HomeMy WebLinkAbout1997-04-10 LF Regular Meeting MinutesMINUTES
PALM DESERT LIBRARY FOUNDATION MEETING
THURSDAY, APRIL 10, 1997
CIVIC CENTER COUNCIL CHAMBER
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I. CALL TO ORDER
President Kelly convened the meeting at 4:00 p.m.
H. ROLL CALL
Present:
Vice President Jean M. Benson
Member Buford A. Crites (arrived at 4:08 p.m.)
Member Walter H. Snyder
Member Robert A. Spiegel
President Richard S. Kelly
Also Present:
Ramon A. Diaz, City Manager
David J. Erwin, City Attorney
Sheila R. Gilligan, Director of Community Affairs/City Clerk
Richard J. Folkers, ACM/Director of Public Works
John Wohlmuth, ACM/Director of Administrative Services
Carlos L. Ortega, Redevelopment Agency Executive Director
Pat Conlon, Director of Building and Safety
Phil Drell, Director of Community Development
Paul S. Gibson, Director of Finance
HI. ORAL COMMUNICATIONS
Environmental Conservation Manager Lisa Constande addressed Council as President -Elect of
Soroptimist International of Palm Desert and presented a check to the Foundation in the amount of
$10,000. She stated that this was the first installation of $50,000 which Soroptimist International
of Palm Desert had committed to raise in support of the Children's Story Room at the Library.
MINUTES
REGULAR PALM DESERT LIBRARY FOUNDATION MEETING APRIL 10, 1997
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IV. CONSENT CALENDAR
None
V. NEW BUSINESS
A.
ELECTION OF CHAIRMAN, VICE CHAIRMAN, AND OFFICERS.
Mrs. Gilligan declared the offices vacant and invited nominations.
Member Spiegel moved to, by Minute Motion, direct that these positions be determined in the same
manner as officers are determined for the Redevelopment Agency, with the Mayor serving as President,
Mayor Pro Tempore serving as Vice President, etc. Motion was seconded by Member Snyder and carried
by unanimous vote.
B. REQUEST FOR APPROVAL OF AMENDED AND RESTATED BYLAWS.
Member Snyder moved to, by Minute Motion, approve the bylaws as amended and restated. Motion
was seconded by Vice President Benson and carried by unanimous vote.
C. REQUEST FOR DETERMINATION OF THE SPECIFIC PURPOSES AND OBJECTIVES
OF THE CORPORATION.
Mr. Erwin stated that specific purposes and objectives were set forth in the bylaws.
Member Spiegel moved to, by Minute Motion, approve the specific purposes and objectives as
presented. Motion was seconded by Vice President Benson and carried by unanimous vote.
D. REQUEST FOR APPROVAL OF BUDGET GOALS.
Mr. Gibson reviewed his memorandum dated April 10, 1997, outlining the budgets for Fiscal
Years 1996/97, 1997/98, and 1998/99. He noted that the current year showed the $10,000
contribution from Soroptimist and said this would basically be the only revenue coming in, and
this would be used for the purchase of books, materials, etc. for the Library.
Member Spiegel noted that the Foundation was created in order to have the ability to accept
funds such as the $10,000 contributed by Soroptimist International of Palm Desert and would
not be to run the Library. He stated that the budget for 1996/97 was $12,100, 1997/98 would
be $17,200, and 1998/99 would be $22,500. He added that these were the objectives that the
Board hoped to be able to accomplish through organizations in the City like Soroptimist.
Member Spiegel moved to, by Minute Motion, approve the budget and its goals as presented by staff.
Motion was seconded by Vice President Benson and carried by unanimous vote.
2
MINUTES
REGULAR PALM DESERT LIBRARY FOUNDATION MEETING APRIL 10, 1997
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E. CONSIDERATION OF THE SELECTION OF A CORPORATE SEAL.
Mrs. Gilligan stated that staff was requesting that no action be taken on this matter at this time
as it had been determined it was not necessary to have a corporate seal at this time.
VI. ADJOURNMENT
Upon motion by Member Spiegel, second by Member Snyder, and unanimous vote of the Library
Foundation Board, President Kelly adjourned the meeting at 4:12 p.m.
