78-554
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RESOLUTION NO. 78R- 554
A RESOL!!1~ON OF. TItE CITY COUNCIL OF THE CITY
OF AN~1f!1. APPROVJ1NG THE ARTICLES OF INCORPORA-
TIONAND ,BY-LAWS, OF. THE CURRENT FINANCING
. PLAN OF. lAND THE ISSUANCE OF BONDS BY.. CITY .
OF ANAHE:qK (CALIFORNIA) STADIUM, INC. .
WHEREAS, i4ertain real property situated in the City
of Anaheim (the "C~~y,,) has been leased to City of Anaheim
(Californio?-) Stad~,..,' Inc. (the. "corpor, ation") a,s the.sit,e .
for a stad~um des3- ed for publ~c assembly. The Corporation
has been formed fothe purpose of acting for and on behalf
of and. assisting tH$City in constructing said stadium. and
the Corporation ha~1.111dertaken and completed the construction
of said stadium and certain appurtenant facilities, said
stadium being gene~lly known as the Anaheim Stadium; and
WHEREAS, ::t:1heCorporation has not made ,and does not
intend to make, an}'! profit by reason of any business or veriture
in which it may en~ge or by reason of the construction or,
operation of said ~adium for and on behalf of the City, no
part of the Corpor*ion's net earnings, _if any, will ever inure
to the benefit of ~y person except the City. and the Corporation's
sole purpose for eJ!jj.stence is to enable public-spirited citizens
to proviae said stadium as a municipal improvement; and
WHEREAS,tiheCorporation is organized as a nonprofit
corporation under tlhelawsof the State of California as provided
in the Ai"ticles of '1ncorporation of the Corporation. and has
adopted By-Laws pu~uant to the Gerieral Nonprofit Corporation
Law of the State of California; and
WHEREAS, :the Corporation has presently outstandi~g
an issue of revenuej'bonds. being City of Anaheim (California)
Stadium. Inc. Lease!-'Rental Bonds, in the original aggregate
pfincipal amount o:eTwenty-OneMil1ion Five Hundred Thousand
Dollars ($21,500,000.00) (the "1964 Bonds"'); and
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WHEREAS, :~heCorporation has adopted a plan of
financing (the "Finjancing Plan") by which it has .determined to
refund the 1964 Bonjdsby authorizing and providing for the
issuance and sale o!f bonds of the Corporation, consisting of
Lease Rerital Bonds, designated "City of Anaheim (California)
Stadium, Inc. LeaSIe Rental Bonds, 1978 Refunding Series" in
an ag*rega te princ~al amount not exceeding $12 ..000 ,000 .00,
(the 'Refunding BonPs") and Special Obligation Bonds, designated
"City of Anaheim (qalifornia) Stadium. Inc. Special Obligation
~efunding Bonds (19178)" in an .aggregate principal amount
not exceeding' $13, SpO, 000.00 (the "Special Boncls") to the public
by a negotiated undjerwriting. The Refunding Bonds are to be
payable from, primat.ily, revenues of the Corporation under the
Facility Lease here!tofore approved
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in Ordinance No. 38p2. The Financing Plan is more fully described
in Exhibit "All attae:hed hereto; and
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WHEREAS, ~pcident to the Financing Plan, the Corpora-
tion has authorized[Crocker National Bank, as trustee under the
Escrow Deposit Agre~~ent, to act on behalf of the Corporation
in making applicatit>n for and in purchasing United States
Treasury Certificat~s of Indebtedness, Notes and Bonds - State
and Local Governmen~ Series (such application and purchasing
being herein called'the IISubscription"). Such United States
Treasury securitiesl~ill be held in trust pursuant to such
Escrow DepositAgre~~ent.
NOW, THEREFORE, BE IT RESOLVED by the City Council
of the City of Anah~lim as follows: .
1. The ~ticles of Incorporation of the Corporation,
attached as Exhibit "B" hereto, as such Articles are proposed
to be amended as sp~cified in a draft of a Certificate of
Amendment, attached as Exhibit"C" hereto, are satisfactory and
the same are hereby approved.
2. The Bjy-Laws of the Corporation, attached as
Exhibit "D" hereto,itogetherwith the amendment to' such By-Laws,
attached as Exhibitt"E" hereto, are satisfactory and the same
are hereby approved.
3. The Financing Plan adopted by the Corporation is
satisfactory andi& hereby approved.
4. The ~~suanceand sale by the Corporation of the
Refunding Bonds and 'the Special Bonds is satisfactory and is
hereby approved.
s. The ~at of the Corporation in authorizing Crocker
National Bank to adt on its behalf in connection with the
Subscription, and ~11 actions by Crocker National Bank pursuant
to suchauthorizat~on, are satisfactory and are hereby approved.
THE FOREGOING RESOLUTION is approved and adopted by
the City Council of the City of Anaheim this 29th day of
August , 1978.
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ATTEST:
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STATE OF CALIFORNIA )
COUNTY OF ORANGE ) S8.
CITY OF ANAHEIM )
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I, LINDA D. ROBER.TS, City C1~. k of the City of Anaheim, do hereby certify that
the f,oregoing Resolution No.. 78R-554 was introduced and adopted at a regular
meeting provided by law, of, e City Council of the City of Anaheim held on
the 29th day of August, 1978, by the following vote of the members thereof:
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AYES:
COUNCIL MEMBERS:
orerho1t, Kaywood, Kott, Roth and Seymour
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NOES:
COUNCIL MEMBERS:
ABSENT:
COUNCIL MEMBERS:
AND I FURTHER CERTIFY that t e Mayor of the City of Anaheim signed said
Resolution No. 78R-554 on th 29th day of August, 1978.
IN WITlESS WHEREOF, I have h reunto set my hand and affixed the seal of the
City of Anaheim this 29th da of August, 1978.
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CITY ERK OF mE CITY ANAHEIM
(SEAL)
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I, LINDA D. ROBERTS, City C1trk of the City of Anaheim,
the foregoing is the origina of Resolution No. 78R-554
by the Anaheim City Council n August 29, 1978.
