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CC RESOLUTION 3530.:, 0 IDB462/SNW/700997- e/5/031888 RESOLUTION NO. 3530 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EL SEGUNDO AUTHORIZING THE EXECUTION AND DELIVERY OF A JOINT POWERS AGREEMENT CREATING THE INDEPENDENT CITIES LEASE FINANCE AUTHORITY, APPROVING THE MEMBERSHIP OF THE CITY IN SUCH AUTHORITY, APPOINTING THE CITY'S REPRESENTATIVE AND ALTERNATE REPRESENTATIVE TO THE AUTHORITY'S BOARD OF DIRECTORS, AND RELATED MATTERS. •WHEREAS, the City of EL SEGUNDO (the "City ") is a municipality duly organized and existing under the Constitution and laws of the State of California (the "State ") [and the Charter of the City); WHEREAS, pursuant to California Government Code Section 6500 et seq. (the "Act "), the City is authorized to enter into an agreement with one or more other public agencies to jointly exer- cise any power common to the contracting parties and to create an agency or entity which is separate from the parties to the agree- ment to administer the agreement; WHEREAS, the City Council of the City proposes to enter into a Joint Powers Agreement Creating the Independent Cities Lease Finance Authority (the "Agreement ") with each of those cities listed on the attached Exhibit A as shall also approve the Agreement, and thereby create the Independent Cities Lease Finance Authority (the "Authority ") to administer the Agreement; WHEREAS, the Authority is empowered to issue its lease revenue bonds pursuant to the provisions of the Marks -Roos Local Bond Pooling Act of 1985 (California Government Code Section 6584 • et. seq., as amended (the "Bond Act ") to finance the cost of public capital improvements of any local agency as defined therein; WHEREAS, the City Council proposes to enter into the Agreement for the purpose of creating the Authority so as to provide low -cost sources of financing for the acquisition, construction, installation and /or equipping of public capital improvements of the City and other local agencies as defined in the Act and for the other purposes described in the Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF EL SEGUNDO AS FOLLOWS: SECTION 1. Declaration of Council. This Council hereby specifically finds and declares that the actions authorized hereby constitute and are with respect to public affairs of the City, and that the statements, findings and 0 0 • determinations of the City set forth in the preambles above and - of the documents approved herein are true and correct. SECTION 2. Agreement. The form of Joint Powers Agreement Creating the Independent Cities Lease Finance Authority, among the City and one or more of the Cities listed in Exhibit A, pursuant to which the Authority is created, presented to this meeting and on file with the Clerk of the City Council is hereby approved. The Mayor, City Manager, City Clerk and any other City officer or official of the City authorized by the Mayor are hereby authorized and directed, for and in the name and on behalf of the City, to execute, acknowledge and deliver said Agreement in substantially said form, with such changes therein as such officer may approve, such approval to be conclusively evidenced by the execution and delivery thereof. The Clerk of the City Council is hereby authorized and directed to attest the signature of the authorized signatory, and to affix and attest the seal of the City, as may be required or appropriate in connection with the execution and delivery of said Agreement. SECTION 3. Membership in Authority. The partic- ipation of the City as a Member in the Authority is hereby approved. The officers of the City are hereby authorized to direct the performance of the obligations of the City under the Agreement, including the payment of any annual membership fees and expenses set by the Board of Directors of the Authority. . SECTION 4.. Appointment of Representatives. The Council hereby appoints * , a member of the Council, to serve as the representative of the City on the Authority's Board of Directors, and ** , a member of the staff of the City, to serve as the alternate representative of the City on the Authority's Board of Directors. Such appointments shall be effective until the death, resignation, disqualification or subsequent removal by the City Council of such representative. SECTION 5. Further Actions. The Mayor, City Manager and City Clerk and any other officer or official of the City authorized by the Mayor, are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to effect the creation of the Authority and otherwise to carry out, give effect to and comply with the terms and intent of this resolution and the Agreement. Such actions heretofore taken by such officers are hereby ratified, confirmed and approved. Councilman Alan West or Councilman Scot D. Dannen Director of Finance -2- 0 �J SECTION 6. Effective Date. This Resolution shall take effect immediately upon its passage. Passed, approved and adopted this ,- rd day of MAY , 1988. / /// STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) CITY OF EL SEGUNDO ) I, RONALD L. HART , City Clerk of the City of EL SEGUNDO, hereby certify that the foregoing Resolution No. was pas-sed and adopted by the City Council of the City of EL SEGUNDO , signed by the Mayor and attested to by the City Clerk at a regular meeting of said Council on the 3rd day of MAY , 1988 and that said Resolution was adopted by the