CC RESOLUTION 35240
Execution Copy
RESOLUTION NO. 3524
RESOLUTION APPROVING THE FORMATION OF A
CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORA-
TION TO FACILITATE THE FINANCING OF CAPITAL
IMPROVEMENTS ON BEHALF OF THE CITY OF
EL SEGUNDO, CALIFORNIA; DETERMINING THAT THE
FORMATION OF SAID CORPORATION AND THE ISSUANCE
OF BONDS, NOTES OR OTHER OBLIGATIONS BY SAID
CORPORATION TO FINANCE THE COSTS OF CAPITAL
IMPROVEMENTS FOR THE BENEFIT AND USE OF THE
CITY WILL CONSTITUTE A PUBLIC PURPOSE;
APPOINTING THE INITIAL BOARD OF DIRECTORS OF
SAID CORPORATION; APPROVING AND AUTHORIZING
THE EXECUTION OF ALL DOCUMENTS NECESSARY FOR
THE 'FORMATION OF THE CORPORATION; AND
REQUIRING APPROVAL BY THE CITY OF ALL DOCU-
MENTS RELATED TO THE ISSUANCE OF BONDS, NOTES
OR OTHER OBLIGATIONS BY THE CORPORATION.
WHEREAS, the City Council of the City of E1 Segundo,
California (the "City "), hereby finds and determines that it is
necessary, desirable and in the best interests of the City to
make certain public improvements, specifically, the improvement
of the City's existing public library, (the "Improvements ") for
the benefit and use of the City and thereby improve and enhance
the ability of the City to provide essential and public services
and facilities for the citizens of the City; and
WHEREAS, it is proposed that the El Segundo Capital Improve-
ment Corporation, a nonprofit public benefit corporation of the
State of California (the "Corporation "), be formed under the
provisions of the Nonprofit Public Benefit Corporation Law of the
State of California (the "Act "), with the approval of the-City to
finance the costs of the Improvements for the benefit and use of
the City; and
WHEREAS, the Corporation will engage in activities for the
benefit of the City that are (a) permissible for nonprofit public
benefit corporations pursuant to the Act, (b) consistent with the
Corporation's proposed exemption from federal income taxation
under Section 501(c)(3) of the Internal Revenue Code of 1986,.as
amended, and (c) consistent with the obligations of the Corpora-
tion being exempt from federal income taxation under Section
103(a) of the Internal Revenue Code of 1986, as amended;
and
WHEREAS, the Corporation will be authorized and empowered to
borrow money through the issuance of notes, bonds or other obli-
gations of the Corporation and to use the proceeds of such obli-
gations to plan, develop, acquire, construct, improve, extend,
repair, renovate and /or finance public buildings, works, pro-
jects, facilities, furnishings and equipment for the benefit of
the City in order to further the public purposes for which the
Corporation will be formed; and
WHEREAS, it is necessary and desirable for the City Council
to approve the formation of the Corporation so that the City and
the Corporation can proceed with the preparation of plans, docu-
ments, authorizations and applications that are necessary to
proceed with the financing of the Improvements.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF EL SEGUNDO, CALIFORNIA, AS FOLLOWS:
Section 1. Public Purpose. The City Council hereby finds
and determines that the formation of the Corporation to finance
the costs of the Improvements for use by the City will promote
the public welfare by improving and enhancing the ability of the
• City to provide essential and public services and facilities for
the citizens of the City.
11
Section 2. Approval of Formation of the Corporation. The
City Council hereby approves the formation of the Corporation for
the purposes set forth in its Articles of Incorporation.
Section 3. Approval of Articles of Incorporation and Bylaws
of the Corporation. The City Council hereby approves the
Articles of Incorporation and the Bylaws of the Corporation in
substantially the forms attached hereto as Exhibits A and B.
respectively. The action of the incorporator of the Corporation
is hereby ratified in filing said Articles of Incorporation with
the Secretary of State of California.
Section 4. Approval of Board of Directors. The City Council
hereby approves the initial board of directors of the Corporation
as designated by the incorporator on Exhibit C hereto.