ATTEST:
/SHEILA R. GILLI6AN, SEC RY TO THE
PALM DESERT LIBRARY F ATION
4k,1-41
CHARD S. ICELLY, PR
3
BYLAWS
OF
PALM DESERT LIBRARY FOUNDATION
a California Nonprofit Public Benefit Corporation
TABLE OF CONTENTS
Page
1. OFFICES 1
1. 1. Principal Office 1
1. 2 . Change of Address 1
2 . PURPOSES AND LIMITATIONS 1
2 . 1. General Purposes 1
2 . 2 . Specific Purposes 1
2 . 3 . Limitations 1
3 . MEMBERS 2
3 . 1. Members Prohibited 2
3 . 2 . Effect of Prohibition 2
4 . DIRECTORS 2
4 . 1. Powers
4 .1.1. General Corporate Powers 2
4. 1.2. Specific Powers 2
4 . 2 . Number 3
4 . 3 . Restriction on Interested Persons as
Directors 3
4 .4 . Terms of Office 3
4 . 5. Election 3
4 . 6. Compensation 3
4 . 7 . Meetings 4
4 . 7 . 1. Place of Meetings 4
4 .7 .2 . Date and Time of Meetings 4
4 .7 .2 . 1. Annual Meeting 4
4 .7 .2 .2 . Other Regular Meetings . . . 4
4 . 7. 2 . 3 . Special Meetings 4
4 .7 . 3 . Waiver of Notice 4
4 .7.4. Meetings by Telephone 5
4 .7.5. Quorum 5
4 .7.6. Transactions of
Board of Directors 5
4 .7 .7 . Conduct of Meetings 5
4.7 .8. Adjournment 6
4 . 8 . Action Without Meeting 6
4 . 9 . Removal of Directors 6
4 . 9. 1. Removal for Cause 6
4 .9.2 . Removal Without Cause 6
4 . 10. Resignation of a Director 6
4 . 10. Vacancies in the Board of Directors 7
4 . 11. 1. Causes 7
4 . 11. 2 . Filling Vacancies by Members of the
Board of Directors 7
4 . 11. 3 . No Vacancy on Reduction of Number of
Directors 7
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BYLAWS
OF
PALM DESERT LIBRARY FOUNDATION
a California Nonprofit Public Benefit Corporation
ARTICLE I
1. OFFICES.
1. 1. Principal Office. The principal office for the
transaction of the activities and affairs of this Corporation shall
be located in the City of Palm Desert and County of Riverside,
California, at 73-510 Fred Waring Drive, Palm Desert, California
92260, or such other place as the Board of Directors may, from time
to time, designate in the manner provided herein.
1. 2 . Change of Address. The Board of Directors is hereby
granted full power and authority to change the principal office of
the Corporation from one location to another within the City of
Palm Desert and County of Riverside, California. Any such change
shall be noted by the Secretary in these Bylaws, but shall not be
considered an amendment of these Bylaws.
ARTICLE II
2 . PURPOSES AND LIMITATIONS.
2 . 1. General Purposes. This Corporation has been formed
under the California Nonprofit Public Benefit Corporation law for
public and charitable purposes described herein at Section 2 .2 . No
part of the activities of the Corporation shall consist of the
publication or dissemination of materials with the purpose of
attempting to influence legislation, and the Corporation shall not
participate or intervene in any political campaign on behalf of any
candidate for public office or for, or against, any cause or
measure being submitted to the people for vote.
The Corporation shall not engage in any activities or exercise
any powers that are not in furtherance of the purposes described
herein.
2 . 2 . Specific Purposes. The primary purpose and objective of
this Corporation is to help maintain a library for the benefit of
the people of the City of Palm Desert by raising funds and making
distributions to a library that qualifies as an exempt organization
under 501 (c) of the Internal Revenue Code of 1954 . (or the
corresponding provision of any -future United States Internal
Revenue Law) .
2 . 3 . Limitations. The properties and assets of this
Corporation are irrevocably dedicated to charitable purposes. No
part of the net income, properties, or assets of this Corporation,
on dissolution or otherwise, shall inure to the benefit of any
director, officer or member of the Corporation or to the benefit of
any private person.