following vote, to wit: AYES: Mayor Carl Jacobson; Councilmen Anderson, Clutter and Dannen, NOES: None • ABSENT: Councilman West er -3- aNk EXHIBIT A PROPOSED MEMBER CITIES u • -4- • IDB461/SNW/700997- c/7/032288 JOINT POWERS AGREEMENT CREATING THE INDEPENDENT CITIES LEASE FINANCE AUTHORITY This Agreement is executed in the State of California by and among those cities organized and existing under the Constitution of the State of California which are parties signatory to this Agreement. All such cities, .hereinafter called • Members, shall be listed in Appendix A, which shall be attached hereto and made a part hereof. RECITALS WHEREAS, Articles 1 and 2, Chapter 5, Division 7, Title 1 of the California Government Code (Section 6500 et seq.) permits two or more public agencies by agreement to exercise jointly powers common to the contracting parties; and WHEREAS, cities executing this Agreement desire to join together for the purpose of assisting public agencies to finance the acquisition, construction, installation and /or equipping of public capital improvements and to encourage and promote other joint and cooperative endeavors among such public agencies for their mutual benefit; NOW THEREFORE, the parties agree as follows: ARTICLE 1 • DEFINITIONS "Authority" shall mean the Independent Cities Lease Finance Authority created by this Agreement. "Board of Directors" or "Board" shall mean the governing body of the Authority. "Executive Committee" shall mean the Executive Committee of the Board of Directors of the Authority. "Fiscal Year" shall mean that period of twelve months which is established by the Board of Directors or the Bylaws as the fiscal year of the Authority. "Government Code" shall mean the California Government Code, as amended. • Ll 0 • "Joint Powers Law" shall mean Articles 1 and 2, Chapter 51 Division 7, Title 1 (commencing with Section 6500) of the Government Code. "Member" shall mean any California city which has executed this Agreement and has become a member of the Authority. "Local Agency" shall have the meaning set forth in Section 6585(f) of the Government Code. ARTICLE 2 PURPOSES This Agreement is entered into by the Members in order that they may jointly develop programs to assist in the raising of capital to finance the capital improvement needs of Local Agencies, to provide a forum for discussion and study of problems common to the Members and to assist in the development and implementation of solutions to such problems. ARTICLE 3 PARTIES TO AGREEMENT Each Member, as a party to this Agreement, certifies that it intends to and does contract with all other Members as parties to this Agreement and, with such other cities as may later be added as parties to this Agreement. Each Member also certifies that the withdrawal of any party from this Agreement pursuant to Article 17 shall not affect this Agreement or the Members' obligations hereunder. ARTICLE 4 TERM This Agreement shall become effective when executed and returned to the Authority by at least four Members. The Authority shall promptly notify all Members in writing of such effective date. This Agreement shall continue in effect until terminated as provided herein; provided that the termination of this Agreement with respect to an individual Member upon its withdrawal from membership in the Authority shall not operate to terminate this Agreement with respect to the remaining Members. -2- • ARTICLE 5 CREATION OF THE AUTHORITY Pursuant to the Joint Powers Law, there is hereby created a public entity separate and apart from the parties hereto, to be known as the "Independent Cities Lease Finance Authority," with such powers as are hereinafter set forth. ARTICLE 6 POWERS OF THE AUTHORITY (a) Powers. The Authority shall have all of the Powers common to its Members and all additional powers set forth in the Joint Powers Law and other statutes applicable to the joint powers authority created hereby, and is hereby authorized to do all acts necessary for the exercise of said powers. Such powers include, but are not limited to, the following: (1) To make and enter into contracts. (2) To incur debts, liabilities, and obligations and to encumber real or personal property. (3) To acquire, hold, or dispose of real or personal property, contributions and donations of real or personal property, funds, services, and other forms of assistance from persons, firms, corporations, and government entities. (4) To sue and be sued in its own name, and to settle any claim against it. • (5) To receive and use contributions and advances from Members as provided in Government Code Section 6504, including contributions or advances of personnel, equipment or property. (6) To invest any money in its treasury that is not required for its immediate necessities, pursuant to Government Code Section 6509.5. (7) To acquire, construct, manage, maintain or operate title to real or personal property or rights or any interest therein. (8) To employ agents and employees. (9) To receive, collect and disburse moneys. -3- • 0 (10) To finance the acquisition, construction or installation of real or personal property for the benefit of one or more Local Agencies through the sale of its revenue bonds, certificates of participation or other obligations and to enter into any agreement or instrument in connection with the execution, issuance, sale or delivery of such bonds, certificates of participation or