNCIL MEETING CERTIFICATION OF POSTING OF AGENDA I, Elizabeth Machado, Office Assistant for the City of Rohnert Park, declare that the foregoing agenda for the September 10, 2019, Meeting of the City of Rohnert Park Foundation was posted and available for review on September 5, 2019, at Rohnert Park City Hall, 130 Avram Avenue, Rohnert Park, California 94928. Executed this 5th day of September 2019, at Rohnert Park, California. ___________________________________________ Elizabeth Machado, Office Assistant MINUTES OF THE CITY OF ROHNERT PARK FOUNDATION BOARD MEETING Tuesday, February 12, 2019 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 Belforte called the Special Meeting to order at 5:09 p.m., the notice for which being legally noticed on January 3, 2019. Present: Board Members Gina Belforte, Chair Joseph T. Callinan, Vice Chair Susan Hollingsworth Adams, Director Jake Mackenzie, Director Pam Stafford, Director Absent: None. 2. PRESENTATIONS None. 3. PUBLIC COMMENTS None. 4. APPROVAL OF MINUTES A.Approval of Minutes of Board Special Meeting held on January 8, 2019 Recommended Action(s): Approve the Minutes. Public Comment: None. ACTION: Moved/seconded (Mackenzie/Stafford) to approve the Minutes of Board Special Meeting held on January 8, 2019. Motion carried by the following unanimous 5-0 vote: AYES: Adams, Mackenzie, Stafford, Callinan and Belforte; NOES: None, ABSTAINS: None, ABSENT: None. 5. ACTION ITEMS A.Consideration of Increasing Fiscal Year 2018/19 Appropriations by $67,000 to Fund the Leadership Rohnert Park Program Senior Analyst L. Tacata presented the item. Recommended Action(s): Adopt a resolution = authorize the Treasurer to increase Fiscal Year 2018/19 appropriations by $67,000 for the Leadership Rohnert Park Program. Public Comment: None. Item 4A City of Rohnert Park Foundation Board Meeting February 12, 2019 Page 2 of 2 ACTION: Moved/seconded (Callinan/Mackenzie) to adopt Resolution 2019-01 Authorizing an Increase of Appropriations by $67,000 to Fund the Leadership Rohnert Park Program. Motion carried by the following unanimous 5-0 vote: AYES: Adams, Mackenzie, Stafford, Callinan and Belforte; NOES: None, ABSTAINS: None, ABSENT: None. 6. REPORTS AND INFORMATIONAL ITEMS None. 7. COMMUNICATIONS/MATTERS FROM OR FOR THE BOARD None. 8. ADJOURNMENT Chairperson Belforte adjourned the Special Meeting at 5:12 p.m. _____________________________________ __________________________________ JoAnne M. Buergler, Secretary Gina Belforte, Chair City of Rohnert Park Foundation Board City of Rohnert Park Foundation Board City of Rohnert Park Foundation Leo Tacata, Senior Analyst September 10, 2019 Community Small Grants Program Year One Summary Community Small Grants Program Purpose: encourage organizations to do projects that will benefit or improve the Rohnert Park community Projects, Services, and Events $5,000 maximum grant award $100,000 total funding 28 Organizations Funded in Year One Community Peace Park at Burton Rec Center Rotary Club of Cotati and Rohnert Park Scout Hut at Santa Alicia Park Girl Scouts Troop 106 Scout Hut at Santa Alicia Park Girl Scouts Troop 106 Senior Center Beautification Project ArtStart Rapid Assessment of Creeks Daily Acts Imagination Playground M. Hahn Elementary Outdoor Ping Pong Table Richard Crane Elementary Interior Painting of Burton Rec Center Rohnert Park Chorale Home Energy Conservation Assessments Rising Sun Center for Opportunity Veterinary Wellness Clinics Animal Shelter League Active Military Banners Armed Forces Banner Program Teachers’ Grant Program Education Foundation of Cotati-Rohnert Park Canned Food and Meals 2018 Campaign Neighbors Organized Against Hunger Produce Prescription Program Petaluma Bounty Holiday and Veterans Day Concerts Rohnert Park Community Band Bike Rodeo at Richard Crane Elementary Sonoma County Bicycle Coalition 2018 Youth Summit Sonoma County Black Forum SSU Nursing Outreach Project SSU Nursing One Planet Youth Summit Awakening Entelechy Impact 175 Volunteers 400+ Community Members Benefitted from Grants 2019/2020 Small Grants Program $100,000 Total Funding Awards of up to $5,000 Applications open September 16 Applications due October 18 www.rpcity.org/sgp (“Small Grants Program”) Recommendations for awards expected November 12 Projects to begin January 1, 2020 Types of Eligible Projects One-time Projects Services Events Projects that will benefit or improve the Rohnert Park Community Portfolio that reflects the community’s diverse interests Community Small Grants Program Year Two: Approve Eligibility Requirements for 2019/2020 Program Consideration of Eligibility Requirements Recommendation: Reconsider the consecutive- year exclusion in certain instances Proposed eligibility provisions: An organization can apply to do different one-time projects each year An organization that has been successfully funded for a service or event must wait at least one year before being considered for funding of the same service or