HomeMy WebLinkAboutReappointment - M.Leo - Rep on the Joslyn Center BrdSTAFF REPORT
CITY OF PALM DESERT
CITY CLERK DEPARTMENT
MEETING DATE: April 25, 2019
PREPARED BY: Rachelle Klassen, City Clerk
REQUEST: Reappointment of Margaret (Peggy) Leo as the City of
Palm Desert's Representative on the Joslyn Center Board of
Directors for a two-year term, July 1, 2019 - June 30, 2021.
Recommendation
By Minute Motion, reappoint City of Palm Desert representative
Margaret (Peggy) Leo to the Joslyn Center Board of Directors for a
two-year term, July 1, 2019 — June 30, 2021, pursuant to
Joslyn Center Bylaws, Article VI, Section 2, and Article VII, Section 3,
respectively.
Strateqic Plan
No specific Priority.
Background Analvsis
The Joslyn Center is dedicated to improving the well-being of adults 50+ through
innovative programs and services that have a positive impact on seniors and our
community as a whole. Pursuant to the Cove Communities Senior Association
(Joslyn Center) Bylaws, as amended on September 23, 2014, Article VI, Section 2
(attached, see page 6), each Cove Association Member City shall appoint one
Director to the Board. Additionally, each city may have one City Council liaison and
an alternate, currently Councilmember Kathleen Kelly, with Alternate
Councilmember Jan Harnik.
On May 24, 2018, Ms. Leo was appointed by City Council as its representative to
the Joslyn Center Board, taking the seat formerly held by Kathleen Kelly following
her election to City Council in November 2016. Not only has Ms. Leo served
admirably in this capacity, but also she was recently honored as Palm Desert's 2019
Senior Inspiration Award recipient for her own volunteerism there.
Upon staffs contacting Ms. Leo about her service, she resoundingly said she would
very much like to continue. According to the Bylaws referenced, Article VII,
Section 3 (attached, see page 7), Directors' terms of office shall be two years,
April 25, 2019 — Staff Report
Reappointment of City Representative to Joslyn Center Board
Page 2 of 2
coinciding with the fiscal year. Therefore, a request for reappointment to a two-year
term of July 1, 2019, through June 30, 2021, is presented for approval.
Fiscal Analysis
There is no fiscal impact associated with this request for reappointment.
LEGAL REVIEW
DEPT. REVIEW FINANCIAL CITY MANAGER
Approved as to Form or
REVIEW
Content
N/A
N/A
Robert W. Hargreaves
Rachelle D. Klassen Janet M. Moore Lauri Aylaian
City Attorney
City Clerk Director of Finance City Manager
ATTACHMENTS:
1. Peggy Leo's e-mail response of March 27, 2019
2. Application of Margaret (Peggy) Leo
2. May 24, 2018, City Manager Memo with City Council Action
3. Cove Communities Senior Association Bylaws
Klassen, Rachelle
From: Peg Leo <pegleo@aol.com>
Sent: Wednesday, March 27, 2019 4:20 PM
To: Klassen, Rachelle
Subject: RE: Joslyn Center Board of Directors - Interest in Continued Service
I would very much like to continue to serve on the Joslyn board and be reappointed.
Thank you.
Peggy leo
()n Rlall h 11) d,`a,, c rklassen@cityofpalmdesert.org r(1%.:
Good afternoon, Ms. Leo.
Hope this finds you well. Thank you for serving the City as its representative to the Joslyn Center Board of
Directors since May 24, 2018! The City is very appreciative of all of its volunteer Committee/Commission
Members and appointees to its affiliated agencies and organizations — we can't do it without you!
I'm reaching out today in anticipation of the upcoming expiration of your term on the Joslyn Center Board
(term expiration June 30, 2019). Are you interested in being reappointed and continuing to serve? Please let
me know by either replying to this e-mail or telephoning me at 760-776-6304 to confirm your desire.
Once your response is received, we can be ready with a staff report to City Council in the near future to ensure
our representation on the Joslyn Board is uninterrupted. Again, thank you for your past service and for, we
hope, your future service as well. If there is anything else with which I can assist, please do not hesitate to let
me know.
Rachelle Klassen
City Clerk
µ Ph:760.346.0611 Direct: 760.776.6304
rklassen@cityofpalmdesert.org
www.cityofpalmdesert.org
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APPLICATION FOR COMMITTEE/COMMISSION SERVICE
a Public Document m
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�y CITY OF PALM DESERT s
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73510 Fred Waring Drive, Palm Desert, California 92260
:XOX
Telephone: (760) 346-0611
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The Application Package for Committee/Commission Service includes this two-pagec$ersoaF
information form, along with Applicant Questionnaire, to be completed after attending twd,�?)
meetings of the Committee or Commission of your choice.
