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Home My WebLink About2019/05/06 - Agenda Packet - Library Foundation Board MAY 69 2019 LIBRARY FOUNDATION BOARD AGENDA PAUL A. BIANE LIBRARY SECOND STORY EXHIBIT SPACE 12505 CULTURAL CENTER DRIVE RANCHO CUCAMONGA, CALIFORNIA A. 5:00 P.M. — CALL TO ORDER Roll Call: President, David Gonzalez Board Member, Jennifer Hufnagel Vice President, Teresa Akahoshi Board Member, Tim Johnson �m Secretary, Tina Gilfry Board Member, Ruth Leal Board Member, Noelia Chapa Board Member, Laurel Rice Board Member, Pam Easter Board Member, Heidi Soehnel B. PUBLIC COMMUNICATIONS This is the time and place for the general public to address the Library Foundation Board on any item listed on the agenda. State law prohibits the Library Foundation Board from addressing any issue not previously included on the Agenda. The Board may receive testimony and set the matter for a subsequent meeting. Comments are to be limited to five minutes per individual or less, as deemed necessary by the Chair, depending upon the number of individual Members of the audience. This is a professional businessmeeting and courtesy and decorum are expected. Please refrain from any debate between audience and speaker, making loud noises or engaging in any activity which might be disruptive to the decorum of the meeting. C. 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 Member or member of the audience for discussion. C1. Consideration to approve the Minutes of April 1, 2019. C2. Consideration to approve Library Foundation Treasurer's Report of March 2019. ® a e i i MAY 69 2019 LIBRARY FOUNDATION BOARD AGENDA D. DIRECTOR'S STAFF REPORTS The following items do not legally require any public testimony, although the President may open the meeting for public input. D1. Consideration and discussion regarding the Library Status. The oral report will be presented by Julie A. Sowles, Library Director. D2. Consideration and discussion regarding Children's Services, Adult Services and Library Programming. The oral report will be presented by Brian Sternberg, Assistant Library Director. E. 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. E1. Consideration and discussion regarding Second Story Fundraising. The Staff Report will be presented by Dianna Lee, Community Partnerships Coordinator. E2. Consideration to approve revised Bylaws. Discussion led by Vice President, Teresa Akahoshi, and Board Members Pamela Easter and Noelia Chapa. E3. Consideration to approve revised Conflict of Interest Policy, Corporate Support Policy and Library Foundation Board Member Commitment Description. Discussion led by Board Members Pamela Easter and Noelia Chapa. E4. Consideration and discussion of Memorandum of Understanding (MOU) requests from the Foundation. Discussion led by President, David Gonzalez. E5. Consideration and discussion of Transition Checklist. Discussion led by Vice President, Teresa Akahoshi, and Board Members Pamela Easter and Noelia Chapa. E6. Consideration and discussion of Strategic Plan. Discussion led by Board Members Noelia Chapa and Ruth Leal. E7. LIBRARY BOARD OF TRUSTEES LIAISON REPORT. An oral report will be presented by Mary Hannah. EB. SUB-COMMITTEE UPDATES. Page 2of3 I ® 4 6 A MAY 65 2019 LIBRARY FOUNDATION BOARD AGENDA E9. BOARDMEMBER ANNOUNCEMENTS. (Comments to be limited to three minutes per Board Member.) F. IDENTIFICATION OF ITEMS FOR THE 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. G. ADJOURNMENT 1,Jennifer Palacios, Library Administrative Secretary of the City of Rancho Cucamonga, or my designee, hereby certify that a true,accurate copy of the foregoing agenda was posted on day, Wednesday, May 01, 2019, seventy-two (72) hours prior to the meeting per Government Code 54954.2 at 10500 Civic Center Drive. Jennifer Palacios Library Executive Assistant II City of Rancho Cucamonga Mission Statement The Rancho Cucamonga Library Foundation supports the Rancho Cucamonga Public Library's innovative programs and services. We believe the Library is the cornerstone of lifelong learning throughout our community and region by transforming knowledge, imagination, and discovery. If you need special assistance or accommodations to participate in this meeting,please contact the Library at(909)477-2720, Notification of 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility. Listening devices are available for the hearing impaired. Page 3 of 3 I r. DATE: May 6, 2019 TO: Rancho Cucamonga Library Foundation Board FROM: Julie A. Sowles, Library Director SUBJECT: APPROVAL OF MINUTES RECOMMENDATION: Staff recommends the Library Foundation Board to approve the minutes of April 1, 2019. BACKGROUND: Attached, please find the minutes for the Library Foundation Board compiled by Executive Assistant, Jennifer Palacios. ANALYSIS: None. FISCAL IMPACT: None. COUNCIL GOAL(S) ADDRESSED: None. ATTACHMENT(S): April 1, 2019 Minutes Item C1-1 CITY OF RANCHO CUCAMONGA