event Questions? ITEM NO. 5A 1 Meeting Date: September 10, 2019 Department: Administration Submitted By: Darrin Jenkins, Executive Director Prepared By: Leonardo Tacata, Senior Analyst Agenda Title: Receive Informational Update on 2019 Small Grants Program and Approve Eligibility Requirements for 2020 Small Grants Program RECOMMENDATIONS: Receive report on 2019 Small Grants Program and approve eligibility requirements for 2020 Small Grants Program. BACKGROUND: On May 2, 2017, the Foundation Board authorized a memorandum of understanding to accept on-going “Community Investment” contributions from the City of Rohnert Park’s MOU with the Federated Indians of Graton Rancheria to mitigate the impacts of the casino on the City. The Foundation has received quarterly Community Investment contributions since May 2017. On February 13, 2018, the Foundation Board approved the creation of the Foundation’s Community Small Grants Program. The Small Grants Program is a competitive grants-making program that provides up to $5,000 to organizations to enhance the City. On May 1, 2018, the Foundation opened its application period for its first cycle of the Small Grants Program. Thirty-nine applications were received and evaluated by an internal committee for recommended awards. On July 10, 2018, the Board approved twenty-eight projects totaling $100,000 in grant awards. INFORMATIONAL UPDATE: Successful Year One The 2019 Small Grants Program funded an impressive variety of projects. These are the highlights of projects completed in Year One of the program: • The Scout Hut in Alicia Park received a renovated the kitchen and had a mural painted on the building; • A community peace park was created at the Burton Recreation Center; • An outdoor concrete tennis table was built at Richard Crane Elementary School; • An imagination playground set was provided to Hahn Elementary School; • Two veterinary wellness clinic events were held to assist low- and fixed-income pet owners; • A mosaic bench was created by seniors at the Senior Center; • Creation and display of banners honoring active-military Rohnert Park residents; • Rapid trash assessment and clean-up along Hinebaugh and Copeland Creeks; • New interior paint of the Burton Recreation Center. CITY OF ROHNERT PARK FOUNDATION BOARD OF DIRECTORS AGENDA REPORT ITEM NO. 5A 2 Small Grants also supported the following services and events: • School-based trauma counseling services; • A grant-making program for Cotati-Rohnert Park Unified School District teachers; • Emergency relief for homeless families; • Canned food, meals, and Farmer’s Market produce vouchers to assist low-income families; • A bike rodeo to teach bicycle rider safety to elementary students; • Energy audits to teach residents better energy conservation; • Community band concerts; • On-campus dental health screenings; • High school and SSU student conferences and workshops Three projects are still in-progress: • Competitive league improvements for pickleball courts: The project will commence when recreational pickleball courts have been completed (expected 2020); • Age-friendliness assessment of Rohnert Park neighborhoods: The project will conclude in Fall 2019 and will deliver its report to the City in Winter 2019; • Cataloging of historical society materials: Project is delayed due to lack of volunteers. In all, Year One of the Foundation’s Community Small Grants Program was quite successful. Collectively, approximately 175 volunteers and community service persons participated in the creation or delivery of the Small Grants projects. It is estimated that more than 425 community members received the benefit of the programs. 2020 COMMUNITY SMALL GRANTS PROGRAM: The 2019/2020 Annual Budget provides $100,000 to continue the Small Grants Program for a second year. In the first year of the program, applications were open in May and awarded in July. Feedback to staff was that the May application period is difficult for many school-related organizations due to the fact that many student and parent-led organizations turn over their organizational leadership annually at the end of the school year—decision makers who would apply for the Small Grants funding are not yet in place at that time of year. This year, applications for the Year Two cycle will open on September 16. It is expected that organizations on school-year calendars may have a more competitive opportunity to participate in the program. The application period will be open until October 18; applications will be accepted online or submitted to City Hall. The City’s internal evaluation committee, consisting of representatives from the community as well as staff from every department, will review the applications and make recommendations for award. The Foundation Board will receive the recommendations and make final award decisions on November 12. Successful awardees will be offered grant contracts that will begin on January 1, 2020. ITEM NO. 5A 3 ANALYSIS OF