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do hereby certify that
duly passed and adopted
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CITY CLERK
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EXHIBIT "A"
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The Refun ing Bonds are to be issued pursuant to an
Indenture by and be ween the Corporation and Crocker National
Bank, as Trustee (t e "Trustee"), dated as of August 31, 1978
(the "Indenture:t), nd secured by certain revenues assigned to
the Trustee pursuan to the Indenture, particularly rentals
payable by the City to the Corporation pursuant to a certain
lease of the Anahei Stadium dated as of August 31, 1978 between
the City, as lessee and the Corporation, as lessor. The City
operates the Stadiu. Additional bonds and refunding bonds on
a parity with the R~funding Bonds may be issued under the Indenture.
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The RefUn~ing Bonds and the Special Bonds are being
issued for the purp se of refunding certain lease-rental bonds
of the Corporation ,the Jl1964 Bonds") issued in the aggregate
principal amount of $21,500,000 for the purpose of acquiring,
constructing and co pleting the Stadium. Such acquisition,
construction and co pletion of the Stadium has been accomplished.
Approximately $16,4 5,000 of the 1964 Bonds now remain out-
standing. The 1964 Bonds are payable from revenues of the
Corporation, includ ng certain amounts payable by the City to
the Corporation as entals of the Stadium. The indenture
under which the 196 Bonds were issued contains provisions
restricting the abi ity of the Corporation to construct and
finance additions, eplacements and improvements to the Stadium.
The Corporation hasjdetermined to effect the discharge of such
restrictions so as to enable it to finance such future additions,
replacements and im.~., rovementsto the Stadium as may be hereafter
undertaken by the Crporation. By depositing certain of the
proceeds of the Ref nding Bonds and the Special Bonds and other
funds (as discussed below) with the trustee under such indenture
in accordance with ihe refunding plan, the discharge of such
restrictive provisi ns, as well as the cancellation of the
lien of the 1964 Bo ds on the revenues of the Corporation, will
be accomplished und r the existing provisions of the Internal
Revenue Code and re ulations thereunder without any significant
cost to the Corpora ion.
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Concurren ly with the issuance of the Refunding Bonds,
the Corporation wil issue the Special Bonds, the proceeds of
sale of which will e used with the proceeds of sale of the
Refunding Bonds and other available moneys to refund the 1964
Bonds. The Refundi g Bonds will be payable from the revenues
of the Corporation nd will not be secured by or payable from
the fund pledged to, the payment of the 1964 Bonds and the
Special Bonds, name~y, the Escrow Fund described below. All
the Refunding Bonds I and all the Special Bonds will be issued and
sold if any of suchibonds are issued and sold. ,
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EXH'BIT A
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Certain
Bonds and, to the
of the Special Bon
in a special trust
for the 1964 Bonds
tions of the Unite
ally guaranteed by
market purchases a
Treasury (collecti
Fund is to be crea
"Escrow Deposit Ag
and the trustee fo
principal of the G
be sufficient to p
Bonds, when due.
Obligations will be
and the holders of
security interest i
by the interest pa
certain other avail
'f the proceeds from the sale of the Refunding
tent necessary, the proceeds from the sale
s and other available monies will be deposited
fund (the "Escrow Fund") with the trustee
nd will be used to purchase direct obliga-
States of America or obligations uncondition-
the United States of America through open
lor a direct purchase from the United States
1y, "Government Obligations"). The Escrow
d under an escrow deposit agreement (the
ement") to be executed by the Corporation
the 1964 Bonds, as trustee. The maturing
ernment Obligations in the Escrow Fund will
the principal and interest on the 1964
e maturing principal of the Government
pledged to the payment of the 1964 Bonds,
he Special Bonds will have no lien on or
such principal, but will be secured solely
b1e on the Government Obligations and
b1e monies.
Pursuant 0 the Escrow Deposit Agreement, the interest
earnings from such overnment Obligations (the "Special Revenues")
will be transferre , as received, from the Escrow Fund to the
Bond Fund for the S ecia1 Bonds held by Crocker National Bank,
as trustee under t indenture, dated as of August 31, 1978,
between it and the orporation with respect to the Special Bonds,
and applied to the ayment of the principal of and interest on
the Special Bonds 0 each principal and interest payment date.
The Special ReVenU!. together with certain other available
monies will be suff.cient to pay the principal of and interest
on the Special Bon] as such become due and payable.
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~ICLES ~~. !NCvRP0~ATION
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1 ANlHE"rM STA:>lUM, INC.
(I Nonrrorf!.-C::"porQ;.1'Cn)
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,,", ...,. r"'" - --.. ',", .
\.,..;..~..P.". J
K!-lC'" ALL Jo2N BY ~
PR.Z:SEN:".5 :
ed do hereby &ssoclate thecselves together
!'or the purpose ~orm:'ng a nonpror1 t corpcrat~orl under and
~-su~t to the Nonp:"oflt ~crporatlon Law of the State
o~ Cal1rorn~a (~1~ Divis10n 2. Part 1. of the Califorr.ta
Corporation5 Cod~) an~ do herebJ :ertlfy:
F~~ST: The n&me of this corporation 1. ~ANAHEIM
STADIUM, INC.n inafter called the "Corporet~"!'1").
SiCOND: spec1fIc ~,d pr1mary purpose for which the
Corporation 18 fe. d 11 to prC\v~de financial ass1stan~e to
~he City of Anahe~ , a pol1t~("al subdivision 0:" the State
of California, by constructIon
of public recreat1 grounds, IncludIng a colIseum or stadIum
or other or holdlr~ exhibItIons, dramatic spectacles,
sport1ng letlc contests. includIng baseball game..
and ror publ1c meet nga, convent1ons and public ass.mbly purpo....
Inc1dental tf and 1n order to carry out t~e foregoing
~~pose., the CorPOration s~al1 have L~d posle.s, subject to
the provhlon. of ttese Articles, all powe:"s now 0:" hereafter
conferred upon ~onptof1t corporat10ns by the la~s of the State
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or CalIfornia, 1nclt~,4lng, without 11~ltlng the generality of
the rorego1ng, ~he ~wer:
(a) To acqu~re. py pur~ha.e. exchange. leaae, g1ft.
