HomeMy WebLinkAboutAgenda Packet - Community Heritage & Education Foundation (CHEF) - 12/12/2018C ommuni ty H er itage E duc ation F oundati on (C H E F )
Immediately following the East Valley Water District regular board meeting
December 12, 2018
31111 Greenspot Road
Highland, C A 92346
AGE N D A
C A LL TO O RD ER
1.Public C omments
2.Approval of Agenda
3.Approve Initial Board Organization
4.Adopt Community Heritage and Education Foundation Bylaws
5.Appoint Members to Public C ommittee
6.C EO C omments
7.Legal C ounsel Comments
8.Board of Directors' C omments
A D J O URN
P urs uant to G overnment C o d e S ec tio n 54954.2(a), any reques t for a d is ab ility-related modific ation or
ac commodation, inc luding auxiliary aid s o r s ervic es , that is s o ught in order to p artic ip ate in the above
agendized public meeting should be direc ted to the District C lerk at (909) 885-4900.
R ecommended b y:
Jo hn Mura
C hief Executive O ffic er
C O MMUN IT Y HE R ITAG E E D UC AT IO N F O UN D AT ION AG E N D A S TAF F R E P ORT
Agenda Item #3.
Meeting Date: Dec emb er 12, 2018
Dis c ussion Item
To: Bo ard of Direc tors
F rom: C hief Exec utive O fficer
Subject: Approve Initial Board O rganizatio n
R E C O MME N D AT IO N:
S taff rec ommend s that the Bo ard o f Direc to rs :
a. Elec t offic ial offic ers fo r the positio ns o f Board P resident and Vice P res id ent
b. Ap p o int C hief Executive O ffic er, Treas urer and Board S ec retary
c . S et the time and p lac e for hold ing meetings
B AC KGR O UN D / AN ALYS IS :
T he C o mmunity Heritage Ed uc ation F o undatio n is an o p portunity to pres erve our heritage and bring people
together to inspire a greater s ense o f c o nnec tednes s with o ur neighb o rs . T he es tablis hment o f this foundatio n
creates an entity s eparate fro m the District and can fill a nic he to meet some important needs o f our c ommunity.
T he c o rp o ration is a nonp rofit p ublic benefit corpo ration and is organized und er the No nprofit P ub lic Benefit
C o rp o ratio n Law for charitable and educ ational purp oses. O ne element o f this entity is the formal appointment
o f offic ers as required b y law. T he Board organization ens ures effic ient management o f the fo undatio n and
reflects a dedic ation to the highest standards of integrity and ac countability.
S taff is recommending that C HEF ho ld its b o ard meetings at 31111 G reenspot R o ad , Highland C A, and its
annual meeting on the 4th Wed nes day in January immediately follo wing Eas t Valley Water Dis tric ts regular
meeting.
R E VIE W B Y O T HE R S :
T his agenda item has been reviewed by the Ad minis tratio n Dep artment.
F IS C AL IMPAC T
T here is no fis cal impac t as s o c iated with this agend a item.
R ecommended b y:
Jo hn Mura
C hief Executive O ffic er
C O MMUN IT Y HE R ITAG E E D UC AT IO N F O UN D AT ION AG E N D A S TAF F R E P ORT
Agenda Item #4.
Meeting Date: Dec emb er 12, 2018
Dis c ussion Item
To: Bo ard of Direc tors
F rom: C hief Exec utive O fficer
Subject: Adopt C o mmunity Heritage and Ed uc ation F o und ation Bylaws
R E C O MME N D AT IO N:
S taff rec o mmends that the Board o f Direc tors appro ve Bylaws for the C o mmunity Heritage and Ed uc ation
F oundation.
B AC KGR O UN D / AN ALYS IS :
T he C o mmunity Heritage and Educatio n F ound ation (C HEF ) has been estab lis hed as no npro fit pub lic benefit
corporation and is organized under the No np ro fit P ublic Benefit C orporation Law. T he purpose o f C HEF is to
p res erve and ed ucate the public about the agricultural his tory of the S an Bernardino area, and to c reate an
o rganizatio n through which East Valley Water Dis tric t c an celebrate and ins till in future generations the ric h
histo ry o f the regio n and c ivic prid e in the c o mmunity.
T his formal organizational struc ture requires several ac tions to ens ure c larity of purpose and exp ectatio ns both
fro m and o p eratio nal and legal perspec tive. Adop tion o f Bylaws estab lis hes the foundatio n’s p urpos e, c learly
lays o ut how the organizatio n is to b e regulated, and s tates the mec hanis ms expec ted regard ing governanc e
s tructure and operation. T he Bo ard is being as ked to formally adopt the C ommunity Heritage and Educatio n
F o und atio n Bylaws as p art o f the formatio n requirements.
R E VIE W B Y O T HE R S :
T his agenda item has been reviewed by the Ad minis tratio n Dep artment.
F IS C AL IMPAC T
T here is no fis cal impac t as s o c iated with this agend a item.