other obligations. (11) To lease, sell, convey or otherwise transfer title or rights to or an interest in real or personal property, including, but not limited to, property financed by the Authority • for the benefit of its Members or other Local Agencies, and to enter into any agreement or instrument in connection with any such lease, sale, conveyance or transfer. • L J (12) To exercise all powers of entities, such as the Authority, created under the Joint Powers Law including, but not limited to, those powers enumerated under the Marks -Roos Local Bond Pooling Act of 1985, as amended. (13) To exercise other reasonable and necessary powers in furtherance or support of any purpose of the Authority or power granted by the Joint Powers Law, this Agreement or the Bylaws of the Authority. (b) Restrictions on Powers. Pursuant to and to the extent required by Government Code Section 6509, the Authority shall be restricted in the exercise of its powers in the same manner as the City of Manhattan Beach is restricted in its exercise of similar powers; provided that, if the City of Manhattan Beach shall cease to be a Member, then the Authority shall be restricted in the exercise of its power in the same manner as the City of Indio. ARTICLE 7 BOARD OF DIRECTORS (a) Composition of Board. The Authority shall be governed by the Board of Directors, which shall be composed of one director representing each Member. The City Council of each Member shall appoint a member of such City Council as a director to represent such Member on the Board of Directors. Such director shall serve at the pleasure of such City Council. The City Council of each Member shall also appoint an alternate director who shall have the authority to attend, participate in and vote at any meeting of the Board when the director is absent. Each alternate director shall be an official or staff person of the Member which such alternate director represents. -4- U Any vacancy in a director or alternate director position shall be filled by the appointing Member's City Council, subject to the provisions of this Article. Immediately upon admission of a new Member pursuant to Article 16, such Member shall be entitled and required to appoint a director and alternate director. (b) Termination of Status as Director. A director and /or alternate director shall be removed from the Board of Directors upon the occurrence of any one of the following events: (1) the Authority receives written notice from the appointing Member of the removal of the director or alternate • director, together with a certified copy of the resolution of the City Council of the Member effecting such removal; (2) the withdrawal of the Member from this Agreement; (3) the death or resignation of the director or alternate director; (4) the Authority receives written notice from the Member that the director or alternate director is no longer qualified as provided in the first paragraph of this Article. (c) Compensation. Directors and their alternates are not entitled to compensation. The Board of Directors may authorize reimbursement of expenses incurred by directors or their alternates. (d) Powers of Board. The Board of Directors shall have the following powers and functions. (1) Except as otherwise provided in this Agreement, the Board shall exercise all powers and conduct all business of the Authority;- either directly or by delegation to other bodies or persons. (2) The Board may form an Executive Committee, as • provided in Article 10. If an Executive Committee is established by the Board, the Executive Committee may exercise all powers or duties of the Board relating to the execution, issuance, sale or delivery of bonds, certificates of participation or other obligations of the Authority and the entering into by the Authority of all agreements, leases, indentures, conveyances, security documents and other instruments relating thereto or relating to the financing of capital improvements for the Members or other Local Agencies. If an Executive Committee is established by the Board, the Board may delegate to the Executive Committee and the Executive Committee may discharge any additional powers or duties of the Board except adoption of the Authority's annual budget. Any additional powers and duties so delegated shall be specified in a resolution adopted by the Board. -5- • (3) The Board may form, as provided in Article 11, such other committees as it deems appropriate to conduct the business of the Authority or it may delegate such power to the Executive Committee in the Bylaws or by resolution of the Board. The membership of any such other committee may consist in whole or in part of persons who are not members of the Board; provided that the Board and the Executive Committee may delegate decision - making powers and duties only to a committee a majority of the members of which are Board members. Any committee a majority of the members of which are not Board members may function only in an advisory • capacity. (4) The Board shall elect the officers of the Authority and shall appoint or employ necessary staff in accordance with Articles 9 and 12. (5) The Board shall cause to be prepared, and shall review, modify as necessary, and adopt the annual operating budget of the Authority. Adoption of the budget may not be delegated. (6) The Board shall receive, review and act upon periodic reports and audits of the funds of the