40vl.e, boque.~ or otherwise, an4 to ho14, I.provo,
lea.e. IUbl.aa~t mortgage, tran.rer 1n trust. en:umber.
exchan&e, con".j, or otherw1.e deal 1n and w1 th and d1a-
EXHIBIT B
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~ose c~ real and ~r.onal propertYi
(b) To ass e ~~. ~bl~gatlons, e~ter lnto any
~ontracts and other In.:~ument. and d~ any and all
thing'! 1nd1e tal tc c:- e"~d:'ent ror the attaln-
=:ent of.' Hs c rperate purpo.e. or the 18suance and
sal~ o~' 1 ts
( c) To
Issue bond., debentures,
ev1dences of Indebtedne.s, and to
note. and
aecure the
nt or ~rformance of Ita oblIgatIon.
by pledge.
tgage, transrer in trust or otherwise;
and
(d) To
for any publlc purpose or
sald CIty
pro...~jed. however, hat the Corporatlon shall never engage
In ~~y buslnes. or ~tlvlty other than s~ch buslnes. or a~tIv-
Ities as ~~ be 1nc dental to and for the F~rpose of carrylng
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the prl~~ purtose for which the Corporat~on Is formed,
~~d on behalf 0 the City of AnaheIm.
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THIRD: The orporatlon 11 organIzed aa a nonprofit
ccrpo~a~lon, wI thou capltal stock, purs~ant to t~e Oeneral
Nonprof!t Corporatl n Law of the 3tate of CalIfornIa. No galns.
pror1~. or d1vld.nd~ ahall be distrIbuted to ~~ of the membera
of the Corporatlon,!and no ~:"t of t~e net earnings. runda 0:-
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all@ts o~ the corPO~atlon ahall Inur. to the benefit of ~ mem-
ber, pr1vate Ihareh~lder or 1ndIvidual or any ot~er person,
tIrm or corporation .~~ceptlng only the C1ty ot Anahe~.
PaTRTH: The. Inc1pal orrlce for the tranaact10n of
C("'>\Jnt y c~
the bullne.. of the t-orporat1Qn 11 located 1n the ()t1ty ](JCc
Grange r
. .~"" State of C.~'fom1a.
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~:P7H: :he r.~ber of dlre~tor. of the Corporat1on ahall bp.
~~f~~en (:,), until S~Ch n~ber shall be changed by an amend-
ment to these Artlcl~' or by a by-law adopted by the members;
prov1ded, however, t~at the num~r of d1rectors shall 1n n;)
.\'en~ ~ less thAn t~re. (3). The names and addresses o~ the
persons who are apPO~nted to a~t as the first d1rector. of the
CorporaUon, '.4..,tl1 t1e select10n of their successora, are a.
f~llowa: I
RC,NALD CASPERS
Nar..
Addresa
::) Vlca Plorch:e
Nc-'-"purt Beach, Call fO,..:11a
HOD:iEY "S'JD" CO LSO:;
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GLENN G. . Bti CKY"j. AI.. 1'ZRS
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EDir.'IN D. E'M'INO
S AY.!1 !::L a ::rm l::L
BERNARD JORDA!~
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STANLEY PA'~'SKr
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RALPH KISER
LOUIS OOHL
LON PEEK
",'ILLIAM PHILLIPS
HARf~ '! RI.:m
LEONARD SlW:IT'H
P'R ANX \'6SSEL
BURR WILL 1 AMS
2-4?4 \to'. Broadway
A..'1ane1r.J, Ca: 1 :"orr.:a
:0:4 Karen Place
A..,anelr." Cal1fornia
?351 Terraza Placp.
~~:lerton, Californ:a
::32 Pari< Avenue
;';.a;It~1ro I Ca.l :'crnla
2531 Waverly ~1ve
Newport Be~cn, Callforn1a
F.O. Box 3l)~
Olive. California
4;)3 North P1np
~.ahetm, Cal1forn:a
:t>461 Golden _est Avenue
h~;.tln;tor Bcach1 California
501 ~e8t ValleJ V1e~ Drive
Pullertvn, California
:317 fiayslde Drive
Ne~port Beac~, Ca:lrLrn~~
325 ~~8t Sy=~~re
k'1ahe~., California
~961 Kate::a Avenue
~s Al~~lt~s, Ca:l~cr~la
:;.: 1 l0i0!':':1 P0r-::J nA
~.:lert~n. Ca.:rornla
3 ::: :...c n'~ 0 n P 1 a ~ c
J...r.s.T.e11:, ea: l:"ornla
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SI\TH: Uwcn any ~1q'.J.lda~:,,:~. U~8~'_.u:~,-;: (.!' "~:l:~ng ..Ip
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3"~"~ payl:-'b ,':' ac('qub.:'c::. rrov1d1n,; (or
t!;'! ,1pt:! &.!1d ot:~lgaU.c:;s o!' t:1C COr"?orB~lon. the clr~:tors
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~:.d:: c:str1burelai.d tJ"'ans~er :11' :"':..E1l:'1:'t[; a~~ct! C':' the Cor-
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pera:"::r. :.... .,l.t: ~:ty vt AnAheir.:.
IN WITNES~ _'HEREOF, the ~der51t!-ned have e)(ecuted tnese
presc~ts th15~day of May, 1~(~.
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STATE OF CALI~INIA ~
a..
County of Ora,_
On th~a 12th day of Hay, 1964, ~fore me, Mae L.
Heitz, ~ NotA~ Public in and for the County of Orange, State
of California, aiding therein, duly comai.sioned and ~rn,
personally appe red RODNEY ''BuD'' COULSON, EDWIN D. mINGER,
SAMUEL GENDEL, ERHARD JORDAN, RALPH KISER, LOUIS NOHL,
STANLEY PAWLOWS I, LON PEEK, HARRY RINKER (signed '~rry S.