Indicate your preference for service on the following Committees or Commissions.
Please choose no more than three (#1 = First, #2 = Second, #3 = Third).
Architectural Review Commission
Art In Public Places Commission
Audit, Investment & Finance Committee
Building Board of Appeals & Condemnation
Cultural Resources Preservation Committee
El Paseo Business Association Board
Hotel & Signature Events Committee
Housing Commission
Library Promotion Committee
— Marketing Committee
_ Parks & Recreation Commission
Planning Commission
Public Safety Commission
_ Rent Review Commission
_ Sustainability Copmittee I
Other: ( o 06ar �1
2.
Name: 4-eo M/4f�G- 1+r, eT
E
Last First
Middle Initial
3.
Residence:'
Street City Zip Code
Telepnone
'With some exceptions, residency within the City limits of the City of
Palm Desert is required for
Committee/Commission Service (P.D.M.C. § 2.34.010[c]).
4.
Business Address: h//-/
5.
Stree City Zip Code
Preferred E-mail:C O Yr�
Telephone
6.
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Education: S n u r a'-i' ��-1-ca�� �J�rlC i ✓, �s %��y������111�
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Current Occupation: Y' ttI r e- eQ C
8.
Em loyment Experie re ce (beginning with d sent on): or most curre t p9siti
�1I, e s
Kt- -t--; Aa �� fiQ�rc Qr,
name of Business/Addresk Your Title
Employment Dates
Name of Business/Address Your Title
Employment Dates
Name of Business/Address
Your Title
Employment Dates
9. Members of the Planning Commission and Rent Review Commission must be Palm Desert
registered voters.
*1 have been a City of Palm Desert resident since: / `'1 C1/
"I have been a registered voter in the City of Palm Desert since.
CITY OF PALM DESERT - Application for Committee/Commission Service Page 2
10. Local residents who are qualified to comment on my capabilities (preferably someone not directly
connected with the City of Palm Desert):
-Dr.J�r1-5 j ��^t � S v ti�1 3 �1 SDD s( �o k S-i; es-e rt �066 3W -U
Name Address Telephone � p r'x'�g�
���11('I �1 ►r1 � ��11\11���i `1`�5`���rC'� Cyr. � p��m�e5er� �(�li- '�.� �
Name Address Telephone %
11. YOUR PERSONAL STATEMENT OF QUALIFICATIONS (add attachments, if necessary):
1101
12. Have you ever served on any City Committee or Commission previously? If yes, describe:
416
Date: Applicant Signature: ��2� C -mod
y Printed Name:
You may attach additional sheets or information as you feel necessary. Application will remain on file as active for
a period of two (2) full years or until the City Clerk's Office is notified otherwise.
NOTE: Disclosure of economic interests is required of those appointed to serve on the City's
Committees and Commissions pursuant to the City of Palm Desert Conflict of Interest Code.
THIS AREA FOR OFFICIAL USE ONLY:
H \WPdata\WPDOCS\CMTES\Cmte Forms\cmte appl 2-pages-2015-Oct.wpd 07 Oct 2015
Margaret E. Leo,
Home:' Cell:
Personal Statement of Qualifications
• Forty years of teaching experience with leadership roles in educational
programs including DSUSD Teacher of the Year honors
• Belief that change requires active involvement which includes current
service on the Portola CC (HOA) Compliance Committee and membership in
the California Retired Teachers Association and other organizations.
• An understanding of the needs of our community because of my 25 years in
the Coachella Valley including serving as site coordinator for DSUSD
Homeless Students Program including and feeding participants
• Interaction with diverse people that has led to a broad understanding of
the needs and desires of individuals and organizations which includes
feeding the hungry through St. Margaret's Outreach Center
• Belief in and commitment to the mission of the Joslyn Center; fulfilling that
commitment through active participation in the Center's programs.
Including Joslyn Singers, Joslyn Strummers and Go 4 Life Program.
I I y I U I P 0 [ M DESERT
7 3-5 I 0 PRED WAR ING DRIVE
PALM D SERT, CALIFORNIA 92260-2578
TEL: 760 346-06 i i
FAX: 7 60 340-0574
ciryhallC�c i.palm-c�esrrc.cr.ut
01FU.E OF THE MAYOR
June 4, 2018
Ms. Margaret (Peggy) Leo
74388 Zircon Circle E
Palm Desert, California 92260
Dear Ms. Leo:
It is with great pleasure that I write this letter officially notifying you that
the City Council, at its regular meeting of May 24, 2018, appointed you
as the City of Palm Desert's representative on the Joslyn Center Board
of Directors for a term to June 30, 2019, to fill the vacancy occurring with
Kathleen Kelly's election to the Palm Desert City Council in November
2016.