On liquidation or dissolution, all properties, assets and
obligations remaining after payment, or provision for payment, of
all debts and liabilities of the Corporation shall be distributed
to a nonprofit fund, foundation or corporation which is organized
and operated exclusively for charitable purposes and which has
established its tax-exempt status of Section 501 (c) (3) of the
Internal Revenue Code (or the corresponding provision of any future
United States Internal Revenue Law) .
ARTICLE III
3 . MEMBERS.
3 . 1 . Members Prohibited. The Corporation shall have no
members.
3 . 2 . Effect of Prohibition. Any action which would otherwise
require approval by a majority of all members or approval by the
members shall require approval only by the Board of Directors. All
rights which would otherwise vest in the members shall vest in the
Board of Directors.
ARTICLE IV
4 . DIRECTORS.
4 . 1. Powers.
4 . 1. 1. General Corporate Powers. Subject to the
provisions and limitations of the California Nonprofit Public
Benefit Corporation Law and any other applicable laws, the
Corporation's activities and affairs shall be managed, and all
corporate powers shall be exercised, by or under the direction of
the Board of Directors.
4 . 1. 2 . Specific Powers. Without prejudice to the
general powers set forth in Section 4. 1. 1 of these Bylaws, but
subject to the same limitations, the Board of Directors shall have
the power to:
4 . 1. 2 . 1. Appoint and remove, at the pleasure of the
Board of Directors, all of the Corporation's officers, agents, and
employees; prescribe powers and duties for them that are consistent
with law, with the Articles of Incorporation, and with these
Bylaws; and fix their compensation and require from them security
for faithful performance of their duties.
4 . 1.2 .2. Change the principal office or the
principal business office in California from one location to
another; cause the Corporation to be qualified to conduct its
SAJ79794 -2-
activities in any other state, territory, dependency, or country
and conduct its activities within or outside California.
4 . 1. 2 . 3 . Borrow money and incur indebtedness on
behalf of the Corporation and cause to be executed and delivered
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.
4 . 1.2 . 4 . Adopt and use a corporate seal, and alter
the form of the seal.
4 . 2 . Number. The Board of Directors shall consist of seven
(7) directors until changed by amendment to these Bylaws.
4 . 3 . Restriction on Interested Persons as Directors. No more
than forty-nine percent (49%) of the persons serving on the Board
of Directors may be interested persons. An interested person is
(a) any person compensated by the Corporation for services rendered
to it within the previous twelve (12) months, whether as a full-
time cr part-time employee, independent contractor, or otherwise,
excluding any reasonable compensation paid to a director as
director; and (b) any brother, sister, ancestor, descendant,
spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law,
mother-in-law, or father-in-law of such person. However, any
violation of the provisions of this paragraph shall not affect the
validity or enforceability of any transaction entered into by the
Corporation.
4 . 4 . Terms of Office. Each director appointed, including a
director appointed to fill a vacancy, shall hold office until such
director' s successor is appointed and qualifies under Section 4 . 3
of these Bylaws, or for one (1) year, whichever occurs first.
4 . 5. Appointments. The Incorporator of the Corporation shall
appoint the first persons to serve as the initial Board of
Directors. Thereafter, the Board of Directors shall be appointed
by the City Council of the City of Palm Desert. Directors shall be.
eligible for reappointment without limitation on the number of
terms they may serve, provided they continue to meet the
Qualifications required by Section 4 . 3 of these Bylaws.
4 . 6. Compensation. The directors shall serve without
compensation.
4 . 7 . Meetings.
4 . 7 . 1. Place of Meetings. Meetings of the Board of
Directors shall be held at the principal office of the Corporation
as specified in Section 1. 1 of these Bylaws or as changed from time
to time as provided in Section 1.2 of these Bylaws or at such
location designated by the Board of Directors. Meetings of the
Board of Directors shall not be held at a location outside of the
city limits of Palm Desert, California.
SAJ79794 -3-
location designated by the Board of Directors . Meetings of the
Board of Directors shall not be held at a location outside of the
city limits of Palm Desert, California.
4 . 7 . 2 . Date and Time of Meetings .
