APIC1985-1 APIC
RESOLUTION NO. 85-I
A RESOLUTION ADOPTING BYLAWS
ANAHEIM PUBLIC IMPROVEMENT CORPORATION
RESOLVED, by the Board of Directors of the Anaheim Public Improvement
Corporation, Orange County, California, that the Bylaws of Anaheim Public
Improvement Corporation, in form hereto attached and herein incorporated by
th~s reference, are hereby adopted and approved and shall stand as the Bylaws
of th~s Corporation, until valid amendment thereof.
I hereby certify that the foregoing ~s a full, true and correct copy of
a resolution duly passed and adopted by the Board of D~rectors of Anaheim
Public Improvement Corporation, Orange County, California, at a meeting
thereof duly held on the 5th day of February , ]985, by the
following vote of the Directors thereof:
AYES, and in favor thereof, D~rectors' Pickler, Overholt and Roth
NOES, D~rectors: None
ABSENT, D~rectors: None
VACANCIES; ~wo
Secretary
BYLAWS
OF
ANAHEIM PUBLIC IMPROVEMENT CORPORATION
ARTICLE I
Offices and Seal
Section 1. Offices. The principal office for the transaction of
business of the Corporation shall be 200 South Anaheim Boulevard, Anaheim,
California. The Board of Directors may, however, fix and change from time to
time the principal office from one location to another within Orange County by
noting the change of address in the minutes of the meeting of the Board of
Directors at which the address was fixed or changed. The fixing or changing
of such address shall not be deemed an amendment to these Bylaws.
Section 2. Seal. The Corporation shall have a seal, consisting of two
(2) concentric circles with the words "Anaheim Public Improvement
Corporation", with the date of incorporation of this Corporation.
Section 1. Members.
ARTICLE II
Membership
The Corporation shall not have members.
ARTICLE III
Directors
Section 1. Powers. Subject to the limitations of the Articles of
Incorporation of the Corporation, the terms of these Bylaws, and the laws of
the State of California, the powers of the Corporation shall be vested in and
exercised by and its property controlled and its affairs conducted by the
Board of Directors.
Section 2. Number. The Corporation shall have five (5) Directors who
are collectively to be known as the Board of Directors. The number of
Directors may be changed by a Bylaw or amendment thereof duly adopted by the
Board of Directors.
Section 3. Election, (lualification, Tenure of Office and Vacancies.
Directors named in the Articles of Incorporation as the incorporators and the
initial board of directors shall serve until the first meeting of Directors.
At their first meeting, the incorporators and initial board of directors shall
elect Directors for the Corporation. No Director elected or appointed shall
be deemed to be qualified for the office of Director unless such Director (i)
is a member of the City Council of the City of Anaheim and (ii) accepts the
position of Director by notice in writing delivered to the Secretary of the
Cor por a t i on.
The term of office of each Director shall be coterminous with the term
of office of said Director as a member of the City Council of the City of
Anaheim. Successor Directors shall be elected by the Directors of the
Corporation at the annual meeting held at or about the time of the expiration
of the term of office of the predecessor Directors.
If the office of any Director becomes vacant prior to the expiration of
the term of office, the remaining Directors in office shall, by majority vote,
elect a person to fill such vacancy who shall be qualified for the office of
Director in the manner referenced in the first paragraph of this Section and
who shall hold office for the unexpired term and until the election and
qualification of his successor. Persons elected to the office of Director
under this paragraph shall serve for such time as they would have been
required to serve if they had been originally elected pursuant to the
paragraph preceding this paragraph.
Section 4. Voting. Voting at meetings may be by voice or by ballot.
Section 5. Compensation. Directors shall serve without compensation
but each Director may be reimbursed his necessary and actual expenses,
including travel incident to his services as Director. Any Director may
elect, however, to decline said reimbursement.
Section 6. Annual Meetings. The annual meeting of the Board of
Directors shall be held on the first Tuesday in February of each year at the
hour of 10:00 p.m., or at such time as the Board of Directors may from time to
time determine, for the purpose of electing Directors and for the transaction
of such other bus~ness as may properly come before the meeting.
