HomeMy WebLinkAboutRep Appntmnt - Joslyn Ctr Board CITY OF PALM DESERT
CITY MANAGER'S OFFICE
STAFF REPORT
REQUEST: CONSIDERATION OF APPOINTMENT OF CITY OF PALM
DESERT REPRESENTATIVE TO JOSLYN CENTER BOARD OF
DIRECTORS PURSUANT TO ARTICLE VI, SECTION 2, OF THE
JOSLYN CENTER BYLAWS
SUBMITTED BY: John M. Wohlmuth, City Manager
DATE: June 27, 2013
CONTENTS: 1) Letter of Resignation from Pamela Plick
2) Bylaws of the Joslyn Center
Recommendation
By Minute Motion:
1) Consider a process to select a Palm Desert appointee to the Joslyn
Center Board of Directors; or
2) Consider appointing Kathleen Kelly as the Palm Desert representative
to the Joslyn Center for a two-year term through June 30, 2015.
Back�round
On May 2, 2013, Pamela Plick requested to end her term as the Palm Desert
representative to the Joslyn Center Board of Directors effective June 30, 2013. Her
term would potentially expire on June 30, 2013. Ms. Plick was appointed by the City
Council as Palm Desert's representative on July 9, 2009; however, the City Clerk's
records do not indicate a reappointment in 2011 for another finro-year term. The Joslyn
Center bylaws state: "The term of directors appointed by and representing the cities of
Palm Desert, Rancho Mirage and Indian Wells shall be two years. The terms of such
directors may be extended for additional finro, two-year terms by the appointing
authorities."
On May 23, 2013, the City Council accepted Ms. Plick's resignation with sincere regrets.
The Mayor contacted Kathleen Kelly to determine interest, if any, in being considered
for the Board of Directors of the Joslyn Center. Ms. Kelly requested copies of the
Articles of Incorporation and Bylaws, most recent annual report containing financials,
Staff Report
Appointment of City of Palm Desert Representative to Joslyn Center Board of Directors
Page 2
June 27, 2013
most recent audit, list of current directors and terms, list of current Board committees
and directors assigned to the committees, staffing chart with job descriptions, key
policies (such as conflict of interest, use of property), and the directors' liability
coverage.
Kathleen Kelly is a resident of Palm Desert, an attorney, and an Episcopal minister.
Staff recommends that the City Council direct staff to develop an application and
interview process or appoint Kathleen Kelly to a two-year term. If Council wishes to
conduct a process, it is likely an appointment could not be made until August 23, 2013.
Fiscal Analvsis
No fiscal impact.
Submitted By:
�.-
M. Wohlmuth, City Manager
ITY COUNCIL ACTION
APPROVF,D . ,�_,,,nFNtF,D
REC�IVED OTHER ��"
MEETI G DATE a0 �
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NOES: �o�lF
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VF,RIFIED I3Y: K �
Original on File with City Clerk's Oi'fice
*By Minute Motion, appointed Kathleen Kelly as the
Palm Desert Representative to the Joslyn Center Board
of Directors for a two-year term through June 30, 2015.
RECEIVED �
CITY CLERK'S OFFICE — �
Pamela Plick P�L M p f 5£R T, C A
�384tSmoke Tree Court YII� MAY -8 PM 3� Q2
Pa1m Desert,CA 9226Q
May 2,2Q13
Jan Harnik
Mayor
City of Pa1m Desert
73-510 Fred Waring Drive
Palm Desert,CA 92260
Dear Mayor Harnik:
Please accept my request to end my term as the City of Palm Desert representative to the
Joslyn Center Boazd of Directors as of June 30,2013.
It has been an honar to serve my community in this capacity for the past four years. I
would like end my term as the appointed representative to allow another Palm Desert
resident to serve on the board of this wonderful orga.nization.
Thank you to the City Council for allowing me to serve in this rewarding capacity.