ATTACH M E N TS:
Description Type
C HE F By-laws Backup Material
BYLAWS OF COMMUNITY HERITAGE AND EDUCATION FOUNDATION, A California Nonprofit Public Benefit Corporation
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Contents
ARTICLE 1 – OFFICES ............................................................................................................................ 1
SECTION 1. NAME ............................................................................................................................... 1
SECTION 2. PRINCIPAL OFFICE OF THE CORPORATION ....................................................... 1
SECTION 3. CHANGE OF ADDRESS OF PRINCIPAL OFFICE .................................................. 1
ARTICLE 2 – PURPOSES ....................................................................................................................... 1
SECTION 1. OBJECTIVES AND PURPOSES ................................................................................. 1
SECTION 2. DEDICATION OF ASSETS ........................................................................................... 1
SECTION 3. POLITICAL ACTIVITIES .......................................................................................... 2
SECTION 4. PROHIBITED ACTIVITIES ............................................................................................ 2
ARTICLE 3 – MEMBERS ......................................................................................................................... 2
SECTION 1. MEMBERS ....................................................................................................................... 2
ARTICLE 4 – BOARD OF DIRECTORS ................................................................................................ 2
SECTION 1. GENERAL POWERS ..................................................................................................... 2
SECTION 2. SPECIFIC POWERS ...................................................................................................... 3
SECTION 3. NUMBER OF DIRECTORS .......................................................................................... 3
SECTION 4. COMPENSATION ........................................................................................................... 3
SECTION 5. TERMS OF DIRECTORS .............................................................................................. 4
SECTION 6. REMOVAL OF DIRECTOR ........................................................................................... 4
SECTION 7. VACANCIES .................................................................................................................... 4
SECTION 8. LIMITED LIABILITY OF DIRECTORS ........................................................................ 4
SECTION 9. OFFICERS ....................................................................................................................... 4
ARTICLE 5 – MEETING OF THE BOARD OF DIRECTORS ............................................................. 4
SECTION 1. PUBLIC MEETING REQUIREMENT........................................................................... 4
SECTION 2. PLACE OF BOARD MEETINGS ................................................................................. 5
SECTION 3. ANNUAL MEETING ....................................................................................................... 5
SECTION 4. REGULAR MEETINGS.................................................................................................. 5
SECTION 5. SPECIAL MEETINGS .................................................................................................... 5
SECTION 6. NOTICE OF SPECIAL MEETINGS ............................................................................. 5
SECTION 7. QUORUM ......................................................................................................................... 5
SECTION 8. ADJOURNMENT ............................................................................................................ 5
ARTICLE 6 – CHIEF EXECUTIVE OFFICER ....................................................................................... 5
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SECTION 1. APPOINTMENT OF CHIEF EXECUTIVE OFFICER ................................................ 5
SECTION 2. CHIEF EXECUTIVE OFFICER RESPONSIBILITIES ............................................... 5
ARTICLE 7 - SECRETARY ...................................................................................................................... 6
SECTION 1. SECRETARY ................................................................................................................... 6
SECTION 2. SECRETARY RESPONSIBILITIES............................................................................. 6
ARTICLE 8 - TREASURER...................................................................................................................... 6
SECTION 1. TREASURER .................................................................................................................. 6
SECTION 2. TREASURER RESPONSIBILITIES ............................................................................ 6
ARTICLE 9 – PUBLIC COMMITTEE...................................................................................................... 7
SECTION 1. COMMITTEE PURPOSE ............................................................................................... 7
SECTION 2. COMMITTEE COMPOSITION ...................................................................................... 7
SECTION 3. COMMITTEE MEMBERS .............................................................................................. 8
SECTION 4. COMMITTEE MEETINGS ............................................................................................. 8
ARTICLE 10 – CORPORATE RECORDS AND REPORTS ............................................................... 8
SECTION 1. MAINTENANCE OF CORPORATE RECORDS ....................................................... 8
SECTION 2. DIRECTORS’ INSPECTION RIGHTS ......................................................................... 8
SECTION 3. ANNUAL REPORT ......................................................................................................... 8
SECTION 4. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS AND
INDEMNIFICATIONS ............................................................................................................................ 9
ARTICLE 11 – FISCAL YEAR ................................................................................................................. 9
ARTICLE 12 – CONFLICT OF INTEREST ............................................................................................ 9
ARTICLE 13 – AMENDMENT OF BYLAWS ...................................................................................... 10
SECTION 1. ARTICLES OF INCORPORATION ............................................................................ 10
SECTION 2. BYLAWS ........................................................................................................................ 10
ARTICLE 14 – PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS . 10
SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS . 10
SECTION 2. DISTRIBUTION OF ASSETS UPON DISSOLUTION ............................................ 10
ARTICLE 15 – INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS .................................................................................................................................................... 11
SECTION 1. DEFINITIONS ................................................................................................................ 11
SECTION 2. APPLICABILITY OF INDEMNIFICATION PROVISIONS ...................................... 11
SECTION 3. ACTIONS BROUGHT BY PERSONS OTHER THAN THE CORPORATION ... 11
SECTION 4. ACTION BROUGHT BY OR ON BEHALF OF THE CORPORATION ........... 12
SECTION 5. DETERMINATION OF AGENT’S GOOD FAITH CONDUCT ............................... 13
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SECTION 6. LIMITATIONS ................................................................................................................ 13
SECTION 7. ADVANCE OF EXPENSES ........................................................................................ 13
SECTION 8. CONTRACTUAL RIGHTS OF NON-DIRECTORS AND NON-OFFICERS ........ 14
SECTION 9. INSURANCE ................................................................................................................. 14
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BYLAWS OF
COMMUNITY HERITAGE AND EDUCATION FOUNDATION
A California Nonprofit Public Benefit Corporation
ARTICLE 1 – OFFICES
SECTION 1. NAME
The name of this corporation is Cultural Heritage and Education Foundation.