Authority, as required.under Articles 13 and 14 of this Agreement. (7) The Board shall have such other powers and duties as are reasonably necessary to carry out the purposes of the Authority. ARTICLE 8 • MEETINGS OF THE BOARD OF DIRECTORS (a) Regular Meetings. The Board of Directors shall hold at least one regular meeting each year. The Board of Directors shall fix by resolution or in the Bylaws the date upon which, and the hour and place at which, each regular meeting is to be held. (b) Ralph M. Brown Act. Each meeting of the Board of Directors, including without limitation regular, adjourned regular, and special meetings shall be called; noticed, held, and conducted in accordance with the Ralph M. Brown Act, Section 54950 et seq. of the Government Code. (c) Minutes. The Authority shall have minutes of regular, adjourned regular, and special meetings kept by the Secretary. As soon as practicable after each meeting, the -6- • .0 0 • i Secretary shall forwaEu to each Board member a copy of the minutes of such meeting. (d) Quorum. A majority of the members of the Board is a quorum for the transaction of business. However, less than a quorum may adjourn from time to time. A vote of the majority of a quorum at a meeting is sufficient to take action. vote. (e) Voting. Each member of the Board shall have one ARTICLE 9 OFFICERS The Board shall elect a President and Vice - President from among the directors at its first meeting. Thereafter, except as may be otherwise provided in the Bylaws of the Authority, the Board shall elect a new President and Vice - President, at the annual meeting in each succeeding alternating fiscal year. Each officer shall assume the duties of his office upon election. If either the President or Vice - President ceases to be a member of the Board, the resulting vacancy shall be filled at the next regular meeting of the Board held after the vacancy occurs or at a special meeting of the Board called to fill such vacancy. In the absence or inability of the President to act, the Vice - President shall act as President. The President shall preside at and conduct all meetings of the Board. The Board may appoint such other officers as it considers necessary. ARTICLE 10 EXECUTIVE COMMITTEE The Board may establish an Executive Committee of the Board which shall consist solely of members selected from the membership of the Board. If an Executive Committee is established by the Board, the terms of office of the members of the Executive Committee shall be as provided in the Bylaws of the Authority. If an Executive Committee is established by the Board the Executive Committee shall conduct the business of the Authority between meetings of the Board, exercising all those powers as provided for in section (d)(2) of Article 7, or as otherwise delegated to it by the Board. -7- .0 ARTICLE 11 COMMITTEES The Board may establish committees, as it deems appropriate to conduct the business of the Authority or it may, in the Bylaws or by resolution, delegate such power to the Executive Committee. Members of Committees shall be appointed by the Board or the Executive Committee, as the case may be. Each Committee shall have those duties as determined by the Board or the Executive Committee, as the case may be, or as otherwise set • forth in the Bylaws. Each Committee shall meet on the call of its chairperson, and shall report to the Executive Committee and the Board as directed by the Board or the Executive Committee, as the case may be. ARTICLE 12 STAFF (a) Principal Staff. The following staff members shall be appointed by and serve at the pleasure of the Board of Directors: (1) Program Administrator. The Program Administrator shall administer the affairs of the Authority, subject to the general supervision and policy direction of the Board and the Executive Committee; shall coordinate the activities of all consultants and staff of the Authority; shall be responsible for required filings by the Authority with the State of California; shall prepare all meeting notices, minutes and required correspondence of the Authority and shall maintain the records of the Authority; shall assist Local Agencies in the preparing and filing of applications for participation in the financing programs of the Authority and shall expedite the processing of such applications; and shall perform such other duties as are assigned by the Board and Executive Committee. (2) Treasurer. The duties of the Treasurer are set forth in Articles 13 and 14 of this Agreement. The Treasurer shall be appointed by the Board of Directors and shall be eligible to serve as Treasurer as provided in the Joint Powers Law. (3) Auditor. The Auditor shall draw warrants to pay demands against the Authority when approved by the -8- • 0 Treasurer. The Auditor shall be appointed by the Board Of Directors and shall be a person eligible to serve as Auditor as provided in the Joint Powers Law. (b) Other Staff. The Board, Executive Committee or Program Administrator shall provide for the appointment of such other staff as may be necessary for the administration of the Authority. (c) Compensation. The Program Administrator, the • Treasurer, the Auditor and any other members of the staff or employees of the Authority shall be compensated in such manner as shall be approved by the Board as permitted by applicable law. ARTICLE 13 ACCOUNTS AND RECORDS (a) Annual budget. The Authority shall annually adopt