1967/11/02 Golf Course Corporation Minutes 1
MINUTES OF FIRST MEETING OF
BOARD OF DIRECTORS OF
CITY OF ROHNERT PARK GOLF COURSE CORPORATION
A Corporation Formed Under The
General Nonprofit Corporation
Law Of The State Of California
The Directors named in the Articles of Incorporation of the
City of Rohnert Park Golf Course Corporation, a corporation
formed under the General Nonprofit Corporation Law of the State
of California, and constituting the Board of Directors of said
corporation, held their first meeting at 6950 Commerce Boulevard,
Rohnert Park, California, on the 2nd day of November, 1967 at
5:00 o 'clock P.M.
There were present at said meeting the following Directors
constituting a quorum of the full Board:
JAMES W. HARRIS
DONALD L. DAVIS
LAWRENCE S. SWENSON
On motion and by unanimous vote, Director Davis was elected
Temporary Chairman and Director Swenson was elected Temporary
Secretary of the meeting.
The Chairman announced that the meeting was held pursuant
to written waiver of notice thereof and consent thereto signed
by all of the Directors of the corporation named as such in the
Articles of Incorporation; such waiver and consent was presented
111 to the meeting and upon motion duly made, seconded and unani-
mously carried was made a part of the records of the meeting
and now precedes the minutes of this meeting in the Book of
Minutes of the corporation.
The Chairman stated that the original Articles of Incorpo-
ration of the corporation had been filed in the office of the
California Secretary of State on August 28, 1967, and that a
copy thereof, certified by said Secretary of State, will be filed
in the office of the County Clerk of Sonoma County, being the
County in which the corporation is to have its principal office.
He presented to the meeting a certified copy of said Articles
of Incorporation and the Secretary was directed to insert said
copy in the Book of Minutes of the corporation. He further
presented to the meeting a letter from the Franchise Tax Board
of the State of California dated August 25, 1967, giving the
opinion of that office that the corporation is exempt from State
Franchise Tax under the provisions of Section 23701 f of the
Revenue and Taxation Code. The Secretary was directed to file
the letter together with the reminder form relative to changes
of address and other matters .
The matter of the adoption of by-laws from the regulation
of the corporation was next considered. The Secretary presented
to the meeting a form of by-laws which were duly considered and
discussed. On motion duly made, seconded and unanimously
carried, the following resolutions were adopted:
WHEREAS, the members of this corporation have not as yet
adopted any by-laws for the regulation of its affairs; and
2
WHEREAS, there has been presented to this meeting a form
of by-laws for the regulation of the affairs of this cor-
poration; and
WHEREAS, it is deemed to be to the best interests of this
corporation and its members that said by-laws be adopted by
this Board of Directors as and for the by-laws of this cor-
poration;
NOW, THEREFORE, BE IT RESOLVED, that the by-laws presented
to this meeting and discussed hereat be, and the same hereby
are, adopted as and for the by-laws of this corporation.
RESOLVED FURTHER, that the Secretary of this corporation
be, and he hereby is, authorized and directed to execute a
certificate of the adoption of said by-laws and• to insef't said
by-laws as so certified in the Book of Minutes of this corporation
and to see that a copy of said by-laws, similarly certified, is
kept at the principal office for the transaction of business of
this corporation, in accordance with Section 502 of the Cali-
fornia Corporation Code,
The meeting then proceeded to the election of a president,
a vice-president, a secretary, and a treasurer. The following
were duly elected to the offices indicated after the names of
each:
DONALD L. DAVIS, President
JAMES W. HARRIS, Vice-President
LAWRENCE S. SWENSON, Secretary-Treasurer.
Each officer so elected being present accepted his office,
and thereafter the president presided at the meeting as chair-
man and the secretary acted as secretary of the meeting.
The Secretary presented for the approval of the meeting a
proposed seal of the corporation consisting of a circle with
the words CITY OF ROHNE T PARK GOLF COURSE CORPORATION, CORPORATE
SEAL, and the words and figures "Incorporated August 28, 1967,
California ".
On motion duly made, seconded and unanimously carried the
following resolution was adopted:
RESOLVED, that the corporate seal in the form, words, and
figures presented to this meeting be, and the same hereby is,
adopted as the seal of this corporation.
The Secretary presented for the approval of the meeting a
document entitled "Proposal to Render Financial Assistance for
Acquisition and Construction of Municipal Golf Course Recreational
Facility " to be submitted to the City Council of the City of
Rohnert Park for its consideration and approval.
The Chairman commented that the City Council of the City of
Rohnert Park had determined that the common good and general
welfare of the City of Rohnert Park and its inhabitants require
the provision of a municipal golf course recreational facility.
He observed that legal counsel had advised that the provision of
a municipal golf course recreational facility by a City is a
proper municipal function under the laws of the State of Cali-
fornia.