PROGRAM GRANT REQUIREMENTS Following are the award guidelines of the Small Grants Program: Purpose The Community Small Grants Program is the City of Rohnert Park Foundation’s community grant making program. Its purpose is to encourage organizations to do projects that will benefit or improve the Rohnert Park community. Funding of the program comes from the non- guaranteed Community Investment contributions outlined in the Memorandum of Understanding by and between the City of Rohnert Park and the Federated Indians of Graton Rancheria. Awards The maximum grant award is $5,000. Up to $100,000 of awards may be granted in this cycle of funding. The amount of grant award will be determined in part by an applicant’s justification for the amount of the request. Consistent with the Foundation’s bylaws, Small Grants will be used to support projects which sustain or enhance the community of Rohnert Park (“civic projects”). The Foundation expects to support a portfolio of projects that reflect and benefit the community’s diverse interests. Eligibility To receive funding for the City of Rohnert Park Foundation’s Community Small Grants Program, the Foundation welcomes grant requests from organizations that can enter into a contract with the Foundation, and that are located in, or provide services to our community. General Exclusions • Grants for support to individuals • Grants to cover past operating debts or debt retirement • Testimonial dinners or advertising • Political organizations or campaigns • Capital campaigns • Endowments Generally, one grant request per applicant organization will be accepted per grant term. The evaluation committee strongly considers applications that clearly and best demonstrate benefits to community members who “live, work, and play” in the City of Rohnert Park, consistent with the City of Rohnert Park’s vision statement. Recommended Changes to Eligibility Requirements It is important to note that the casino mitigation MOU Community Investment contributions which support the Small Grants Program are non-guaranteed funds. When the Board created the Community Small Grants Program, it agreed that the program should not encourage operational dependency from the applicant organizations. Furthermore, the Board agreed that a successful applicant should not receive funding in consecutive grant cycles in order to discourage reliance on the grant program. Successful applicants in Year One were told that they would not be eligible for a consecutive year of funding, but could apply for another Small Grant after a one- year moratorium (“consecutive-year exclusion”). ITEM NO. 5A 4 Staff is recommending the Board to reconsider the consecutive-year exclusion in certain instances. One lesson learned from Year One was that the Small Grants Program generated enthusiasm across the community to participate in the program. Feedback to staff is that there is no shortage of good ideas for projects for our community. Several groups who successfully completed projects in Year One have expressed interest in offering new projects in Year Two if they are given the chance. Given the success, ability, and creativity demonstrated by these groups, the consecutive-year exclusion will remove some capable organizations from the upcoming cycle. The Small Grants Program funds essentially three types of civic projects. The first type is a “one- time project,” which is generally a temporary endeavor to produce a unique result. Examples of one-time projects in Year One include the Burton Recreation Center Peace Park, the Richard Crane Elementary concrete tennis table, and the Senior Center mosaic bench. The second type is a “service,” which is generally an act of helping. Examples of Year One services included counseling, dental screenings, and veterinary clinics. The third type is an “event,” which included student conferences, concerts, and bike rodeos. One-time projects, services, and events are all certainly worthy of Small Grant Program support because they all contribute to improving our community. What distinguishes one-time projects is that they are generally not repeated because they produce unique results. Once the Scout Hut painted a mural on the building, for example, it is unlikely that the applicant organization would perform the activity again in the next year. Services and events, however, are activities that can be repeated year-after-year: Counseling services can be offered on an on-going basis; a high school group can host a seasonal conference; and a holiday concert can be annual. This is not to say that one-time projects are more valuable or beneficial than services and events. But arguably, funding one-time projects is least likely to result in an organizational reliance on the Small Grants Program. Staff is proposing to replace the program’s consecutive-year exclusion with the following eligibility provisions: • An organization can apply to do different one-time projects each year. • An organization that has been successfully funded for a service or event must wait at least one year before being considered for funding of the same service or event. Should the Board allow an organization to win consecutive-year grants for different one-time projects, it would not conflict with the Board’s agreement that Small Grants not encourage dependence. OPTIONS CONSIDERED: 1. Remove the consecutive-year exclusion for organizations that have successfully completed their Small Grants Program projects. Exclude applications for repeat services or events. Recommended. 