an operating budget pursuant to Article 7 of this Agreement. The Treasurer, in cooperation with the Program Administrator, shall prepare the annual operating budget for review and approval by the Board of Directors as provided in Article 7 of this Agreement. (b) Funds and Accounts. The Auditor of the Authority shall establish and maintain such funds and accounts as may be required by good accounting practices and by the Board. Books and records of the Authority in the hands of the Auditor shall be open to inspection at all reasonable times by authorized representatives of the Members. • The Authority shall adhere to the standard of strict accountability for funds set forth in the Joint Powers Law. (c) Auditor's Report. The Auditor, within one hundred and twenty (120) days after the close of each Fiscal Year, shall give a complete written report of all financial activities for such Fiscal Year to the Board and to each Member. (d) Annual Audit. If then required by the Joint Powers Law, the Authority shall either make or contract with a certified public accountant to make an annual Fiscal Year audit of all accounts and records of the Authority, conforming in all respects with the requirements of the Joint Powers Law. A report of the audit shall be filed, if then required by law, as a public record with each of the Members and with the county auditor of the county or counties in which each of the Members is located. -9- 0 U Costs of the audit shall be considered a general expense of the Authority. ARTICLE 14 RESPONSIBILITIES FOR FUNDS AND PROPERTY (a) Custody of Authority Funds. The Treasurer shall have the custody of and disburse the Authority's funds. Proceeds of bonds, certificates of participation or other similar • obligations of the Authority may be deposited with an indenture trustee, agent or other depositary and shall not be considered the Authority's funds for purposes of this Article. The Treasurer may delegate disbursing authority to such persons as may be authorized by the Board or the Executive Committee to perform that function, subject to the requirements of (b) below. (b) Duties of Treasurer. The Treasurer shall perform all functions then required to be performed by the Treasurer under the Joint Powers Law. The Treasurer shall review the financial statements and the annual audit of the Authority. • (c) Authority Property. Pursuant to Government Code Section 6505.11 -the Program Administrator, the Treasurer, and such other persons as the Board may designate shall have charge of, handle, and have access to the property of the Authority. The Authority shall secure and pay for a fidelity bond or bonds, in an amount or amounts and in form specified by the Board of Directors, covering all officers and staff of the Authority who are authorized to hold or disburse funds of the Authority and all officers and staff who are authorized to have charge of, handle and have access to property of the Authority. ARTICLE 15 MEMBER RESPONSIBILITIES Each Member shall have the following responsibilities: (a) To appoint its director and its director and alternate forth in Article 7. alternate director to or remove director from the Board as set (b) To consider proposed amendments to this Agreement as set forth in Article 23. (c) To make contributions in the form of annual membership assessments and fees, if any, determined by the Board for the -10- purpose of defraying the costs of providing the annual benefits accruing directly to each party from this Agreement. ARTICLE 16 NEW MEMBERS With the approval of two- thirds of the members of the Board, any qualified city may become a party to this Agreement. Membership is restricted to cities which are members of the Independent Cities Association. A city requesting membership shall apply by presenting to the Authority a resolution of the City Council of such city evidencing its approval of this Agreement. The date that the applying city will become a Member will be determined by the Board. ARTICLE 17 WITHDRAWAL A Member may withdraw from membership in the Authority upon thirty (30) days advance written notice to the Authority. A Member must withdraw if it discontinues its membership in the Independent Cities Association. No such withdrawal however shall relieve such Member from its obligations under any outstanding agreements relating to the Authority's bonds, certificates of participation or other obligations except in accordance with such agreements. • ARTICLE 18 OBLIGATIONS OF AUTHORITY The debts, liabilities and obligations of the Authority shall not be the debts, liabilities and obligations of the Members. Any Member may separately contract for, or assume responsibility for, specific debts, liabilities or obligations of the Authority. ARTICLE 19 TERMINATION AND DISTRIBUTION OF ASSETS This Agreement may be terminated at any time that no bonds, certificates of participation or other similar obligations of the Authority are outstanding with the approval of two - thirds -11- 0 0. of the Members. Upon termination of this Agreement, all assets of the Authority shall, after payment of all unpaid costs, expenses and charges incurred under this Agreement, be distributed among the parties hereto in accordance with the respective contributions of each of said parties. ARTICLE 20 LIABILITY OF BOARD OF DIRECTORS, OFFICERS AND COMMITTEE MEMBERS The members of the Board of Directors, officers and committee