Sincerely,
��y, �/�. ���G�cG'`�
Pamela Plick
Cc:�aeficli�e�#essea,City�:lerk
C[TY COUNC[LACTION
APYROVED Df�:NIF.D
RECFIVED �v�..�h y�U O"i�HER
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MFFTING DATE 3'a-�'�"a�13_ _
AY ES:f�n Son.5���.�l�,r,T n��r�.f�j,��, �rr iK.
NOES: Q�C -
ABSEIVT: ��P.
ABSTAII�i:
VERIFIED BYs
_ . Original on File with City Clerk s Ottice
BYLAWS
OF
THE JOSLYN CENTER
AdQpted by the Joslyn Senior Association
Boaxd of Directors
On
September 14, 2004
And as
Amended by the Jaslyn Senior Center
Board of Directors on
February 24, 2Q04,
and as Amended by the Joslyn Center
$oard of Directors
on
December 20, 2011
Pursuant to sections 5 i 10 through 6910 of the
NQnprofit Corporation Law of the State of California.
TABLE OF CONTENTS
ARTTCLE I: NAME AND PURPOSE ............................................................................ 4
SECTION 1. NAME OF CORPORTATION ............................................... 4
SECTION 2. MISSION AND PURPOSE OF CORPORATION .......................... 4
ARTICLE II: MEMBERSHIP ORGANIZATION ....................................................... 4
SECTI(?N 1. MEMBERS OF THE BOARD OF DIRECTORS .......................... 4
SECTION 2. ACTION BY BOARD OF DIRECT�RS.............................................. 4
ARTICLEIII: OFFICES.................................................................................................. 5
SECTI(JN 1. PRINCIPAL OFFICE.............................................................................. 5
ARTICLE IV: PROHIBITION AGAINST PART'ISAN ACTIVITIES....................... 5
ARTICLE V: DEDICATION OF ASSETS...................................................................... 6
ARTICLE VI: ELECTION OF DIRECTORS ............................................................. 6
SECTION 1. NOMINATIONS AND SELECTION OF DIRECTORS....................... 6
SECTTON 2. DIRECTORS APPOINTED BY CITIES .................................... 5
SECTION 3. VOTE REQUIRED TO ELECT DIRECTORS AND OFFiCERS ........ 6
ARTICLE VII: DIRECTORS......................................................................................... 6
SECTION1. POV�ER5................................................................................................ 6
SECTION 2. NUMBE�AND QUALIFICATION OP DIRECTORS........................ 7
SECTION 3. TERMS OF OFFICE OF DIRECTORS............................................... 7
SECTION4. VACANCIES......................................................................................... ?
SECTION 5. PLACE OF MEE'TINGS;MEETINGS BY TELEPH(3NE................... S
SECTION 6. NOTICE OF MEETINGS..................................................................... 8
SECTION7. QUORUM.............................................................................................. 9
SECTION 8. ADJOURNMENT................................................................................. 9
SECTION 9. NOTICE OF ADJOURNMENT........................................................... 9
SECTION 10. ACTION WITHOUT MEETING......................................................... 9
SECTION 1 T. FEES AND COMPEN5ATION OF DiRECTORS.............................. 9
ARTICLE VIII: CUMMITTEES .................................................................................... 9
SECTION 1. COMMITTEES OF DIRECTORS........................................................ 9
SECTION 2. MEETINGS AND ACTIONS OF C4MMITTEES.............................. 10
ARTICLEIX: OFFICERS ............................................................................................. 10
SECTION1. OFFICERS............................................................................................ 10
SECTION 2. APPOINTMENT OF OFFICERS......................................................... 10
SECTION 3. REMOVAL OF OFFICERS................................................................. 10
SECTION 4. RESIGNATION OF OFFICERS............................................................ 10
SECTION 6. VACANCIES IN OFFICES................................................................... 10
SECTION 7. RESPONSIBILITIES 4F OFFICERS................................................... 10
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ARTICLE X: INDEMNIFICATION OF DIRECTURS,OFFICERS,EMPLOYEES
ANDOTHER AGENTS .................................................................................................... 12