RANCHO CUCAMONGA PUBLIC LIBRARY FOUNDATION BOARD Regular Meeting A. CALL TO ORDER The meeting of the Rancho Cucamonga Public Library Foundation Board was held on Monday, April 1, 2019, at the Paul A. Biane Library in the Second Story Open Exhibit Space, located at 12505 Cultural Center Drive, Rancho Cucamonga, California. The meeting was called to order at 6:07 p.m. Present were Members, Akahoshi, Easter, Gilfry, Gonzalez, Hufnagel, Leal, Rice and Soehnel. Also present were Mary Hannah, Library Foundation Board Liaison, Julie A. Sowles, Library Director, Dianna Lee, Community Partnerships Coordinator and Jennifer Palacios, Executive Assistant II. B. COMMUNICATIONS FROM THE PUBLIC None were presented. C. CONSENT CALENDAR C1. Consideration to approve Minutes of March 4, 2019. MOTION: Moved by Member Soehnel to approve the minutes of March 4, 2019 seconded by Member Easter, motion carried, 8-0-2 (with Chapa and Johnson absent). C2. Consideration to approve Library Foundation Treasurer's Report of February 2019. MOTION: Moved by Member Soehnel to approve the Library Foundation Treasurer's Report of February 2019, seconded by Member Rice, motion carried, 8-0-2 (with Chapa and Johnson absent). Q. LIBRARY DIRECTOR'S STAFF REPORTS D1. Consideration and discussion regarding the Library Status. The oral report will be presented by Julie Sowles, Library Director. Julie A. Sowles, Library Director, reported the Library will be collecting non-fiction books for young adults and the books will be interfiled with adult books. Library Director Sowles reported the Friends of the Library held their annual Volunteer Appreciation dinner on March 24, 2019 at the Old Spaghetti Factory and made a donation to Library for$20,400.00. Julie A. Sowles, Library Director, reported on March 21, 2019 the Library had their annual budget Item C1—2 Library Foundation Board Minutes April 1, 2019 Page 2 meeting with the City Manager and it went well. The budget will be finalized at the June 6, 2019 it Council meeting. Library Director Sowles reported to had a meeting regarding the Bookmobile refurbishment project. During the summertime refurbishment, Bookmobile Services will be unavailable. The project includes: new carpeting, an overhaul of the heating and air conditioning unit, reupholstering of seats and a refresh of the book collection. Jennifer fn 1, Board Member, stated she agreed the Bookmobile needs to be refurbished and looks forward to seeing the new look when it goes back out on the road. Pam Easter, Board Member, asked Library Director Sole s how the Library was doing with Star Wars Day planning. Library Director Sowles stated a sign-up sheet to staff the Library Foundation booth will be presented at the May 6, 2019 meeting. Books will be available as a giveaway at the booth. Ruth Leal, Board Member, asked if a logo with the Library Foundation name be present at the of on Star Wars Day. Library Director Sowles stated she would work staff to make sure the Foundation to is present. Board Member Easter asked if the booth would have more books this year. Library Director Sowles stated more books out be at the Foundation booth and a hand stamp will be available to help us identify children who have already received their free book. Teresa Akahoshi, Vice President, stated that should we run out of books and we decide to give out small toys instead, the toys need to be age appropriate with nosmall pieces that can be swallowed by ours llet attendees. Library Director Sowles stated she had it noted on the list. D2. Consideration and discussion regarding Children's Services, Adult Services and Library Programming. The oral report will be presented by Brian Sternberg, Assistant Library Director. Julie A. Sowles, Library Director, presented the oral report for Brian Sternberg, Assistant Library Director. Library Director Sowles stated Teen Tech Week that took place on March 7, 2019 was a success. The teens had a great time creating photography, videography and using the green screen to make their own videos. Julie A. owl s, Library Director, reported the Teen program will be holding an Open is Night on April 11, 2019 at the Biane Library. Library Director Sowles asked the Board to save the date for Asian and Pacific Islanders (API) Cultural Arts Night on May 10, 2019. The theme will be Asian and Pacific Islander Fairy Tales, Folklore and Mythology. Item C1—3 Library Foundation Board Minutes April 1, 2019 Page 3 Julie A. Sowles, Library Director, reported Children Services had several fun programs for the month of March because schools were out for Spring Break. The "Start Your Engines" Family Storytime that took place on March 16, 2019 brought in almost 100 attendees. The "Read Across Rancho:And Eric Carle Adventure"celebrating the 50th anniversary of the Hungry Caterpillar that took place on March 30, 2019 had 250 attendees. Library Director Sowles reported National Library Week will take place