On behalf of the City Council, thank you for your willingness to serve
your community. We know that your talents will be very valuable to the
Joslyn Center Board, which is scheduled to meet next on Tuesday,
June 26, 2018. 1 hope you will feel free to contact me or any member of
the City Council if we can ever be of assistance to you.
SABBYJ(NATHAN
MAYOR
SJ:mgs
cc: Jack Newby, Executive Director, Joslyn Senior Center
CITY OF PALM DESERT
CITY MANAGER'S OFFICE
INTEROFFICE MEMORANDUM
To: Honorable Mayor and Members of the Palm Desert City Council
From: Lauri Aylaian, City Manager
Date: May 23, 2018
Subject: Joslyn Center Board of Directors Vacancy
The Palm Desert City Council is permitted to appoint one member of the Joslyn Center
Board of Directors; most recently that appointee was Ms. Kathleen Kelly. Since her
election to the City Council, Ms. Kelly has served as the Liaison to the Joslyn Center
Board, which has left a vacancy on the Board of Directors itself. The Board of Directors
position that is now vacant expires in December 2019.
The Joslyn Center is launching a strategic planning project in June, and would like to
have the vacant Board position filled before they commence. Since that effort will begin
before the next meeting of the City Council, I am requesting that an item be added to
the agenda for the May 24, 2018 meeting of the City Council. This action would take a
4/5 vote of the City Council to be added under the New Business section of the agenda.
If the City Council chooses to add this item to the agenda, I would ask that they
consider appointing a resident who recently submitted an application for
committee/commission service. The applicant, Margaret Leo, identified the Joslyn
Center Board as her first, and only, area of interest. Ms. Leo has been a resident of
Palm Desert since 1991 and is an active participant in the Joslyn Center programs. She
serves on no other City committees or commissions. Her application is attached to this
memorandum for your consideration. There is currently only one other application on
file expressing interest in appointment to the Joslyn Center Board of Directors. That
applicant, Ms. Carol Schaudt, has recently started serving on the Public Safety
Commission. A copy of her application is also attached to the memorandum for your
information.
Honorable Mayor and W. nbers of the Palm Desert City Coun.-a
Page 2
May 23, 2018
If you have any questions regarding this request for an addition to the agenda for the
City Council meeting, please contact me at your convenience.
CITY COUNCIL ON
'LAURI AYLAIAN APPROVED DFNTILf
CITY MANAGER RECEIVED OTHER
IAy • -
Attachments (as noted)
MEET C, D TE
AYES:
NOES:
ABSENIN
ABSTAINr (
VERIFIED BYs 1
Original on File with City Ckrk's Oft1ce
0
n
BYLAWS
OF
COVE COMMUNITIES SENIOR ASSOCIATION
Adopted by the Board of Directors on
September 14, 2004,
and as amended by the Board of Directors on
February 24, 2004,
and as amended by the Board of Directors on
December 20, 201 l ,
and as amended by Board of Directors on
September 2"), 2014
Pursuant to sections 51 10 through 6910 of the
Nonprofit Coilm-ation Law of the State ofCaliturnia.
JABLE S
AR'I IC LE 1: NAME AND PURPOSE ............................................................................ 4
SECTION 1. NAME OFCORPOR'l ATIO\ . ............................................... 4
SECTION?. MISSION ;AND PURPOSE OF CORPORATION . .......................... 4
SECTION 3. MEAMBF16 ........................................................................ 4
ARTICLE II: '\IENIBERSIIIP ORGANIZATION . ....................................................... 4
SECTION' 1, 'MEXIBERS OF THE BOARD OF DIRECTORS ......................... 4
SECTIO\2. ACTION BY BOARD OF DI IZ EUI ORS .............................................. 4
ARTICLEIII: OFFICES .................................................................................................. 5
SECTION 1. PRINCIPAL OFFICE..............................................................................
ARTICLE IV: PROHIBITION AGAINST PARTISANACTIVITIES .......................
ARTICLE V: DEDICATION OF ASSETS
............. 5
ARTICLE VI:
ELECTION OF DIRECTORS .............................................................
()
SECFION 1.
NOMINATIONS AND SELECTION OF DIRECTORS .......................
6
SEC'TIO\2.
DIRECTORS APPOINTED BY CITIES ....................................
6
SECTION3.
VOTE RI---Qt'lIZEf)TOEI-EC-rDIRI-C--I-OIZSA\-t)01--I:I('I--IZS ........
()
ARTICLE VIE
DIRECTORS .........................................................................................
7
SECTIONt.
PMVERS ................................................................................................
7
SECTION2.