Rinker") t LE
SKInI, FRAJOC VESSELS t CLENN C. "BUCKY"
WALTERS (a1&ned "Clenn C. Walters") and BURR WILLIAMS, known
to me to be the persons whos. name. are subscribed to the
within inatruae t, and acknowledged to me that they executed
the aame.
State
IN WI
WHEREOF, I have hereunto set my hand and
I aeal at my office in the County of Orange,
the day and year in l.th certificate
affixed
first above writ en.
/ ~ c . r.
NdfARY- PUBLIC <- -,
in and for the County of Orange,
State of California
Mae L. Heitz
(Notarial Seal)
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STATE or CALIr~1A j
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County of OraHgel
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On thisj1Sth day of Hay, 1964, before me, Mae
L. Heitz, a Notaty Public in and for the County of Orange, .
State of Califor 1a, residing therein. duly commiesioned
a~d rworn, ally appeared RONALD CASPERS. ligned
"R.onald W. '," known to IDe to be the person whOI.
na.e i. subscri d to the within inetrument, and acknowledged
to me
IN WI
WHEREOF, I have hereunto .et my band and
..al at laY office in the County of Orange.
the day and year in this certificate
affixed
State of Califo
f1r.t
::/ . '1.. - --.,; .:- ( 'f;;
, NOtiiy. PUB'-LW
in and for the County--of Oranae,
State of Cal1fom1.a
Mae L. aeita
(Notarial Seal)
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STA n: OF CALIFORNIA
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County of Or4nge
On thil 2-t day cof Hay, !..964, before IDe, HAE L. HEITZ,
a Notary Public.in a
for the C~unty of Orange, State of
th~reint duly coaahlioned and svom.
perlonally appeared LLLAM PHILLIPS. known to IDe to be the
person whole n~ i8 r, ubocribed to the within in.trwoent. and
acknowledged to me thr~ he executed Lhe lame.
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IN WITNESS
REar, I have hereunto set my hand and
affiAcu my official . a1 at my office in the County of Orange.
State of California. he day and year in thil certificate firlt
above written.
(Notarial Seal)
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NOTARY l'UiLiC-
in and for the County.of Orange,
State of.Californla
Mae L. Heitz.
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~..et!<<.t.e ~, or AJWiEDf (c.u.lW'oZi.....~) '17 ~ 'S Z-
, VOUU.. .J~ Atl DH.. IJK:. .
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. AS VVJ""'r · ... .... .. .. ~ fI....
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AMDJDMDiT OF ARTICLES OF 0:; 2 7 :36.1
0>' ""... EI M ST"" ruM. 1 NC . ~ ~~. -.t-...~!'"
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CERTIncAtE OF
I NCORPOitTION
The undersiOfed do hereby certify:
One: That t.e signers herP.Ot r.onst1tute at leaat ~_
thirds of the incorforators of ANAHEIM STADlt~, INC., .
Califo:nia corporatt,on,
Two: 'n\at ~.y hereby adopt the folloWing a.endJftent of
said articles of in1.0rporation:
Article Firs, of aaid articles 1S hereby amended to read
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as follows:
"Firat: The namP of this corporation ia "CITY OF
AN.AHE.IM (CALll'ORlU.A) I STADIUM. INC." (hereinafter called the
"Corporation") . I
Three: That ~~iEIM STADIUM, INC. 15 a nonstock
corpora~ion. I
Pour: That t~e corporation has admitted no ~mbers other
than the incorporato s.
Five: That t ia certificate is exec\.ted for the purpoa.
of complying with th provlSlons of Section 3671 of the
California corpor.,i n Code.
Hi WITNESS IlroF, the underSlgned have executed this
cert1ficate this 27 day of October, 1964.
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STATE Of CALIFv~IA
SSe
COL.,,}-;'Ii' 0F LH~ANG1:.
LEON1JU) HI'Mi
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BERNARD JORDANM E~I~ D. ETTINGER~
SThNU."Y PA""LOft'SKI SAMUi::L GEJ\DELM RODt-<EY BUD COU~SON I
BURR ~ILLIAMSM Y RINK1:.R, WILLIAM PHILLIPS,
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_______+___ and LOL~IS NCHL
be.nn 1"5' duly SWe,", each 'ec h.msel!. depcse' and says,
That each 1.S (01 0: the lncorpLratc'rs cf klIiNU.IH STADIUM,
rhC., th~ Callfe.:rnla I:-orpcratlon mentH:nt:J lO the !oregoing Certi-
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!1.cate of AJl!tor.oment; Ithat each has re<ld S~1.C certl~lcate 31"d that
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the ~atters s~t !art~ thereln ar~ true o! hlS o~o ~no~ledge: anc
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t~at the 5lgnatures ~urpcrtln~ tL ~e the slgnatures of incorpora-
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to:'s thereto are the !geOlane slgnaturcs af sa~d lncorpl~rators.
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Sub.cribed
October, 19&4.
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~rn to before me thi~ 27
day of
,
').
.,
Not~
<: :' .! t
Public inanC3 for the
state of California
Kenneth E. Lae
My CO~ls~ion explres January 13.
1%6
-3-
tj
C
OF
OF CITY OF
r~
Ici~,PF AifE,~_ .
,1,... ?j~I~~QN.,:',
IIM (~t~~), :"_1JIJ.1NC.
. ....-....
I. Leonard Smith, ~he~r..t~.J.1~t 1IJ\<14~nuJ:(b:aY, the SecJ:'etary,
of City of .Anahiem (Cal~fo lla) StatU,~,It);p~... be.;.~:y c::ertify that:
'i . ..... . ,"-. .. ., ..
.: '.'- :.~~'-.':M--,'-> -;',
One: That a naeet!i8 of tb.'Jk,l""~,::~'r. "'.~"e1tY of
Anaheim (Caltfornia) St$di ) Inc. t.'co~~,t~~',.~iUl,)der $Ild
pursuant to the General Non~fit Corpor.~j,... o.f.>t~Sitate of
California. was duly held o:f...'1.9~8~ <.,"
~SOLVED the'. is hereby."deda. ~""~C+~SEVE1!lrH (to
imlned;tately foll 1 ,the preIJent~rt~~~.;'i" to ,the ~rticles
of incorporatio.n f City of,,~e~>f.~l~f()~ia)' Stadium. Inc.
as follows: ' .. ,.