Section 5. Issuance of Obligations by the Corporation. The
Corporation shall not issue or authorize the execution, sale or
delivery of any bonds, notes or other obligations with respect to
financing any improvements for the benefit and use of the City
until, in each case, the City Council adopts a resolution
approving each specific issuance or authorization of obliga-
tions. Any bonds, notes or other obligations of the Corporation
shall not be a debt of the City and the City shall not be liable
thereon. In no event shall any bonds, notes or other obligations
issued by the Corporation be payable out of any funds or prop-
erties other than those acquired for the purpose of financing
such improvements, and such bonds, notes and obligations shall
not constitute an indebtedness of the City within the meaning of
any constitutional or statutory debt limitation or restriction.
Section 6. Costs and Expenses. The City Council hereby
authorizes its Mayor, the City Attorney, the City's Bond Counsel,
Burke, Williams, Sorensen & Gaar, and such officers and employees
as the Mayor may designate, to continue with the planning and
design work for the Improvements and authorizes the City, subject
to prior approval of the City Council, to advance the funds
necessary for such purposes. Any funds advanced by the City as
aforesaid shall be promptly reimbursed or authorized to be reim-
bursed to the City to the extent such reimbursement is permitted
by law, from the proceeds of any obligations issued or caused to
be sold by the Corporation to finance the Improvements.
Section 7. Further Authority. The Mayor, City Attorney,
Burke, Williams, Sorensen & Gaar, and such officers, employees
and representatives of the City as they may direct, are hereby
authorized and directed to proceed with the necessary negotia-
tions and the preparation of the legal documents relating to the
Improvements and the issuance of or authorization to sell bonds,
notes or other obligations by the Corporation to finance the
Improvements; provided, however, that all documents whose execu-
tion and delivery are contemplated by the provisions hereof,
including but not limited to, the terms of any bonds, notes or
other obligations and of the sale of the same, shall be approved
by the City Council.
Section 8. Effective Date. This Resolution shall take
effect immediately upon its adoption by the City Council of the
City of El Segundo.
-2-
r s
ADOPTED
CALIFORNIA,
•
[Seal]
BY THE CITY COUNCIL OF THE CITY OF EL SEGUNDO,
THIS 1ST DAY OF MARCH, 1988.
K6 h 'huldt, Mayo Pro Tem
E
•
L J
I HEREBY CERTIFY that the above and foregoing resolution was
duly passed and adopted by the E1 Segundo City Council at its
regular meeting held on the 1st day of March, 1988, by the
following vote, to -wit:
AYES: Councilmen Carl Jacobson, H.R. "Bob" Anderson and
Mayor Pro Tem Keith Schuldt
NOES: Councilman Alan West
ABSENT:
-3-
EXHIBITS
• Exhibit A - Articles of Incorporation - See Document No. T
Exhibit B - Bylaws - See Document No. _
0
L],
State F
lu�
California #r�
OFFICE OF THE SECRETARY OF STATE
CORPORATION DIVISION
I, MARCH FONG E U, Secretary of State of the
State of California, hereby certify:
That the annexed transcript has been compared with
the corporate record on file in this office, of which it
purports to be a copy, and that same is f ull, true and
correct.
IN WITNESS WHEREOF, I execute
this certificate and affix the Great
Seal of the State of California this
FEB 2 51988
W -OA& qwe,
Secretary of State
•
- r
'>
ARTICLES OF INCORPORATION
OF THE
Cu 160 484
EL SEGUNDO CAPITAL IMPROVEMENT CORPORATION FEB 2-5 19P-
ARTICLE I.
Name
iviN `I I U1gU LU, :�C -Uetl . J 61 i:aC1
The name of this corporation is the EL SEGUNDO
CAPITAL IMPROVEMENT CORPORATION.
ARTICLE II.
Purpose
Section 1. This corporation is a nonprofit
public benefit corporation and is not organized for the
private gain of any person. It is organized under the
Nonprofit Public Benefit Corporation Law for public and
• charitable purposes.
Section 2. This corporation is formed
exclusively for public and charitable purposes including the
following: To lessen the burdens of government to benefit
and carry out the purposes of the City of E1 Segundo, a
municipal corporation, by providing for the planning,
development, acquisition, construction, improvement,
extension, repair, renovation and /or financing of public
buildings, works, projects, facilities, furnishings and
equipment for the benefit or use of the City of El Segundo,
California.