Should said day fall upon a legal holiday, the annual meeting shall be
held on the next business day thereafter at the same hour and place.
During any annual meetlng at which Directors shall have been elected,
the Directors shall act for the purpose of organizing the Board, the election
of officers and the transaction of such business as may come before the
meeting.
In the event such organizational actions shall not be taken at such
annual meeting, they shall thereafter be taken at the next meeting of the
Board of Directors of which notice thereof shall have been given In the manner
provided In these Bylaws.
Section 7. Regular and Organizational Meeting~. The annual meeting of
the Board of Directors shall constitute a regular meeting of the Board of
Directors. In addition, the Board of Directors may establish such other
regular meetings to be held at such time as the Board may fix by resolution
from time to time, and if any day so fixed shall fall upon a legal holiday,
then, upon the next succeeding business day at the same hour. No notice of
any regular meeting of the Board of Directors need be given to the Directors.
Notice of adjourned regular and special meetings of the Board of
Directors shall be provided, and said meetings, as well as regular meetings,
shall be called and conducted, as required by Chapter 9 (commencing with
Section 54950) of Part l, Division 2, Title 5 of the California Government
Code (being the Ralph M. Brown Act). Copies of all notices, waivers, consents
or approvals shall be filed with the corporate records and made a part of the
minutes of the meeting.
Section 8. Quorum. A quorum shall consist of a majority of the members
of the Board of Directors, namely three members so long as these Bylaws
provide for a Board of Directors of five members, unless a greater number is
expressly required by statute, by the Articles of this Corporation, or by
these Bylaws. Every act or decision done or made by a majority of the
Directors present at a meeting duly held at which a quorum is present, shall
be the act of the Board of Directors.
Section 9. Resignation and Removal of Directors. Any Director of this
Corporation may resign at any time by giving written notice to the President
or to the Board of Directors. Such resignation shall take effect at the time
specified therein, and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective. Any Director
may be removed by the Directors at any annual or other meeting of the
Directors properly noticed. Grounds for removal of a Director shall be the
commission of any act which tends to discredit this Corporation, provided,
however, no Director shall be removed so long as such Director is a member of
the City Council of the City of Anaheim, California.
Section 10. Nonliability for Debts. The private property of the
Directors shall be exempt from execution or other liability for any debts,
liabilities or obligations of the Corporation and no Director shall be liable
or responsible for any debts, liabilities or obligations of the Corporation.
Section 11. Property Interest of Directors. No Director of the
corporation shall have any right, title or interest in or to any property or
assets of the Corporation either prior to or at the time of any liquidation or
dissolution of the Corporation, all of which properties and assets shall at
the time of any liquidation or dissolution vest in the City of Anaheim,
California, as provided in the Articles of Incorporation of the Corporation.
Section 12. Indemnity by Corporation for Litigation Expenses of
Officers, Directors or Employees. Should any Director, officer or employee of
the Corporation be sued, either alone or with others, because he is or was a
director, officer or employee of the Corporation, in any proceeding arising
out of his alleged misfeasance or nonfeasance in the performance of his duties
or out of any alleged wrongful act against the Corporation or by the
Corporation, indemnity for his reasonable expenses, including attorneys' fees
incurred in the defense of the proceedings, judgments, fines and settlements
may be assessed against the Corporation, its receiver, or its director by the
court in the same or a separate proceeding if (1) the person sued is
successful in whole or in part, or the proceeding against him is settled with
the approval of the court, or (2) the court finds that he acted in good faith
and in a manner which he reasonably believed to be in the best interests of
the Corporation and, in the case of a criminal proceeding, had no reasonable
cause to believe that his conduct was unlawful. The amount of such indemnity
shall be so much of the expenses, including attorneys' fees, incurred in the
defense of the proceeding, as the court determines and finds to be reasonable.
ARTICLE IV
Officers
Section 1. Officers. The officers of the corporation shall be a
President, a Vice President, a Secretary, a Treasurer, and such other officers
as the Board of Directors may appoint. The President and the Vice President
shall be members of the Board of Directors of the Corporation. When the
duties do not conflict, one person, other than the President, may hold more
than one of these offices.