He further commented that the purpose of the corporation
was to render financial assistance to the City of Rohnert
Park by incurring a bonded indebtedness to finance, acquire
and construct a municipal golf course recreational facility
in the City of Rohnert Park, by making said recreational
facility available to or for the benefit of the City of Rohnert
Park, its inhabitants and the public through a lease of said
facility to the City of Rohnert Park for the period of time
necessary to retire said indebtedness, and by causing the
vesting of the full legal title thereto in the City of Rohnert
Park on the retirement of said indebtedness.
He noted that the Proposal constituted an offer of the
corporation to render such assistance to the City of Rohnert
Park.
After discussion thereof and on motion duly made, seconded
and unanimously carried, the following resolution was adopted:
RESOLVED, that the "Proposal to Render Financial Assistance
for Acquisition and Construction of Municipal Golf Course Re-
creational Facility " be, and the same is hereby, approved
and the President and Secretary are directed to execute and
attest said Proposal on behalf of the Corporation and cause
the submission thereof to the City Council of the City of
Rohnert Park for its consideration and approval.
The Secretary presented for the approval of the meeting
an agreement signed by Kenneth I. Jones of the firm of Wilson,
Jones, Morton & Lynch, San Mateo, California, Bond Counsel,
providing for the representation by said law firm of the cor-
poration during the proceedings to be conducted for the issuance
and sale of bonds to acquire and construct the Rohnert Park
Golf Course, providing the terms thereof, and the fees therefor.
After discussion thereof and on motion duly made, seconded
and unanimously carried, the following resolution was adopted:
RESOLVED, that the proposed fee agreement between the law
firm of Wilson, Jones, Morton & Lynch, and this corporation
is hereby approved, and the President and Secretary are hereby
directed to execute and attest said agreement on behalf of
the Corporation.
The Secretary presented for the approval of the meeting a
proposed underwriting agreement for the bonds to be issued by
the corporation for the financing of the acquisition and con-
struction of the Rohnert Park Golf Course, submitted by Robert
E. Schweser Co. of California, Ltd.
The Chairman advised that Bond Counsel recommend acceptance
of said underwriting agreement.
After discussion thereof and on motion duly made, seconded
and unanimously carried, the following resolution was adopted:
RESOLVED, that the proposed underwriting agreement between
this corporation and Robert E. Schweser Co. of California, Ltd. ,
for the financing of the acquisition and construction of the
Rohnert Park Golf Course is hereby approved, and the President
and Secretary are hereby directed to execute and attest said
agreement on behalf of the Corporation.
4
The Secretary presented for the approval of the meeting
an agreement entitled "Assignment of Rights Under Agreement
of Sale" relating to the Rohnert Park Golf Course.
After discussion thereof and on motion duly made, seconded
and unanimously carried, the following resolution was adopted:
RESOLVED, that the proposed agreement between the Cor-
poration and the City of Rohnert Park entitled "Assignment of
Rights Under Agreement of Sale " be, and the same is hereby, III
approved and the President and Secretary are hereby directed
to execute and attest said agreement on behalf of the Corpo-
ration and to cause its submission to the City of Rohnert
Park for execution thereof.
The Secretary presented for the approval of the meeting
plans and specifications for the installation of an irrigation
system in the Rohnert Park Golf Course, prepared by Milton
Hudis, Consulting Engineer for the City of Rohnert Park,
heretofore approved by the City of Rohnert Park, a proposal
therefor submitted by Fair ',play Landscape Co. to the City of
Rohnert Park after public call for bids, and an agreement
therefor to be entered into between this Corporation and said
Fair Way Landscape Co.
The Chairman commented that said Consulting Engineer had
advised that said proposal constituted the low bid therefor
and that the proposal otherwise met the call for bids, and
had recommended its acceptance. The Chairman further observed
that the Corporation had no funds presently on hand but that
the agreement recited that payment pursuant thereto was subject
to the receipt by the Corporation of funds therein referred to.
After discussion thereof and on motion duly made, seconded
and unanimously carried, the following resolution was adopted: III
RESOLVED, that the plans and specifications for the in-
stallation of an irrigation system in the Rohnert Park Golf
Course, prepared by Milton Hudis, are hereby approved, the
proposal of Fair Way Landscape Co. therefor is hereby accepted,
and the President and Secretary are hereby directed to execute
and attest the agreement therefor on behalf of the Corporation
on receipt of the customary bonds and insurance certificates,
subject, however, to the approval of the City Council of the
City of Rohnert Park of the Proposal to Render Financial Assistance
for the Acquisition and Construction of Municipal Golf Course
Recreational Facility and to the execution by said City of the
Assignment of Rights Under Agreement of Sale.
There being no further business to come before this Board,
the meeting was adjourned on motion dulade and carried.
. „42/
retary of City of Rohnert
Park Golf Course
!
APPROVED: / /
III
DONALD L. DAVIS, �President
-;i7AMES W. HARRIS, -Pres .
' /%?,e?1I—- 27 - --
WRENCE S. SWENSON
Secretary-Treasurer