April 7-13, 2019 and the Library will be celebrating all week with great programs across the divisions. Julie A. Sowles, Library Director, reported a Play and Learn Island19was sold to the city of Costa Mesa and the proceeds will be deposited into the Library Foundation account. Library Director Sole s reported the Second Story will host two contract classes for the month of April: Mad Science in Action, a four-week program running April 4-25, 2019 and Young Builders: Little Free Libraries, a three-week program running April 6-20, 2019. E. BOARD BUSINESS El. Consideration and discussion regarding Second to Fundraising. The Staff Report will be presented by Dianna Lee, Community Partnerships Coordinator. Dianna Lee, Community Partnerships Coordinator, gave an update on the Second Story Campaign. E2. Election of Officers— Rancho Cucamonga Library Foundation Secretary and Treasurer. David Gonzalez, President opened the floor for nominations. Library Director Sowles stated at the Library Foundation's Strategic Planning Workshop on March 16, 2019, Board Member Johnson volunteered to be the Treasurer and Board Member Rice volunteered to be the Secretary. Tina Gilfry, Secretary, nominated Board Member Tim Johnson to be the Treasurer and nominated Board Member Laurel Rice to be the Secretary. Vice President Akahoshi seconded the nomination. President Gonzalez inquired if any other Directors might be interested to serve as Treasurer or Secretary; having none, the Board closed the floor for nominations. MOTION: Moved by Member Gilfry to approve Member Johnson to be Treasurer and Member Rice to be Secretary, seconded by Member Akahoshi, motion carried, 8-0-2 (with Chap a and Johnson absent). E3. Consideration and discussion of Members' annual financial contributions. Discussion led by President, David Gonzalez. Item C1-4 Library Foundation Board Minutes April 1, 2019 Page 4 President Gonzalez asked the Board what the annual financial contribution amount should be for the Board of Directors. The Board discussed possible pledge amounts and the time frame of when to donate. MOTION: Moved by Member Easter to approve the annual financial contribution of $250.00, seconded by Member Gilfry, motion carried, B-0-2 (with Chapa and Johnson absent). E4. Consideration and discussion of Transition Checklist. Discussion led by Vice President, Teresa Akahoshi and Board Member, Noelia Chapa. Board Members Pamela Easter and Teresa Akahoshi, and Julie A. Sowles, Library Director led the discussion. Library Director Sowles asked the Board if there were any changes they wanted to address on the Transition Checklist. Board Member Leal stated a marketing budget should be noted on the checklist. E5. LIBRARY BOARD OF TRUSTEES LIAISON REPORT. An oral report presented by Mary Hannah._ Mary Hannah, Library Foundation Board Liaison, reported the Library Board of Trustees met last month and received a presentation from Margaret Hatanaka and Kristin Brailey on Library Volunteers. Library Foundation Board Liaison Hannah reported the Library Board of Trustees discussed the proposed changes to the Library's Mission Statement. Discussion will continue at a future meeting. E6. SUB-COMMITTEE UPDATES. President Gonzalez stated the Fundraising Committee is making progress and Board Member Johnson has helped the Committee with his ideas and connections. E7. BOARDMEMBER ANNOUNCEMENTS. (Comments to be limited to three minutes per Board ember.) David Gonzalez, President announced Quakes Opening Day will be April 11, 2019 and the Skybox will be open to Board Members to visit and have refreshments. Tina Gilfry, Secretary announced her Caryn Cougar Chorus will be performing at Quakes on April 19, 2019, F. IDENTIFICATION OF ITEMS FOR THE NEXT MEETING Revised Bylaws Star Wars sign-up sheet Item C1—5 Library Foundation Board Minutes April 1, 2019 Page 5 G. ADJOURNMENT MOTION: Moved by Member Easter to adjourn to Monday, May 6, 2019, seconded by Member Gilfry, motion carried, B-0-2 (with Chaps and Johnson absent). The meeting adjourned at 7:23 p.m. Respectfully submitted, Tina Gilfry Secretary, Library Foundation Board Prepared by, Jennifer Palacios, Executive Assistant Approved: Item C1—6 ® i D i � ® + ■ ! i i i 1 MEN :i ............. DATE: May 6, 2019 TO: Rancho Cucamonga Library Foundation Board FROM: Julie A. Sowles, Library Director SUBJECT: TREASURER REPORT- MARCH 2019 REPORT BEGINNING MTQ MTQ ENDING CASH CASH March 2019 BALANCE REVENUES EXPENDITURES. FUND General $4%584.74 $1,500.00207„00 kjg77.74 Archibald Cildren's Books n. o et4 4„919- ._ Victoria Gardens Books $83,125.00 Adult Literacy $19,400.5 1 s Greg &Terri Jacobs- Literacy $3,565.70 .7 Learn lslandSTM $108.472.501 9 72® Lola A. Livesly"frust Account $218,801.97 1 e 1 e 7 Innovation Fund 111L000.00 e Moving o r :Workforce Tech Skills- Edison $12.500.00 12 02erating-Reserve -unma— IEMO— econ tow $119 e553.20 $3,767.051 ,3 Unallocated Funds 7 _, .0 7 Item