The President and Vice President of the Corporation shall be elected
annually by the Board of Directors. The Secretary and Treasurer of the
Corporation shall be appointed annually by the Board of Directors. The
President, Vice President, Secretary and Treasurer shall each hold office
until the next annual meeting of the Board of Directors or until the election
or appointment of a successor, whether earlier or later than the next annual
meeting of the Board of Directors.
Section 2. Subordinate Officers. The Board of Directors may appoint or
authorize the appointment of such other officers than those hereinabove
mentioned as the business of the corporation may require, each of whom shall
hold office for such period, have such authority and perform such duties as
are provided in these Bylaws, or as the Board of Directors from time to time
may authorize or determine.
Section 3. Removal of Officers. Any officer may be removed, either
with or without cause, by a majority of the Directors then in office at any
meeting of the Board properly noticed, or, except in the case of an officer
chosen by the Board of Directors, by any officers upon whom such power of
removal may be conferred by the Board of Directors. Should a vacancy occur in
any office as a result of death, resignation, removal, disqualification or any
other cause, the Board of Directors may delegate the powers and duties of such
office to any officers or to any Directors until such time as a successor for
said office has been elected and appointed.
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Section 4. President. The President shall be the chief corporate
officer of the Corporation and shall, subject to the control of the Board of
Directors, have general supervision, direction, and control of the business
and officers of the Corporation. He shall preside at all meetings of the
Board of Directors. He shall be ex-officio member of all standing committees,
including the Executive Committee, and shall have the general powers and
duties of management usually vested in the office of President of a
corporation and shall have such other powers and duties as may be prescribed
by the Board of Directors or by these Bylaws.
Section 5. Vice President. In the absence or disability of the
President, the Vice President shall perform all the duties of the President
and when so acting shall have all the powers of and be subject to all of the
restrictions upon the President. The Vice President shall have such other
powers and perform such other duties as may from time to time be prescribed
for them, respectively, by the Board of Directors or by these Bylaws.
Section 6. Secretary. The Secretary shall keep or cause to be kept at
the principal office or at such other place as the Board of Directors may
order a book of minutes, of all meetings of the Directors, with the time and
place of holding, whether regular or special, and if special, how authorized,
the notice thereof given, the names of those present at Directors' meetings,
and the proceedings thereof. The Secretary shall give or cause to be given
notice of all meetings of the Board of Directors of the Corporation, shall
keep the corporate records in safe custody and shall have such other powers
and perform such other duties as may be prescribed by the Board of Directors
or these Bylaws.
Section 7. Treasurer. The Treasurer shall keep and maintain or cause
to be kept or maintained adequate and correct accounts of the properties and
business transactions of the Corporation, including accounts of its assets,
liabilities, receipts, d~sbursements, gains and losses. The books of account
shall at all times be open to inspection by any Director. The Treasurer shall
deposit all moneys and other valuables in the name and to the credit of the
Corporation in such depositories as may be designated by the Directors. The
Treasurer shall disburse the funds of the Corporation as shall be ordered by
the Board of Directors, shall render to the President and the Directors
whenever they shall request it, an account of all of his transactions as
Treasurer and of the f~nancial condition of the Corporation, shall take proper
vouchers for all disbursements of the funds of the Corporation, and shall have
such other powers and perform such other duties as may be prescribed by the
Board of Directors or by these Bylaws.
ARTICLE V
Objects and Purposes
Section 1. Nature of Objects and Purposes. The business of this
Corporation is to be operated and conducted in the promotion of its objects
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and purposes as set forth in Article II of its Articles of Incorporation.
Section 2. Distribution of Assets During Continuance of Corporation.
During the continuance of this Corporation, it may distribute any of its
assets in accordance with Article VII(a) of its Articles of Incorporation.