4 . 7 .2 . 1 . Annual Meeting. The annual meeting of the
Board of Directors shall be held at the principal office of the
Corporation on the second Thursday of January of each year. The
meeting shall be conducted for purposes of organization, appointing
officers and transaction of other business . Notice of this meeting
to the Board of Directors is not required.
4 . 7 .2 .2 . Other Regular Meetings . Other regular
meetings of the Board of Directors shall be held at such time and
days, and with such frequency, as may be established from time to
time by a resolution of the Board of Directors . Notice of such
meetings to the Board of Directors is not required.
4 . 7 .2 .3 . Special Meetings . Upon written request to
the President or Secretary of the Corporation, a special meeting of
the Board of Directors may be called by the Chairman of the Board
or a majority of the Board. Special meetings shall be held on four
(4) days notice by first-class mail, postage prepaid, or on forty-
eight (48) hours notice delivered personally. All such notices
shall be given or sent to the director' s address or telephone
number as shown on the records of the Corporation.
The notice shall state the time, place and business to be
conducted at the meeting. Only that business listed in the notice
shall be discussed at the meeting.
4 . 7 . 3 . Waiver of Notice. Notice of a meeting need not
be given to any director who, either before or after the meeting,
signs a waiver of notice, a written consent to the holding of the
meeting, or an approval of the minutes of the meeting. The waiver
of notice or consent need not specify the purpose of the meeting.
All such waivers, consents, and approvals shall be filed with the
corporate records or made a part of the minutes of the meetings .
Notice of a meeting need not be given to any director who attends
the meeting and does not protest, before or at the commencement of
the meeting, the lack of notice to him or her.
4 . 7 . 4 . Quorum. A majority of the authorized number of
members of the Board of Directors constitutes a quorum of the Board
of Directors for the transaction of business, except as hereinafter
provided.
4 . 7 . 5 . Transactions of Board of Directors . 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 members of
the Board of Directors present at a duly held meeting at which a
quorum is present is the act of the Board of Directors, subject to
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4 . 8 . 4 . 2. Each director is provided with the means
of participating in all matters before the Board of Directors,
including the capacity to propose, or to interpose an objection, to
a specific action taken by the Corporation; and
4 . 8.4. 3 . The Corporation adopts and implements some
means of verifying that (1) a director communicating by telephone,
electronic video screen, or other communication equipment is a
director entitled to participate in the board meeting and (2) all
statements, questions, actions or votes were made by that director
and not by another person not permitted to participate as a
director.
4 . 7 . 5. Quorum. A majority of the authorized number of
members of the Board of Directors constitutes a quorum of the Board
of Directors for the transaction of business, except as hereinafter
provided.
4 . 7 . 6. Transactions of Board of Directors. 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 members of
the Board of Directors present at a duly held meeting at which a
quorum is present is the act of the Board of Directors, subject to
the more stringent provisions of the California Nonprofit Public
Benefit Corporation Law, including, without limitation, those
provisions relating to (a) approval of contracts or transactions in
which a director has a direct or indirect material financial
interest, (b) approval of certain transactions between corporations
having common directorships, (c) creation of and appointments to
committees of the board, and (d) indemnification of directors. Any
meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if
any action taken or decision made 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 these Bylaws.
4 . 7 . 7 . Conduct of Meetings. Any member of the Board of
Directors selected by the directors present, shall preside at
meetings of the Board of Directors. The Secretary of the
Corporation or, in the Secretary's absence, any person appointed by
the presiding officer, shall act as Secretary of the Board of
Directors.
4 . 7 . 8 . Adjournment. A majority of the directors
present, whether or not a quorum is present, may adjourn any
meeting to another time and place. Notice of an adjourned meeting
need not be given unless the original meeting is adjourned for more
than twenty-four (24) hours. If the original meeting is adjourned
for more than twenty-four (24) hours, notice of any adjournment to
another time or place shall be given prior to the time of the
adjourned meeting to the directors who were not present at the time
of the adjournment, in accordance with the procedures set forth in
these Bylaws for providing notice of meetings.