NUMBER AND QI;AI,IFIC',-\T[ON OF DIRECTORS . . . . . . . . . . . . . . . . . . . . .
. . . / 7
S[-'(-'-I'[O\ 3.
TI-,JZ\IS OF OFFICE OF DIRECTORS ...............................................
7
SECTION 4.
VA CA N CI F S .........................................................................................
8
SECTION 5.
PLACF OF MEETINGS: MEETINGS BY TELEPHONE .... ***''*'* ....
* " 8
SECTION 6.
NOTICE OF \IFI--'I'IN(3s .....................................................................
9
SF (. J ION 7.
Quoltum ..............................................................................................
9
SE('I'[O\ S.
ADJOURNMEN-1 ..................................................................................
9
SECTION 9.
NOTICE OF ADJOURNMEN-1 ..............................................................
9
SF('TI0N 10.
ACTION WITHOL'I MEETING .........................................................
I
F--('Tl()\ I i.
F FES AND (*M I PF.\SA I 1(-).\ -01- D [ RL(A ORS ..............................
Iti
ARTICLE"III: COMMITTEES ................... I ....................................... I ........................ I()
SECTION I. COMNIII'FEES OFDIRECTORS........................................................ 10
SECTION-2. .............................. I
ARTICLEIX: OFFICERS ............ ......... I ............... I ...................................................... I
SECTIONI. OFFICERS ............................................. .............................................. I
SECTION-2. APPOINTMENTOFOFFICERS................................................... I
SECTIO\ -3. RI--\\,10\'AL- OF OFFICERS ................................................................. I I
SFICHON 4. RL-SIGNATION 01: ............................................................ I I
S 1: C' I'l 0 N 6. VA UA N CI F.- S IN 0 1: 1: 1 (T s ................................... ............................... I
SECTION "I. RESPONSIBILITIF') OF OFFICERS ................................................... I
ARTICLE X: INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
ANDOTHER AGENTS ....................... ....................................... ...... ............................
ARTICLE XI: RECORDS AND REPORTS ................................................................. I
SECTION 1. MAINTENANCEANDINSPECTION OF ARTICLES AND
BYLAWS............................................................................................... I
SECTION 2. MAINTENANCE AND INSPECTION OF CORPORATE
RECORDS.............................................................................................. I
SECTION 3. INSPECTION BYDIRECTORS ........................................................... 13
SECTION 4. ANNUAL AUDIT RFPORT ................................................................... I
S1 -1 CTI 0 N 5. FISCAL )TAR ...................................................................................... 14
ARTICLE XII: CONSTRUCTION AND DEFINITIONS .......................................... 14
ARTICLE XIII: AMENDMENTS .................................................................................. 14
(-'ER-l'IFI(",kT['OFADOPTION OF ANIFNDED BYLANN'S .............. I ...................... 1-4
3
C;pon the licluidatioth or dissolution of the Corporation. all properties and assets and
Obligations shall be distributed for one or more exempt purposes within the meaning of
section 501 (c) [3) of the Interrial Revenue Code, or corresponding section of any future
federal tax code, or shall be distributed to the federal government, or to a state or local
government, ror a public purpose. :any such assets not disposed of shall be disposed of by
the applicable: court of the courhty ill Which the principal office of the Corporation is then
located. exclusively for such purposes or to such organization or organizations, as said court
shall determine. we ich are organized and operated exclusively for such purposes.
ARTICLE VI
ELECTION OF DIRECTORS
SECTION 1. NOMINATIONS AND SELECTION OF DIRECTORS
(a) Board ❑evelovinent Committee. Tile President shall appoint a Board ❑evciophhhent
Committee to select a slate of qualified candidates for election to the Board of
Directors. The Board Development Committee shall submit a «rittcn report to the
Board of Directors at least thirty days before the date of any election of directors.
This Committee shall also be charged with nominating a slate oFofficcrs for the
coshing year.
(b) Nominations may be made from the floor by the Directors in addition to the slate
offcrcd by the Board Development Committee.
SECTION ?. DIRECTORS APPOINTED BY CITIES
One Director each shall be a }ointed bv the rities, of Palm Desert. Rancho N irage and
Indian Wells to the Board of Directors. Such Directors shall have the same general and
specific powers as do the other members of the Boar(Fof Directors. Additionally, the Cite
Councils of �aTn Desert. Rancho Mirage and Indian Welts may desi� n-M-Mne Council
member to attend board meetings as a liaison, with capacity to participate apart from voting
ri-hts and committee assignments. Tile designee may have an alto ate.