Section 3. Dissolution. The Corporation may be dissolved by the vote
of a majority of all the members of the Board, provided, however, that no
proposed dissolution shall become effective if such action is disapproved by
the City Council of the City of Anaheim, California, within 30 days of receipt
by that City Council of notice of such proposed action. Upon the dissolution
or winding up of this Corporation, its assets remaining after payment of, or
provision made for the payment of, all debts and liabilities of this
Corporation, shall be distributed in accordance with Article VII(b) of the
Articles of Incorporation of the Corporation.
Section 4. Merger. The Corporation may merge with other corporations
organized solely for nonprofit purposes, qualified and exempt from State
taxation and from Federal taxation pursuant to Section 501(c)(3) or Section
501(c)(4) of the Internal Revenue Code of 1954, as amended, upon compliance
with the provisions of California law relating to merger and consolidation,
provided, however, that no proposed merger shall become effective if such
action is disapproved by the City Council of the City of Anaheim, California,
within 30 days of receipt by that City Council of notice of such proposed
action.
ARTICLE VI
General Provisions
Section 1. Voting Shares. The Corporation may vote any and all shares
held by it in any other corporation by such officer, agent or proxy as the
Board of Directors may appoint, or in default of any such appointment, by its
President or by any Vice President and, in such case, such officers or any of
them, may likewise appoint a proxy to vote said shares.
Section 2. Payment of Money, Signatures. All checks, drafts or other
orders for payment of money, notes or other evidences of indebtedness issued
in the name of or payable to the Corporation and any and all securities owned
by or held by the Corporation requiring signature for transfer shall be signed
or endorsed by such person or persons and in such manner as from time to time
shall be determined by the Board of Directors.
Section 3. Execution of Contracts. The Board of Directors, except as
in the Bylaws otherwise provided, may authorize any officer or officers, agent
or agents, to enter into any contract or execute any contract or execute any
instrument in the name of and on behalf of the Corporation and such authority
may be general or confined to specific instances and unless so authorized by
the Board of Directors, 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 for any purpose or in any amount.
Section 4. Fiscal Year. The fiscal year of the Corporation shall
commence on the first day of July of each year and shall end on the last day
of June of the next succeeding year.
Section 5. Annual Audit. The affairs and financial condition of the
Corporation shall be audited as considered necessary or desirable by the Board
of Directors.
ARTICLE VII
Exempt Activities
Section 1. Exempt Activities. Notwithstanding any other provisions of
these Bylaws, no Director, officer, employee, or representative of this
Corporation shall take any action or carry on any activity by or on behalf of
the Corporation not permitted to be taken or carried on by an organization
exempt under Section 501(c)(3) or Section 501(c)(4) of the Internal Revenue
Code of 1954, as amended, and its Regulations as they now exist or as they may
hereafter be amended.
ARTICLE X
Amendment to Bylaws
Section 1. A~endment to Bylaws, These
majority vote of the Board of Directors.
Bylaws may be amended by
ADOPTED by the Board
Corporation on February 5
of Directors of Anaheim Public Improvement
· 1985.
Secretary
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CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting Secretary of Anaheim
Public Improvement Corporation, a California nonprofit public benefit
corporation; and
2. That the foregoing Bylaws, comprising 7 pages, constitute a
full, true and correct copy of the Bylaws of said Corporation in full force
and effect as of the date hereof.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 5th day
of February , ]985.
Secretary
ARTICLES OF INCORPORATION
ANAHEIM PUBLIC IMPROVEMENT CORPORATION
The name of this Corporation is Anaheim Public Improvement Corporation.
.II.
(al This Corporation is a nonprofit public benefit corporation and is
not organized for the private gain of any person. It is organized under the
Nonprofit Public Benefit Corporation Law for public purposes.
(bi The specific and primary purposes of this Corporation are:
1. To render assistance to the City of Anaheim, California, a
political subdivision of the State of California, (herein sometimes
referred to as "City") by financing, acquiring, constructing, improving,
leasing and selling buildings, building improvements, equipment,
electrical, water, sewer and other public improvements, lands, and any
other real or personal property for the benefit of residents of the
City, and surrounding areas.