C2-11 TREASURER REPORT— MARCH 2019 May 6, 2019 Page 2 TOTAL $1,594,003.66 6,2 7a 5 $207.00 $1,599,063.71 LAIF Account $1,449,726.62 Transferred to LAIF Account LAIF Interest Union Bank Account $149,537.09 Deposits in Transit Less Outstanding Checks Total Library Foundation Holdings: $1,599,063.71 Revenues: $5,267.05 Lewis Apt. 05 $ 1,500.00 General Fund City of Rancho Cucamonga $ 3,797.05 General Fund Box Office ticket sales for Diane Williams Retirement Luncheon-Proceeds Expenditures: $207.00 Airport Transportation $ 207.00 General Fund Wess Garcia Revenue School March 14-15,2019 Total Holdings $ 1,599,063.71 Outstanding Library Budget $ 207,800.00 Second Story Campaign Commitment $ 500,000.00 Available Funds $ 891,263.71 ATTACHMENTS): Rancho Cucamonga Public Library Foundation Budget FY2018-2019 Budget. Item C2-2 RANCHO CUCAMONGA PUBLIC LIBRARY FOUNDATION BUDGET FY 2018-2019 LAIF $1,426,463 Union Bank Account $69,884 Total Opening Assets $1,496,347 FY 2018-2019 REVENUES PROJECTED $132,795 Library Foundation Balance(Projected) $1,629,142 Library Foundation Expenditures Total Expenditures Projected ($48,639) Total Balance Remaining in Library Foundation for FY 2018-2019 $1,580,502 PRELIMINARY PROPOSED BUDGET 2018-2019 BUDGET BUDGET YTD BUDGET 2017/2018 2018/2019 ACTIVITY AMT RMNG Rental income $16,800 $16,500 $9,100 $7,400 Interest Earned $5,000 $10,000 $23,264 -$13,264 Personal Donations(incl.direct mail campaign) $5,000 $5,000 $1,260 $3,740 Other Events $15,000 $18,000 $19,389 .'$1,319 Corporate Grants $5,000 $5,000 $0 $5,000 Play and Learn IslandTM Revenue $20,000 $20,000 $0 $20,000 Second Story Campaign $75,000 $79,782 -$4,782 REVENUE TOTALS $66,800 $149,500 $132,795 $16,704.92 Conference for Boardmembers ($1,000) ($600) ($600) Board Expenses ($1,000) ($1,ow) ($385) ($615) Del Mar Apt.5 Utilities $0 ($187) ($T.,)6) $119 Gyroscope Contract (,$26,500) $0 $0 $0 Insurance ($1,041) ($1„050') $0 ($1,050) Board Training/Strategic Planning ($2„000) ($2„000) $0 ($2,000) Major Direct Mail Piece ($7,000) (s.7,000) $0 ($7„000) Annual Calendar ($15„000) $0 $0 $0 Postage $0 ($'1,000) ($54) ($946) Publicity ($2,000) ($2,000) ($2,000) $0 Tax Preparation ($1,000) ($2,500) ($2.„555) $55 Library Programming Incentives ($1,000) ($1,000) ($894') ($106) 1101 11 '1 1 glip MEN= . �� .I 2nd Story Campaign Related Events ($6,000) ($3,800) ($653) ($3,147) Gillry/Lewis Event $0 ($61,1100) ($3,871) ($2,229) Quakes Skybox Event $0 ($425) $13 ($425) TOTAL OPERATIONAL EXPENDITURES ($63,541) $28,662 $10,718) $17,944 i 2nd Story Development Consultants $0 ($125„000) $0 ($125,000) Adult Literacy ($10„000) ($1 t:)„000) $0 ($10„000) Children's/Special Programs ($5„000) $0 $0 $0 Guttural Arts Nights ($15,000) ($15,000) ('$5,000) ($10,000) Corporate Grant ($51,000) ($5,000) $0 ($5,000) Exhibit Rental ($40,000) $0 $0 $0 Fund Development Coordinator ($251,000) ($26,800) ($26,800) $0 Star Wars Reads Event $0 ($5,000) ($2„445) ($2,555) Matching for Library Grants ($15,000) ($15,000) $0 ($151,000) National Library Week Banner $0 ($1„000) ($1„017) $17 Professional Development/Innovation Fund ($5,000) ($5„000) ($2„659) ($2,341) TOTAL FOUNDATION EXPENDITURES $183,541 $236,462 $48,639 $1871823 Item C2-3 ou uu RANCHO, CUCAMONGA 9 I 4-71 DATE: May 6, 2019 TO: Rancho Cucamonga Library Foundation Board FROM: Julie A. Sowles, Library Director SUBJECT: CONSIDERATION AND DISCUSSION REGARDING SECOND STORY AND BEYOND FUNDRAISING RECOMMENDATION: No recommendation. For information only. BACKGROUND: Dianna Lee had a short conversation with Christine Pham from Victoria Gardens and hopes to be able to provide an update soon regarding a potential donation. Additional conversations have taken place this month which have resulted in good news. Prospective donor tours are still pending for: Richards, CORE and Flynn. Dianna Lee is reviewing the master donor list to identify the top 15 potential major individuals and/or organizations on the donor list. The Fundraising Subcommittee will be reviewing these potential donors to create a priority top ten list for the Subcommittee to focus their attention on this year. If any Board Member feels that their contact(s) should be included in the top ten efforts, please contact Dianna Lee to add them to the donor solicitation strategy for 2019. Dianna Lee has located several websites that offer free webinars on a variety of topics relating to the Second Story and Beyond campaign. If Board Members are interested in receiving the link to these free webinars or trainings, please inform Dianna Lee. What does it take to secure a single major gift? Over 2 years and over 26 touches. Dianna Lee shared this industry benchmark with the Fundraising Subcommittee, and when it was applied against some of the major gifts already received by the Foundation, the Subcommittee discovered the Foundation's results aligned similarly to the benchmark. Two types of thank you letters were recently sent