, .' '-' '-'-,<.' ,-, - . .
tird of 'Direct'ts~~ted'~I;~amajority vote
(iid articlee'~f"",~J:pnf'~~U2. accordance
"ral NonP~of:!t<~I:.~ "".of tb~ State
:!: ',. j. ?
Two: That said
the follow!_ a1I&endment to
with Section 9305 of theG
of California:
.. '- ,-'."':"~' ;
.".,,' '.-'~
SEVENTH: NotroPo&e4,,~Qt',,~.th"'.ai'ticles of
'i1\corporation ) Of ~o tpe ~t~"'f, '9'.- qor.p'ora.t:ipJ1, shall
be effective if ij is ,di8."t~...,'tb'f! C1~,Council of. said
City QfAnaheia'iil*~1n ,th1:.rty t~),~4J of~tp~bY 8aidCity
Council of not~Cta,+fsachprQ~~~~'. .
Three: That by a.ritten;f;nst~t.t "t~~~y the holder of
all membersh1p certificates.f seAd, cCor ' ":.~i.~~l~erapproved
the ataendmett~ to said artie,s of1n.~r ..., ..' ,'_a~~bY . said Board
of Directors, in accordancetf1th Sect~oQ:'t3I,/~rtb..~ral Nonprofit
Corporation taw of the Stat ;of Cal~o~",~. .;'
this _ ~:y ~~::u~~~ .~. ,the ~,.;s~..~.r~v~ Ueeuted these presents
})r..~i1ent'
,....-....
Secretary
J'r~
'[.....X.'. '.,.'.."'i'.'::.:"~'
j:~"" .,. ... --<c
:
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. 1
~
~Sl:t--
, .P~ I$"'.~
BY-LAHS
f~
OF
ANPJ-.:--=tJr~ ~:~;0IL~llt I~.~'C.
. .
.. .
,.
. ;{TICLE I
N ar::e
r'::--.-" ~ .." ..', , .,'. ::mcl ?__~!~~-_...cf:-;e,
-'~'::,,::,,:,~, '
~- -':..:;.~:..' -! . :':"::"ce J ... ~.
Sec:::_,'~'l 1.::_. Na.."!le. The r~L:': ,..' __:.is corporation
1 s "ANAHEIr.l .. :::'.~.Dnn'1, INt. 11
]
(hereinafter referred ~o _~
the 11 Corpcr-.::.. ';ion II ) .
,:cction 1.02.
'--
_~ :3ati
?~~~~cse ~d u__ ~
Fu.'1d:. 'lhe Corporation is a. no:.:. pro:::" i t cor:;'':''':'.:.:~lon o::'g~. ,. ad
..~
uildel" the General Nonpr fit Corporatior-. L_.: c::.... 'che State c:t
California to provide r nanciz.l ass:"'~.;;:.:~ce to ';;'~_...; City of
Anaheim, a political' SU~diVision of ...._ Sta.te ci' C'., :...r"'ornia, by
i'inanc1ng the ,,"cquiS1t1tn ane. "-onstr--. _. :-ion oi' pt:-~~cc "-~creat1on
grounds, including a cotiseum v!' stadium or ott~r st:._~ ,re
for holding exhibitionst dramatic spectacles, sporting ~~nts,
athletic contests~ i~Clfding ba~eball gamesj ~~d for p~~:_c
meetings, convGnticns atd public a.sseI:lbly l:r...::.~ .:.ses. The 6:.C-
ti vi ties 0-:" _":.e co:;:~.)rat10n shall be limited .... the 2.cti vi ties
I
described_~ its Articl~s oi' Incorporation. ;ains, ~~tits.
or dividc;:-..:...__ ;:;:-.3.11 be d~stributed to any of t~e members of the
Corporation, ~~d no par~ of the net earnings, funds or assets
1
of the Corporation shal~ inur~ to the benefit of any member,
OHIB'~ D atBBIf:::t
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"............,
private shareholder 0
or corporation except
or any other person, rirm
only the City of Anaheim.
Principal Office. The principal of rice
the City of Anaheim, County or
or the Corporation ah
Orange, State or Cali
~. The corporate seal or the Corpo-
ration shall set fort the name of the Corporation and shall have
inscribed thereon the ords "Incorporated
California."
, 1964,
ARTICLE II
Membership
Section 2.01. Class or Membership~ Qualifications,
Admi.sion. There
be only one class of membership in the
'----.
Corporation. The init al members of the Corporation shall be the
persons named in the A icles of Incorporation to act as the
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first directors of thelcorporation. The members shall have the
power to admit new mem~rs or to fill vacancies in the membership,
I
provided that no perso~ shall be eligible ro~ membership except
an individual who has ~en approved for membership by the City
Council of the City oflAnaheim except &s provided in Section
I .
2.04 hereof. MembershtP shall continue until terminated as
provided in Sectio~ 2.~2 hereof.
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Section 2.0~. Termination of Membership. Subject to
I
the provisions of sec~lon 2.04 hereof, membership of any member
shall terminate upon ~he resignation or death of such member.
The membership of any!member may also be terminated by the vote'
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of a majority of all f the members exclusive of such member.
Section 2.0. Certificates of Membership. The Board
of Directors may auth rize the issuance of certificates evidenc-
ing membership in the Corporation. Such certificates shall state
that the Corporation ~. not one for profit, shall be signed by
the President or Vice I,president and the Secretary of the Corpora-
tion and shall oth.rw~.e be in such form as may be determined
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by the Board. If suc~ issuance is authorized, a certificate
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shall be issued to ea4h qualified member upon'his election to
membership and, upon ~.rmination of such membership, such certi-
I
ficate shall be cance arid the cancellation thereof shall be
entered upon the reco s of the Corporation, subject, however,
to the provisions of ection 2.04 hereof.
Section 2.0. Transfer of Memberships. No member-
ship, or any right ar .ing therefrom, shall be transferable and
any purported transfe thereof shall be void and of no force or
I
etrect; provided, how,ver, that any or all memberships, and 8l:iY
or all rights arising I there!'rom, including voting rights, may
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be transferred to a tfustee in connection with the issuance of
bonda, notes, debentures or other evidences of indebtedness of
the Corporation, for 'he purpose of providing additional security
and protection for tht holder or holders ot such indebtedness,
and in such event sue, trustee shall have and may exercise all
3
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.~
,~
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rights pertaining to 1UCh memberships or all rights so trans-
ferred, as the case m~ be. So long as any memberships, or any
rights arising there~om, are held by any such trustee, such
membersh1ps and right~ shall continue and shall not be term1nated
or canceled, notwiths~anding the death or resignation of any
transferring member o~ members, unless and until termination
or cancellat10n there4t 1s approved 1n writing by such
trustee.
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Section 2.0~. Property and Voting R1ghts. No member
shall have any r1ght ~r 1nterest in any property of the Corpora-
t1on. Each member 8h~1 be ent1tled to one vote and may vote
or act 81 ther 1n pe~s or by proxy.
Sect10n 2.
be 11able for any
Dues and Assessments. No member shall
or assessments.
ARTICLE III
Section
s of Members
Place ot Meeting. All meetings of the
members shall be held at such place in the City of Anaheim, or
elsewhere, as may be ~'S1gnated by the Board of D1rectors.
Sect10n 3.0~. Regular Meetings. A regular meeting
of members for the el~ction of directors and tor the transaction
I
of such business as m~ properly come betore the meeting shall be
.-." held on the second Tu~8da:y ot February of each even numbered year
commencing with the y~ar 1966, at such hour as shall be fixed by
the Board ot Dir.ctor~.
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Section 3.03t Special Meetings. Special meetings of
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members for any purpost may be called at any time by the Presi-
dent, or by any two (2~ directors or by a majority of the member..
Section 3.04t Notice of Meetings. Notice of each
meeting of members, whtther regular or special, shall speci1'y
the date, place and hO~ of meeting and shall be given to each
member by the secretarf at least five (5) days prior to the
date of meeting by mai~ or telegram, addressed to such member
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at his address appearifs, on the records of the Corporation.
Notice of any special +eeting shall set forth the general pur-
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poae of the meeting. I
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Section 3.051 Quorum and Manner of Action. Eight (8)
members (or a majority of the members if that be less) shall
constitute a quorum at I all regular or special meetings, except
as otherwise expreSSlY] provided by these By-Laws. In the
absence of a quorum, ~ meeting of members may be adjourned
from time to time by vpte of a majority of the members present,
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but no other business ~ be transacted.
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The tran8act~ons of any meeting of members, whether
regular or special, horever called and noticed and wherever
held, shall be as val1~ as though had at a meeting duly held
after regular call and' notice if a quorum be present and if,
I
either before or arte~ the meeting, each of the members not
present signs a Writt~ waiver of notice or a consent to the
holding of such meeti~ or an approval in writing of the minutes
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thereof. All such wa!\Vers, consents and approva18shall be made
\..
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a part of the minutes rr the meeting.
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Any action ~iCh under any provision of these By-Laws
m~ be taken at a meet
meeting it authorized
file4 w1th the Secret
of members may be taken without a
wri ting signed by all the membera and
of the Corporation.
ARTICLE IV
"
Directors
.~.
Number of Directors, Term of Offi~e.
The Board of Directors shall consist of fifteen (15) persons. The
number of be changed by amendment of this By-Law;
provided, however, th there shall never be less than three (3)
d1rectors. The t1fteer directors named in the or1ginal Art1cles
of Incorporation 01' th~ Corporation shall hold office until the
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regular meeting of me~rs to be held in 1966, and thereafter
until the election an~ qualification of their successors. Direc-
tors shall be elected ~t each regular meeting of members, commenc-
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ing with the meeting ~ be held in 1966, and each director shall
hold office until the rlect10n and qua11r1cat1on of his successor
or until his death, r~aignation or removal.
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Section 4.0. Organization Meeting. The first Board
of Directors may at time, and each succeeding Board shall
within five (5) days 4rter the close of the regular meeting of
members at which theyjare elected, hold an organization meeting
at which the director~ shall organize by electing from their
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number a President, a ice President and a Treasurer. In
.~
addition, the Board
elect a Secretary and
may elect such subordi te officers as they may determine,
none of whom need be a member of the Board or a member of the
Corporation. Each off~cer shall hold office until the elec-
tion and qUalificationjof his successor or until his death, ,
resignation or removal
Section 4.03
Place of Directors' Meetings. Meetings
.----'
of the directors shall, be held at such place in the City of
Anaheim, or elsewhere, I as may be designated from time to time
by the Board of Direct~rs.
Section 4.04~ Re~Ular Meetings. The Board of
Directors by resolutio~ may provide for the holding of regular
I
meetings and may fix t~, time and place of holding such meetings.
Notice of regular meet~ngs need not be given.
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Section 4.05t Special Meetings, Notice, Waiver.
A special meeting of t~e Board of Directors shall be held when-
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ever called by the Pre~1dent, or it" he is absent or unable or
I
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retuaes to act, by the I Vice President, or by any two (2) direc-
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tors. Written notice pf each such meeting shall be delivered
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personally to each d1r~ctor or sent to each director by mail or
by telegram, charges Ptepaid, at least one day before the day
on which the meeting i~ to be held. Notice of adjournment of
a meeting need not be ~iven to absent directors if the time and
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place are ~ixed at t,. meeting adjourned. The transactions ot
anT meeting ot the Bfard o~ Directors, however called and
noticed and Whereverj~eld, shall be as valid as though had
at a meettng duly he d after regular call and notice, it a
quorum be present an if, either before or after the meeting,
each ot the director not present s1gns a wr1tten waiver ot
o hold1ng such meeting or an approval ot
All wa1vers, consents or approvals shall
notice or a consent
the minutes thereot.
records and made a part ot the
be riled w1th the co
minutes
.
meetings of the Eo
Quorum and Manner of Act1on. At all
of Directors a majority of the directors
.,.-,
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1n ottice at the t~, present in person at such meeting,
shall be surtic1ent + constitute a. quorum. Unless a greater
number is expressly 4eqUired by statute or by' these By-Laws,
every act or decia1o~ done or made by a majority ot the direc-
i
tors present at a me+ing duly held, at which a quorum is
present and act1ng, tall 'be regarded as the act or the Board
I
o~ Directors.
Section 4.~. Conduct ot Meetings. The President, or
1n his absence, the ~ce President, or in the absence ot the
V1ce Pres1dent, a c~rman chosen by a maJor1ty or the d1rectors
I
present, ahall preS1'.
~ection 4.~. Resignations and Vacancies. Any director
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,..-...,
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ot the Corporation may reSign at any time by giving written
notice to the preSidentj or to the Board ot Directors. Such
resignation shall take ~rrect at the time spec1fied therein
!
and, unless otherwise cir1ed there1n, the acceptance of
such resignation shallot be necessary to make it effeotive.
A vacancy or acancies in the Board shall be deemed
to exist 1n the event the death, resignation or removal ot
any director, or the r ot the members at any time to
elect the full number t directors. Any vacancy in the Board
I
ot, Directors may be ri~led by a majority ot the remaining
directors though less ~ban a quorum. Each director 80 elected
shall hold office unti~ his' successor is elected at any regu-
lar meeting of the mem rs or any special meeting called tor
\..
that purpose.
special meeting called,
noticed and held tor t at purpose, elect directors to till any
I
vacancies not tilled b* the directors, or to succeed directors
elected by the directo a to fill such vacancies.
Section 4.09 Removal of Directors. Any director
may be removed from of tce by the vote ot a majority ot the
members.
Section 4.10t Compensation or Directors. No direc-
tor shall be entitled to receive any compensation tor s~rv1ng
as a director or an officer or the Corporation.
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,~ ARTICLE V
Powers Board of Directors
Section 5.01. General Powers of Board or Director..
Subject to the express provisions of these ~-LaW8 as to
'-
\ action to be authorize or approved by the members, all cor-
porate powers shall be xercised by or under the authority ot.
and the business, pro ty and affairs ot the Corporation
shall be controlled by, the Board of Directors. No director
shall be responsible f r any error in judgment or tor anything
. that he may do or rerr~ from doing 1n good faith.
Section 5.021 In~urring of Indebtedness. The Board
or Directors, on behal~ of the Corporation, may incur such
indebtedness tor the p~oper purposes of the Corporation as the
Board may deem necessair or appropriate, may issue 'bonds, note.,
debentures and other e~idences ot indebtedness ot the Corpora-
tion, may secure the s4me by mortgage, transfer 1n trust,
p1edSe or other encumbfance o~ the whole or any part of the
assets of the corporat{on, and may establish funds and make
other provisions for tte payment ot such indebtedness and inter-
est thereon.
/~
ARTICLE VI
1 Officers
Section 6.0lf Number and Qualifications. The off1cers
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ot the Corporation Sha~l be a President, a Vice Pres1dent, a
I
Secretary and a Treas r and such subordinate officers,
~clud1ng one or more ssistant secretaries and assistant
treasurers, as the Bo
of Directors may designate. Only
~,
dtrectors shall be q ified to hold the office or President, ,
Vice President or Trea urer, but the Board of Directors may
~po1nt any person. wh1ther or not a 0 'rector of the Corpora-
tion, to hold the orfi4e of Secretary or any subordinate oftice.
Section 6.02~ Elect1o~, Term of Office. Each officer
,
shall be elected by th' Board or Directors and shall hold office .
until his successor Shf1l have been elected and qualified, or
until his death or unt~l he. shall resign or be removed in the
I
manner hereinafter prot1ded.
Section 6.03.j Resignations. Any officer may res1gn
at any time by giving tritten notice to the President or to the
Secretary of the corpotation. Any such resignation shall take
effect at the t~e spe~iried therein and, unless otherwise
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specified therein, thejacceptance of such resignat10n shall
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not be necessary to mate it effective.
Section 6.04~ Vacancies. A vacancy in any office
because of death~ resl~tlon, removal, disqualification or any
other cause, shall be r111ed in the manner prescribed in these
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Sy-Laws for regular appointment or election to such otric~.
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Section 6.05,t President. The President shall be
the chie~ executive ort1cer or the Corporation and shall have
general supervision ovtr the business of the Corporation, sub-
ject, however, to the ~ontrol of the Board of Directors. He
I
shall preside at all m+et1ngS of the members and ot the Board "-
ot Directors. He may t1gn and execute, in the name ot the
corporation, deeds, mortgages, leases, bonds, contracts ~d
other instruments duly I authorized by the Board of Directors,
and generally shall pe~form all duties incident to the ottice
or President and such 4ther duties as may from time to time
I
be aaaigned to him by 1he Board of Directors.
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Section 6.06~ Vice President. At the request or the
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President, or in case 4r his absence or disability, the Vice
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President shall perro~ all duties otthe President and, when
so acting, shall have 411 the powers of, and be subject to all
restrictions upon, thejPresident. In ~ddition. the Vice
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President shall perro~ such other duties as may trom time to
time be ass1gned to h~ by the Board of Directors or the
,
President.
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Section 6.071 Secretary. The Secretary shall&
(a) Certifyjand keep at the office of the Corporation,
or at such other place jas the Board of Directors may order, the
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original or a copy of ~he By-L&'is, as amended or otherwise,
al tered;
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(b) Keep at 1the office of the Corporation, or at
j
such other place as th~ Board of Directors may order, a book
ot minutes ot all meet a of the directors and members,
recording therein the
and place of holding, whether regu-
lar or special, and if special how authorized, the notice
thereof given, and the procee~s thereat; .
(c) See tha all notices are duly given in accordance
'-
with the provisions of these By-Laws or as required by lawJ
(d) Be cU8t~an of the records and seal of the
i
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Corporation; I
(e) Keep, o~ cause to be kept, at the principal
ottice of the corporat~on a.membership book containing the name
and address of each me~ber, and, in any case where membership
has been terDdnated, S~Ch tact and the date of such termination
shall be recorded in tie membership book;
(f) Exhibit at all reasonable times to any director,
upon application. the ~-LaWs. the membership book and minutes
or the proceedings of 1he members and of the directors of the .
,
Corporation; and
~
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(g) In general, perform all duties of the oftice or
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Secretar,y and such oth+r duties aa may from time to time be
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assigned to him by the I Board of Directors or the President.
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Section 6.08~ Treasurer. The Treasurer shall receive
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and have charge of alljtunds of the Corporation and shall
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disburse such tunds o~ as directed by the Board of Directors.
He shall, in general, pertorm all duties incident to the
office of Treasurer anr such other duties as may from time to
t~e be assigned to hif by the Board of Directors or the
i
Pres1dent. i ,
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Section 6.0
Subordinate Officers. Subordinate
such duties as shall be prescribed from
d of Directors or the President.
officers
time to time by the
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I ARTICLE VII
II Dissolution
d1s::::::ne:~:: The Corporation shall not be volun-
tarily by the affirmative vote of two-thirds
I
(2/3) or all members. ! In the event of dissolution of the Cor-
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poration in any manner I and for any cause, after, the payment or
adequate provision fori the payment of all of its debts and
liabilities, all of th~ remaining funds, assets and properties
of the Corporation sha~l be paid or distributed to the City of
Anaheim.
ARTICLE VIII
General
/~
Section a.Olr Annual Report. The Board of Directors
I
shall have no duty to pause any financial statement or other
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annual report to be sep.t to the members.
14
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Section 8.02}
Corporation shall be tte
Fiscal Year.
The fiscal year of the
calendar year.
ARTICLE IX
Am dment of B -Laws
Section 9.01 Any of these By-Laws, except Article'
VII, may be amended or! repealed and new By-Laws may be adopted
by vote or written ~ontent or a majority or the members.
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SEC ARytS CERTIFICATE
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The undersi~ed hereby certifies that he is
the Secretary of fNA::3DJI STADIUM" INC. ",
a California cor ration; that the foregoing is a
rull" true and c rrect copy of the By-Laws of said
'-
corporation.
1\ By-Laws are
thejdate hereof.
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]
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in full force and
effect as of
DATED:
I 1964.
SECRETARY
. (SEAL)
...--..,
"
f\
;\jl<
,
Pro
~
R8$0LVBD tht tbetit'.t'.'..i.~.'~.S.~tion 3.04
of the By"Lawsof the Corporation "and~~.b,. is. amended.
to read as follows: . , .
'. <~
'.,.....'..'.-.., , ....,..:.......'
::-:, ,"c,- '",....
..~t-CJ.,/~Iit~~~.i.~bi\-.her
re9Ul,.r 0':' '.. .1.1,<.. . .. .lf~l~~";...,;
date,. pl_e .'.t.n4. '~. .~..,...b...ll
be given to+_eta 1t\...to',.~.,Qity
ManAger o.f. .'e. Cit:.;yC)f. ... ia,by t11.
Secretary.a ! l...t.,%~ ,...".."d.~,?!:Piio:l:
,to the dat.e ..f ...t:1.~/' '.'. . ' .t,lor,~elegram,
addressed \.uch m~.~1\i"._:te.s
a~pear in, ',j tb. r.c:or~;., ,the Qc>l;I>oX'a-
tJ.on, andt ,. }tlt... ,Cit:l"~".r at <:1ty
Hall, Anahe ' Cal:tf9nla..<
S_tion' ,)..01< ,<>1 th."",x.aws 'of the
"b, t$~" toa<!d~h. fOllowing
.a14 S~t(~.:
RESOLv.mn,
Corporation be and _
paraqraphat the end.
'rheCit L. Manager9f tbeCity ,....'fIf'
. Anaheim, or '.is repres.~~,i.v.or'..pre-
sentatives, J.1 be pel"lft~tt" t.o>t;ttend
all r~lar $.pecialmc,-.ings. of
mentbers andm.ke reColIBtendations
during said eting:..
th.,...na. M1\t.enC.OfSection 4.04
rpore.Uon ,,~,. aftel n.tt*by is amended
. . }
RESOLVED tba
of the By-Laws of the
to read as follows:
. 'r.,ulQ:'~~09.n._ ,not be given
to the dit<.c. ..,. rs, bU1:~t~.n, no'tt..of each
such re911tar6....ting".bilJ.l b<<4el~"ered
personally, r sentbr....~a.Qr by,tel_gram,
charg$s prep,id, to the,Cit.Y'Manaq'er of the
Ci ty of Anah 1m.
~
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..n E
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f"").
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RESOLVED t t the secon4 sentence Qf Section 4.05
of the By-Laws of tha.orporat.ionbfan4 he~.by is amended
to read as follows:
.~
Writte ,notice of ..c:!bsu"chra,et,ing
shall be de vered per.~~+yto ..ch
director an \to the Cit~..~,ar of the
City of Ana '1m, or $entitpeach ..
director an !the Clt,y~~.,.. by ..il
or by teleg " charge.'~aid,.t. least
one day bef .e the daY,QJ)wb.iC;:h the meeting'
is to be hel .
RESOLVED th.
Corporation be and het
paragraph to the end 0
.
Section 4 ..,06 of the By-Laws of the
y is a.mend~4 to add the fOllowing
said section:
. .
The Ci t. : Manager of ,the Cit.Y'i.t Anaheim,
or his repre ' ntAtive o2:'~.presen;.tives,
shall be pe . . tted 'to att.enc!'all .uch
meetings and to make r-=OIQm-.n4ations
during such ; etings.
.'4
/....-...