SAJ79794 -5-
4 .8 . Action Without Meeting. Any action that the Board of
Directors is required or permitted to take may be taken without a
meeting if all members of the Board of Directors consent in writing
to the action; provided, however, that the consent of any director
who has a material financial interest in a transaction to which the
Corporation is a party and who is an "interested director" as
defined in Section 5233 of the California Corporations Code shall
not be required for approval of that transaction. Such action by
written consent shall have the same force and effect as any other
validly approved action of the Board of Directors. All such
consents shall be filed with the minutes of the proceedings of the
Board of Directors.
4 .9 . Removal of Directors.
4 . 9 . 1. Removal for Cause. The Board of Directors may
remove a director for cause upon the occurrence of any of the
following events:
4 . 9. 1. 1. A director has been declared of unsound
mind by a final court order;
4 . 9 . 1.2. A director has been convicted of a felony;
or
4 .9. 1.3 . A director has been found by final order
or judgment of any court to have breached a duty under Article 3 of
Chapter 2 of the California Nonprofit Public Benefit Corporation
Law.
4 . 9 . 2 . Removal Without Cause. Any director may be
removed at any time, without cause, if such removal is approved by
a majority of the Board of Directors then in office.
4 . 10. Resignation of a Director. Except as otherwise
provided by law, any director may resign by giving written notice
of resignation, to the President, or the Secretary of the
Corporation. The resignation shall be effective when the notice is
given unless it specifies a later time for the resignation to
become effective. If the resignation is effective at a future
time, a successor may be elected to take office when the
resignation becomes effective. Except on notice to the Attorney
General of California, no director may resign if the Corporation
would be left without a duly elected Director or Directors.
4 . 11. Vacancies in the Board of Directors.
4 . 11. 1. Causes. A vacancy shall exist on the occurrence
of the following: (1) the death, resignation, or removal of any
director, (2) when the number of authorized directors is increased,
or (3) on the failure of the Board of Directors, in any election,
to elect the full number of Directors authorized.
SA J 79794 -6-
4 . 11. 2 . Filling Vacancies. Except as otherwise provided
in the Articles or these Bylaws, vacancies on the Board of
Directors may be filled by approval of the Board of Directors, or,
if the number of members of the Board of Directors then in office
is less than a quorum, by (1) the unanimous written consent of the
Directors then in office; (2) the affirmative vote of a majority of
the Directors then in office at a meeting held pursuant to notice
or waivers of notice as provided in these Bylaws; or (3) a sole
remaining Director.
4 . 11. 3 . No Vacancy on Reduction of Number of Directors.
No reduction of the authorized number of Directors shall have the
effect of removing any Director before that Director's term of
office expires.
ARTICLE V
5. OFFICERS.
5. 1. Number and Titles. The officers of the Corporation
shall be a President, a Secretary, a Chief Financial Officer, and
such other officers with such titles and duties as shall be stated
in these Bylaws or determined by the Board of Directors 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 President.
5.2 . Appointment. The officers shall be chosen annually by
and serve at the pleasure of the Board of Directors, subject to the
rights, if any, of an officer under any written contract of
employment.
5. 3 . Duties of Officers.
5. 3 . 1. President. The President shall be the general
manager and chief executive officer of the Corporation and shall,
subject to the control of the Board of Directors, have supervision,
direction, and control of the activities, affairs and officers of
the Corporation. Such officer shall preside as Chairman at all
meetings of the Board of Directors. Such officer shall perform all
duties incident to the office of President and such other duties as
may be required by law, by the Articles of Incorporation of the
Corporation, or by these Bylaws, or which may be prescribed, from
time to time, by the Board of Directors.
5. 3 .2 . Vice President. There may be one Executive Vice
President, and one or more other vice presidents, as determined by
the Board. In the absence or disability of the President, the
President's duties and responsibilities shall be carried out by the
highest-ranking available vice president, which shall be the
Executive Vice President, if any, or if none and there are two or
more unranked vice presidents, by a vice president designated by
SA J 79794 -7-
the Board of Directors. When so acting, a vice president shall
have all the powers of and be subject to all restrictions on the
President. The vice presidents shall have such other powers and
perform such other duties as prescribed by the Bylaws or assigned
from time to time by the Board of Directors.