2. Make no changes to the current Community Small Grants Program. Year Two of the program will abide by the same conditions as Year One, where services are eligible projects and Year One awardees are ineligible for consecutive year funding. Not recommended because successful Year One community partners that have demonstrated the ability to successfully deliver projects would be excluded from offering new projects to the community. ITEM NO. 5A 5 OTHER CONSIDERATIONS Beginning the fourth quarter of this Fiscal Year, the Foundation’s Community Investment contributions from the casino mitigation MOU is expected to increase substantially due to the fulfilment of other terms in the MOU. Staff will be bringing a report to the Board on options to consider a framework for future funding. Foundation Treasurer Approval Date: N/A City Attorney Approval Date: N/A Foundation Executive Director Approval Date: 9/5/19 Attachments (list in packet assembly order): None. ITEM NO. 5B 1 Meeting Date: September 10, 2019 Department: Administration Submitted By: Darrin Jenkins, Executive Director Prepared By: Leonardo Tacata, Senior Analyst Agenda Title: Consideration of Amending the Bylaws of the City of Rohnert Park Foundation to Add Consent Calendar to Order of Business RECOMMENDED ACTION: Staff recommends that the City of Rohnert Park Foundation Board approve the amended bylaws of the City of Rohnert Park Foundation to incorporate a consent calendar to the Foundation’s Order of Business. 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. The specific purpose of the Foundation is to raise and manage funds in connection with civic purposes and civic projects related to the City of Rohnert Park. The current bylaws of the Foundation, adopted February 26, 2016, had been amended to align the Foundation Board’s membership with the City of Rohnert Park City Council and to generally streamline the bylaws. ANALYSIS: In June 2017, the Foundation began receiving quarterly “Community Investment” contributions from the Graton Mitigation Fund per the Memorandum of Understanding by and between the City of Rohnert Park and the Federated Indians of Graton Rancheria to mitigate the impacts of the casino on the City. Community Investment contributions now represent almost 95% of the Foundation’s revenue, and funds most of the Foundation’s activities, including the Small Grants Program, the City’s Leadership Rohnert Park Program, the City’s Facilities Fee Waiver Program, and a variety of project improvements on the City’s parks and recreational use buildings. Since the Foundation began receiving Community Investment contributions, the organization has significantly increased its activities and has held more meetings than in previous years. Because Foundation Board meetings are generally held on the same evenings as City Council meetings, staff has explored possible operational efficiencies given that the Foundation and the City of Rohnert Park share common schedules, operational procedures, and staff. Add Consent Calendar Option to Order of Business The Order of Business for a City of Rohnert Park City Council meeting provides a Consent Calendar component which is described as: CITY OF ROHNERT PARK FOUNDATION BOARD OF DIRECTORS AGENDA REPORT ITEM NO. 5B 2 The Consent Calendar items are routine matters or non- controversial issues. All items on the Consent Calendar will be considered together by one action unless any Council Member or anyone else interested in a consent calendar item requests that the item be pulled from the Consent Calendar. Members of the public may comment on consent items prior to the Council’s consideration of the consent agenda. Agenda items pulled from the Consent Calendar by Councilmembers, members of the public, or staff will be considered at the beginning of the Action Items section of the agenda. A Councilmember may vote “no” or “abstain” on any consent item as permitted consistent with the Ralph M. Brown Act (Government Code sections 54950, et seq.)1. Below is a comparison of the City of Council’s Order of Business and the Foundation’s Order of Business, as currently described in the City’s City Council Protocols and the Foundation’s Bylaws, respectively: City Council Protocols, January 2019 Order of Business, Section II Foundation Bylaws, February 2016 Order of Business Section 7.10 A.General Order 1.Roll Call B.Presentations/Proclamations 