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HomeMy WebLinkAbout4.10 Non-Profit Facilitate Public Info Program CITY OF DUBLIN AGENDA STATEMENT CITY COUNCIL MEETING DATE: January 14, 1985 SUBJECT Establishment of Non-Profit Corporation to Facilitate Public Information Program EXHIBITS ATTACHED Draft Articles of Incorporation; Draft Bylaws for Dublin Information, Inc . RECOMMENDATIO U N Authorize the Ivlayor to execute the Declaration as Incorporator and Direct the City Attorney to file the necessary documents with the Secretary of State FINANCIAL STATEMENT: Initial cost of incorporation - $220 State fee + minimal expenses for City Attorney time to process the documents . Sufficient funds are budgeted in the Legal Services Account of the 1984-85 Budget . DESCRIPTION The City Council has identified the need to communi- cate and solicit input from the community on City services and activities . The Recreation Department has developed and distributed two brochures outlining programs and classes sponsored by the City of Dublin. This brochure has been mailed to each household within the Dublin San Ramon Services District boundaries . The inclusion of the San Ramon residents in this mailing was a requirement of the Shannon Community Center lease and is desirable to effectively market the programs offered at the Shannon Community Center. City Staff has been working on a comprehensive public information program which will address both the distribution of information related to community activities and the need to obtain feedback on the current provision of City services . This program will be presented to the City Council at its regular meeting on January 2S , 1985 . Staff has investigated methods by which the City can provide public information in a cost effective manner. Several cities throughout the State of California have utilized the development of a non-profit corporation to obtain reduced postage rates . The City currently pays 7 . 40 for each recreation brochure which is mailed . This bulk mailing rate requires that the brochures be bundled in quantities which correspond to each individual carrier route . If the City were to establish a corporation which held a non-profit status , the cost of mailing would be reduced to 5 . 2¢ per item mailed. If the City had qualified for this reduced postage for the mailing of the Winter Recreation Brochure , a savings of approximately $250 would have been realized . Given the City ' s current commitment to producing a recreation brochure and the interest in providing a community newsletter, it is recommended that the City pursue the establishment of a non-profit corporation. Attached are the Draft Articles of Incorporation and Bylaws for Dublin Information , Inc . These documents have been reviewed by the City Attorney. The Bylaws establish a Board of Directors consisting of 7 members . Each member of the City Council would be a member of the Board of Directors along with the City Manager, who would serve as Secretary. The City Manager would appoint a City Staff member who would serve as Finance Officer for the Corporation. The initial filing cost will be $220. The City has the option of filing for an exemption for $200 of the filing fee , however, this will lengthen the time necessary for the issuance of the Corporation' s non-profit status and this additional cost would be offset by the savings of mailing the City' s next brochure . It is estimated that the certification process without requesting a fee waiver, will take from one to three months . It is recommended that the City Council authorize the INlayor to sign the Declaration of the Articles of Incorporation and direct the City Attorney to file the necessary documents with the Secretary of State . ---------------------------------------------------------------------------- COPIES TO : ITEM NO. di , /0 BYLAWS OF THE DUBLIN INFORMATION, INCORPORATED ARTICLE I . OFFICES Principal Office Section 1 . 01 . The principal office of the Corporation for the transaction of its business is located at the City of Dublin City Offices, 6500 Dublin Blvd. , Suite 101 Dublin, California. Change of Address Section 1. 02 . The Board of Directors is hereby granted full power and authority to change the principal office of the Corpor- ation from one location to another in the County of Alameda, California. Any such change shall be noted by the Secretary of these Bylaws . ARTICLE II . MEMBERS Classification of Members Section 2 . 01 . There shall be only one class of membership in the Corporation. The members of the Corporation shall be the persons named in these Bylaws to act as the first directors of the Corporation. The members shall have the power to admit new members or to fill vacancies in the membership, provided that no person shall be eligible except an individual who also has been approved for membership by the City Council of the City of Dublin. Membership shall continue until terminated as provided in Section 2 . 02 hereof . Section 2 . 02 . Subject to the provisions of Section 2 .04 hereof, membership of any member shall terminate upon the resignation or death of such member. The membership of any member also may be terminated by the vote of a majority of all of the members exclusive of such member, except that no member may be terminated without also having been terminated by the City Council of the City of Dublin. Section 2 . 03 . No membership, or any right arising therefrom, shall be transferable and any purported transfer thereof shall be void and of no force or effect. Section 2 . 