5. 3 . 3 . Secretary. 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 copy of the Articles
of Incorporation and Bylaws, as amended to date, and a book of
minutes of all meetings, proceedings, and actions of the Board of
Directors. The minutes of meetings shall include the time and
place that the meeting was held, whether the meeting was annual,
regular, or special, and, if special, how authorized, the notice
given, and the names of those present at Board and committee
meetings. The Secretary shall keep a record of the addresses of
each director and shall give or cause to be given, notice of all of
the Board of Directors' meetings as required to be given. 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.
5. 3 . 4 . Chief Financial Officer.
5. 3 .4 . 1. The Chief Financial Officer ("CFO") of the
Corporation shall serve as the "treasurer" of the Corporation and
shall keep and maintain in 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 CFO shall send or
cause to be given to the directors such financial statements and
reports as are required to be given by law, by these Bylaws, or by
the Board of Directors. The books and records of account shall at
all times be open to inspection by any director at all reasonable
times.
5. 3 . 4.2. The CFO shall deposit all monies and other
valuables in the name and to the credit of the Corporation with
such depositaries as may be designated by the Board of Directors.
The CFO shall disburse the funds of the Corporation as ordered by
the Board of Directors, and shall render to the President and the
Board of Directors, on request, an account of all such officer's
transactions as CFO, and of the financial condition of the
Corporation. The CFO 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.
5. 3 .4 .3 . If required by the Board of Directors, the
CFO shall give the Corporation a—bond in the amount and with the
surety or sureties specified by the Board of Directors for faithful
performance of the duties of the office and for restoration to the
Corporation of all of its books, papers, vouchers, money and other
property of every kind in possession or under the control of the
SA J 79794 -8-
CFO on his or her death, resignation, retirement or removal from
office.
5. 4 . Subordinate Officers. Any subordinate officers
appointed by the Board of Directors pursuant to Section 4 . 1. 2 . 1 of
these Bylaws shall hold office for such period, have such authority
and perform such duties as may, from time to time, be determined by
the Board of Directors.
5. 5. Resignation of Officers. Any officer may resign at any
time by giving written notice to the Corporation. The resignation
shall take effect as of the date the notice is received or at any
later time specified in the notice and, unless otherwise specified
in the notice, the resignation need not be accepted to be
effective. Any resignation shall be without prejudice to the
rights, if any, of the Corporation under any contract to which the
officer is a party.
5. 6 Removal of Officers. Without prejudice to any rights of
an officer under any contract of employment, any officer 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.
5.7 Filling Vacancies in Office. A vacancy in any office
because of death, resignation, removal, disqualification, or any
other cause shall be filled in the manner prescribed in these
Bylaws for regular appointments to that office, provided, however,
that vacancies need not be filled on an annual basis.
ARTICLE VI
6. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER
AGENTS
6 . 1. Indemnification.
6. 1. 1. Right of Indemnity. To the fullest extent.
permitted by law, this Corporation shall indemnify its directors,
officers, employees, and other persons described in Section 5238 (a)
of the California Corporations Code, including persons formerly
occupying any such position, against all expenses, judgments,
fines, settlements and other amounts actually and reasonably
incurred by them in connection with any "proceeding, " as that term
is used in that Section, and including an action by or in the right
of the Corporation, by reason of.the fact that the person is or was
a person described in that Section. "Expenses, " as used in this
bylaw, shall have the same meaning as in Section 5238 (a) of the
California Corporations Code.
6. 1. 2 . Approval of Indemnity. On written request to
the Board of Directors by any person seeking indemnification under
Section 5238 (b) or Section 5238 (c) of the California Corporations
Code, the Board shall promptly determine under Section 5238 (e) of
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the California Corporations Code whether the applicable standard of
conduct set forth in Section 5238 (b) or Section 5238 (c) has been
met and, if so, the Board shall authorize indemnification.
6. 1. 3 . Advancement of Expenses. To the fullest extent
permitted by law and except as otherwise determined by the Board of
Directors in a specific instance, expenses incurred by a person
seeking indemnification under Sections 6. 1. 1 and 6. 1. 2 of these
Bylaws in defending any proceeding covered by those Sections shall
be advanced by the Corporation before final disposition of the
proceeding, on receipt by the Corporation of an undertaking by or
on behalf of that person that the advance will be repaid unless it
is ultimately determined that the person is entitled to be
indemnified by the Corporation for those expenses.