2.Presentations C.Consent Calendar 3.Public Comments D.Action Agenda Items 4.Approval of Minutes E.Council Committee and Other Reports 5.Action Items F.Communications 6.Reports and Informational Items G.Matters from/for Council 7.Matters to and From the Board H.Standard Adjournment 8.Adjournment The Order of Business components between both organizations are very similar. Currently, however, the Foundation’s bylaws do not have a consent calendar component. Each new item is brought as a separate action item. With the Foundation’s increased activity, it is likely that the organization will generate more items that would be considered non-controversial or routine, such as correspondence that requires no action or perfunctory items that have been previously approved formally (such as adjusting the transfer of net proceeds of Performing Arts Center concessions fundraising). Additionally, the approval of minutes is also a fairly routine function. Staff proposes that the Foundation replace the Approval of Minutes function (Item #4) with a Consent Calendar function in the Order of Business Section 7.10 of the bylaws. The Order of Business would become: 1.Roll Call 1 City Council Protocols, City of Rohnert Park 2019, Section II ITEM NO. 5B 3 2. Presentations 3. Public Comments 4. Consent Calendar 5.Action Items 6. Reports and Informational Items 7. Matters to and From the Board 8. Adjournment Furthermore, the Bylaws state that the Board will follow “Rosenberg’s Rules of Order;” however these rules have no provisions for a consent calendar. Staff recommends to add a rule to the bylaws that directs how the consent calendar will work: 7.11. Consent Calendar All items on the Consent Calendar will be considered together by one action unless any Director requests that the item be pulled from the Consent Calendar. Members of the public may comment on consent items prior to the Council’s consideration of the consent agenda. Agenda items pulled from the Consent Calendar by Directors will be considered at the beginning of the Action Items section of the agenda. A Director may vote “no” or “abstain” on any consent item as permitted consistent with the Ralph M. Brown Act (Government Code sections 54950, et seq.) Should the Board approve a consent calendar, staff anticipates that the Approval of Minutes action will become a consent calendar item. It is anticipated that a consent calendar will make Foundation Board meetings more efficient without removing options available to the governing Board. A revised Bylaws document is provided as Attachment A; a redline version of the changes are provided as Attachment B. OPTIONS: 1.Board approve the amended bylaws, provided as Attachment A. Recommended. 2. Modify the amendment. Should the Board decide to further modify the amendment, the changes will be incorporated and brought back to a future Board meeting. 3.Reject the amendment. Not Recommended. Should the Board reject the amendment, no Consent Calendar option will be available to the Board, and all items will continue to come to the Board as separate Action Items. Foundation Treasurer Approval Date: N/A City Attorney Approval Date: 8/22/19 Foundation Executive Director Approval Date: 8/23/2019 Attachments (list in packet assembly order): A.Amended Bylaws of the City of Rohnert Park Foundation B.Redlined Version of Bylaw Edits ATTACHMENT A 0 BYLAWS OF THE CITY OF ROHNERT PARK FOUNDATION A California Non Profit Public Benefit Corporation Amended and Adopted September 10, 2019 Effective September 10, 2019 ATTACHMENT A 0 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 A 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 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. ATTACHMENT A 2 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. ATTACHMENT A 3 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. ATTACHMENT A 4 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 ATTACHMENT A 5 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 ATTACHMENT A 6 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. Consent Calendar 5. Action Items 6. Reports and Informational Items 7. Matters To and From the Board 8. Adjournment ATTACHMENT A 7 Meetings shall be conducted in accordance with established protocol generally known as “Rosenberg’s Rules of Order”. 7.11. Consent Calendar. All items on the Consent Calendar will be considered together by one action unless any Director requests that the item be pulled from the Consent Calendar. Members of the public may comment on consent items prior to the Council’s consideration of the consent agenda. Agenda items pulled from the Consent Calendar by Directors will be considered at the beginning of the Action Items section of the agenda. A Director may vote “no” or “abstain” on any consent item as permitted consistent with the Ralph M. Brown Act (Government Code sections 54950, et seq.) 