members of the Authority shall use ordinary care and reasonable diligence in the exercise of their powers and in the performance of their duties pursuant to this Agreement. They shall not be liable for any mistake of judgment or any other action made, taken or omitted by them in good faith, nor for any action taken or omitted by any agent, employee or independent contractor selected with reasonable care, nor for loss incurred through investment of Authority funds, or failure to invest. No director, officer or committee member shall be responsible for any action taken or omitted by any other director, officer or committee member. No director, officer or committee member shall be required to give a bond or other security to guarantee the faithful performance of his or her duties pursuant to this Agreement. The funds of the Authority shall be used to defend, indemnify and hold harmless the Authority or any director, officer or committee member for their actions taken within the scope of the authority of the Authority. Nothing herein shall limit the right of the Authority to purchase insurance to provide • such coverage as hereinafter set forth. ARTICLE 21 BYLAWS The Board may adopt Bylaws consistent with this Agreement which shall provide' for the administration and management of the Authority. -12- n U 0 ARTICLE 22 NOTICES The Authority shall address notices, billings and other communications to a Member as directed by such Member. Each Member shall provide the Authority with the address to which communications are to be sent. Members shall address notices and other communications to the Authority, at the office address of the Authority as set forth in the Bylaws. 0 ARTICLE 23 AMENDMENT This Agreement may be amended at any time by vote of two- thirds of the Members, acting through their City Councils. Any amendment of this Agreement shall become effective upon receipt by the Authority of notice of the approval of such amendment by the City Councils of two- thirds of the Members. ARTICLE 24 SEVERABILITY Should any portion, term, condition, or provision of this Agreement be decided by a court of competent jurisdiction to be illegal or in conflict with any law of the State of California, or be otherwise rendered unenforceable or ineffectual, the validity of the remaining portions, terms, . conditions, and provisions shall not be affected thereby. ARTICLE 25 PROHIBITION AGAINST ASSIGNMENT No Member may assign any right, claim or interest it may have under this Agreement, and no creditor, assignee or third' party beneficiary of any Member shall have any right, claim or title to any part, share, interest, fund or asset of the Authority. -13- r 1 U ARTICLE 26 AGREEMENT COMPLETE This Agreement constitutes the full and complete agreement of the parties. ARTICLE 27 FILING WITH SECRETARY OF STATE • The Program Administrator of the Authority shall file a notice of this Agreement with the office of the California Secretary of State within 30 days of its effective date, as required by Government Code Section 6503.5 and within 70 days of its effective date as required by Government Code Section 53051. IN WITNESS WHEREOF, the undersigned party h etc has executed this Agreement on the date indicated below? DATE: May 3, 1988 CITY OF EL S.,., BY: I Seal: AT ES . y • RONALD L. HART, CMC City Clerk • -14- APPENDIX A MEMBERS • • IDB462/SNW/700997- d/6/031888 BYLAWS OF THE INDEPENDENT CITIES LEASE FINANCE AUTHORITY ARTICLE I. DEFINITIONS • The definitions of terms used in these Bylaws shall be the same as those contained in the Joint Powers Agreement Creating the Independent Cities Lease Finance Authority, hereinafter called the Agreement, unless otherwise expressly provided. ARTICLE II. OFFICES The Authority's principal office for the transaction of business is located at 14156 Magnolia Boulevard, Suite 103, Sherman Oaks, California 91423. The Board of Directors may change the location of the principal office from time to time. The Board may establish one or more subordinate offices at any place or places where the Authority is qualified to do business. ARTICLE III. MEETINGS OF THE BOARD OF DIRECTORS 1. Regular Meetings (a) Time Held The Board of Directors shall hold at least one meeting per year. The regular annual meeting of the Board of Directors (the "Annual Meeting ") should, if practicable, be scheduled at least one year prior to such meeting. Unless otherwise changed by a majority vote of the Board of Directors at a regular meeting, the Annual Meeting shall be held at .m. on the first in of each year. Should such day fall upon a legal holiday, the Annual Meeting of the Board shall be held on the next following business day. (b) Business to be Transacted At each Annual Meeting of the Board, the Board shall review, modify if necessary, and adopt the annual operating budget of the Authority and, in each alternating fiscal year, shall elect officers and, if an Executive Committee is established by the Board as provided in the Agreement, every second year shall elect Executive Committee members, as required by the Agreement and these Bylaws. • At any meetings, the Board may transact any other business within its powers, and receive reports of the operations and affairs of the Authority. (c) Notice Written notice of each regular meeting of the Board shall be delivered to each director and /or alternate director at least seven (7) days in advance of the