SECTION 2. PRINCIPAL OFFICE OF THE CORPORATION
The principal office for the transaction of activities and affairs of this corporation is
located at 31111 Greenspot Road, Highland, CA 92346.
SECTION 3. CHANGE OF ADDRESS OF PRINCIPAL OFFICE
The Board of Directors shall have full power and authority to change said principal office
from one location to another within the State of California. Any such change shall be
noted by the Secretary in these bylaws opposite this Section; alternatively, this Section
may be amended to state the new location.
ARTICLE 2 – PURPOSES
SECTION 1. OBJECTIVES AND PURPOSES
This corporation is organized under the Nonprofit Public Benefit Corporation Law for
educational purposes. The purpose of this corporation is to preserve, and educate the
public about the social and agricultural history of the San Bernardino area including
farming, irrigation and water use practices of prior generations of area residents, and to
create an organization through which East Valley Water District, in partnership with the
community, can celebrate and instill in future generations the rich history of the region
and civic pride in the community.
SECTION 2. DEDICATION OF ASSETS
This corporation’s assets are irrevocably dedicated to public benefit purposes. Not part
of the net earnings, properties, or assets of the corporation, on dissolution or otherwise,
shall inure to the benefit of any private person or individual, or to any director or officer
of the corporation. On liquidation or dissolution, all properties and assets remaining after
payment, or provision for payment, of all debts and liabilities of the corporation shall be
distributed to a nonprofit fund foundation or corporation that is organized and operated
exclusively for charitable purposes and that has established its exempt status under
Internal Revenue Code section 501(c)(3).
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SECTION 3. POLITICAL ACTIVITIES
The Corporation has been formed under California Nonprofit Corporation Law for the
charitable purposes described in this Article, and it shall be nonprofit and nonpartisan.
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 participate in or intervene in any political campaign (including the publishing or
distribution of statements) on behalf of, or in opposition to, any candidate for public
office.
SECTION 4. PROHIBITED ACTIVITIES
The Corporation shall not, except in any insubstantial degree, engage in any activities
or exercise any powers that are not in furtherance of the purposes described in this
Article. The Corporation may not carry on any activity for the profit of its Officers,
Directors or other private persons or distribute any gains, profits or dividends to its
Officers, Directors or other persons as such. Furthermore, nothing in Article 3 shall be
construed as allowing the Corporation to engage in any activity not permitted to be
carried on (i) by a corporation exempt from federal income tax under section 501(c)(3)
of the Internal Revenue Code of 1986, as amended (the “Code”) or (ii) by a corporation,
contributions to which are deductible under section 170(c)(2) of the Code.
ARTICLE 3 – MEMBERS
SECTION 1. MEMBERS
This corporation shall have no voting members within the meaning of the Nonprofit
Corporation Law. The corporation’s Board of Directors may, in its discretion, admit
individuals to one or more classes of nonvoting members; the class or classes shall
have such rights and obligations as the Board finds appropriate.
ARTICLE 4 – BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS
Subject to the provisions and limitations of the California Nonprofit Public Benefit
Corporation Law and any other applicable laws, and subject to any limitations of the
articles of incorporation or by laws of this corporation, the activities and affairs of this
corporation shall be managed and all corporate powers shall be exercised, by or under
the direction of the Board of Directors.
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SECTION 2. SPECIFIC POWERS
Without prejudice to the general powers set forth in Article 4, Section 1 of these bylaws,
but subject to the same limitations, the Board of Directors shall have the power to do the
following:
A) Perform any and all duties imposed on them collectively or individually by law, by
the Articles of Incorporation of this corporation or by these bylaws.
B) Appoint and remove, at the pleasure of the Board, all corporate officers, agents
and employees; prescribe power and duties for them as are consistent with the
law, the articles of incorporation and these bylaws; fix their compensation;
supervise their performance; and require from them security for faithful service.
C) Change the principal office or the principal business office in California from one
location to another; cause the corporation to be qualified to conduct its activities
in any other state, territory, dependency, or country; and conduct its activities in
or outside California.
D) Borrow money and incur indebtedness on the corporation’s behalf 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.
E) Authorize any officer or agent of the corporation to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific instances.
Except for matters pertaining to the ordinary and necessary operation of the
business of the corporation and as otherwise provided in Section 5214 of the
California Corporations Code, unless so authorized by the Board, no officer,
agent, or employee shall have any power or authority to bind the corporation by
any contract or engagement or to pledge its credit or to render it liable monetarily
for any purpose or in any amount.
F) Accept on behalf of the corporation any contribution, gift, bequest, or devise for
the charitable or public purposes of this corporation.
G) Adopt, use and, at will, alter a corporate seal.
SECTION 3. NUMBER OF DIRECTORS
The Board of Directors shall consist of five (5) directors. The five (5) directors shall be
the current board members of the East Valley Water District, a California County Water
District.
SECTION 4. COMPENSATION
Directors shall serve without compensation, but may receive such reimbursement of
expenses as the Board may establish by resolution to be just and reasonable as to the
corporation at the time that the resolution is adopted. The expenses shall not be more
than what is permitted by California state law for publicly elected officials.
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SECTION 5. TERMS OF DIRECTORS
Directors serve a term of four (4) years to coincide with their term in office as member of
the East Valley Water District Board. Each term as director of the corporation shall be
coterminous with that director’s term as member of the East Valley Water District Board.
The director’s term shall start on the day in which that director was elected as member
of East Valley Water District Board and shall end on the last day of their four (4) year
term as member of the East Valley Water District Board. If the director is reelected as a
member of the East Valley Water District Board, that Director shall serve another four
(4) year term as director of the corporation to coincide with their new term as director of
East Valley Water District.
SECTION 6. REMOVAL OF DIRECTOR
If a current director is no longer a member of the East Valley Water District Board, that
director shall be removed as a director of the corporation at the next meeting of the
corporation after the director vacates, either voluntarily or involuntarily, their position as
a member of the East Valley Water District Board.
SECTION 7. VACANCIES
If a director is removed as a director of the corporation prior to the end of their four (4)
year term, a new director shall be appointed by the Board. The newly appointed director
shall serve out the remainder of the removed director’s term to coincide with the
remainder of the former director’s term as a member of the East Valley Water District
Board.
Any newly elected director of East Valley Water District shall be appointed as a director
of the corporation by resolution at the first meeting after the elected director’s start of
their term.
SECTION 8. LIMITED LIABILITY OF DIRECTORS
Subject to their fiduciary responsibilities and standards of conduct for publicly elected
officials, the directors shall not be personally liable for the debts, liabilities or other
obligations of the corporation.
SECTION 9. OFFICERS
At its annual meeting, the Board of Directors shall elect one of its members to serve as
President of the Board and one of its members to serve as Vice President of the Board.
The term of office for President and Vice President shall be one year.
ARTICLE 5 – MEETING OF THE BOARD OF DIRECTORS
SECTION 1. PUBLIC MEETING REQUIREMENT
Each meeting of the Board of Directors shall be in accordance with the Brown Act
(California Government Code 54950 et seq.).
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SECTION 2. PLACE OF BOARD MEETINGS
Meetings of the Board shall be held at the principal office of the corporation unless
another location is designated in the notice of the meeting as prescribed in accordance
with the Brown Act (California Government Code 54950 et seq.).
SECTION 3. ANNUAL MEETING
The annual meeting of the Board of Directors shall be held within the month of January
of the new calendar year.
SECTION 4. REGULAR MEETINGS
The Board of Directors by resolution may establish a schedule of regular meetings of
the Board of Directors.
SECTION 5. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Chair of the Board or
the Chief Executive Officer only for those purposes as denoted in the Brown Act
(California Government Code 54950 et seq.) upon written notice in accordance with
emergency meetings as designated in the Brown Act (California Government Code
54950 et seq.).
SECTION 6. NOTICE OF SPECIAL MEETINGS
Notice of the time, place, and contents of special meetings shall be completed in
accordance with the Requirements for noticing said meeting in the Brown Act (California
Government Code 54950 et seq.).
SECTION 7. QUORUM
A quorum shall be established when a majority of the Board of Directors are present for
the transaction of business.
SECTION 8. ADJOURNMENT
A majority of the director’s may adjourn any meeting to another time and place. If less
than a quorum of Directors are present, the Secretary may adjourn the meeting to a
future date.
ARTICLE 6 – CHIEF EXECUTIVE OFFICER
SECTION 1. APPOINTMENT OF CHIEF EXECUTIVE OFFICER
The Chief Executive Officer shall be the General Manager of the East Valley Water
District. The Chief Executive Officer shall serve the Board as long as the Chief
Executive Officer retains the role as the General Manager of East Valley Water District.
SECTION 2. CHIEF EXECUTIVE OFFICER RESPONSIBILITIES
The Chief Executive Officer shall have general supervision, direction, and control of the
business and programs of the corporation, and general control of the employment,
supervision and direction of the corporation’s staff. He or she may, in the name of the
6
corporation, execute such deeds, mortgages, bonds, contracts, checks or other
instruments that may, from time to time, be authorized by the Board of Directors or the
Executive Committee.