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. ATTACHMENT A 8 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 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. ATTACHMENT A 9 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 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 ATTACHMENT A 10 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 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 B 0 BYLAWS OF THE CITY OF ROHNERT PARK FOUNDATION A California Non Profit Public Benefit Corporation Amended and Adopted September 10, 2019February, 2016 Effective February 26, 2016September 10, 2019 ATTACHMENT B 0 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 B 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 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. ATTACHMENT B 2 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. ATTACHMENT B 3 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. ATTACHMENT B 4 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 ATTACHMENT B 5 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 ATTACHMENT B 6 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 MinutesConsent Calendar 5. Action Items 6. Reports and Informational Items 7. Matters To and From the Board 8. Adjournment ATTACHMENT B 7 Meetings shall be conducted in accordance with established protocol generally known as “Rosenberg’s Rules of Order”. 7.11. Consent Calendar. All items on the Consent Calendar will be considered together by one action unless any Director requests that the item be pulled from the Consent Calendar. Members of the public may comment on consent items prior to the Council’s consideration of the consent agenda. Agenda items pulled from the Consent Calendar by Directors will be considered at the beginning of the Action Items section of the agenda. A Director may vote “no” or “abstain” on any consent item as permitted consistent with the Ralph M. Brown Act (Government Code sections 54950, et seq.) 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. ATTACHMENT B 8 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 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. ATTACHMENT B 9 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 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 ATTACHMENT B 10 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 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. ITEM NO. 5C 1 Meeting Date: September 10, 2019 Department: Administration Submitted By: Darrin Jenkins, Executive Director Prepared By: Leonardo Tacata, Senior Analyst Agenda Title: Consideration of a Budget Amendment to Fund Field Light Replacement at Benicia and Eagle Parks RECOMMENDED ACTIONS: Approve a budget amendment in the amount of $300,000 to fund the replacement of field lights at Benicia and Eagle Parks. BACKGROUND: On February 13, 2018, the Foundation Board approved a framework of funding for Community Investment contributions received through the City’s casino mitigation Memorandum of Understanding with the Federated Indians of Graton Rancheria. The framework provides that $100,000 of current Community Investment contribution revenue is earmarked for “Municipal Projects” annually. Municipal Projects have included repairs to courts in Ladybug and Rainbow Parks and repairs to the Community Center including replacement of floors and repair of doors throughout the facility. ANALYSIS: The field lights at Eagle and Benicia Parks have become corroded and require replacement. Public Works estimates the project will need $300,000. The fields are used for youth soccer and girls softball. As the fall season progresses, daylight is reducing. The operation of lights is required to support youth sports teams that need to use the fields in the after-school hours and evenings. Staff is requesting the Board consider funding the replacement of the Benicia and Eagle Park field lights with Foundation funds. This project is a repair project similar to the Municipal Projects currently funded through the Foundation and is an appropriate use of Foundation funds as a “Civic Project” described in the Foundation bylaws. OPTIONS CONSIDERED: 1. Approve a budget amendment in the amount of $300,000 to transfer funds to the City of Rohnert Park to fund the replacement of field lights at Benicia and Eagle Parks. Recommended. 2. Do not fund the replacement of field lights at Benicia and Eagle Parks. Staff can be directed to seek alternatives to be proposed to City Council at a future staff meeting. CITY OF ROHNERT PARK FOUNDATION BOARD OF DIRECTORS AGENDA REPORT ITEM NO. 5C 2 FISCAL IMPACT: The expected Fund Balance at the end of the 19/20 Fiscal Year is $639,703. Should the Board approve the proposed budget amendment, the Foundation’s year-end fund balance would be $339,703. No current projects of the Foundation are expected to be affected by this budget amendment. Foundation Treasurer Approval Date: 9/4/19 City Attorney Approval Date: N/A Foundation Executive Director Approval Date: 9/4/19 Attachments (list in packet assembly order): None.