04 . No member shall have any right or interest in any property of the Corporation. Each member shall be entitled to one vote and may vote or act .either in person or by proxy. Section 2 . 05 . No member shall be liable for any dues or assessments . Meeting Place and Time of Meeting Regular Meetings Section 2 .06 . (a) The members shall meet annually, without call or notice, on the fourth Monday of January of each year at The Dublin Library, 7606 Amador Valley Blvd. , Dublin at 7 : 30 p.m. , or as changed from time to time as specified in Section 1 . 02 of these Bylaws . Special Meetings (b) Special meetings of members shall be called by the Chairman and held at such place as is fixed by Section 2 . 07 (a) of these Bylaws for regular meetings of members . Special meetings shall be held on not less than 10 nor more than 90 days written i notice by first class mail, postage prepaid. Notice of the special meeting need not be given to any member who signs a waiver of notice or a written consent to the holding of meetings, or who attends the meeting without protesting prior thereto or at its commencement, the lack of such notice to such member. All such waivers , consents, and approvals shall be filed with the corporate records or made part of the minutes of the meeting . Quorum (c) A quorum at any meetings of members shall consist of a majority of the members . The members present at a duly called or held meeting at which a quorum is present may continue to transact membership business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if such action taken, other than adjournment, is approved by at least a majority of members required to constitute a quorum. In the absence of a quorum, any meeting of members may be adjourned from time to time by the vote of a majority of votes represented in person, but no other business may be transacted except as provided herein. Conduct of the Meeting Chairman Section 2 . 07. (a) The person who is Mayor, or in that person' s absence , the Pviayor Pro Tempore of the City of Dublin shall be the Chairman of and shall preside over the meeting of the members . Secretary (b ) The Secretary of the Corporation shall act as the Secretary of all meetings of members ; provided that in that person' s absence , the Chairman shall appoint another person to act as Secretary to the meeting. ARTICLE III . DIRECTORS Number Section 3 . 01 . The Corporation shall have seven (7) Directors . Collectively the Directors shall be known as the Board of Directors . (qualifications Section 3 . 02 . (a) One (1 ) Director of the Corporation shall be the City Manager for the City of Dublin. One (1 ) Director of the Corporation shall be the Administrative Assistant to the °City Manager, for the City of Dublin or other City employee as designated by the City Manager. The other five ( 5 ) Directors of the Corporation shall be those individuals elected or appointed as Councilmembers to the City Council of the City of Dublin. (b) The Chairman of the Board of Directors. shall be the Mayor of the City of Dublin, the Vice Chairman of the Board shall be the Mayor Pro Tempore of the City of Dublin, and the Secretary of the Board of Directors shall be the City Manager of the City of Dublin. Term of Office Subject to the provisions of Section 3 . 02 , the Directors shall each serve as a Director for that period of time during which each holds said position. At such time as a person is appointed or elected to any of said positions, that person's term as Director shall automatically begin. . Compensation Section 3 . 04 . The Directors shall serve without compensation, except that they may be reimbursed for necessary and reasonable expenses incurred in the performance of their duties as Directors . MEETINGS Call of Meetings Section 3 . 05 . (a) Meetings of the Board may be called by the Chairman of the Board, the Vice Chairman, the Secretary, or any two (2 ) Directors . Place of Meetings (b) All meetings of the Board shall be held at the principal office of the Corporation as specified in Section 2 .06 of these Bylaws or as changed from time to time as provided in Section 1 . 02 of these Bylaws . Time of Regular Meetings (c ) Regular meetings of the Board shall be held, without call or notice, on the fourth Monday of January, of each year at 7 : 30 p.m. ; provided, however, that should said day fall upon a legal holiday, then said meeting shall be held at the same time on the next day thereafter ensuing which is not a legal holiday. Special Meetings (d) Special meetings of the Board may be called by the Chairman of the Board, the Vice Chairman, the Secretary or any two ( 2 ) Directors . Special meetings shall be held on four (4 ) days ' notice by first-class mail, postage prepaid, or on forty-eight hours ' notice delivered personally or by telephone or telegraph. Notice of the special meeting need not be given to any Director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of such notice to such Director. All such waivers, consents , and approvals shall be filed with the corporate records or made a part of the minutes of the meetings . Quorum (e) A majority of the authorized number of Directors constitutes a quorum of the Board for the transaction of business, except as hereinafter provided. Transactions of the Board ( f) Except as otherwise provided in the Articles , in these Bylaws, or by law, every act or decision done or made by a majority of the Directors present at a meeting duly i held at which a quorum is present is the act of the Board, provided