SECTION 3. VOTE REQUIRED TO ELECT DIRECTORS ,AND OFFICERS
Other than Directors appointed by the cities of Palm Desert. Rancho lfira e and Indian
Wells, candidates rec;ei%ink- the highest number of votes shalt be elected as directors. In
addition those receivingr the hi�,hest number of votes of the specified slots titer officers shall
be declared tine winners.
tel
ARTICLE Vli
DIRECTORS
SL:CTION 1. P0\VERS
(a) General Corporate Powers. Subject to the provisions of the California Nonprofit
Corporation Laic and an}, limitations in the Articles of Incorporation and these bylaws. the
business and affairs of tilt Corporation shall be managed. and all corporate powers shall be
exercised, by or under direction of the Board of Directors, and sliall be referenced
specifically by "Roberts Rietes ot'Orrder as amended or revised for the conduct of all
tilectirigs.
(h) Specific Powers. Without prejudice: to those general powers. and subject to the same
limitations. the directors shall have the power to:
(i) Set policy for the Corporation and insure that such policies are carried out.
00 Select and remove the Executive Director of the Cogvration; prescribe any
powers and duties for them that are consistent with law. «vith the Articles of
Incorporation. and with these bylaws: and fix their corn pensatioti.
(iii) Change the principal executive office or the principal business office in the
State of California from One location to anothor.
ON-) Adopt. nuke. and use a corporate seal: and alter the form of such seal.
(v) Borrnu moncy and incur indebtedness on behalf of the Corporation and cause to
be executed and deliN ered for the Corporation's purposes. in the corporate name,
promissory notes, bonds. debentures, deeds of trust. mortgages, pledges.
hypothecations, and other evidences of debt and securities.
SECTION 3. NUMBER AND QUALIFICATION OF DIRECTORS
The authorized number of the directors shall be a maximum of seventeen (17). including oils
director each appointed by the cities of Palm Desert. Rancho llira��e and Indian Wells. 4
SECTION 3. TERMS OF OFFICE OF DIRECTORS
I -he terms of office of all Directors shall be two vears, sinless a Director is elected to fill a
acancy with a partial terns Net to be completed pursuant to Section 4 below. Di
rectors may
be elected, or appointed by the Cities of Palm Desert. Rancho Mirage and Indian Fells. to
additional two-year terms. Each director. including a director elected to till a vacancy. sli ll
hof�doffice until expiration of the terns for which elected. Terns of office shall.coincide
with the Corporation's fiscal year.
SECTION 4. VACANCIE:S
(a) Events Caus►nu `'acancti. A ,aeancy or \acancies on the Board of Directors shall be
deemed to exist on the occurrence of the followillo:
(1) The death, resignation, or removal of any director.
(ii) Failure by a director to attend two (2) board meetings in one calendar year.
(iii) An increase in the authorized number of Directors.
(iy) When electing a director under this clause, the Board shall identify the vacancy
being filled and the cnd-date of the term, which should coincide \rith the
Corporation's fiscal year, as specified in Section i hereof.
A \ acaney nun\ be tilled at any tinge throughout the year.
(b) Resignations. Except as provided nl this paragraph. all)' director nim resign at any, tulle.
\\hick resignation shall be effective on \\titten form. either hard copy or electronic notice, to
the President, the secretary, or the Board of Directors, unless the notice specifies a later tithe
for the resignation to become effective. lithe reshmation ofa director is effective at a future
time, the Board of Directors shall make e\er)- reasonable effort to elect a successor to take
office when the resit -nation becomes effective.
(c) Remo%al of Directors. The Beard of Directors may remove a director at any tinge.
Without cause, if such removal is approved by the ma)orlty of the Board of Directors then ill
Office. The Board of Directors may remove a director for cause upon the occurrence of the:
follO\\'llleU eyelltS:
(1) A director has been declared Of Unsound mind by a final court order;
(ii) A director has been convicted ofa felon`: or
(iii) A director has been found by a final order or judgment of the court to have
breached a duty under Section 5210 throu1-11I 5239 of the California
Nonprofit Corporation Law.
1d) No Vacanc\ on Reduction of "Number of Director;. No reduction of the aUtllorized
nunlhcr of director; shall ha\ e the effect ttf 1'en1O\ 11W an\director befOre that directors term
of office expires.