6.2 . Insurance. The Corporation shall have the right to
purchase and maintain insurance to the full extent permitted by law
on behalf of its directors, officers, employees, and other agents,
against any liability asserted against or incurred by any officer,
director, employee, or agent in such capacity or arising out of the
officer's, director's, employee's, or agent's status as such.
ARTICLE VII
7 . COMMITTEES.
7 . 1. Establishment. At the sole discretion of the Board of
Directors, committees shall be established as the Board deems
necessary and appropriate. The Board cannot, however, delegate the
powers listed in Corporations Code Section 5212 (a) (1) -(8) to any
committee. If any committee is to have any non-director committee
members, it is not a "committee of the Board, " and it should be
clearly labeled an "advisory committee. "
ARTICLE VIII
8 . RECORDS AND REPORTS.
8 . 1. Maintenance of Corporate Records. The Corporation shall
keep: (1) Adequate and correct books and records of account; and
(2) Written minutes of the proceedings of its Board of Directors
and committees of the Board.
8 .2 . Maintenance of Articles and Bylaws. The Corporation
shall keep at its principal office the original or a copy of the
Articles of Incorporation and Bylaws, as amended to date.
8 . 3 . Inspection by Directors. Every director shall have the
absolute right at any reasonable Time to inspect the Corporation's
books, records and documents of every kind. The inspection may be
made in person or by the Director's agent or attorney. The right
of inspection includes the right to copy and make extracts of
documents.
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8 . 4 . Annual Report. The Board of Directors shall cause an
annual report to be sent to all members of the Board of Directors
not later than one hundred twenty (120) days after the close of the
Corporation's fiscal year. The report shall be accompanied by any
report from an independent accountant, 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 report shall contain the following
information, in appropriate detail, for the fiscal year:
8.4 . 1. The assets and liabilities, including the trust
funds, of the Corporation as of the end of the fiscal year;
8 . 4 . 2 . The principal changes in assets and liabilities
including trust funds;
8 . 4 . 3 . The revenue or receipts of the corporation, both
unrestricted and restricted to particular purposes; and
8 . 4. 4 . The expenses and disbursements of the Corporation
for both general and restricted purposes.
8 . 5. Annual Statement of Certain Transactions and
Indemnifications. As a separate document if no annual report is
issued, the Corporation shall annually prepare and mail or deliver
to each director a statement of any transaction or indemnification
of the following kind within one hundred twenty (120) days after
the end of the Corporation's fiscal year:
8. 5. 1. Any transaction (i) in which the Corporation
was a party, (ii) in which an "interested person" had a direct or
indirect material financial interest, and (iii) which involved more
than $50, 000, or was one of a number of transactions with the same
interested person involving, in the aggregate, more than $50, 000.
For this purpose, an "interested person" is any director or officer
of the Corporation.
8 . 5. 2 . Any indemnifications or advances aggregating
more than $10, 000 paid during the fiscal year to any officer or
director of the Corporation under Article VI of these Bylaws.
ARTICLE IX
9 . AMENDMENTS.
9. 1. Amendment of Articles of Incorporation. Unless
otherwise provided under California Corporations Code Section 5110
et seq. , amendments to the Articles of Incorporation may be adopted
if approved by the Board of Directors. An amendment to the
Articles of Incorporation shall be effective as of the date that
the appropriate certificate of amendment is filed with the
Secretary of State.
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9.2 . Amendment of Bylaws. Except as otherwise required by
law or by the Articles of Incorporation, these Bylaws may be
amended or repealed, and new Bylaws may be adopted by the Board of
Directors.
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CERTIFICATE OF SECRETARY
OF
PALM DESERT LIBRARY FOUNDATION
a California Nonprofit Public Benefit Corporation
I hereby certify that I am the duly elected and acting
Secretary of said Corporation and that the foregoing Bylaws,
comprising eleven (11) pages, excluding this page, constitute the
Bylaws of said Corporation as duly adopted at a meeting of the
Board of Directors thereof held on April 10 , 1997.
Dated: ,^/�// , 199 7 ,� �,- -tip
Secre
SA J 79794 -13-