2. To acquire by lease, purchase or otherwise real or personal
property or any interest therein; to construct, reconstruct, modify, add
to, improve or otherwise acquire or equip buildings, structures or
improvements and (by sale, lease, sublease, leaseback, gift or
otherwise) make any part or all of any such real or personal property
available to or for the benefit of the public, the City or any one or
more departments, commissions or agencies of the City.
3. TO promote the common good and general welfare of the City of
Anaheim, California, and the inhabitants and commercial, industrial or
other enterprises in the City and the surrounding territories by
providing the real and personal property as hereinabove described.
4. To borrow or otherwise arrange for the necessary funds to pay
the cost of financing, acquiring, constructing, replacing, establishing,
improving, maintaining, equipping and operating properties and
facilities for the herein described purposes, any indebtedness for which
may, but need not, be evidenced by securities or obligations of the
Corporation of any kind or character issued at any one or more times,
which may be either unsecured or secured by any mortgage, trust deed,
pledge, encumbrance or other lien upon any part or all of any properties
and assets at any time then or thereafter owned, leased or acquired by
this Corporation.
5. To receive limited or conditional gifts or grants in trust,
inter vivos, or by way of testamentary devises, bequests or grants in
trust, or otherwise, funds of all kinds including property, both real,
personal and mixed, whether principal or income, tangible or intangible,
present or future, vested or contingent, in order to carry on the
purposes of the Corporation.
III.
The name and address in the State of California of this Corporation's
initial agent for service of process is:
Leonora N. Sohl, City Clerk, City of Anaheim, 200 South Anaheim
Boulevard, Anaheim, California 92805
IV.
(al This Corporation is organized and operated exclusively for social
welfare purposes within the meaning of Section 501(c)(4) of the Internal
Revenue Code.
(bi Notwithstanding any other provision of these Articles, the
Corporation shall not carry on any other activities not permitted to be
carried on by a Corporation exempt from federal income tax under Section
501(c)(4) of the Internal Revenue Code.
The property of this Corporation is irrevocably dedicated to social
welfare purposes and no part of the net income or assets of this Corporation
shall ever inure to the benefit of any director, officer or member thereof or
to the benefit of any private person.
VI.
No substantial part of the activities of this Corporation shall consist
of carrying on propaganda, or otherwise attempting to influence legislation,
and the Corporation shall not participate or intervene in any political
campaign (including the publishing or distribution of statements) on behalf of
any candidate for political office.
VII.
(a) During the continuance of this Corporation, it may distribute any
of its assets to the City of Anaheim, California. If for any reason the City
is unable or unwilling to accept the assets of the Corporation, said assets
will be distributed to the United States of America, the State of California,
or any political subdivision thereof, to a nonprofit fund, foundation or
corporation which is organized and operated exclusively for charitable or
social welfare purposes and which has established its tax-exempt status under
Section 501(c)(3) or 501(c)(4) of the Internal Revenue Code of 1954, as
amended.
(b) Upon the dissolution or winding up of this Corporation, its assets
remaining after payment of, or provision made for the payment of, all debts
and liabilities of this Corporation, shall be distributed to the City of
Anaheim, California. If for any reason the City of Anaheim is unable or
unwilling to accept the assets of the Corporation, said assets will be
distributed to the United States of America, the State of California, or any
political subdivision thereof, or to a nonprofit fund, foundation or
corporation which is organized and operated exclusively for charitable or
social welfare purposes and which has established its tax-exempt status under
Section 501(c)(3) or 501(c)(4) of the Internal Revenue Code of 1954, as
amended.
IN WITNESS WHEREOF, the unOersigned, being the incorporators and initial
board of directors of this Corporation have executed these Articles of
Incorporation, this 12~n'~ day of ~u~^~v, 1985.
~ONALD R. ROTH /., '~' /:.~
E. LLENELLYN OVERHOLT, rjR. ' --
Ne hereby declare that we are the persons who executed the foregoing
Articles of Incorporation, which execution is our act and deed.
DONALD R. ~OTH ~ .--. ~ .,
E. LLENELLYN OVERHOLT, SR.
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