out, one to sponsors of the Champions of Literacy event and the other to the Foundation's ongoing donors. The later thanked donors for their ongoing support and provided a Second Story and Beyond progress update. ANALYSIS: None. FISCAL IMPACT: None. Item E1--1 CONSIDERATION AND DISCUSSION REGARDING SECOND STORY FUNDRAISING May 6, 2019 Page 2 COUNCIL GOAL(S) ADDRESSED: None. ATTACHMENT(S): None. Item 1=1-2 �R+ANCH�+O� L�U+`i • m • . a • • • 1 LIBRA Y g ARTICLE I—NAME AND ADDRESS SECTION 1. NAME The name of this Foundation shall be the Rancho Cucamonga Public Library Foundation, hereinafter referred to as the "Foundation". SECTION 2. CHANGE OF ADDRESS The address of the principal executive office of the Foundation shall be located at the Rancho Cucamonga Public Library, 12505 Cultural Center Drive, Rancho Cucamonga,California,or at such other place as the Board of Directors hereafter may designate by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws: Dated: , 20 Dated: , 20 ARTICLE II—PURPOSES AND LIMITATIONS SECTION 1. PURPOSE The purpose of the Foundation is to provide support to: (a) Aid and assist the Rancho Cucamonga Public Library, hereinafter referred to as the "Library", in any manner which will benefit the Library and its programs and which will improve its potential to provide service to the citizens of the City of Rancho Cucamonga; (b) Undertake any programs or projects which will serve the purpose stated above and are deemed appropriate and advisable by the Library Director and the duly appointed members of the Rancho Cucamonga Public Library Board of Trustees; (c) Operate exclusively for charitable, literary, or educational purposes, including but not limited to, merchandising and to soliciting and receiving contributions, gifts, endowments, or bequests in any negotiable form, banking or investing the receivables, and distributing these assets for the benefit of the Library; (d) Encourage understanding and appreciation of the work of the Rancho Cucamonga Public Library To accomplish these purposes the Foundation may receive, hold and disburse gifts, bequests, devises and other funds and may own and maintain or lease suitable real estate and buildings, and any personal property which is deemed necessary for these purposes; and to enter into, make and perform and carry out contracts of any kind for any lawful purpose without limit as to amount. Revised May 6, 2019 Page 1 of 14 Item E2-1 SECTION 2. LIMITATIONS 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". In carrying out such purposes, 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". The support, promotion and advancement of the Library afforded by this Foundation is in addition to, and supplementary to, any budgeting program funded by the City. No part of the Foundation shall inure to the benefit of any private individual, and no part oft e 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's contributions is are deductible under Section 170(c)(2) of such Code. ARTICLE III—SHARES SECTION 1. SHARES The Foundation shall not have or issue shares of stock and shall declare no dividends. ARTICLE IV—MEETINGS SECTION 1. QUORUM A majority of the actual number of Directors constitutes a quorum. SECTION 2. REGULAR MEETINGS Annual Meeting of the Foundation. The Board shall conduct an annual meeting in the on of June for all members of the Foundation. Held at such time and place designated by the Board, ata minimum,the meeting will include: (a) President's report summarizing the events and activities of the year; (b) Annual Treasurer's report of the receipts, expenditures, investments and state of the monies and property of the Foundation; (c) Adoption of an Annual Budget for the upcoming fiscal year; (d) Election of officers of the Board for the ensuing year Monthly Board Meetings. Monthly meetings of the Board of Directors shall be held each month on a day and time approved upon by a majority of the Board of Directors. Revised May 6, 2019 Page 2 of 14 Item E2-2 SECTION 3. SPECIAL MEETINGS Authority to Call. Special meetings of the Board of Directors for any purpose may be called at any time by the President, the Vice President or any two directors. Notice. Notice stating the time and place of any special meeting and its purpose shall be given to each member of the Board at least two as before such meeting. Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting,if all 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 shall be filed with the minutes of the proceedings of the Board. SECTION 4. RULES OF PROCEDURE The rules of procedure at meetings of the Board of Directors of the Foundation shall be the rules contained in Robert's is of Order on Parliomentary Procedure, as amended, or other recognized parliamentary rules,so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation, or any resolution of the Board of Directors. ARTICLE V—BOARD OF DIRECTORS SECTION 1. POWERS Authority. 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 discretions conferred upon the Board of Directors. 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. Rules of Procedure. The Board of Directors may adopt rules of procedures which shall not be inconsistent with the terms of the Foundation. Amending of Bylaws. A two-thirds majority of the Board Members present at any meeting may amend the Bylaws. 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. SECTION 2. NUMBER The total number constituting the Board of Directors shall be no less than 7 and no more than 21. The Library Director shall serve as an ex officio non-voting member of the Board. Revised May 6, 2019 Page 3 of 14 Item E2-3 SECTION 3. QUALIFICATIONS OF DIRECTORS The members of the Board of Directors shall be filled by individuals through an application and selection process established by the Board of Directors. Directors may not serve as an elected member of the City Council and/or any City Council appointed Board or Commission. SECTION 4. TERMS The terms shall be four (4) years. Board Members, who are interested in being considered for reappointment to an additional term, shall submit a letter of interest to the President of the Board, with a copy to the Library Director. SECTION S. VACANCIES All vacancies occurring because of the expiration of terms or for other reasons will be filled by the selection process established by the Board of Directors. SECTION 6. REMOVAL OF DIRECTORS Directors missing three consecutive meetings,without good cause, may be replaced by a majority vote of the remaining Directors on the Board. Any Director of the Library Foundation may be removed at any time by a majority vote of the Foundation Board of Directors without cause. SECTION 7. RESIGNATIONS Resignations of Board of Directors Members will be submitted in writing to the Foundation Board President, with a copy to the Library Director, stating aneffective date. SECTION 8. CHANGES IN BOARD OF DIRECTORS Any change in the number and qualifications of members of the Board of Directors shall be made only by amendment to these Bylaws. SECTION 9. STATEMENT OF NON-LIABILITY No member of the Finance Committee or the Board of Directors shall be: (a) answerable for loss in investments made in good faith or (b) liable for the acts oromissions of any other member of the Board, or of any accountant, agent, counsel or custodian selected with reasonable care. Each member of the Finance Committee or 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. No member of the Finance Committee or the Board shall be under any duty to make any investigation or inquiry as to any statement contained in the aforementioned writings but may accept the same as conclusive evidence of the truth and accuracy of the statement therein contained. Revised May 6, 2019 Page 4 of 14 Item E2-4 SECTION . INDEMNIFICATION OF DIOFFICERS Each Director now or hereafter serving the Foundation and each person who, at the request of or on behalf of the Foundation, is now serving or hereafter serves as a trustee, director, officer, or agent and his or her respective heirs, executors, and personal representatives shall be indemnified by the Foundation against expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit, or proceeding in which he or she is made a arty by reason of being or having been such trustee, director, oro icer, except in relation to matters as to which he or she shall be adjudged in such action,suit, or proceeding to be liable for negligence or misconduct in the performance of duties, but such indemnification shall not be deemed exclusive of any other rights to which such person may be entitled under any Bylaw, agreement, vote of the Board of Directors, or otherwise. The directors shall be covered by annually purchased Directors and Officers Insurance. SECTION 11. COMPENSATIONEXPENSES Compensation. Directors may not be compensated for rendering services to the Foundation in any capacity. However, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties. ARTICLE VI—OFFICERS SECTIONFI E The Board shall elect a President,Vice President, Secretary and Treasurer at the annual meeting. The President may appoint officers if an office becomes vacant prior to the annual meeting. SECTIONF OFFICE Their terms of office are one year. Officers may serve additional terms if approved by by a majority vote of the Board of Directors at the annual meeting. SECTIONL OF OFFICERS Officers may be removed from office with or without cause by a majority vote of the Board of Directors, at any meeting. SECTION TIE F THE PRESIDENT The President shall preside at all meetings of the Board, work with the Library Director on the development of meetingagendas and have responsibility for general supervision of its activities. The President, with assistance from the Library Director, the Treasurer and the Finance Committee, shall present an annual budget for approval and a report summarizing the events and activities of the year, at the annual meeting. The President will be authorized to be one of the two signatures on Foundation checks and may sign, with the Vice President, Secretary or Treasurer or any other proper officer authorized by Revised May 6, 2019 Pae 5 of 1 I — the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to another Board Member. SECTION 5. DUTIES OF THE VICE PRESIDENT The Vice President shall preside at meetings and represent the Foundation in the absence of the President.The Vice President will be authorized to be one of the two signatures on Foundation checks and shall perform such other duties as from time to time may be assigned by the President, the Board of Directors, or the Executive Committee. SECTION 6. DUTIES OF THE SECRETARY The Secretary shall: (a) Prepare agendas for the Board's meetings; (b) Execute minutes of the Board's meetings in a for which is accessible to the Directors, staff and other individuals who may request access; (c) Ensure that all notices are duly given in accordance with the provisions of these Bylaws; (d) Act as custodian of the Foundation's records and respond to requests for information The Secretary will be authorized to be one of the two signatures on Foundation checks and shall perform such other duties as from time to time may be assigned by the President,the Board of Directors, or the Executive Committee. SECTION 7. DUTIES OF THE TREASURER The Treasurer will chair the Finance Committee and shall be responsible for: (a) Maintenance of the financial records of the Foundation; (b) Secure signatures of all authorized signers on all checking and savings account signature cards; (c) Secure two signatures on all checks; (d) Receive and give receipts for the moneys due and payable to the Foundation from any source whatsoever; (e) Deposit and transfer moneys in the name of the Foundation in keeping with the Foundation's Investment Policy; (f) Interact with the Finance Committee; (g) Prepare and present a Treasurer's Report at every monthly Board Meeting; (h) Work with Finance Committee to prepare the Budget for adoption by the Foundation Board; (i) Present an annual Financial Report to the Foundation which includes revenues and expenditures for the year; Ensure an annual Financial Review is performed by an outside agency; (k) Work with contracted financial/bookkeeping staff The Treasurer shall perform such other duties as from time to time may be assigned by the President,the Board of Directors, or the Executive Committee. Revised May 6, 2019 Page 6 of 14 Item E2-6 ARTICLE VII—COMMITTEES SECTION 1. EXECUTIVE COMMITTEE The Executive Committee shall be chaired by the President, and shall consist of the President, Vice President, Secretary, Treasurer and immediate past-President if immediate past-President is not holding another office. The Executive Committee shall have the power to act between meetings of the entire Board, to make recommendations to the Board, to pay bills, answer legal and taxing authority correspondence, and to accept is, bequeaths, endowments, and donations less than$50,000.The Committee will also complete annual evaluations of Foundation Staff as well as provide feedback to the Library Director on the performance of City employees who provide support to the Foundation.Authority remains with the Board and any interim action must be ratified by the Board at its next meeting. The Executive Committee shall have all the authority of the Board, except: (a) Take any final action on matters which, under the Nonprofit Corporation Law of California, requires approval of the entire Board; (b) Fill vacancies on the Board of Directors or on any committee; (c) Amend or repeal Bylaws ora opt new Bylaws; (d) Amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable nor repealable; (e) Establish any other committees of the Board of Directors or appoint members to these committees; (f) Approve any transaction (1) to which the Foundation is a party and one or more of the Directors have a material financial interest, or other conflict of interest or (2) between the Foundation and one or more of its Directors or between the Foundation or any person in which one or more of its Directors have a material financial interest, or other conflict ofinterest. By a majority vote of its Members, the Board may at any time (1) revoke or modify any or all of the authority delegated to the Executive Committee and (2) increase or decrease but not below two (2) the number of its members. The Executive Committee shall keep regular minutes of its proceedings,cause the to be filed with the corporate records and report the same to the Board. SECTION Z. COMMITTEES OF DIRECTORS The Board of Directors may, by a majority vote of the Directors, establish one or more standing and/or ad hoc committees, each consisting of two or more Directors, to serve at the pleasure of the Board. Committees may