Section 3. This corporation may engage in such
further and other purposes as are permitted by law, and not
prohibited by these Articles of Incorporation, and which may
be authorized and approved by the Board of Directors of the
corporation from time -to -time and which are in furtherance
of its public and charitable purposes; provided, that this
corporation shall not carry on any other activities or
• engage in any other purposes not permitted to be carried on
by a corporation exempt from federal income tax under
Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended (or the corresponding provision of any future United
States internal revenue law).
-1-
+�
elh /ART2310 '
• ARTICLE III.
•
•
Initial Agent for Service of Process
The name and address in California of the
corporation's initial agent for service of process is:
Jose R. Sanchez, 350 Main Street, El Segundo,
California 90245.
ARTICLE IV.
Powers
The corporation shall have all the powers of a
nonprofit public benefit corporation enumerated in or
permitted by the Nonprofit Public Benefit Corporation Law,
to be exercised only to prosecute and further its nonprofit
public and charitable purposes; provided, however, that none
of the powers of the corporation shall be exercised to
engage in activities, otherwise than as an insubstantial
part of its activities, which are not in themselves in
furtherance of the public and charitable purposes of the
corporation.
ARTICLE V.
Directors, Members, Stock
Section 1.
directors.
ection 2.
members.
The corporation shall have five (5)
The corporation shall have no
Section 3. The corporation shall have no
capital stock.
ARTICLE VI.
Dedication and Dissolution
Section 1. This corporation is organized and
operated exclusively for public and charitable purposes
within the meaning of Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended (or the corresponding
provision of any future United States internal revenue law).
-2-
n . 1
elh /ART2310# .} 3
• Section 2. The property of this corporation is
irrevocably dedicated to public and charitable purposes and
no part of the net earnings or assets of this corporation
shall ever inure to the benefit of any director or officer
thereof or to the benefit of any private person.
Section 3. Upon the dissolution or winding up
of the corporation, its assets remaining after payment, or
provision for payment, of all debts and liabilities of the
corporation shall be distributed to the City of E1 Segundo,
a municipal corporation of the State of California, if then
in existence, and, if not in existence, then to its
successor or successors, provided that such successors be
governmental units or organizations organized and operated
exclusively for public and charitable purposes as shall at
the time qualify as exempt organizations under Section
501(c)(3) of the Internal Revenue Code of 1986, as amended
(or the corresponding provision of any future United States
internal revenue law). r If no such successor is then in
existence, any remaining assets shall be distributed to such
• organization or organizations as the Board of Directors
shall select and which are organized and operated
exclusively for public and charitable purposes as shall at
the time qualify as an exempt organization under Section
501(c)(3) of the Internal Revenue Code as amended (or the
corresponding provision of any future United States internal
revenue law).
Section 4. The beneficial interest of the City
of El Segundo referred to in Article VI, Section 3, shall be
accepted by the governkng body of the City of E1 Segundo by
formal action.
ARTICLE VII.
Amendment
These Articles of Incorporation may be amended in
the manner now or hereafter prescribed by the Nonprofit
Public Benefit Corporation law, but only upon (a) the
directors then fixed by these Articles of Incorporation, and
• (b) the approval of the governing body of the City of El
Segundo, California.
-3-
elh /F�R7'2310
• ARTICLE VIII.
Limitation on Corporate Activities
11
No substantial part of the activities of the
corporation shall consist of carrying on propaganda, or
otherwise attempting to influence legislation, and the
corporation shall not directly or indirectly participate or
intervene in (including the publishing or distribution of
statements) any political campaign on behalf of or in
opposition to any candidate for public office.
Dated: �a� , 1988
ELIZABETH L. HANNA, /Incorporator
I hereby declare that I am the person who executed
the foregoing Articles of Incorporation, which execution is
my act and deed.
-4-
ELIZ ETH L. HANNA'
neg /BYL2310
BYLAWS OF
EL SEGUNDO CAPITAL IMPROVEMENT CORPORATION,
A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION
ARTICLE I
OFFICES
The principal office for the transaction of the
business of the Corporation (principal executive office) is
located in the City of E1 Seaundo, County of Los Angeles,
State of California.