SECTION ;. PLACE OF MEETINGS, MEETINGS BY TE:LFPHONE
Reoular meetimis of the Board of Directors may be held at any place \\ ithin or outside the
State of California that has been designated from (line to time by resolution of the Berard. In
the absence of such desiyznation. re�,ullar meetings shall be held at the principal executiyc
office of die C'ttrpormhmi. Special nwetillus of the Board shall he held at all\ place "]thin or
outside the State of CaflAnd that has been des Iullated ill tilt: noticc of tilt niceting or, if Ilol
stated in the notice or ifthere is no notice. at the principal Cxecuti\C office of the
C'orllormbm Not" Alistandin`, the aho\ C pro\ kilns of tills Section. a regWar or special
meetinL! of the Board of Directors llla\ he held at any place consented to in \\ riting by Al the
Board members either befilre or after the illeeting. If consents are uhcn. they shall he tiled
with the millutes of file illettllly,. An\ meeting. regular or special, ma\ he held by
Coilfertllce telephone or similar ComIllllilieati011 equipment. so long as all directors
participating in the mettlll`, can heal' one another, and all such directors shall be deemed to
be present in person at such meeting.
SEC' I [ON G. N01'1C E' 01: \IEETINGS
Regular and special meetings of the Board of Directors ,hall he held at such time as shall
from time to time he fixed by the Board of Directors. Notice ofregulal' Illtetitl`_s shall he
made to each director persolull\ or by telephone or fax or electronic mail at ]cast fort\-
erglit (48) (lour, prior to tilt mcetin�, or by first-class mail, postage paid. at least seen (7 )
days prior to such niceting.
1 he President or any five directors may call special meetings of the Board of Directors Or
an\' purpose at all\ time.
S1=.C'1-10\ 7. 0(:OM:\1
A lllajorit\ of t11C elected 11LIIllber of dlrl.'ew shall constitute a quonim for the transaction of
buines. except to adjourn as pro\ ided in Section 10 of this Article
A mcakg at \\hick a quorum is initial]\ present nlay Continue to transact business.
notwithstanding the \\ ithdra-% al of dil'CCtL)I-s, if an\ action taken is approved h\ at (cast a
nlrljority of 01C i'C(Illlfed llLlorLnll for that il1CCUn`,.
SFC TION ti. ADJOURNMFNT
A maljoIit\ of the directors present. \\holier or not ConstitUtill`, a gllorllrll. Ilia\ adjolUril all\
lllethng, to allothcr time and place.
Si.C`r10\ o>. Nt)fl('E Of
Notice of the time and place of holding an adjourned meeting nett.{ not be gi\ en unless the
meeting is adjoUlilCd for More thall t\\Cllt\'-fOUr (24) Ilollrs. in \\]hell case personal nutlet of
the tllrlt and place shall be `,]Nell before the time of the adjournal mectlng ttl the= director
\\ ho \\ ere not present at the time of tilt adfourllnitllt.
9
S1'(110N 10. A(-HON Wl I'l IOt_' f .\IE;E•. I I\G
An\ action recluirCd or permitted to be taken b\the Board of* Director, may he taken \\ ithout
a meeting. ifall nicmhcr, of the Board, indi\'tltllall\ or collceti\cl\, consent in «ritina to
that aCCloll. SLICK aCClon by mitten consent shall have the same force and Cttcct as a `
nna111111OLIS \ 0 t C of t I I C Board of D1reCt0FS. SLICII \\rItICII C011SeIIt 01' CO11SCIItS shall bC tiled
With the IIli11UtCS of the proceeding, of the Board.
SECTION 11. FEES AND C0\1PFNS.-VTI0N OF DIRFCTORS.
Neither I)ircetor; 1101' members of Collul11ttces nil\ receive all\, compensation for their
ser\'Ices. Ho\\'ever, Directors and members of committees ilia\ 1-CCCI\'C SUCII reilllbUrsement
of C\pcn;CS, as nlzl\' be detellllined by 1'CSclllltioll of the Board of Directors to he ju;t alld
reasonable.
ARTICLE VIII
CONEMITTEES
SE: CfION I . COMM[ fTEES OF DIRE:C'TORS
The Hoard of Directors tlla\, h\ resolution adopted ti ' the Board at a meeting dul\ callcCL at
which a c1Uo111111 IS prcSCtlt. designate One or More Co111t11Ittecs. CLICI1 Coll>IStlll`u, ofolle of
More directors, to scr\c at the plca>ure of the Board
SECTION ?. AND ACT[O\S OF CONPOF T TS
Nleetinas and actions ofcolllmlitec, shall he l,o\crrled b\', and helot and taken in accordance
\\ ith. the provisions of :Article %'It of these hvkm S. concerning nlectillus of directors. \\ ith
such challues In the Colltc\t of tho,C h\ la\\ s a, a1-C ncccs;ar\ to Substitute the Conullittee and
its members tur the Board of Directors and it, II1CI11bCI-S. CXCCpt that the time tilt rcuular
nlectin'u, of colluilittces nlul\ he dCIClllllllCCi either h\ rCsollltioll of the Board of Director, or
b\' resollltloll of t11C C01111111ttee. Special meetings of committee; nim also be called h\
resollltioll of tllc Board of Directors. 'notice of Special mCCtin`g'; of co1111llittces Shall also tic
.!I\en to all\ and alI alterll,llC il]CI11hCi'S. \\ho Shall ha\C the [7LTht Ct atICI1CI all I11CCIln��, of the
CoilllllittCe. Mill ItC, Shall he kept of each Illcetlllg of all\ committee and Shull tic tiled \\ Ith
the corporate record,.