ARTICLE XI: RECORDS AND REPORTS................................................................. 12
SECTION 1. MAINTENANCE AND INSPECTION OF ARTICLES AND
BYLAWS............................................................................................... 12
SECTION 2. MAINTENANCE AND INSPEC`.CION UF CORPORATE
RECORDS.............................................................................................. 12
SECTION 3. INSPECTIOI�fi BY DIRECTORS........................................................... 12
SECTION 4. ANNUAL AUDIT REPORT................................................................... 12
SECTION 5. FISCAL YEAR...................................................................................... 13
ARTICLE XII: CONSTRUCTION AND DEFINITIOiYS .......................................... 13
ARTICLE XIII: AMENDMENTS .................................................................................. 13
CERTIFICATE OF ADOPTION OF RESTATED BYLAWS..................................... 13
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RESTATED ByLAWS
OF
The Joslyn Center
A California Nonprofit Public Benefit Carporation
ARTICLE I
NAME AND PURPOSE
SECTiON 1. THE NAME OP THE CORPORATIOP+1
The name of this Corporation shall be: The Joslyn Center.
SECTION 2. THE MISSION AND PURPOSE OF THE CORPORATION
The rnission and purpose of the Joslyn Center will be to provide health, recreationa.l,
educational and sociai programs along with information, referral, volunteer and support
services for adults age 50 + in the communities of Indian Wells, Pa1m Desert and Rancha
Mirage.
ARTICLE TI ,
MEMBERSHTP ORGAPTIZATI4N
SECTION 1. MEMBERS OF THE BOARD OF DIRECTORS
Membership may be granted to any individual that:
l. supports the mission and purpose of the Joslyn Center,
2. pays the annual dues of the Center anci,
3. is elected to the Board of Directors by the Board by a majoriiy vote of those present
at any regularly constituted meeting.
There shall be an annual election by a vote of the Board of Directars.
SECTION 2. ACTION BY BOARD OF DIRECTORS
Any action which would otherwise require approval by a majority of ali members or
approvai by the members shall require oniy approval of the Board of Directors.
ARTICLE III
OFFICES
SECTION l. PRINCIPAL OFFICE
The principal affice for the transaction of the business of the Corporation("principai
executive office")is located in the State of Califorrua,County of Riverside.
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The Directors may change the principal office from one location to another
ARTICLE IV
PROHIBITION AGAINST PARTISAN ACTIVITIES
This Corporation has been formed under the California Public Benefit Corporation Law for
the purposes described above at.Article I and it shall be nonprofit and nonpartisan. No
substantial part of the activities of this Corporation shali consist of:
(a)Attempting to influence legislation or any local or state ballot issue or initiazive;
and
(b)The Corporation sha11 not participate in, or intervene in, (including the publishing
or distribution of statements)any political campaign on behalf of any candidate for
public office,or endorse any such candidate.
No#withstanding any other provision of this document,the Corparation shall not cany on
any other activities not permitted to be carried on
(a)by a corporation exempt from federal income tax under Section 501(c)(3)of the
Internal Revenue Code, or corresponding section of any future federal tax code;or
(b)Section 170(c)(2)of the Internal Revenue Code,or con•esponding section of any
future federal tax.
The Corporation shall not engage i.n any activities or exercise any powers that aze not in
furtherance of the purpose described above.
ARTICLE V
DEDICATION OF ASSETS
The properties and assets of this Nonpro�t Corporation are irrevocably dedicated to
fulfillment of the purposes of this Corporation as set forth in Article I above. No part of the
net eaznings of the Carporation shall inure to the benefit of,or be distributable to its
members,trustees,officers,directors or other private persons,except that the Corporation
shall be authorized and empowered to pay reasonable compensation for services rendered
and to make payments and distributions in furtherance of the purposes set forth in the
purpose clause abflve.