however, that any meeting at which a quorum was initially present may continue to transact business notwithstanding the withdrawal of Directors if any action taken is approved by at least a majority of the required quorum for such meeting or such greater number as is required by the law, the Articles , or by these Bylaws . Amendment of the Bylaws (g) Amendment of these Bylaws shall be by a majority vote of the then-present Directors, provided, however, that a vote for amendment may not be called unless a majority of those members of the Board present at the meeting who also are Councilmembers of the City of Dublin give approval to such amendment. Adjournment (h) A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place . If the meeting is adjourned for more than twenty-four ( 24 ) hours , notice of the adjournment to another time or place must be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment. Action Without Meeting Section 3 . 06 . Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board individually or colletively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of such Directors . ARTICLE IV. OFFICERS Number, Qualifications , and Titles Section 4 . 01 . (a) The officers of the Corporation shall be a Chairman, a Vice Chairman, a Secretary, a Chief Financial Officer, and such other officers with such titles and duties as shall be determined by the Board and as may be necessary to enable it to sign instruments . Any number of offices may be held by the same person, except that neither the Secretary nor the Chief Financial Officer shall serve concurrently as the Chairman of the Board. (b) The officers of the Corporation shall be those persons mentioned in this subsection. Subject to the provision of Sections 4 . 04 and 4 . 02 , the officers of the Corporation known as the Chairman shall be the Mayor of the City of Dublin; the officer of the Corporation known as the Vice Chairman shall be the Mayor Pro Tempore of the City of Dublin; the officer of the Corporation known as the Secretary shall be the City Manager of the City of Dublin; and the officer of the Corporation known as the Chief Financial Officer shall be designated by the Secretary/City Manager of the City of Dublin. i Appointments Section 4.02 . The officers of the Corporation shall be chosen by and shall serve at the pleasure of the Board of. Directors , subject to the rights , if any, of an officer under any contract of employment . Duties of an Officer Chairman Section 4. 03 . (a) The Chairman shall be the general manager and chief executive officer of the Corporation and shall have , subject to the control of the Board of Directors , supervision, direction, and control of the business and affairs of the Corporation. Such officer shall preside at all meetings of the Board of Directors . Such officer shall perform all duties incident to the office of the Chairman and such other duties as may be required by law, by the Articles of Incorporation, or these Bylaws , or which may be prescribed from time to time by the Board of Directors . Vice Chairman ( b ) In the absence of the Chairman, or in the event of that person ' s inability or refusal to act, the Vice Chairman shall perform all the duties of the Chairman, and when so acting, shall have all the powers of, and be subject to all the restrictions on, the Chairman. The Vice Chairman shall have such other powers and perform such other duties as may be prescribed by law, by the Articles, or by these Bylaws, or any may be prescribed by the Board of Directors . Secretary (c ) The Secretary shall keep or cause to be kept at the principal office of the Corporation, or such other place as the Board of Directors may order, a book of minutes of all meetings of the Board of Directors . The Secretary shall perform such other and further duties as may be required by law or as may be prescribed or required from time to time by the Board of Directors . Chief Financial Officer (d) The Chief Financial Officer of the Corporation shall keep and maintain in written form or in any other form capable of being converted into written form, adequate and correct books and records of account of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains and losses . The books and records of account shall at all times be open to inspection by any Director of the Corporation. The Chief Financial Officer shall deposit all monies and other valuables in the name of and to the credit of the Corporation with such depositaries as may be designated by the Board of Directors . The Chief Financial Officer shall disburse the funds of the Corporation as ordered and in a manner prescribed by the Board of Directors , and shall render to the Chairman and the Directors , on request , an account of all such officer' s transactions as Chief Financial Officer, and of the financial condition of the Corporation. The Chief Financial Officer shall perform such other and further duties as may be required by law or as may be prescribed or required from time to time by the Board of Directors or these Bylaws . Resignation and Removal of Officers Section 4. 04. any officer other than those named in Section 4 .01 may resign at any time or written notice to the Corporation without prejudice to the rights , if any, of the Corporation under any contract to which the officer is a party. Officers other than those named in Section 4. 01 may be removed with or without cause at any meeting of the Board of Directors by the affirmative vote of a majority of all of the Directors . ARTICLE V . CORPORATE RECORDS AND REPORTS Keeping Records Section 5 . 