ARTICLE: 1\
OFFICERS
SECTION 1. OFFICERS
I he otticer, of the COrporatlon shall be a president. a \ ice -president, a sccrctclr\, and a
treasurer.
SI:C'-I,O\ ?. A111,01V IL f OF OFFIC'I.RS
The officcrS of the Corporation shall Ser\ c at the pleaSure of the Board. Subject to the ri`ahtS.
It all\. of all ottlCCl' IInCICi' tho,C SI)CCIIICd III l IC Scott I'MeSnlan Cditioll of 1?0hCJ-1'S RHICS u/
Order as amended or revised.
SEC'TIO\ 3. REMOVAL OF OFFIC LRS
All ottlCCI' Mao, be I-Cnl(\'ed. \\ Ith 01' \\'Itllollt CaLlse. I)V the Board of Directors. at all\ regular
or Special inecting, of the Board.
SECTION 4. RESIGNATION OF OFFICERS
:gym officer ma\ resiuli at an} time by gi\ill�(, written notice to an officer of the Board.
preferably tile President. :fin%, resignation shall take effect at the date of the: receipt of that
notice oC at an\ later time Specified Ill that notice.
SECTION 5. VACANCIES IN OFFICES
A \acanc\ in all\' Office bCCAISC ofdeath. resignation. removal. dlselllahtlCatielll. or an\
other CauSC Shall be tilled III the lllalliler prescribed ill these bylaws tier regular appointillellts
to that office.
SECTION .. RFSPONSIBILITIFS OF OFFICERS.
(-I) President. The President shall be the Chicf Executive Officer of the Corporation
and. subject to the control of the Board of Directors. shall �gcncrall) SIII)CI-VI;C. direct.
and control the bu>iness and the officers of the Corporation. fhc President shall
preside at at mectin«s of tilt; Board of Director, and Shall ha\ c Suc:h other po\\ erS
and duties as may be prescribed by the Board of Directors . these b\ la\\ s and as
outllned in Robert 's Ru/cs o1 Orcic'r aS amended or re\ ised
(b) Vice President. In the absence or disabilit\ of the President. the Vice President Shall
perform all the duties of the President. and Mien so acting Shall ha\ e all the po\\er; of, and
be subject to all the itstriCtiollS upon. the President. The Vice President ;hall ha\ c Such
other po\\ ers and perforiil such other duties aS h'onl time to time Ilnl\ be prescribed h\ the
Board of Directors or the President.
(d) Sccrctar\. The Sccretir\ Shall attend to the tilllo\\in�,:
(1) Book of minute;. TIC Secret,tr\ Shall keep or CAISC to be kept. at the principal
etecuti\e oftiCe or Such other place as the Board of Directors may direct. a hook of
minutes of all incetin_s and actions of directors and committees of directors \\ ith the
time and place ofholding. \\Nether re�_tllar or Special. and if;pcci.11, hoe\ authori/ed.
the notice �_i%en. the nanle; of tho;c present at such mcctinus, and the proccedilw" of'
such nlectin'_".
( ii l Notice;, seal alld OtlICr (IUtICS. I I1C SCCI-CILIIA Shall LIi\ C. or cau;C to he i\ cn.
notice Of all meetings of the Beard of Director; rC(Iuircd by the b� laws to be u_ik en:
shall keep the seal ofthe Corporation, ifam, in sate cu;tod�: and ;hall Ila\C such
other po%rer, and perform SLICII Other (ILItICS aS 111a\he prC;CI-ibcd b� the Board of'
Directors or these bylaws.
c) Treasurer. The -I reasurer shall attend to the follok\ ulg:
(i) The Treasurer shall be the chairperson of the. Board Finance Committee
which kill elect oil a monthiv basis to review the monthly financial statement;
(balance sheet and operating statement) prepared by staff alone with other related
matter;.
(11) The Treasurer shall present a monthly finaIcial report CO the hoard.
(111) The Treasurer and the Board Finance Committee Shall nieet with till:
in(ICI)CndCrlt auditors and Staff to review and recommend a draft financial
audit to the hoard for approval.
( i%) The Treasurer shall work with Staff to in,urC that the annual tax rCtui-Il;
are reconciled with the annual financial audit before the hoard approves
these tax rCturn, tier Si'_natUrc and SLIh1111SSIOIl to the Federal Government
and the State of California.