ARTICLE II
MEMBERSHIP
Section 1. No Members. The Corporation shall not have any
members.
Section 2. Effect of Membership Prohibition. Since the
Corporation has no members, any action which would otherwise
require approval by a majority of all members or approval by
the members shall require only the approval of the Board of
Directors, except as otherwise required by these Bylaws or
the Articles of Incorporation. All rights which would
otherwise vest under the California Nonprofit Corporation
Law in the members shall vest in the Directors, except as
otherwise required by the Bylaws or the Articles of
Incorporation.
Section 1. Powers.
ARTICLE III
DIRECTORS
(a) General Corporate Powers. Subject to the
provisions of the California Nonprofit Corporation Law
and any limitations in the Articles of Incorporation and
these Bylaws, the business and affairs of the
Corporation shall be managed, and all corporate powers
shall be exercised, by or under the direction.of the
• Board of Directors.
(b) Specific Powers. Without prejudice to these
general powers, and subject to the same limitations, the
Directors shall have the power to:
(i) Select and remove all officers, agents,
and employees of the Corporation; prescribe any
powers and duties for them that are consistent with
law, with the Articles of Incorporation and with
these Bylaws; fix their compensation; and require
from them security for faithful service.
(ii) Change the principal executive office in
the State of California from one location to
another; cause the Corporation to be qualified to
do business in any other state, territory,
dependency or country; and conduct business within
or outside the State of California.
(iii) Adopt and use a corporate seal, and alter
• the form of the seal.
neg /BYL2310
• (iv) Borrow money and incur indebtedness on
behalf of the Corporation and cause to be executed
and delivered for the Corporation's purposes, in
the corporate name, promissory notes, bonds,
debentures, deeds of trust, mortgages, pledges,
hypothecations and other evidences of debt and
securities.
Section 2. Number and Qualification of Directors. The
authorized number of Directors shall be five (b) as provided
in Article V, Section 1 of the Articles of Incorporation.
The Directors of the Corporation shall be residents of the
City of El Segundo and County of Los Angeles, State of
California.
Section 3. Restriction on Interested Persons as Directors.
No more than forty -nine percent (49 %) of the persons serving
on the Board of Directors may be interested persons. For
the purpose of this Section, "interested persons" means
either: (a) any person currently being compensated by the
• Corporation for services rendered to it within the previous
twelve (12) months, whether as a full- or part -time
employee,,independent contractor, or otherwise, excluding
any reasonable compensation paid to a Director as Director,
or (b) any brother, sister, ancestor, descendant, spouse,
brother -in -law, sister -in -law, son -in -law, daughter -in -law,
mother -in -law, or father -in -law of any such person, The
provisions of this Section shall not affect the validity or
enforceability of any transaction entered into by the
Corporation.
Section 4. Designation and Term of Office. Except for the
initial Directors of the Corporation, who shall be
designated by the Incorporator, all Directors shall be
designated by the City Council of the City of E1 Segundo,
California. Each such Director shall hold office for one
(1) year and until a successor has been designated and
qualified.
Section 5. Compensation. The Directors shall serve without
compensation. However, Directors may receive such
• reimbursement for normal, ordinary and reasonable expenses
incurred by them as may be fixed or determined by the Board
of Directors.
•
Section 6. Vacancies.
(a) Events Causing Vacancy. A vacancy or vacancies
on the Board shall exist on the occurrence of the
following: (i) The death or resignation of any
Director; (ii) the declaration by resolution of the
Board of a vacancy in the office of a Director who has
been declared of unsound mind by an order of court,
convicted of a felony, or found by final order or
judgment of any court to have breached a duty under
Article 3 of Chapter 2 of Part 2 of the California
Nonprofit Corporation Law; (iii) the vote of a majority
of the Directors then in office to remove any Director,
subject to the approval of the City Council of the City
of E1 Segundo, California; (iv) the removal of any
Director by the City Council of the City of E1 Segundo,
-2-
neg /BYL2310
• California; or (v) the increase of the authorized number
of Directors.