meeting. The notice shall specify: (i) The place, date and hour of the meeting. (ii) Those matters which are intended to be presented for action by the Board. (iii) The general nature of any proposal for action by the Board concerning a change in the Agreement or these Bylaws, a change in the membership of the Authority, or any other matter substantially affecting the rights and . obligations of the Members. (iv) If officers or Executive Committee members are to be elected, the names of the persons nominated for such positions at the time the notice is sent. 2. Special Meetings A special meeting of the Board of Directors may be called at any time by the President of the Board, or by a majority of the directors on the Board subject to the requirements for 24 -hour written notice to the directors and /or alternate directors and to requesting representatives of the -2- 0 • media provided in Section 54956 of the Government Code. The notice of a special meeting shall specify the time and place of the meeting and the business to be transacted. No other business shall be considered at the meeting. A member of the Board may waive notice as provided in Section 54956 of the Government Code. Notice of the calling of any special meeting shall be posted as provided in said Section. 3. Place of Meeting Each regular or special meeting of the Board of ® Directors shall be held at a place within the State of California designated by the Board at its preceding meeting, or if no such designation is made, as designated by the Executive Committee or the President of the Board. 4. Adjourned Meetings The Board of Directors may adjourn any regular or special meeting to a time and place specified in the order of adjournment, whether or not a quorum has been established. If a quorum is not established, no business other than adjournment may be transacted. A copy of the order for adjournment shall be posted as required by Section 54955 of the Government Code. No other notice of an adjourned meeting shall be necessary, unless the adjournment is for a period of 30 days or more, in which case notice of the adjourned meeting shall be given in the same manner as notice of the original meeting. 5. Ralph M. Brown Act •Notwithstanding anything herein to the contrary, all meetings of the Board of Directors shall be held in strict compliance with the Ralph M. Brown Act (Government Code Section 54950 et seg.), as amended and then in effect. 6. Alternate Director The alternate director appointed by a Member as its alternate representative on the Board of Directors may, in the absence of the director, attend, vote and participate in any meeting of the Board of Directors as the representative of the Member. -3- 0 .• ARTICLE IV. THE EXECUTIVE COMMITTEE 1. Membership If the Board of Directors of the Authority establishes an Executive Committee as provided in the Agreement, such Executive Committee shall consist of five members of the Board of Directors of the Authority, one of whom shall be the President and one of whom shall be the Vice President of the Authority and • the others of whom shall be appointed by the Board of Directors. 2. Terms of Office The terms of office of the members of the Executive Committee shall be for two (2) years. 3. Removal, Vacancies and Alternates A vacancy in any position on the Executive Committee, because of death, resignation, removal, disqualification, or any other cause, shall be filled by election of the Board. Pending action by the Board, the remaining members of the Executive Committee may fill a vacancy on an interim basis, except in the case of a vacancy caused by removal, which may only be filled by the Board. 4. Alternate Director The alternate director appointed by a Member as its alternate representative on the Board may, in the absence of the director of such Member who is a member of the Executive Committee, attend, vote and participate in any meeting of the Executive Committee in place of such director. 5. Meetings The Executive Committee shall meet on the call of the President of the Board, at such times and places as are designated by that officer. The Executive Committee shall also meet on the call of a majority of its members, at such time and place as they may designate. Written notice of the time and place of an Executive Committee meeting, and of the business to be transacted, shall be delivered to each member of the Executive Committee and to requesting representatives of the media at least 24 hours in advance as required by Section 54956 of the -4- 0 Government Code, and subject to the other provisions of that Section. No other business shall be considered at the meeting. A member of the Executive Committee may waive notice as provided in said Section 54956. Notice of the calling of the special meeting shall be posted as provided in said Section. 6. Quorum and Voting Requirements A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business. All • actions of the Executive Committee shall require the affirmative votes of a majority of the members present at a meeting duly held at which a quorum is present. 7. Adjourned Meetings The Executive Committee may adjourn any meeting to a time and place specified in the order for adjournment, whether or not a quorum has been established. If a quorum is not established, no business other than adjournment may be transacted. A copy of the order for adjournment shall be posted as required by Section 54955 of the Government Code. No other notice of an adjourned meeting shall be necessary, unless the adjournment is for a period of 24 hours or more, in which case notice of the adjourned meeting shall be delivered to the members who were not present at the time of adjournment. 8. Ralph M. Brown Act Notwithstanding anything herein to the contrary, all • meetings of the Executive Committee shall be noticed and held in strict compliance with the Ralph M. Brown Act (Government Code Section 54950 et seg.), as amended and then in effect. ARTICLE V. OFFICERS 1. Duties of the President The President shall preside at and conduct all meetings of the Board and shall chair the Executive Committee. -5- • 0 • 0 2. Duties of Vice President In the absence of the President, the Vice President shall perform all duties assigned to the President by the Agreement and these Bylaws or by the Board. 3. Terms of Office The terms of office of the President and Vice - President shall be for two (2) years. 4. Removal and Vacancies The Board of Directors may remove an officer at any time. A vacancy in any office, because of death, resignation, removal, disqualification, or any other cause, shall be filled by election of the Board. ARTICLE VI. COMMITTEES 1. Establishment of Committees The Board of Directors or, if an Executive Committee is established by the Board of Directors as provided in the Agreement, the Executive Committee may appoint any additional committees and determine the committees' structure, charge, size and membership. Committees may be established to consider any matter within the jurisdiction of the body establishing such committee. Each committee shall operate according to the policies adopted by the body establishing such committee and shall submit their reports and recommendations to the body establishing such committee. Committees shall meet on the call of their respective chairpersons, each of whom shall be a member of the Board of Directors and a member of such committee. Each . Committee shall meet on the call of its chairperson, at such times and places as are designated by the chairperson. Written notice of the time and place of a Committee meeting, and of the business to be transacted, shall be delivered to each member of the Committee and to requesting representatives of the media at least 24 hours in advance as required by Section 54966 of the Government Code, and subject to the other provisions of that Section. No other business shall be considered at the meeting. A majority of the members of a Committee shall constitute a quorum for the transaction of business. All actions of the Committee shall require the affirmative votes of a majority of the members present at a meeting duly held at which a quorum is present. All Committee meetings shall be duly noticed and held in accordance with the requirements of the Ralph M. Brown Act (Government Code 54950 et seg.), as amended and then in effect. ARTICLE VII. MISCELLANEOUS 1. Execution of Contracts The Board of Directors or the Executive Committee may authorize any officer, staff member, or agent of the Authority to execute any contract in the name of and on behalf of the Authority, and such authorization may be general or specific in nature. Unless so authorized, no officer, staff member or agent shall have any power to bind the Authority by contract. 2. Rules of Procedure for Meetings All meetings of the Board of Directors, Executive Committee, and other Committees or bodies of the Authority shall be conducted in accordance with Robert's Rules of Order, provided that in the event of a conflict, such rules shall be superseded by the Agreement, these Bylaws, and California law. ARTICLE VIII. FINANCES (1) Fiscal Year. The Fiscal Year of the Authority shall be from July 1 to June 30. (2) Budget At least forty -five (45) days prior to the Annual Meeting of the Board of Directors in each Fiscal Year, the Program Administrator shall submit to the Board of Directors or, if an Executive Committee has been established, to the Executive Committee a proposed general budget for the next Fiscal Year of -7- 0 the Authority. The proposed general budget shall include annual membership fee and assessment schedules, if any, and a summary of revenue and expenditures, actual or projected, for the preceding, current, and next Fiscal Years. If an Executive Committee has been established, the Executive Committee shall review the proposed general budget, amend it as necessary, and submit it to the Board for review and adoption at the Annual Meeting of the Board in each Fiscal Year. The Program Administrator shall manage all expenditures, subject to control of the Board or, if established, the Executive Committee. The Board or, if established, the Executive Committee shall have power to transfer ifunds within the total detailed budget to meet unanticipated needs or changed situations. Such action shall be reported to the Executive Committee, if established, and the Board of Directors at their next succeeding meeting. ARTICLE IX. AMENDMENTS These Bylaws may be amended at any time by a majority vote of the Board of Directors. Following adoption of amendments, the Program Administrator shall prepare and distribute a revision of the Bylaws to all Members of the Authority. ARTICLE X. EFFECTIVE DATE These Bylaws shall go into effect immediately upon adoption by majority vote of the Board of Directors. 20