ARTICLE 7 - SECRETARY
SECTION 1. SECRETARY
The Secretary shall be appointed by the Board of Directors and shall serve at the
pleasure of the Board.
SECTION 2. SECRETARY RESPONSIBILITIES
(A) Certify and keep or cause to be kept at the principal office of the corporation the
Articles of Incorporation and the original or a copy of these bylaws as amended
or otherwise altered to date.
(B) Keep or cause to be kept at the corporation’s principal office or such other place
as the Board may direct, a book of minutes of all meetings, proceedings, action
of the Board and of committees of the Board. The minutes of meetings shall
include the time and place that the meeting was held; whether the meeting was
annual, general, or special, and, if special, how authorized; the notice given and
the names of persons present at Board and committee meetings.
(C) Give or cause to be given notice of all meetings of the Board and of committees
of the Board that these bylaws require to be given.
(D) Be custodian of the seal of the corporation and see that the seal is affixed to all
duly executed documents, the execution of which on behalf of the corporation
under seal is authorized by law of these bylaws. Failure to affix the seal is
corporate instruments, however, shall not affect the validity of any such
instrument.
(E) Exhibit or cause to be exhibited at all reasonable times to any director of the
corporation, or to his or her agent or attorney on request thereof, the bylaws and
the minutes of the proceedings of the directors of the corporation.
(F) Perform all duties incident to the office of Secretary and such other duties as may
be required by law, by the Articles of Incorporation of this corporation, or by these
bylaws, or which may be assigned to him or her from time to time by the Board of
Directors.
ARTICLE 8 - TREASURER
SECTION 1. TREASURER
The Treasurer shall be appointed by the Board of Directors and shall serve at the
pleasure of the Board.
SECTION 2. TREASURER RESPONSIBILITIES
The Treasurer shall:
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(A) Have charge and custody of, and be responsible for, all funds and securities of
the corporation and deposit, or cause to be deposited, all such funds in the name
of the corporation in such banks, trust companies, or other depositories as shall
be selected by the Board of Directors.
(B) Disburse, or cause to be disbursed by the Chief Executive Officer, the funds of
the corporation as may be directed by the Board of Directors, taking proper
vouchers for such disbursements as the Board may order. Except as otherwise
specifically determined by resolution of the Board of Directors, or as otherwise
required by law, checks, drafts, promissory notes, orders for the payment of
money, and other evidence of indebtedness of the corporation shall be signed by
the Chief Executive Officer or by other individuals as authorized by the Board of
Directors.
(C) Oversee receipt of monies due and payable to the Corporation form any source
whatsoever.
(D) Keep and maintain adequate and correct accounts of the corporation’s properties
and business transactions, including accounts of its assets, liabilities, receipts,
disbursements, gains and losses.
(E) Exhibit at all reasonable times the books of account and financial records to any
director of the corporation, or to his or her agent or attorney, on request thereof.
(F) Render to the Chair and directors, whenever requested, an account of any or all
transaction and the financial condition of the corporation.
(G) Prepare, or cause to be prepared, and certify, or cause to be certified, the
financial statements to be included in any required reports.
(H) In general, perform all duties incident to the office of Treasurer and such other
duties as may be required by law, by the Articles of Incorporation, or by these
bylaws, or which may be assigned to him or her from time to time by the Board of
Directors.
ARTICLE 9 – PUBLIC COMMITTEE
SECTION 1. COMMITTEE PURPOSE
The purpose of the Public Committee is providing discussion on the present and future
projects or issues of the corporation. The Committee shall recommend projects or
issues regarding the corporation for the Board of Directors to take under submission.
The Chief Executive Officer shall have the sole right and power to determine which
projects or issues recommended by the Committee shall be submitted to the Board of
Directors for review.
SECTION 2. COMMITTEE COMPOSITION
The Committee members shall be comprised of at least seven (7) members, including:
the Chief Executive Officer, the Secretary, Treasurer, a representative from the Board of
Directors, and four (4) members of the public community. The Board of Directors shall
have the power to increase the number of public community members in the
Committee.
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SECTION 3. COMMITTEE MEMBERS
Committee members shall be on a volunteer basis. Committee members from the public
community cannot be an employee of East Valley Water District.
The initial Committee members shall submit their request to become a member to the
Board of Directors. The initial Committee members’ term shall expire on December 31,
2019.
After, Committee members shall be appointed by the Board of Directors at the annual
meeting of an even numbered year. Each Committee member’s term shall start after
appointment at the even numbered year and terminate on December 31st of following
odd numbered year. For example, if the committee member is appointed in January of
2020, that committee member’s term shall expire on December 31, 2021.
The process and procedure for the election of committee members shall be established
by resolution of the Board of Directors and shall be in accordance with these Bylaws.
SECTION 4. COMMITTEE MEETINGS
Committee meeting rules and frequency shall be established by resolution of the Board
of Directors.
ARTICLE 10 – CORPORATE RECORDS AND REPORTS
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office in the State of California:
(A) Minutes of all meetings of directors and committees of the Board, indicating the
time and place of hold such meetings, whether regular or special, how called, the
notice given and the names of those present and the proceedings thereof.
(B) Adequate and correct books and records of account including accounts of its
properties and business transactions and accounts of its assets, liabilities,
receipts, disbursements, gains and losses.
(C) A copy of the corporation’s Articles of Incorporation and Bylaws as amended to
date, which shall be open to inspection pursuant to the Public Records Act.
SECTION 2. DIRECTORS’ INSPECTION RIGHTS
Every director shall have the absolute right at any reasonable time to inspect the
corporation’s books, records, documents of every kind, physical properties, and the
records of each subsidiary. The inspection may be made in person or by the director’s
agent or attorney. The right of inspection includes the right to copy and make extracts of
documents.
SECTION 3. ANNUAL REPORT
The Board shall cause an annual report to be furnished not later than one hundred and
twenty (120) days after the close of the corporation’s fiscal year to all directors of the
corporation, which report shall contain the following information in appropriate detail:
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(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 for the fiscal year.
(D) The expenses or disbursements of the corporation, for both general and
restricted purposes, during the fiscal year;
(E) Any information required by Section 4 of this Article;
(F) An independent accountant’s report or, if non, the certificate of an authorized
officer of the corporation that such statements were prepared without audit from
the corporation’s books and records.
SECTION 4. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS AND
INDEMNIFICATIONS
As part of the annual report, this corporation shall furnish to its directors a statement of
any transaction of indemnification of a kind described in Section 6322, subdivision (d) or
(e) of the California Nonprofit Public Benefit Corporation Code:
(A) Any transaction (i) in which the corporation was a party, (ii) in which an
“interested person” had a direct or indirect material financial interest, and (iii)
which involved more than $50,000 or was one of several transactions with the
same interested person involving, in the aggregate, more than $50,000. For this
purpose, an “interested person” is either: (1) any director or officer of the
corporation, or its parent or subsidiary; or (2) any holder of more than 10 percent
of the voting power of the corporation, its partner or its subsidiary.
(B) Any indemnifications or advances aggregating more than $10,000 paid during
the fiscal year to any officer or director of the corporation under Article 10,
Section 1 of these bylaws, unless that indemnification has already been
approved by the Board under Corporations Code Section 5238(e)(2).
ARTICLE 11 – FISCAL YEAR
The fiscal year of the corporation shall begin on July one (1) and end on June thirty (30)
of each year.
ARTICLE 12 – CONFLICT OF INTEREST
Directors, Officers, and employees of the corporation shall be subject to applicable
federal and state laws governing conflict of interest applicable to nonprofit organizations
and California public agencies.
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ARTICLE 13 – AMENDMENT OF BYLAWS
SECTION 1. ARTICLES OF INCORPORATION
The Articles of Incorporation may be amended in any manner at any regular or special
meeting of the Board of Directors, provided that specific written notice of the proposed
amendment of the Articles setting forth the proposed amendment or a summary of the
changes to be effected thereby shall be given to each director at least three days in
advance of such a meeting if delivered personally, by facsimile, or by email or at least
five days if delivered by mail. AS required by the Articles, any amendment to Article III
or Article IV of the Articles shall require the affirmative vote of all directors then in office.
All other amendments of the Articles shall require the affirmative vote of an absolute
majority of directors then in office.
SECTION 2. BYLAWS
Subject to any provision of law applicable to the amendment of bylaws of public benefit
nonprofit corporations, these bylaws, or any of them, may be altered, amended, or
repealed and new bylaws adopted by a majority vote of the entire Board of Directors.
These bylaws may not be amended to include any provision that conflicts with law or
with the corporation’s Articles of Incorporation.
ARTICLE 14 – PROHIBITION AGAINST SHARING CORPORATE PROFITS AND
ASSETS
SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND
ASSETS
No director, officer, employee, or other person connected with this corporation, or any
private individual, shall receive at any time any of the net earnings or pecuniary profit
from the operations of the corporation, provided, however, that this provision shall not
prevent payment to any such person of reasonable compensation for services
performed for the corporation in effecting any of its public or charitable purposes,
provided that such compensation is otherwise permitted by these bylaws and is fixed by
resolution of the board of directors; and no such person or persons shall be entitled to
share in the distribution of, and shall not receive, any of the corporate assets on
dissolution of the corporation. All members, if any, of the corporation shall be deemed to
have expressly consented and agreed that on such dissolution or winding up of the
affairs of the corporation, whether voluntarily or involuntarily, the assets of the
corporation, after all debts have been satisfied, shall be distributed as required by the
articles of incorporation of this corporation and not otherwise.
SECTION 2. DISTRIBUTION OF ASSETS UPON DISSOLUTION
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 East Valley Water District, a California County Water District, or a
nonprofit fund, foundation, or corporation which is organized and operated exclusively
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for educational purposes and which has established its tax exempt status under Section
501(c)(3) of the Internal Revenue Code.
ARTICLE 15 – INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS
SECTION 1. DEFINITIONS
(A) “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 that
was a predecessor corporation of the Corporation or of another enterprise at the
request of the predecessor corporation;
(B) “Proceeding” means any threatened, pending, or completed action or
proceeding, whether civil, criminal, administrative, or investigative; and
(C) “Expenses” includes, without limitation, all attorneys’ fees, costs, and any other
expenses reasonably incurred in the defense of any claims or proceedings
against an Agent by reason of his or her position or relationship as Agent and all
attorneys’ fees, costs, and other expenses reasonably incurred in establishing a
right to indemnification under this Article 15.
SECTION 2. APPLICABILITY OF INDEMNIFICATION PROVISIONS
(A) Successful Defense of Agent - To the extent that an Agent has been successful
on the merits in the defense of any proceeding referred to in this Article 15, or in
the defense of any claim, issue, or matter therein, the Agent shall be indemnified
against expenses actually and reasonably incurred by the Agent in connection
with the claim.
(B) Settlement or Unsuccessful Defense by Agent – If an Agent either settles any
proceeding referred to in this Article 15, or any claim, issue, or matter therein, or
sustains a judgment rendered against him, then the provisions of Section 3
through Section 6 of Article 15 shall determine whether the Agent is entitled to
indemnification.
SECTION 3. ACTIONS BROUGHT BY PERSONS OTHER THAN THE
CORPORATION
This Section applies to any proceeding other than an action “by or on behalf of the
corporation” as defined in Section 4 below. Such proceedings that are not brought by or
on behalf of the Corporation are referred to in this Section as “Third Party proceedings.”
(A) Scope of Indemnification in Third Party Proceedings. Subject to the required
findings to be made pursuant to Section 3(C), the Corporation [may OR shall]
indemnify any person who was or is a party, or is threatened to be made a party,
to any Third Party proceeding, by reason of the fact that such person is or was
an Agent, for all expenses, judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with the proceeding.
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(B) Any indemnification granted to an Agent in Section 3(A) above is conditioned on
the following. The Board must determine, in the manner provided in Section 5,
that the Agent seeking reimbursement acted in good faith, in a manner he or she
reasonably believed to be in the best interest of the Corporation, and, in the case
of a criminal proceeding, he or she must have had no reasonable cause to
believe that his or her conduct was unlawful. The termination of any proceeding
by judgment, order, settlement, conviction, or on a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the person did not act in
good faith or in a manner he or she reasonably believed to be in the best interest
of the Corporation or that he or she had reasonable cause to believe that his or
her conduct was unlawful.
SECTION 4. ACTION BROUGHT BY OR ON BEHALF OF THE CORPORATION
This Section applies to any proceeding brought (i) by or in the right of the Corporation,
or (ii) by an Officer, Director or person granted relator status by the Attorney General, or
by the Attorney General, on the ground that the defendant Director was or is engaging
in self-dealing within the meaning of section 5233 of the California Nonprofit Corporation
Law, or (iii) by the Attorney General or person granted relator status by the Attorney
General for any breach of duty relating to assets held in charitable trust (any such
proceeding is referred to in these Bylaws as a proceeding “by or on behalf of the
Corporation”).
(A) Scope of Indemnification in Proceeding By or On Behalf Of the Corporation -
Subject to the required findings to be made pursuant to Section 4B, and except
as provided in Sections 4C and 4D, the Corporation may indemnify any person
who was or is a party, or is threatened to be made a party, to any proceeding by
or on behalf of the Corporation, by reason of the fact that such person is or was
an Agent, for all expenses actually and reasonably incurred in connection with
the defense or settlement of such action.
(B) Required Standard of Conduct for Indemnification in Proceeding By or On Behalf
Of the Corporation - Any indemnification granted to an Agent in Section 4A is
conditioned on the following. The Board must determine, in the manner provided
in Section 5, that the Agent seeking reimbursement acted in good faith, in a
manner he or she believed to be in the best interest of the Corporation and with
such care, including reasonable inquiry, as an ordinarily prudent person in a like
position would use under similar circumstances.
(C) Claims Settled Out of Court - If any Agent settles or otherwise disposes of a
threatened or pending action brought by or on behalf of the Corporation, with or
without court approval, the Agent shall receive no indemnification for amounts
paid pursuant to the terms of the settlement or other disposition. Also, in cases
settled or otherwise disposed of without court approval, the Agent shall receive
no indemnification for expenses reasonably incurred in defending against the
proceeding, unless the proceeding is settled with the approval of the Attorney
General.
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(D) Claims and Suits Awarded Against Agent - If any Agent is adjudged to be liable
to the Corporation in the performance of the Agent’s duty to the Corporation, the
Agent shall receive no indemnification for amounts paid pursuant to the
judgment, and any indemnification of such Agent under Section 4A for expenses
actually and reasonably incurred in connection with the defense of that action
shall be made only if both of the following conditions are met:
(a) The determination of good faith conduct required by Section 4B must be
made in the manner provided for in Section 5; and
(b) Upon application, the court in which the action was brought must
determine that, in view of all of the circumstances of the case, the Agent is
fairly and reasonably entitled to indemnity for the expenses incurred. If the
Agent is found to be so entitled, the court shall determine the appropriate
amount of expenses to be reimbursed.
SECTION 5. DETERMINATION OF AGENT’S GOOD FAITH CONDUCT
The indemnification granted to an Agent in Section 3 and Section 4 is conditioned on
the findings required by those Sections being made by:
(A) the Board by a majority vote of a quorum consisting of Directors who are not
parties to the proceeding; or
(B) the court in which the proceeding is or was pending. Such determination may be
made on application brought by the Corporation or the Agent or the attorney or
other person rendering a defense to the Agent, whether or not the application by
the Agent, attorney, or other person is opposed by the Corporation.
SECTION 6. LIMITATIONS
No indemnification or advance shall be made under this Article 15, except as provided
in Section 2 A or Section 5 B, in any circumstances when it appears:
(A) that the indemnification or advance would be inconsistent with a provision of the
Articles of Incorporation, as amended, or an agreement in effect at the time of the
accrual of the alleged cause of action asserted in the proceeding in which the
expenses were incurred or other amounts were paid, which prohibits or otherwise
limits indemnification; or
(B) that the indemnification would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
SECTION 7. ADVANCE OF EXPENSES
Expenses incurred in defending any proceeding may be advanced by the Corporation
before the final disposition of the proceeding on receipt of an undertaking by or on
behalf of the Agent to repay the amount of the advance unless it is determined
ultimately that the Agent is entitled to be indemnified as authorized in this Article 15.
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SECTION 8. CONTRACTUAL RIGHTS OF NON-DIRECTORS AND NON-OFFICERS
Nothing contained in this Article 15 shall affect any right to indemnification to which
persons other than Directors and Officers of the Corporation, or any of its subsidiaries,
may be entitled by contract or otherwise.
SECTION 9. INSURANCE
The Board may adopt a resolution authorizing the purchase and maintenance of
insurance on behalf of any Agent, as defined in this Article 15, against any liability
asserted against or incurred by any 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 the liability under the provisions of this Article 15.
C O MMUN IT Y HE R ITAG E E D UC AT IO N F O UN D AT ION AG E N D A S TAF F R E P ORT
Agenda Item #5.
Meeting Date: Dec emb er 12, 2018
Dis c ussion Item
To: Bo ard of Direc tors
F rom: C hief Exec utive O fficer
Subject: Appoint Memb ers to P ublic C ommittee
R E C O MME N D AT IO N:
S taff rec o mmend s that the Bo ard of Direc tors ap p o int members to the C ommunity Heritage and Ed uc ation
F oundation P ub lic C ommittee.
B AC KGR O UN D / AN ALYS IS :
New oppo rtunities for enhanced community engagement has been a c ommo n to p ic fo r d is cus s ion as Dis tric t
s taff b uild relatio nship s within o ur s ervice area. O ver the p as t year, the G eneral Manager/C E O , C hairman
C arrillo , and other memb ers of s taff have been meeting with a gro up of community-minded citizens to disc us s
the c reation of a non-p ro fit fo und atio n to pres erve and protec t loc al his tory and provid e a multi-functio nal events
center availab le to the c o mmunity, res ulting in the c reation o f the C ommunity Heritage and Educatio n F oundatio n
(C HEF ).
T he p urp o s e o f the c o mmittee will be to disc uss and rec o mmend p res ent and future p ro jec ts to the Bo ard to
ed uc ate the public about the soc ial and agric ultural his tory of the S an Bernard ino area and ins till civic p rid e in the
community. T his fo rum allo ws fo r d is cus sions and feed b ack from the pub lic p rio r to any majo r ac tions b y
C HE F.
T he c o mmittee s hall be c o mp ris ed o f at leas t s even (7) members, inc luding: the C hief Executive O ffic er, the
S ecretary, Treasurer, a rep res entative fro m the Board of Directo rs and four (4) memb ers of the pub lic. T he
Board o f Directo rs has the authority to inc rease the numb er of p ublic community members in the C o mmittee.
S taff is rec o mmend ing the Board ap p o int the c urrent s late o f c o mmunity memb ers that have b een attend ing thes e
meetings whic h inc lud es :
Jim C imino
Dennis Jo hnson
Wayne Brown
Jim Imbiors ki
Jody S c o tt
Jim Nunn
C harles Kiel
R on Arnott
P enny Lilburn
R ecommended b y:
Jo hn Mura
C hief Executive O ffic er
R E VIE W B Y O T HE R S :
T his agenda item has been reviewed by the Ad minis tratio n Dep artment.
F IS C AL IMPAC T
T here is no fis cal impac t as s o c iated with this agend a item.