(b) Resignations. Except as provided in this
paragraph, any Director may resign by giving written
notice to the Chairman of the Board or to the President
or the Secretary of the Board. The resignation shall be
effective when the notice is given unless it specifies a
later time for the resignation to become effective. If
a Director's resignation is effective at a later time, a
successor may be designated to take office as of the
date when the resignation becomes effective. Except on
notice to the Attorney General of the State of
California, no Director may resign if the Corporation
would be left without a duly elected Director or
Directors.
(c) Filling Vacancies. Vacancies on the Board of
Directors shall be filled by the City Council of the
City of E1 Segundo, California.
(d) No Vacancy on Reduction of Number of Directors.
No reduction of the authorized number of Directors shall
have the effect of removing any Director before that
Director's term of office expires.
ARTICLE IV
MEETINGS
Section 1. Place of Meetings. Regular meetings of the Board
of Directors may be held at any place within the State of
California that has been designated from time to time by
resolution of the Board. In the absence of such a
designation, regular meetings shall be held at the principal
executive office of the Corporation. Special meetings of
the Board shall be held at any place within the State of
California that has been designated in the notice of the
meeting or, if not stated in the notice or there is no
notice, at the principal executive office of the
Corporation.
• Section 2. Annual Meeting. The annual meeting of the Board
of Directors shall be held at such time and place as may be
determined by resolution of the Board. Notice of this
meeting shall be given as required by the Brown Act.
Section 3. Other Regular Meetings. Other regular meetings
of the Board of Directors shall be held without call at such
time as shall from time to time be fixed by the Board of
Directors. Notice shall be given as required by the Brown
Act.
Section 4. Special Meetings.
(a) Authority to Call. Special meetings of the Board
of Directors for any purpose may be called at any time
by the Chair of the Board or the President, or any Vice
President, the Secretary, or any two Directors.
(b) Notice.
(i) Manner of Giving. Notice of the time and
is place of special meetings shall be given to each
-3-
neg /BYL2310
• Director by one of the following methods: (a) by
personal delivery of written notice; (b) by first -
class mail, postage prepaid; (c) by telephone
communication, either directly to the Director or
to a person at the Director's office who the person
giving the notice has reason to believe will
promptly communicate it to the Director; or (d) by
telegram, charges prepaid. All such notices shall
be given or sent to the Director's address or
telephone number as shown on the records of the
Corporation.
(ii) Time Requirements. Notices sent by first -
class mail shall be deposited into the United
States mails at least four (4) days before the time
set for the meeting. Notices given by personal
delivery, telephone, or telegraph shall be
delivered, telephoned or given to the telegraph
company at least forty -eight (48) hours before the
time set for the meeting.
(iii) Notice Contents. The notice shall state the
time of the meeting and the place for the
meeting. The notice shall specify the purpose of
the meeting.
Section 5. Quorum. A majority of the authorized number of
Directors shall constitute a quorum for the transaction of
business, except to.adjourn as hereinafter provided. Every
act or decision done or made by a majority of the Directors
present at a meeting duly held at which a quorum is present
shall be regarded as the act of the Board of Directors,
unless a greater number be required by law, the Articles of
Incorporation or the Bylaws. A meeting at which a quorum is
initially present may continue to transact business,
notwithstanding the withdrawal of Directors, if any action
taken is approved by at least a majority of the required
quorum for that meeting.
Section 6. Waiver of Notice. Notice of a meeting need not
be given to any Director who, either before or after the
meeting, signs a waiver of notice, a written consent to the
• holding of the meeting, or an approval of the minutes of the
meeting. The waiver of notice or consent need not specify
the purpose of the meeting. All such waivers, consents, and
approvals shall be filed with the corporate records or made
a part of the minutes of the meeting. Notice of a meeting
need not be given to any Director who attends the meeting
and does not protest, before or at the commencement of the
meeting, the lack of notice to him or her.
Section 7. Adjournment. A majority of the Directors
present, whether or not a quorum is present, may adjourn any
meeting to another time and place. Notice of the time and
place of holding an adjourned meeting need not be given
unless the original meeting is adjourned for more than
twenty -four hours (24). If the original meeting is
adjourned for more than twenty -four (24) hours, notice of
any adjournment to another time and place shall be given,
before the time of the adjourned meeting, to the Directors
who were not present at the time of the adjournment.
