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HomeMy WebLinkAbout00/09/11 (Agn) Lib Fnd Board , 1 LIBRARY FOUNDATION BOARD AGENDA CITY OF RANCHO CUCAMONGA ADJOURNED MEETING 6:00 p.m. September 11, 2000 Tri-Communities Room City of Rancho Cucamonga 10500 Civic Center Drive Rancho Cucamonga, California 91730 City Councilmembers William J. Alexander, Mayor Diane Williams, Mayor Pro Tem Paul Biane, Councilmember James V. Curatalo, Councilmember Bob Dutton, Councilmember Foundation Boardmembers Paula Pachon, President Patricia Beasley, Secretary Donna Bradshaw, Boardmember Rebecca Davies, Boardmember Gino Filippi, Boardmember Ron Stark. Boardmember Amy Warshaw, Boardmember Paul Williams, Boardmember DECLARATION OF POSTING OF AGENDA VIVIAN GARCIA states and declares as follows: I presently am, and at all times mentioned herein have been, the Administrative Secretary of the Library of Rancho Cucamonga. Acting in that capacity, on at I posted a true and correct copy of the meeting agenda dated 9 /00 at 10500 Civic Center Drive, Rancho Cucamonga. I declare under penalty of perjury that the foregoing is true and correct and that this declaration was executed on Z00 at Rancho Cucamonga. DEBORAH KAYE CLARK, LIBRARY MANAGER City of Rancho Cucamonga BY: Vivian Garcia, Administrative Secretary City of Rancho Cucamonga PAGE Rancho Cucamonga Public Library Foundation Board Adjourned Meeting, September 11,2000 1 A. CALL TO ORDER 1. Roll Call: Pachon Beasley , Bradshaw , Davies Filippi , Stark Warshaw and Williams B. ITEMS OF BUSINESS WITH NEWLY APPOINTED OFFICIALS 1. Administration of Oath of Office—Oath of Office will be administered to re-appoint Rebecca Davies and appoint Anne Viricel by Mayor Pro Tem Diane Williams C. ELECTION OF OFFICERS Conducted by current President Paula Pachon. President Secretary Powers and responsibilities of each Officer are outlined in the attached 1 Bylaws, Article VI, Sections 1 through 6. Gavel will be passed to newly elected President. D. CONSENT CALENDAR The following Consent Calendar items are expected to be routine and non-controversial. They will be acted upon by the Library Foundation Board at one time without discussion. Any item may be removed by a Boardmember or member of the audience for discussion. 1. Approval of minutes: August 14, 2000 7 E. LIBRARY DIRECTOR'S STAFF REPORTS The following items do not legally require any public testimony, although the President may open the meeting for public input. 1. Donor Wall: Update. Oral report presented by Library Director, Deborah Clark 2. Joint Meeting of the City Council and the Library Board of Trustees. Oral report by Library Director, Deborah Clark. PAGE Rancho Cucamonga Public Library Foundation Board Adjourned Meeting, September 11, 2000 2 F. BOARD BUSINESS The following items have been requested by the Library Foundation Board for discussion. They are not public hearing items, although the President may open the meeting for public input. 1. Telethon 2001 a) Reports from Subcommittees 1) Subcommittee Report on Evaluation Forms for Telethon 2000. Oral report: Paul Williams presenting. 2) Subcommittee Report on suggestion Projects for Telethon 2001. Oral report: Committee Chair presenting. b) Holiday Kickoff Party c) Selection of Telethon Date G. IDENTIFICATION OF ITEMS FOR NEXT MEETING This is the time for the Library Foundation Board to identify the items they wish to discuss at the next meeting. These items will not be discussed at this meeting, only identified for the next meeting. H. COMMUNICATIONS FROM THE PUBLIC This is the time and place for the general public to address the Library Foundation Board. State law prohibits the Board from addressing any issue not previously included on the Agenda. I. ADJOURNMENT I, Vivian Garcia, Library Secretary of the City of Rancho Cucamonga, hereby certify that a true, accurate copy of the foregoing agenda was posted on Thursday, September 7, 2000, 6:00 p.m., seventy-two (72) hours prior to the meeting per Government Code 54953 at 10500 Civic Center Drive. BYLAWS OF THE RANCHO CUCAMONGA PUBLIC LIBRARY FOUNDATION ARTICLE I - NAME AND ADDRESS Section 1. The name of this association shall be the Rancho Cucamonga Public Library Foundation, hereinafter referred to as the "Foundation". Section 2: The address of the principal executive office of the Foundation shall be located at Rancho Cucamonga Public Library, 7368 Archibald, Rancho Cucamonga, California, or at such other place as the Board of Directors hereafter may designate. ARTICLE II - PURPOSES AND LIMITATIONS Section 1. The purpose of the Foundation is to establish a permanent endowment fund to assist the government of the City of Rancho Cucamonga through the Rancho Cucamonga Public Library, hereinafter referred to as the "library", in improving the quality of library services to the citizens of the City of Rancho Cucamonga. Section 2. The Foundation is organized, and at all times shall be operated, exclusively for the benefit of, to perform the function of, and to carry out the purposes of, the Library, within the meaning of 509(a) (3) (A) of the Internal Revenue Code of 1954, as amended, the Regulations thereunder, and the corresponding provision of any applicable future United States Internal Revenue Law and Regulations, such Code and Regulations hereinafter collectively referred to as the "Code". Section 3. In carrying out such purpose, the Foundation shall not, in any manner, be utilized to discharge the obligation of the City of Rancho Cucamonga, hereinafter to be referred to as the "City", to bear the expenses of financing the routine operation, maintenance or repair of the Library. The support, promotion and advancement of the Library afforded by this Foundation is in addition to, and supplementary to, any budgeting program sponsored by the City, and the use of this Foundation in the routine operation, maintenance or repair of the Library shall be a violation of the purposes herein expressed. If the Board of Directors is of the opinion that the City causes the terms of the Foundation to be violated by causing income of the Foundation to be used for routine operation, maintenance or repair of the Library, then the Board of Directors may direct that the income be used for the benefit of library organizations that are not under the jurisdiction of the City. These organizations must be charitable organizations under Section 501(c)(3) of the Code and must be consistent with the purpose of the Foundation. ARTICLE III - MEETINGS Section 1. All meetings, regular and special shall be notified, posted and conducted in every way consistent with the requirements set forth in the Brown Act. Section 2. The Board of Directors of the Foundation shall hold an annual meeting in the month of June at such time and place designated by the Board. I Section 3. Adoption of a budget for the upcoming fiscal year shall occur at the annual meeting. Section 4. Special meetings may be called at any time by a majority of the Board. Written notice, stating the time and place of any special meeting and its purpose shall be given to each member of the Board at least four days before such meeting. Section 5. A majority of the Board constitutes a quorum. ARTICLE IV - MEMBERSHIP AND SHARES Section 1. The corporation shall have no membership. Section 2. The corporation shall not have or issue shares of stock and shall declare no dividends. Section 3. No part of the Foundation shall inure to the benefit of any private individual, and no part of the direct or indirect activities of this Foundation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, or of participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office. Notwithstanding any other provision hereof, this Foundation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501 (c) (3) of the Code or by an organization contributions to which are deductible under Section 170 (c) (2) of such Code. ARTICLE V - BOARD OF DIRECTORS Section 1. The total number constituting the Board of Directors shall be nine (9). Section 2. The Library Director shall serve as an ex officio member of the Board. Section 3. One (1) member of the Board of Directors shall be the elected President of the Library Board of Trustees or his/her designee from the Library Board of Trustees. Section 4. One (1) member of the Board of Directors shall be filled by a member of the Friends of the Rancho Cucamonga Public Library, appointed by the President of that organization. Section 5. Seven (7) members of the Board of Directors shall be filled by individuals through an application and selection process and must be approved by the Library Board of Trustees and appointed by the City Council. Section 6. The terms shall be four (4) years. Directors may be reappointed for an additional four year term, after which they may not be reappointed until an intervening one year oZ period. All vacancies occurring because of the expiration of terms or for other reasons will be filled by the appointing body. Section 7. The members of the first board appointed shall so classify themselves by lot that two of their number shall go out of office at the end of the current fiscal year, three at the end of one year thereafter, two at the end of two years thereafter, and two at the end of three years thereafter. Section 8. Directors missing three consecutive meetings, without good cause, may be replaced by a majority vote of the remaining Directors on the Board and the appointing body asked to appoint a new candidate to the Board. Any Director of the Library Foundation may be removed at any time by a majority vote of the entire council. Section 9. All terms as prescribed in this Article shall commence with the organizational meeting of the Board of Directors and shall expire at the date of the annual meeting in June. Section 10. Any change in the number and qualifications of members of the Board of Directors shall be made only by amendment to these Bylaws. ARTICLE VI - OFFICERS Section 1. The Board shall elect a President and a Secretary at the annual meeting. Their terms of office are one year. Section 2. Officers may be removed from office for cause by a majority of the Foundation Board at any meeting. Section 3. The President shall preside at all meetings of the Board and have responsibility for general supervision of its activities. Section 4. The President, with assistance from the Library Director and the Investment Trustee, shall present a budget for approval of the Board at the annual meeting. Section 5. Disbursement of money in excess of$500, unless specifically budgeted at the annual meeting, requires the signature of either the President or the Secretary. Section 6. The Secretary shall give notice to all members and shall maintain a permanent set of minutes to all meetings and shall preside at meetings in the absence of the President. ARTICLE VII - POWERS Section 1. The decisions and acts of a majority of the members of the Board of Directors qualified and serving shall constitute an exercise of the Foundation powers and 3 discretions conferred upon the Board of Directors and the decisions and acts of such majority of the Board of Directors shall constitute and be taken as the decisions and acts of the entire Board of Directors. Section 2. The Board of Directors may adopt rules of procedures which shall not be inconsistent with the terms of this Foundation. Section 3. A simple majority of the Board may amend the Bylaws at any meeting. However, no such amendment or modification shall alter the intention of the Donors that this Foundation be operated exclusively for charitable, literary and educational purposes, and in a manner which shall make this Foundation tax exempt and the donations to it deductible from taxable income to the extent allowed by the provisions of the Code and other applicable legislation and regulations as they now exist or as they may hereafter be amended. Every amendment or modification of these bylaws shall be in writing, shall be signed by a majority of the Board of Directors then serving and shall be delivered to each of the members of the Board then in office and to the Investment Trustee then in office. ARTICLE VIII - COMPENSATION AND EXPENSES Section 1. The Board of Directors shall serve without compensation. ARTICLE IX - INVESTMENT TRUSTEE Section 1. The Finance Director of the City of Rancho Cucamonga shall serve as the Investment Trustee for the Foundation. He/she shall have the powers and authority set out in Section 2. Section 2. The powers of the Investment Trustee shall be limited to investment of the Foundation property and shall have the following discretionary powers: (a) To hold the principal and all money or property given to the Trustee to invest and reinvest, unless the deed or legacy of a particular gift or gifts specifically authorizes or requires its retention and/or use for a specific project. (b) To invest and reinvest the principal and undistributed income of the Foundation funds on deposit with the Trustee in such property, real, personal or mixed and in such manner as it shall deem proper for the growth of capital and the production of income, and from time to time to change investments as he/she shall deem advisable; to invest in or retain any stocks, shares, bonds, notes, obligations, or personal or real property bonds, notes, obligations, or personal or real property (including without limitation any interest in or obligations of any corporation, association, business trust, investment trust, common trust fund or investment company) although some or all of the property so acquired or retained is of a kind or size which but for this express authority would not be considered proper and although all of the Foundation funds are invested in the securities of one company. No principal or income, however, shall be loaned, directly or indirectly, to the Investment Trustee or any member of the Board or to anyone else, corporate or otherwise, who has at any time made a contribution to this Foundation, nor to anyone except on the basis of an adequate interest charge and with adequate security. (c) To sell, lease, or exchange any personal, mixed, or real property, at public auction or by private contact, for such consideration and on such terms as to credit or otherwise, an to make such contracts and enter into such undertakings relating to the Foundation property, as it considers advisable, whether or not such leases or contracts may extend beyond the duration of the Foundation. (d) To borrow money for such periods, at such rates of interest, and upon such terms as it considers advisable, and as security for such loans to mortgage or pledge any real or personal property with or without power of sale; to acquire or hold any real or personal property, subject to any mortgage or hold any real or personal property, subject to any mortgage or pledge on or of property acquired or held by this Foundation. (e) To execute and deliver deeds, assignments, transfers, mortgages, pledges, leases, covenants, contracts, promissory notes, releases, and other instruments, sealed or unsealed, incident to any transaction in which it engages. (f) To vote, to give proxies, to participate in the reorganization, merger or consolidation of any concern or in the reorganization, merger or consolidation of any concern or in the sale, lease, disposition, or distribution of its assets; to join with other security holders in acting through a committee, depositary, voting trustees, or otherwise and in this connection to delegate authority to such committee, depositary, or trustees and to deposit securities with them or transfer securities to them; to pay assessments levied on securities or to exercise subscription rights in respect of securities. (g) To hold Foundation property without indication of fiduciary capacity but only in the name of a registered nominee, provided the Foundation property is at all times identified as such on the books of the Foundation fund; to keep any or all of the Foundation property or funds in any place or places in the United States of America. ARTICLE X - ACCOUNTING Section 1. The Investment Trustee shall render an accounting of the investment transactions concerning the Foundation to the Board of Directors at least annually. No person or entity other than the Board of Directors may require an accounting or bring any action against the Investment Trustees with respect to the Foundation. The Investment Trustee may at any time initiate legal action or proceedings for the settlement of its accounts and, except as otherwise required by law, the only necessary party defendant to such action or proceedings shall be the Board of Directors. Section 2. The fiscal year of the Foundation shall be from July 1 through June 30th. Section 3. The Board of Directors shall make a report annually of its uses of the Foundation and shall distribute copies thereof to all members at the regular annual meeting held in June. s ARTICLE XI - LIABILITY OF TRUSTEES/DIRECTORS Section 1. No Investment Trustee or member of the Board of Directors shall be answerable for loss in investments made in good faith. No Investment Trustee or member of the Board of Directors shall be liable for the acts or omissions of any other member of the Board, or of any accountant, agent, counsel or custodian selected with reasonable care. Each Investment Trustee or member of the Board shall be fully protected in acting upon any instrument, certificate, or paper, believed by him/her to be genuine and to be signed or presented by the proper person or persons and no Investment Trustee or member of the Board shall be under any duty to make any investigation or inquiry as to any statement contained in any such writing but may accept the same as conclusive evidence of the truth and accuracy of the statement therein contained. ARTICLE XII - FOUNDATION Section 1. The Board of Directors may receive donations from the Donors or from any other source in cash or in other property acceptable to them. All donations so received shall be deposited with an Investment Trustee by the Board of Directors and thereafter held, managed, administered and disposed of by the Investment Trustee and the Board of Directors pursuant to the terms of the Agreement. The Board of Directors may accept donations which restrict their uses and purposes, provided such restrictions are within the uses and purposes set forth in Article II, and which limit the time, manner, amount, or other terms of distribution; but, unless otherwise specifically required, the Board of Directors may mingle such restricted donations with other assets of the Foundation. ARTICLE XIII - USE OF THE FOUNDATION Section 1. The Board of Directors shall have power to apply the Foundation for the purposes set forth in Article II. In furtherance thereof, the Board of Directors shall have the power and authority and is directed to distribute the distributable income of the Foundation as they may determine, to the uses and purposes set forth in Article II. Section 2. Unless the restricted donation provides otherwise, as used in Section 1, "distributable income" means the total holdings of the Foundation, principle and interest, less $2,500 which will serve as the minimum holding of the Foundation. ARTICLE XIV - TERM OF FOUNDATION Section 1. The Foundation shall continue in perpetuity; it may however, at any time be wound up and the assets distributed with the assent of two-thirds of the Board of Directors, the Library Board of Trustees and the Rancho Cucamonga City Council. Upon any such winding up, the assets of this Foundation shall be distributed exclusively for such purpose or purposes, as are consistent with the purpose of the Foundation. CITY OF RANCHO CUCAMONGA RANCHO CUCAMONGA PUBLIC LIBRARY FOUNDATION BOARD Special Meeting A. CALL TO ORDER A special meeting of the Rancho Cucamonga Public Library Foundation Board was held on Monday, August 14,2000, in the Tri Communities Room of the City of Rancho Cucamonga,located at 10500 Civic Center Drive, Rancho Cucamonga, California. The meeting was called to order at 6:06 p.m. Present were Boardmembers Beasley, Bradshaw, Davies, Pachon, Warshaw and Williams. Mayor Pro Tem Diane Williams,Ravenel Wimberly,Library Boardmember, Deborah Clark,Library Director, and Vivian Garcia, Administrative Secretary, were also present. ****** B. ITEMS OF BUSINESS WITH NEWLY APPOINTED OFFICIALS B1. Administration of Oath of Office — Oath of Office was administered by Mayor Pro Tem Diane Williams to appoint Gino Filippi. C. CONSENT CALENDAR Cl. Approval of minutes: February 7, 2000 (Pachon abstained), February 23, February 28(Discussion only),March 6(Beasley, Davies abstained), March 13 (Stark and Williams abstained), March 20 (Beasley abstained) and May 8th MOTION: Moved by Boardmember Williams to approve the minutes, seconded by Boardmember Warshaw. Motion carried, 7-0-1 (with Stark absent). D. LIBRARY DIRECTOR'S STAFF REPORTS D1. Telethon 2000. Oral report from Deborah Clark, Library Director. a. Financial Report. Boardmember Stark arrived at 6:25 p.m. Deborah Clark, Library Director, reviewed expenditures of the budget with the Foundation Board. b. Evaluation Forms. Library Foundation Board Minutes August 14, 2000 Page 2 Deborah Clark, Library Director, asked for a subcommittee to be formed to evaluate Telethon 2000 surveys returned. The subcommittee will make their recommendations to the Foundation Board. President Pachon asked for volunteers. Boardmembers Williams, Davies and Beasley volunteered. Staff will be preparing a cost analysis with cost centers on a spreadsheet for the Foundation Board for the next meeting. C. Thank you party Deborah Clark, Library Director, stated that the event went very well. The Library Foundation Board commended staff on the wonderful decorations for the event. D2. Telethon 2001. Oral report from Deborah Clark, Library Director. Deborah Clark, Library Director, stated that for next meeting, staff would like recommendations from the Foundation Board on the Project for Telethon 2001. Boardmembers suggested another subcommittee to"brainstorm"ideas and to bring back selections to the Foundation Board. President Pachon asked for volunteers. Library Boardmembers Wimberly and Bradshaw; and Foundation Boardmembers Stark and Williams volunteered. D3. Tax status and tax preparation. Report recommending contracting for tax preparation for the Library Foundation. Deborah Clark, Library Director, stated that staff has prepared the Foundation Board's taxes in the past. However, staff is recommending an accountant to prepare future taxes. MOTION: Moved by Boardmember Davies for staff to obtain an accountant for the taxes for the Library Foundation Board, seconded by Boardmember Williams. Motion carried, 8-0. D4. Status of Bookmobile Project. Oral report by staff. g Library Foundation Board Minutes August 14, 2000 Page 3 Deborah Clark, Library Director, stated that staff is waiting for notification from the State on the grant for the bookmobile. Staff should hear by October. E. BOARD BUSINESS E1. Closeout Budget for 1999/2000: report recommending issuance of check to the Rancho Cucamonga Public Library in the amount of$20,000 to cover donations in the 1999/2000 budget. Deborah Clark,Library Director,reviewed budget sheets with the Foundation Board. Staff is asking for approval of$10,000 for the Adult Literacy Program and$10,000 for the Children's Curriculum Support to be spent. MOTION: Moved by Boardmember Williams to approve the check for $20,000 to be given to the Rancho Cucamonga Public Library, seconded by Boardmember Beasley. Motion carried, 8-0. E2. Proposed Budget for 2000/2001: Report recommending approval of the proposed budget for 2000/2001. Deborah Clark, Library Director, reviewed proposed budget with the Foundation Board. MOTION: Moved by Boardmember Williams to approve the 2000/2001 budget, seconded by Boardmember Warshaw. Motion carried, 8-0. E3. Donor Wall: Report recommending approval of design concept, presented by Library Director, Deborah Clark. Deborah Clark, Library Director, reviewed the design with the Foundation Board. Staff will be bringing a proposal on how accumulative donations will work to the next meeting. MOTION: Moved by Boardmember Bradshaw to approve the design submitted by United States Bronze, seconded by Boardmember Williams. Motion carried, 8-0. E4. Date of next meeting. After discussion, President Pachon stated that the next meeting would be Monday, September 11, 2000 at 6 p.m. in the Tri Communities Room at City Hall. Library Foundation Board Minutes August 14, 2000 Page 4 F. IDENTIFICATION OF ITEMS FOR NEXT MEETING Fl. Subcommittee reports on the Evaluation Forms of Telethon 2000. F2. Subcommittee reports on Project for Telethon 2001. F3. Telethon 2001 F4. Donor Wall F5. Date of Telethon 2001 F6. Holiday Party—Kick off for Telethon 200 1. F7. Election of Officers G. COMMUNICATIONS FROM THE PUBLIC None received H. ADJOURNMENT MOTION: Moved by Boardmember Williams, seconded by Boardmember Stark to adjourn to Monday, September 11, the motion carried, 8-0. The meeting adjourned at 7:15 p.m. Respectfully submitted, Vivian Garcia Administrative Secretary Approved: �D