(�) The Treasurer shall report to the hoard the financial ,tatLIS of the .loSl\-II
Fndow meat Fund Oil a quarterly basis.
1 i) The Frea;urcr the Board Finance Committee ;hall �%ork \( ith staff to
dCV CIOI) all annual budgCt to be appro� ed b% the hoard before the start of,
each fiscal `car.
ARTICLE
INDEMNIFICATION OF DIRECTORS. OFFICERS, EMPLOI EES. AND 0-1.11LIZ
AGENTS
I:\cr,, member of the Board of Directors. ofticer or enlplo\Ce of the Corporation shall he
inclenlnified h\ the corporation against all expense; and liabilities. including coun,Cl fCC;.
rea;rnabl% irlCLtrrcd Or irllpOSecf upon such Members of the Board, officer or emplo\ec in
COnnectiOn With an\ t1ll_C;ItCIICd. pend111`_. Or completed aCti011. Suit or prOCCedirl_ to �c IIICII
she he n1a% heconlc in%ol\Cd b,, her hi; bein'_ or hay ins_ been a member of the Board.
officer of the corporation. or an\ ;etticilictit t11CrCOf. Llllless adjudged therein to be liable for
ne�_h�_ence or IlIi;COndLICt in the performance of� her his duties. The tilrC�_Oin,_ right Of
Indemnification ;hull be Ill addition and not e\elusi\ e Of all other rl'_hts. \\hlch such member
ofthe Board. Oftieer Or enlplO\CC is CntitlCd.
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ARTICLE 11
RECORDS AND REPORTS
SL(' I ION 1. MAIM LNA\CL AND INSPECTION OF ARTICLES ;AND BYI.AWS
The Corporation Shall keep at its principal csccutive office. the original or a certified spy -
of the articles and b\ la\\ s as amemled to date.
SECTION ?. MAINTENANCE AND I\SPECTIO\ OF CORPORATE= RECORDS
The accounting hooks. records. and minute, of proceedings of the Board of Directors and
any committee(s) of the Board of Directors shall he kept at such place or places designated
by the Board of Directors ov in the absence of Such designation. at the principal executive
office of the Corporation. The minutes shall be kept in written or typed form. and the
accounting hooks and records shall he kept either iu \written or typed form or in any other
form capable ofbeing converted into written. typed or printed forl-n.
SECTION 3. INSPECTION BY DIRECTORS
L-:vcry director shall We the ahsolute right at any reasonable time \\ ith cause to inspect all
hook>, records and doCLI vent, of e\ cry Lind and the physical propertie, of the Corporation.
This inspechun by a director may he made in person or by an agent or attorney. and the right
of inspection prelude, the tight to copy and make extract, of doCnlllCnt,.
SECTION 4. ANNUAL AUDIT REPOR"I
l he Corporation shall pro\ be to the dlrcao s. \\Rhin One hundred meilty (120) days oftllc
close of it; fiscal year. a report containinzu the following, information in reasonable detail.
Includlllg an audit certified by a qualified independent accountant:
(a) The assets and liabilities. including all\ trust funds. ofthe Corporation a, ofthe
end ofthe fiscal \ear.
(b) The principal changes in assets and liahllities. inrludin�a trust funds. during the
fiscal )ea-
(c) 1lie re\ c1lue of receipts of the Corporation both lull_CStl"iC[Cd gild I-estlleted to
pal-ticular puI-hO:e,. for the fiscal \ear
(c) I he expense, or disbursements of the Corporation. Ar both gcner;d and restricted
purpose,, du1_i1l1 the fiS,:al \ear.
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SECTION 5. FISCAL YEAR
The fiscal year of the Corporation shall be from July 1 of each year through June 30 of the
following year.
ARTICLE XII
CONSTRUCTION AND DEFINITIONS
Unless the context requires otherwise, the general provisions, rules of construction and
definitions in the California Nonprofit Corporation Law shall govern the construction of
these bylaws. Without limiting the generality of the above, the masculine gender includes
the feminine and neuter, the singular, and the term "person' includes both the Corporation
and a natural person.
ARTICLE XIII
AMENDMENTS
The bylaws of the Corporation may be adopted, amended, restated or repealed by the Board
of Directors, provided prior notice is given of the proposed amendment(s) in the notice of
the meeting at which such action is taken.
CERTIFICATE OF ADOPTION OF AMENDED BYLAWS
This is to certify that the foregoing is a true and correct copy of the Amended Bylaws of the
Corporation and that such Amended Bylaws were duly adopted by the Board of Directors of
the Corporation on the date set forth on the title page hereof.
DATED: September 23, 2014
Mary E-d'lstian
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