-4-
neg /BYL2310
• Section 8. Voting. Each Director present at any meeting
shall be entitled to cast one vote on each matter coming
before such meeting for decision. If a roll call is taken,
all votes shall be recorded so as to attribute each "aye"
and "nay" vote, or abstinence if not voting, to the name of
the respective Director.
Section 9. Ralph M. Brown A
provision of these Bylaws to
the Board of Directors shall
compliance with the Ralph M.
Government Code §§ 54950, et
time -to- time).
ct. Notwithstanding any
the contrary, all meetings of
be noticed and conducted in
Brown Act (California
seq. as it may be amended from
ARTICLE V
OFFICERS
Section 1. Officers. The officers of the Corporation shall
be a President, a Vice President, a Secretary, a Chief
Financial Officer and such other officers as the Board of
• Directors may elect, including, but not limited to,
Assistant Secretaries, a Treasurer and Assistant
Treasurers. The President and the Vice President shall be
elected from among the members of the Board of Directors and
shall at all times while holding such offices be members of
the Board of Directors. The Secretary and the Chief
Financial Officer may be, but are not required to be,
members of the Board of Directors. Any number of offices
may be held by the same person, except that neither the
Secretary nor the Chief Financial Officer may serve
concurrently as either the President or the Chairperson of
the Board.
Section 2. Election. The officers of the Corporation shall
be chosen by the Board of Directors, and each shall serve at
the pleasure of the Board, and shall hold their respective
offices until their resignation, removal or other
disqualification from service, or until their respective
successors shall be elected.
Section 3. Removal and Resignation.
. (a) Removal. Any officer may be removed, either with
or without cause, by the Board of Directors at any
time. If for any reason any officer who is also a
member of the Board of Directors ceases to be a member
of the Board of Directors, then such officer shall
automatically be removed from his or her office in the
Corporation.
E
(b) Resignation. Any officer may resign at any time
by giving written notice to the Corporation. Any
resignation shall take effect at the time of the receipt
of that notice or at any later time specified in that
notice. Unless otherwise specified in that notice, the
acceptance of the resignation shall not be necessary to
make it effective.
Section 4. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification, or any other
cause shall be filled in the manner prescribed in these
Bylaws for regular appointment to that office.
-5-
neg /BYL2310
• Section 5. Duties of Officers.
(a) Chair of the Board. The Chair of the Board
shall preside at meetings of the Board of Directors and
exercise and perform such other powers and duties as may
be from time to time assigned by the Board of Directors
or prescribed by the Bylaws.
(b) President. The President is the general
manager and chief executive officer of the Corporation
and has, subject to the control of the Board, general
supervision, direction, and control of the business and
officers of the Corporation. The President has the
general powers and duties of management usually vested
in the office of president and general manager of a
corporation and such other powers and duties as may be
prescribed by the Board.
(c) Vice President. The Vice President shall work
in cooperation with the President and shall perform such
. duties as the Board of Directors may assign to him or
her. In the event of the death, and during the absence,
incapacity, inability or refusal to act of the
President, the Vice President shall be vested with all
the powers and perform all of the duties of the office
of the President. In the absence of the President, the
Vice President shall preside at all meetings of the
Board of Directors at which the Vice President may be
present. The Vice President shall have such other or
further duties or authority as may be prescribed
elsewhere in these Bylaws or from time to time by the
Board of Directors.
(d) Secretary. The Secretary shall keep or cause
to be kept, at the principal executive office and such
other place as the Board may order, a book of minutes of
all meetings of the Board of Directors, with the time
and place of holding, whether regular or special, and,
if special, how authorized, the notice thereof given,
the names of those present at the Board meetings, and
the proceedings thereof. The Secretary shall keep, or
cause to be kept, a copy of the Bylaws of the
Corporation at the principal executive office in
accordance with Section 5160 Of the California Nonprofit
Corporation Law. The Secretary shall give, or cause to
be given, notice of all the meetings of the Board of
Directors required by these Bylaws or by law to be
given, and shall keep the seal of the Corporation in
safe custody, and shall have such other powers and
perform such other duties as are customarily exercised
by or imposed on a secretary of a corporation, or as may
be prescribed by the Board.
