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APFA-2011-002RESOLUTION NO. APFA 2011- 002 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANAHEIM PUBLIC FINANCING AUTHORITY REPEALING RESOLUTION NO. APFA92 -1 AND FIXING THE TIME AND PLACE FOR REGULAR MEETINGS, PROVIDING THE MANNER IN WHICH SPECIAL MEETINGS OF THE AUTHORITY MAY BE CALLED, ESTABLISHING A SEAL FOR THE AUTHORITY, DESIGNATING AN OFFICIAL MEETING ADDRESS, AND ESTABLISHING THE ORDER OF BUSINESS AND RULES FOR ITS PROCEEDINGS WHEREAS, on January 28, 1992, the City of Anaheim (the "City") and the Anaheim Redevelopment Agency (the "Agency ") adopted resolutions authorizing the formation of a joint powers authority under Articles 1 -4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of the State of California to be known as the "Anaheim Public Financing Authority" (the "Authority "), and the execution of a joint exercise powers agreement in connection therewith; and WHEREAS, the Board of Directors of the Authority has heretofore adopted Resolution No. APFA 92 -1, establishing the date and time for regular meetings, providing the manner in which special meetings of the Authority may be called, establishing a seal for the authority directing the filing of a notice of formation with the Secretary of State, designating an official meeting address, and establishing the order of business and rules for its proceedings; and WHEREAS, on or about March 9, 1992, the Secretary caused the notice of formation of the Authority to be filed with the Secretary of State of the State of California; and WHEREAS, the Authority desires to repeal Resolution No. APFA 92 -1 in its entirety and establish herein the date and time for regular meetings, the manner in which special meetings may be called, establishing a seal for the Authority, designating an official meeting address, and establishing the order of business and rules for its proceedings. NOW, THEREFORE, BE IT RESOLVED by the Board or Directors of the Anaheim Public Financing Authority, as follows: Section 1. Regular Meetings The Board of Directors of the Authority shall hold regular meetings at least twice each month on such dates and times as set by Resolution adopted by a majority of the Board of Directors. Section 2. Special Meeting Special meetings of the Board of Directors shall be held upon call of the Chairman of Board of Directors, or by a majority of the members thereof, by delivering personally or by mail written notice to each member, and to each local newspaper of general circulation, radio or television station requesting notice in writing. Such notice shall be delivered personally or by mail and shall be received at least twenty -four (24) hours before the time of such meeting as specified in the notice. Such written notice may be dispensed with as to any member who at or prior to the time the meeting convenes files with the Secretary of Authority a written waiver of notice. Such waiver may be given by telegram. Such written notice may also be dispensed with as to any member who is actually present at the meeting at the time it convenes. Such call and notice shall specify the time and place of the special meeting and the business to be transacted. No other business shall be considered at such meeting. Section 3. Meetinp, Place All meetings of the Board of Directors shall be held at the regular meeting place of the Authority, unless the Board of Directors shall adjourn to or fix another place of meeting in a notice to be given thereof, or unless prevented by flood, fire or other disaster. Said regular meeting place is hereby fixed and established at the City Council Chambers, 200 South Anaheim Boulevard, Anaheim, California. Section 4. Order of Business The order of business at the regular meetings of the Board of Directors shall be as from time to time determined by the Board of Directors. Section 5. Rules of Proceedings (a) Public Meetings: All legislative sessions of the Board of Directors, whether regular or special, shall be open to the public. (b) Quorum: Three (3) of the members of the Board of Directors shall constitute a quorum for the transaction of business. (c) Method of Action: The Board of Directors shall act only by ordinance, resolution or motion, which to become effective, shall be adopted by the affirmative vote or not less than a majority of the members of the Board of Directors present and voting. (d) Recording Vote: Except where action shall be taken by unanimous vote of all members present and voting, the Ayes and Noes shall be taken on all actions had. (e) Adjournment: The Board of Directors may adjourn any regular, adjourned regular, special or adjourned special meeting to a time and place specified in the order of adjournment. Less than a quorum may so adjourn from time to time. If all members are absent from any regular or adjourned regular meeting, the Secretary may declare the meeting adjourned to a stated time and place and shall cause a written notice of adjournment to be given in the same manner as provided for special meetings, unless such notice is waived as provided for special meetings. A copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the regular, adjourned regular, special or adjourned special meeting was held within 24 hours after the time of the adjournment. When a regular or adjourned regular meeting is adjourned as herein provide, the resulting adjourned regular meeting is a regular meeting for all purposes. When an order of adjournment of any meeting fails to stated the hour at which the adjourned meeting is to be held, it shall be held at the hour specified for regular meetings. 2 (f) Continuance of Hearings: Any hearing being held, or noticed or ordered to be held, by the Board of Directors at any meeting may by order or notice of continuance, be continued or re- continued to any subsequent meeting of the Board of Directors in the same manner and to the same extent set forth for the adjournment of meetings; provided, that if the hearing is continued to a time less than 24 hours after the time specified in the order of notice of hearing, a copy of the order or notice of continuance of hearing shall be posted immediately following the meeting at which the order or declaration of continuance was adopted or made. Section 6. Contracts: Agreements All contracts or agreements on behalf of the Authority shall be signed by the Chairman, Vice Chairman or Executive Director, and countersigned by the Secretary, after having been authorized to do so by action of the Board of Directors. Section 7. Seal The Authority shall have an Official Seal consisting of two (2) concentric circles with the words "Anaheim Public Financing Authority" within the outer circle and "January 28, 1992 ", the date of formation of the Authority, within the inner circle. The Secretary shall obtain the Seal at the Authority's expense and shall have custody of the Seal. Section 8. Office and Mailing Address The office of the Authority and its official mailing address are hereby fixed and established at 200 South Anaheim Boulevard, Anaheim, California 92805. Section 9. Resolution No. APFA 92 -1 of the Board of Directors of the Authority is hereby repealed in its entirety. Section 10. Effective Date This resolution shall take effect immediately upon its adoption. The FOREGOING RESOLUTION was approved and adopted by the Anaheim Public Financing Authority this 8thday of March, 2011, by the following vote: AYES: Chairman Tait, Authority Members Sidhu, Eastman, Galloway, Murray NOES: NONE ABSENT: NONE ABSTAIN: NONE B CHAIRMAN OF THE ANAHEIM PUBLIC FINANCING AUTHORITY ATTEST: SECRETARY OF THE ANAF PUBLIC FINANCING AUTH