Upon the liquidation 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 Internal Revenue Code,or corresponding section of any future
federal tax code, ar shall be distributed to the federal government,or to a state or local
government,for a public purpase. A,ny such assets not disposed of shall be disposed of by
the applicable court of the county in which the principal office of the Corporation is then
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located,exclusively for such purposes or to such organization or organizations,as said court
shalt determine,which are organized and operated exclusively for such pttrposes.
ARTICLE VI
ELECTION OF DIRECTORS
SECTION 1. NOMINATIONS AND SELECTION OF DTRECTORS
(a) Board Development Comr�nittee. Except for directors appointed by the cities 4f Pa1m
Desert,Rancho Mirage and Indian Wells,the President shall appoint a Board
Develapment Committee to select a slate of qualified candidates for election to the
Board of Dir�ctors at least ninety(90)days before the date of any election af
directors. The Board Development Committee sha11 make its report at least thirty
(30)days before tl�e date of the election. The President azid the Vice President shall
not serve or►the Board Development Committee. This Comrnittee shall alsQ be
charged with nominating a slate of o�cers for the coming year.
{b) Nominations may be nnade from the floor in addition to the slate offered by the
Board Development Committee.
(c) Nominations for Officers znay be made from the floar by the Directors.
SECTION 2. DIRECTORS APPOII�ITED BY CITIES
Oi1e Director each shail be appoin:ted by the cities of Pal�n Desert,Rancb;o Mirage and
Indian Wells to represent them on the Board of Directors. Such Directors shall haue the
same general and specific powers, as do#he other rnembers of the Board of Directors.
SECTION 3. VOTE REQUIRED TO ELECT DIRECTORS AND OFFICERS
Other than Directors appointed by the cities of Palm Desert,Rancho Mirage and Indian
Welis,candidates receiving the highest number of votes sha11 be elected as directors. In
addition those receiving the highest number of votes of the specified slots for officers shail
be declared the winners.
ARTICLE VII
DIRECTORS
SECTION l. POWERS
(a) General Cor^parate Powers. Subject to the provisions of the California Nonprofit
Corporation Law and any limitations in#he Articles of Incorporation and these bylaws,the
business and affairs ofthe Corporation shall be managed, and all corporate powers shall be
exercised,by or wndez direc#ion of the Board of Directors,and shall be referenced
� specifically by "Roberts Rules of Order", Newly Revised,for the conduct of all meetings.
1/16/2012 6
(b) Specific Powers. Without prejudice to those general powers,and subject to the same
limitations,the directors shall have the power to:
(i} Set palicy for the Corporation and insure that such policies are carried out.
(ii) Select ar�d zemove the Executive Director of the Corporation;prescribe any
powers and duties for thern that are consisient with Iaw,with the Articles of
Incorporation,and with these bylaws; and fix their compensa#ion.
(iii) Change the principal executive c�ffice or the principal business office in tlie
State of California from one location to another.
(iv)Adopt,malce,and use a corporate seal;and alter the form of such seal.
(v) Borrow inoney and incur indebtedness on behalf of the Corporation and cause to
be executed and delivered for the Corporation's purposes, in the corpc�rate name,
promissory notes, bonds,debentures,deeds of trust,mortgages,pledges,
hypothecations, and other evidences of debt and securities.
SE�CTION 2. NtJMBER AND QUALIFICATI4N OF DIRECTORS
The authorized number of the directors shall be a maxiznum of seventeen(17),including one
director each appointed by and representing the cities of Palm Desert, Rancho Mirage and
Indian Wells.
SECTION 3. TERMS �F OFFICE OF DIRECTORS
The terms of directors appainted by and represenring the cities of Pa1m Desert,
Rancho Mirage and Indian Wells shail be two years. The terms of such directors may be
extended for additional two,two-year terms by the appointing authorities. All other
Directors shall be elected to hold office for two years,and may be elected to serve an
additianai two,two-year terms.No director shall serve more than a total of six years.
Each director, including a director elected to fill a vacancy,shall hold affice until expiration
of the terrn for which elected and until a successor has been elected and qualified. Terms of
office shali coincide with the Corporations fiscal year.
SECTION 4. VACANCIES
(a) Events Causin�Vacancy. A vacancy ox vacancies on the Board of Directors shall be
deemed to exist on the occurrence of the fallowing:
(i)The death,resignation,or removal of any director.
(ii)Failure by a director to attend two(2)board meetings in one ealendar year.
{iii)An increase in the authorized number of Directors.
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A vacancy may be filled at any time throughout the year.
(d) Resi an,g�tions. Except as provided in this paragraph,any director may resign at any
time,which resignation sha11 be effective on written form,either hard copy or
electror�ic notice,to the President,the secretary,or the Board of Directors,unless the
notice speeifies a later tirne fox the resignation to become effective. If the
resignation of a director is effective at a future time,the Board of Direc#ors shall
make every reasonable effort to elect a successor to take office when the resignation
becomes effective.
(c) No Vacancv on Reduction of I�lumber of Directors. No reduction of the authorized
number of directors shall l�ave the effect of removing any director before that director's term
of office expires.
SECTION 5. PLACE 4F MEETiNGS;MEETINGS BY TELEPHONE
Regular meetings of the Baazd of Directars may be held at any place within or outside the
State of California that has been designatecl from time to time by resolution of the Board. In
the absence of such designation,regular meetings shall be held at the principal executive
office nf the Corporation. Special meetiz�gs of the 8oard shall be held at any place within or
outside the State of California that has been designated in the notice of the meeting or,if not
stated in the notice or if there is no notice,at the principal executive office of the
Coiporation. Notwithstanding the above provisians of this Section,a regular ox special
nneeting of the Board of Directors may be held at any place consented to in writing by all the
Board members either before or after the meeting. If consents are given,they shal] be filed
with the minutes of the meeting. Any meeting,regular or special,may be held by
conference telephone or similar coznmunica#ion equipment,so long as all directors
participating in the meeting can hear one another,and all such directors shall be deemed to
be present in person at such meeting.
SECTION 6. NOTICE OF ME�TINGS
Regular and special meetings of the Boaxd of Directars shall be held at such time as shall
from time to time be fixed by the Board af Directors. Notice of regular meetings shall be
made to ea.ch director personally or by telephone or faac or electronic mail at least forty-
eight(48)hours prior to the meeting or by first-class mail,postage paid, at least seven(7)
days prior to such meeting.
The President or any five directors may call special meetings of the Board of Di.rectars for
any purpose at any time.
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SECTION 7. QUORUM
A majority of the elected number of dizectors shall constitute a quorum for the transaction of
business,except to adjourn as provided in Sectian 10 of this Article
A meeting at which a quorum is initially present may continue to transact busi.ness,
notwithstanding the withdrawal of directors,if any action taken is approved by at least a
majority of tlie required quorum for that meeting.
SECTION&. ADJOURNMENT
A majority of the directors present,whether or not constituting a qudrum, may adjourn any
meeting to another time and place.
SECTION 9. NC?TICE OF ADJOURNMENT
Notice of the time and place of holding an adjourned meeting need not be given unless the
meeting is adjaurned for more than twenty-four(24)hours, in which case persona!notice af
the time and place shall be given befnre the time of the adjourned meeting to the directors
who were not present at the time of the adjoui�unent.
SECTION 10. ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors may be taken without
a meeting,if a11 members of the Board,individually or collectively,consent in writing to
that action. Such action by written consent shall have the same force and effect as a
unanimous vote of the Board of Directors. Such written consent or consents shail be filed
with the minutes of the proceedings of the Board.
SECTION 1 l. FEES AND COI�IPENSATION OF DIRECTORS.
Neither Directors nor members of committees may receive any compensation for their
services. However,Directors and members of connmittees may receive such reimbursement
of expenses,as may be determined by resolution of the Board of Directors to be just and
reasonable.
ARTICLE VIII
COMNIITTEES
SECTION 1. COMMITTEES OF DIRECTORS
The Board of Directors may,by resolution adopted by the Board at a meeting duiy call�d,at
which a quorum is present,designate one or more committees,each consisting of one or
more directors,to serve at the pleasure of the Board
SECTION 2. MEETINGS AND ACTiONS OF COMMITTEES
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Meetings and actions of committees shall be goyerned by,and held and taken in accordance
with,the provisions of Article VII of these bylaws,concerning meetings of directors,with
such changes in the context of those bylaws as are necessary to substitute the cornmittee and
its members for the Board of Directors and its members,except that the time for regular
meetings of committees rnay be determined either by resolution of the Boazd of Directors or
by resolution of the committee. Special meetings of committees may also be called by
resolutic�n of the Board of Directors. Notice vf special meetiz�gs af committees shall also be
given to any and a!i alternate members,who shall l�ave the right to attend a11 rneetings of the
committee. Minutes shall be kept of each meeting of any corninittee and shall be filed with
the corporate records.
ARTiCLE IX
OFFICERS
SECTI�N 1. �JkFICERS
The officers of the Corporation shall be a president,a vice-�resident, a secretary, and a
treasurer.
SECTON 2. APP�INTMENT OF OFFTCERS
The officers of the Corporation shall serve at the pleasure of tl�e Boaz'd,subject to the rights,
if any,of an off'icer under those specified in The Scott Foresman edition of Robert's Rules of
Order, Newly Revised.
SECTION 3. REMOVAL OF OFFICERS
An officer may be removed,with or without cause,by the Board of Directors,at any regular
or special meeting of the Board.
SECTION 4. RESIGNATION OF OFFICERS
Any officer may resign at any time by giving written notice to an officer of the Board,
preferably the President. Any resignation shall take effect at the date of the receipt of that
notice or at any later time specified in that notice.
SECTION 5. VACANCIES IN OFFICES
A vacancy in any office because of death,resignation,removal,disqualifica.tion,or any
other cause shall be filled in the mannear prescribed in these bylaws for regiilar appointments
to that office.
SECTION 5. RESPONSIBILITIES OF OFFICERS.
� 1/16/2012 10 �
(a) President. The President shall be the Chief Executive Qfficer of the Carpora#ion and,
subject to the control of the Board of Directors,shall generally supervise,direct,and control
the business and the officers af the Carporation. 1'he President shall preside at a11 rneetings
of the Boazd of Directors and sha11 have such other powers and duties as may be prescribed
by the Board of Directors,these bylaws and as outlined in Robert's Rules of Order, Newly
Revised.
(b) Vice President. In the absence or disability of the Fresident, the Vice President shall
perf�rrn all the duties of the President,and when so actzng shall have all the powers of,and
be subject#o all the restrictions upon,the President. The Vice President shall have such
other powers and perform such other duties as from time to time may be prescribed by the
Board of Directors or the President.
(d) Secretarv. The Secretary shall attend to the following:
(i) Book of rninutes. The Secretary shall keep or cause to be kept,at the principal
executive office or such other place as the Board of Directors may direct, a book of
minutes of all meetings and actions of directors and committees of directors with the
time and place af holding,whether reguiar or special, and if special,how authorized,
the notice given,the names of tllose present at such meetings,and the proceedings of
such meetings.
(ii) Notices, seal and other duties. The Secretary shall give,or cause to be given,
notice of a1i meetings of the Board of Direc#ors required by the bylaws to be given;
shall keep the seal of the Corporation,if any,in safe custody; and shall have such
other powers and perform such other duties as may be prescribed by the Board of
Directors or these bylaws.
e) Treasurer. The Treasurer sha11 attend to the following:
(i) The Treasurer shall be the chairperson of the Board Finance Committee
which will meet on a monthly basis to review the monthiy financial statements
(balance sheet and operating statement}prepared by staff along with other related
matters.
(ii) The Treasurer shali present a monthly financial report to the board.
(iii) The Treasurer and the Board Finance Committee sha11 meet with the
independent auditozs and staff to review and recommend a draft financial
audit to the board for approval.
(iv) The Treasurer shall work with staff to insure that the annual tax returns
are reconciled with tlie annual financiai audit before the board approves
these tax returns for signature and submission to the Federal Govemment
and the State of California.
(v) The Treasurer shall report to the board the financial staxus of the Joslyn
Endowment Fund on a quarterly basis.
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(vi) The Treasurer the Board Finance Committee shal!work with staff to
develop an annual budget to be approved by the board before the start of
each fiscal year.
ARTICLE X
INDEMNIFICATI�N OF DIRECTORS,OFFICERS,EMPLOYEES,AND OTHER
AGENTS
Every member of the Board of Directors, officer or employee of the Corporation shall be
indemnified by the corporation against a11 expenses and liabilities, including counsel fees,
reasonably incurred or imposed upon such members of the Board, officer or employee in
connection with any threatened, pending, or completed action, suit or proceeding to which
shelhe may become involved by her(his being or having been a member of the Board,
officer of the corporation, or any settlement thereof, unless adjudged therein to be liable for
negligence or misconduct in the perfatrnance of her/his duties. The foregoing right o#'
indemnification shall be in addition and not exclusive of a11 other rights, vvhich such member
of the Boaxd, officer or employee is entitled,
� ARTICLE XI
RECORDS AND REPORTS
SECTION 1. MAINTENANCE AI�iD INSPECTIUN OF AI�TICLES Al'�1D BYLAWS
Tbe Corporation shall keep ai its principal executive office,the original or a certified copy
of fihe articles and bylaws as amended to date.
SECTION 2. MAINTENANCE AND INSPECTION OF CORPORATE RECORDS
The accounting books,records,and minutes of proceedings of the Boaxd of Directors and
any comrnittee(s)of the Board of Directors shall be kept at such place or places designated
by the Board of Directors or,i.n the absence of such designation,at the principal executive
office of the Corporation. The minutes shall be kept in written or typed forrn,and the
accounting books and records shall be kept either in written or typed form or in any other
form capable of being converted into written,typed or printed form.
SECTION 3. INSPECTION BY DIRECT4RS
Every director shall have the absolute right at any reasonable time with cause to inspect all
books,records and docurnents of every kind and the physical properties of the Corporation.
This inspection by a director may be made in person or by an agent or attorney,and the rigiit
of inspection includes the right to copy and make extracts of documents.
SECTION 4. ANNUAL AUDIT REPORT
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The Corporation shall provide to the directors,within one hundred twenty (120)days of the
ciose of its fiscal year,a report containing the following information in reasonable detail,
including an audit certified by a qualified independent accountant:
(a) The assets and liabilities,including any trust funds,of the Corporation as of the
end of the fiscal year.
(b) The principal changes in assets and lial�ilities,incluciing trust funds, during the
fiscal year.
(c) The revenue or receipts of the Corporation bath unrestricted and restricted to
particular purposes,for the fiscal year. �
{d) The expenses or disbursements of the Corporation, for both general and
restricted purposes,during the fiscal year.
SECTION 5. FISCAL YEAR
The fiscal year of the Corporation shall be from July 1 of each year thxough June 30 of#he
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.
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CERTIFICATE OF ADOPTION OF RESTATED BYLAWS
This is to certify that the foregoing is a true and correct copy of the Restated Bylaws of the
Corporation and that such Restated Bylaws were duly adopted by the Boazd of Directors of
the Corporation an the date set forth on the title page hereof.
DATED: December 2U,2011
�1J.LLUJh,,j��.e.�t..�
Dawn Suggs, Secretazy
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