(e) Chief Financial Officer. The Chief Financial
Officer shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of
accounts of the properties and business transactions of
the Corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, and
other matters customarily included in financial
statements. The books of accounts shall at all times be
open to inspection by any Director. The Chief Financial
. Officer shall deposit all monies and other valuables in
MM
neg /BYL2310
• the name and to the credit of the Corporation with such
depositaries as may be designated by the Board of
Directors, shall disburse the funds of the Corporation
as may be ordered by the Board of Directors, shall
render to the President and Directors, whenever they
request, an account of all of his transactions as Chief
Financial Officer 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.
Section 1.
maximum ext
each of its
settlements
incurred in
of the fact
ARTICLE VI
INDEMNIFICATION AND INSURANCE
Indemnification. The Corporation shall, to the
ant permitted by law, have the power to indemnify
agents against expenses, judgments, fines,
and other amounts actually and reasonably
connection with any proceeding arising by reason
any such person is or was an agent of the
• Corporation. For purposes of this Article, an "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.
Section 2. Insurance. The Corporation shall have the right
to purchase and maintain insurance to the full extent
permitted by law on behalf of its officers, directors,
employees, and other agents, against any liability asserted
against or incurred by any officer, director, employee, or
agent in such capacity or arising out of the officer's,
director's, employee's or agent's status as such.
ARTICLE VII
RECORDS AND REPORTS
• Section 1. Records and Inspection. The Corporation shall
keep accurate and correct books and records of account and
minutes of the proceedings of its Board of Directors.
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. Every
Director shall have the absolute right at any reasonable
time to inspect all books, records and documents of every
kind and the physical properties of the Corporation. This
inspection by a Director may be made in person or by an
agent or attorney, and the right of inspection includes the
right to copy and make extracts of documents.
•
Section 2. Annual Statement of Certain
Indemnifications. The Corporation shall
and furnish to each Director a statement
or indemnification of the kind described
or (e) of Section 6322 of the California
Corporation Law.
-7-
transactions and
annually prepare
of any transaction
in Subdivision (d)
Nonprofit
neg /BYL2310
n
U
ARTICLE VIII
GENERAL PROVISIONS
Section 1. Construction and Definitions. Unless the context
requires otherwise, the general provisions, rules of
construction, and definitions in the California Nonprofit
Corporation Law shall govern the construction of these
Bylaws. Without limiting the generality of the foregoing,
the masculine gender includes the feminine and neuter, the
singular number includes the plural, the plural includes the
singular, and the term "person" includes both a legal entity
and a natural person.
Section 2. Corporate Contracts and Instruments. The Board
of Directors may authorize any officer or.officers, agent or
agents, to enter into any contract or execute any instrument
in the name of and on behalf of the Corporation, and this
authority may be general or confined to specific instances.
Section 3. Fiscal Year. The Board of Directors shall have
• the power to fix and from time to time change the fiscal
year of the Corporation. In the absence of action by the
Board of Directors, however, the fiscal year of the
Corporation shall end each year on the date on which the
fiscal year of the City of El Segundo, California ends.
Section 4. Corporate Seal. The Board of Directors may adopt
a corporate seal. The Secretary of the Corporation shall
have the custody of.the seal and shall affix it in all
appropriate cases to corporate documents. Failure to affix
the seal shall not, however, affect the validity of any
instrument.
ARTICLE IX
AMENDMENTS
Subject to the approval of the City Council of the
City of El Segundo, California, the Board of Directors of
the Corporation shall have the power to make, alter, amend
and repeal the Bylaws of the Corporation and to adopt new
Bylaws, which power may be exercised by a vote of a majority
• of the members of the full Board of Directors.
E
neg /BYL2310
0
0
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting
Secretary of the E1 Segundo Capital Improvement Corporation,
a California nonprofit public benefit corporation, that the
foregoing Bylaws, consisting of ten (10) pages, are the
Bylaws of this Corporation as adopted by the Board of
Directors on VAP -cjA t )cj� , and that they have not been
amended or modified since that date.
Executed on Wf;P—)P at E1 Segundo,
California.
LAftq-q- , Secretary