01 . The Corporation shall keep adequate and correct records of account and minutes of the proceedings of its Board , and committees of the Board. The minutes shall be kept in written form. Other books and records shall be kept in either written form or in any other form capable of being converted into written form. Annual Report Section 5 . 02 . The Board shall cause an annual report to be prepared not later than one hundred twenty ( 120 ) days after the close of the fiscal year which shall be the calendar year. The report shall contain all the information required by Section 6321 (a) of the Corporations Code and shall be accompanied by any report thereon of independent accountants, or if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation. The annual report shall be furnished to all Directors. Annual Statement of Certain Transactions and Indemnifications Section 5 . 03 . The Corporation shall furnish annually a statement of any transaction or indemnification described in Section 6322 (d) and ( 3 ) of the Corporations Code, if such transaction or indemnification took place . Such annual statement shall be affixed to and sent with the annual report described in Section 5. 02 of these Bylaws . Dated: Incorporator ARTICLES OF INCORPORATION OF DUBLIN INFORMATION, INCORPORATED 'The name ' of 'this Corpora Eion is Dublin Information, # ' v t < Incorporated. II This Corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law -for both public and charitable purposes . III The purposes for which this Corporation is formed 'are: _ (a) to establish and maintain 'an ;adequate line of - � communication between the City of Dublin and its resident 1 citizens to the end that the residents will be aware .of .the general conditions, including the problems, of the City and of general matters of continuing interest to residents of the City of Dublin; (b) To provide training, educational, vocational and professional development programs for City of Dublin employees and residents . (c ) to provide for the distribution of information describing events and activities of interest to Dublin residents and when approved by the Board of Directors , to include the service areas of other public -agencies whose boundaries -include the City of Dublin.*` Ft +;_ .. `.. y `'.. ry• �: ..rt s t _ ST �t''. '� .w.e�'*y ''teS }�3 4X art;�i., x t.� . . - .i r a t . ! r. .u ... )ky. ,l.r +k•• Y .. ,, +y'i 3 L (d) y, any other purpose benefi c ialtothetpublic (Dublin �,Y ; t r t+r 'c ♦r - - . t . g J-s r 4 f . ', _: f 1 r"`,+ ��} 5 \� r +e+E„'}t e�J �4�7rr 14^Lx,�„A •�.rx���x; �r s F,"+,�. ice. 1 T - ,_+ ' residents) y l ! �i .t4.: - ' .;' ,,.Z a ✓•:' Yl'`;. :+' + i.,+fj{,'}''1 Ar i'�4F��'L" �� �r .q?'a#-t.Ll.t�rk'Ct�is;K' t ,t at � - r ;t, ;rr r S . .: .-- -. ,ryf•. t'' �' i Pytt'3vYL" :� :'Notwithstanding �any:'�of•'�the aboveS"4tistat ?em yl ents�of,. burposes ands'� i. l, powers , this Corporation shall not engage in activities or :- - exercise any powers that in themselves are not in furtherance of the purposes set forth in subparagraphs (a) (b) (c ) and -(d) for this Article . IV The name and complete address in the State of California for this Corporation' s initial agent for service of process is : Mr. Michael R. Nave , Dublin City Attorney 1220 Howard Avenue , Suite .250 Burlingame, . CA 94010 4211 { E (a) The property of this Corporation is irrevocably dedicated to the purposes set forth above and no part of the net income or assets of this organization shall never inure to the benefit of any Director, member, or Officer thereof , or to the benefit of any private persons . (b) On the dissolution or winding up of the Corporation, its assets remaining after payment of, or provisions for payment, : of all debts and liabilities of this Corporation shall be distributed to the City of Dublin. VI Notwithstanding any 'other provision in these :Articles of ;t.. Incorporation, the Corporation shall be subject to the .following limitations and restrictions : (a) The Corporation shall distribute its income for each taxable year at such time and in such manner .as not to .become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954 ; : ' (b) The Coporation shall not engage in any ..act of :-self dealing as .defined in Section 4941 (d) of the Internal Revenue vc. ,Code of 1954 ; •(c) :'The Corporation shall not .retain any excess business ° +r holdings as defined in Section 4943 (c) of .the ..Internal :Revenue , Code of 1954 ; (d) The Corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1954 ; (e ) The Corporation shall not make any taxable expenditures as defined in Section 4945 (d) of the Internal Revenue Code of 1954 ; (f ) This Corporation is, organized and operated exclusively I for public and charitable purposes within the meaning of Section 501 (c) ( 3 ) of the Internal Revenue Code; (g) The Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501 (c) ( 3 ) of the Internal Code of 1954 (or the corresponding provision of any future Internal Revenue Code ) or by corporation contributions which are deductible under Section 170 (c ) ( 2 ) of the Internal Revenue Code of 1954 (or the corresponding provision of any future Internal Revenue Code ) . Dated: Incorporator DUBLIN INFORMATION, INCORPORATED 6500 Dublin Boulev . Suite 101 Dublin, California X68 DECLARATION I hereby declare that I am the person who executed the foregoing Article of Incorporation, which signature is my act and deed. Incorporator Mayor of the City of Dublin California Dated: