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78-554 ~ ~ ~. I 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 ,.--.." 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 Ii L j {\ ~ in Ordinance No. 38p2. The Financing Plan is more fully described in Exhibit "All attae:hed hereto; and "".,-." 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. M ~ ATTEST: FAL:in L f' . "'""" STATE OF CALIFORNIA ) COUNTY OF ORANGE ) S8. CITY OF ANAHEIM ) I 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: I ~ AYES: COUNCIL MEMBERS: orerho1t, Kaywood, Kott, Roth and Seymour :t: 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. ~-kJ~~/ CITY ERK OF mE CITY ANAHEIM (SEAL) , I I ,. I 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. I do hereby certify that duly passed and adopted ~~,~M~~ CITY CLERK .~ - ,~~ EXHIBIT "A" - 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. ! 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. i 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. , I I I I I I I I I -1- -. EXH'BIT A - ! ,-- .-, 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. -2- ~'I .J~ ~ r1J ~ . 4: . ~.~: r-t u .. .' . , I ,.. _h..____ JUII 6 ~ F''-'--..,.. iIfj# ,,- '" ~~ ' ;~. K ~-. 4'~!G~ -. . I ~1 -..>> ~ICLES ~~. !NCvRP0~ATION I / ::'7 1 ANlHE"rM STA:>lUM, INC. (I Nonrrorf!.-C::"porQ;.1'Cn) I I ,,", ...,. 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 I 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 ~. ........ ~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 o~t I the prl~~ purtose for which the Corporat~on Is formed, ~~d on behalf 0 the City of AnaheIm. reo:- 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:- I 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. 1 2 ~ i ,~ I ,.-., ~: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:; , . I GLENN G. . Bti CKY"j. AI.. 1'ZRS i I I I I I EDir.'IN D. E'M'INO S AY.!1 !::L a ::rm l::L BERNARD JORDA!~ I I I i I STANLEY PA'~'SKr I 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 . -' ---I . ,.-., I SI\TH: Uwcn any ~1q'.J.lda~:,,:~. U~8~'_.u:~,-;: (.!' "~:l:~ng ..Ip C,. .. '-.") .. ...... I'. -.'01'" - ' In .., k ... i ' 3"~"~ payl:-'b ,':' ac('qub.:'c::. rrov1d1n,; (or t!;'! ,1pt:! &.!1d ot:~lgaU.c:;s o!' t:1C COr"?orB~lon. the clr~:tors I ~:.d:: c:str1burelai.d tJ"'ans~er :11' :"':..E1l:'1:'t[; a~~ct! C':' the Cor- i pera:"::r. :.... .,l.t: ~:ty vt AnAheir.:. IN WITNES~ _'HEREOF, the ~der51t!-ned have e)(ecuted tnese presc~ts th15~day of May, 1~(~. I I I I I ! L \ ~ I:~> ' J ~ C -t...l'l_~ - / / ~.. ,\ .~L. ...;.....!..,;: (I.. \. ,. ./ ..-- --~ ..(~ v ., ,,~ /" "'. - r-t ......- ',,/ \ / \/ . .4"' -_(. , ,j .)JI'__.,tf 'i.ii. t \ -.t ~'-" ,A ....<(//~ 7' , .le. "J. - ...\ , ..... _./ , .i.. i ... . / / L. '(.-f"\. - /; '/-' /-~ , .~ ~ J ,-7Z;>d~:-4 / '.' L il '::. ~ ) .' off ~ t' J ~~ .I / _, -V" ""_ __,.,..::0/ . ,; ",/ 'L~"4 r~ ~/~ :..r ~ ...." __" r ,fI' /' ~'// I <:;~>~ f.- . /' '-- .. 2i~. .' -- .....,...-....... // <~/Z1/ A.{'(<d~" 4 ,'] . .-... 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) ~. ~ STATE or CALIr~1A j II County of OraHgel ! I 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) _. I .-.., STA n: OF CALIFORNIA ~ \ , '1. 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. I 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) --- - ,,;"-.. NOTARY l'UiLiC- in and for the County.of Orange, State of.Californla Mae L. Heitz. i)' ~ I/.~' !'!"tr~/ ~..et!<<.t.e ~, or AJWiEDf (c.u.lW'oZi.....~) '17 ~ 'S Z- , VOUU.. .J~ Atl DH.. IJK:. . ..........aA. F , L: E D . AS VVJ""'r · ... .... .. .. ~ fI.... 11_ .... "'..... AMDJDMDiT OF ARTICLES OF 0:; 2 7 :36.1 0>' ""... EI M ST"" ruM. 1 NC . ~ ~~. -.t-...~!'" ."kl.f ~ .... 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 I 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. ! :.-...\ - ( L ",t~. -,.. ,. ..... ,A ... "... ... / .""/ ---- I ..L " \.. -1- ,...:" . I STATE Of CALIFv~IA SSe COL.,,}-;'Ii' 0F LH~ANG1:. LEON1JU) HI'Mi --- ~. - ., ----------- --....-.-- J.. __~,.,... __ \ .. , I' , ... _...OIIIL i. / I .. .i' ~LL r 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, --- -t--.------.-------"- _______+___ 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- I !1.cate of AJl!tor.oment; Ithat each has re<ld S~1.C certl~lcate 31"d that I I the ~atters s~t !art~ thereln ar~ true o! hlS o~o ~no~ledge: anc i t~at the 5lgnatures ~urpcrtln~ tL ~e the slgnatures of incorpora- I to:'s thereto are the !geOlane slgnaturcs af sa~d lncorpl~rators. I . ". . ..{ ... .../ / ---...... " ., ~ .'- "\ -,,- . t ,~. Sub.cribed October, 19&4. Ii; ~. ." / f ~ .. ~ ~ /' " I , \ / . ", Ii >........ \ I. \ \ . .( ... ' .4 \. ". ~~<~,C~ ~:;~~ / /. / .' .' / I I . .;' ., (' .. . i :....., ...t' "" ~ 4- / " / 1(" J:.l \ , '. J .I _ '" ~ ~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 $Ild pursuant to the General Non~fit Corpor.~j,... o.f.>t~Sitate of California. was duly held o:f...'1.9~8~ <.," ~SOLVED the'. is hereby."deda. ~""~C+~SEVE1!lrH (to imlned;tately foll 1 ,the preIJent~rt~~~.;'i" to ,the ~rticles of incorporatio.n f City of,,~e~>f.~l~f()~ia)' Stadium. Inc. as follows: ' .. ,. , .' '-' '-'-,<.' ,-, - . . tird of 'Direct'ts~~ted'~I;~amajority vote (iid articlee'~f"",~J:pnf'~~U2. accordance "ral NonP~of:!t<~I:.~ "".of tb~ State :!: ',. j. ? Two: That said the follow!_ a1I&endment to with Section 9305 of theG of California: .. '- ,-'."':"~' ; .".,,' '.-'~ SEVENTH: NotroPo&e4,,~Qt',,~.th"'.ai'ticles of 'i1\corporation ) Of ~o tpe ~t~"'f, '9'.- qor.p'ora.t:ipJ1, shall be effective if ij is ,di8."t~...,'tb'f! C1~,Council of. said City QfAnaheia'iil*~1n ,th1:.rty t~),~4J of~tp~bY 8aidCity Council of not~Cta,+fsachprQ~~~~'. . Three: That by a.ritten;f;nst~t.t "t~~~y the holder of all membersh1p certificates.f seAd, cCor ' ":.~i.~~l~erapproved the ataendmett~ to said artie,s of1n.~r ..., ..' ,'_a~~bY . said Board of Directors, in accordancetf1th Sect~oQ:'t3I,/~rtb..~ral Nonprofit Corporation taw of the Stat ;of Cal~o~",~. .;' this _ ~:y ~~::u~~~ .~. ,the ~,.;s~..~.r~v~ Ueeuted these presents })r..~i1ent' ,....-.... Secretary J'r~ '[.....X.'. '.,.'.."'i'.'::.:"~' j:~"" .,. ... --<c : - . 1 ~ ~Sl:t-- , .P~ I$"'.~ 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 1 ., . - , I I ~ "............, 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 I 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. 2 ". .,.-.... .~ '''--1 ~ 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' I 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 I by the Board. If suc~ issuance is authorized, a certificate I ' 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 I 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 -,: -. .~ ,~ .-. 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. i 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~. I 4 " ,-. ~ "...-..,. . . Section 3.03t Special Meetings. Special meetings of I 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 I at his address appearifs, on the records of the Corporation. Notice of any special +eeting shall set forth the general pur- I poae of the meeting. I I I I 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, I but no other business ~ be transacted. I 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 I -- ._'_...,.",..tt: thereof. All such wa!\Vers, consents and approva18shall be made \.. .--,., I a part of the minutes rr the meeting. 5 " ~ ,-., ,..,..-,." 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 I 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- I 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. I 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 6 .0 .,-. -- 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. I Section 4.05t Special Meetings, Notice, Waiver. A special meeting of t~e Board of Directors shall be held when- I ever called by the Pre~1dent, or it" he is absent or unable or I i retuaes to act, by the I Vice President, or by any two (2) direc- I ! tors. Written notice pf each such meeting shall be delivered i 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 7 .., ~. r- ~, .~ i i 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 .,.-, I 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 8 '. .....-." ,..-..., I"'" .- i 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. I 9 " I"'" ~, ,~ 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 i i 10 ", r- ..-. ,~ , I 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 I specified therein, thejacceptance of such resignat10n shall I 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 I Sy-Laws for regular appointment or election to such otric~. 11 ~ I I '. ..-.". ~,., '" -- 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. i Section 6.06~ Vice President. At the request or the I President, or in case 4r his absence or disability, the Vice i 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 i President shall perro~ such other duties as may trom time to time be ass1gned to h~ by the Board of Directors or the , President. I 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 I original or a copy of ~he By-L&'is, as amended or otherwise, al tered; .... 12 .. r- ,,-.. ..-.... , , I I (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 i 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 ~ I (g) In general, perform all duties of the oftice or I Secretar,y and such oth+r duties aa may from time to time be I i assigned to him by the I Board of Directors or the President. 1 I Section 6.08~ Treasurer. The Treasurer shall receive I I and have charge of alljtunds of the Corporation and shall . , 13 '\ .. .. I"" ..-.. .~ i I I 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 , i 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 I I 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- i i 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 i I annual report to be sep.t to the members. 14 ., . .' r- ..-... ,..-" I 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. i I I i I I i I I I j I I I I I I --, 15 ...,. ,":'.t ''1 ~ ..-.", SEC ARytS CERTIFICATE I I I 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. I ] -1 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. ~ ~."'.,.""'.~ ):;:~, ...,.,...." . ..,< .", ~-:,..:,,:. ",:" - .-',' ~',- - -:,i~:;' ..n E ...-........ f""). ,~ 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 /....-...