consist of persons who are not members of the Board. Committees shall be chaired by a Board Member selected by a vote of its members unless otherwise specified in the Bylaws. These committees shall act in an advisory capacity only. By a majority vote of its Members, the Board may at any time revoke or modify any or all of the authority so delegated to a committee, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the Members of the Board. Committees shall provide reports at Board meetings. Revised May 6, 2019 Page 7 of 14 Its E2-7 SECTION 3. FINANCE COMMITTEE The Finance Committee works to guide all financial policies and activities of the Foundation which includes but not limited to the following: (a) Oversees development of the budget; ( ) Oversees adherence to the Investment Policy; (c) Ensures accurate tracking/monitoring/accountability for funds; ( ) Ensures adequate financial controls; (e) Reviews major grants and associated terms; ( ) Reports to the Board any financial irregularities, concerns, opportunities; ( ) Recommends financial guidelines to theBoard; (h) Works with staff to design financial reports; (i) Ensures reports are accurate and timely; 0) Oversees short and long-term investments; (k) Provides performance feedback to the Executive Committee on related staff SECTIONLCOMMITTEE The Board Development Committee works to create and maintain a Board and leadership with skills and abilities to best meet the needs of the Foundation: (a) Prepares priorities for Board composition; ( ) Recommends a slate of Officers for election at the annual meeting; (c) Recruits, interviews and recommends potential members to theBoard; ( ) Provides orientation,training and support to new Board Members SECTIONIICOMMITTEE The Fundraising Committee works with the Library Director and Foundation Staff to oversee the development and implementation of the Fundraising Plan which includes the Capital Campaign, Sustaining Funds and Signature Events and meets the Foundation's financial commitments: O Suggests promotional, informational, and community fundraising activities that are cost- effective; ( ) Participates actively in the execution of fundralsing activities; (c) Oversees donor management software, ensures fullest use of its features and maintains current list of past, current and potentialdonors; ( ) Ensures involvement of all Board Members in fundraising efforts; (e) Participates in outreach, relationship building, stewardship and giftsolicitation from external sources of support; ( ) Oversees the appropriate acknowledgment of donors; ( ) Monitors fundraising efforts to ensure that ethical practices are in place; ( ) Recommends annual fundraising u et to the Finance Committee; (i) Provides performance feedback to the Executive Committee on related staff MARKETINGSECTION 6. The Marketing Committee works to oversee the development and implementation o the Marketing Plan, raises awareness about the Foundation's fundraising efforts and enhances the image of the Foundation: Revised May 6, 2019 Pae 8 of 1 I — (a) Communicates the Foundation's message to potential donors to generate interest in the Foundation's mission; (b) Develops strategies that encourage community involvement and investment; (c) Develops, maintains and uses a range of communication platforms to convey the Foundation's message; (d) Recommends annual marketing budget to the Finance Committee; (e) Makes recommendations regarding use of external vendors and consultants ARTICLE Vill—USE OF THE FOUNDATION SECTION 1. POWERS OF THE BOARD The Board of Directors shall have power to conduct the Foundation for the purposes set forth in Article 11. In furtherance thereof, the Board of Directors shall have the power and authority and is directed to disperse the distributable income of the Foundation as they may determine, to the uses and purposes set forth in Article 11. SECTION 2. DEFINITION OF DISTRIBUTABLE INCOME Unless the restricted donation provides otherwise, as used in Article VIII,Section 1, "distributable income" means the total holdings of the Foundation, principal and interest, less $2,500 which will serve as the minimum holding of the Foundation. ARTICLE IX— EXECUTION OF INSTRUMENTS, INVESTMENTS, DEPOSITS AND DONATIONS SECTION 1. EXECUTION OF INSTRUMENTS The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer ora ent of the Foundation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances. SECTION 2. INVESTMENTS The Finance Committee shall manage and invest the funds of the Foundation in accordance with the Board adopted Investment Policy. SECTION 3. CHECKS AND NOTES Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Foundation shall be signed by two of the following the President, Vice President, Secretary or Library Director. SECTION 4. DEPOSITS All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such as, trust companies or other depositories as the Finance Committee selects. Revised May 6, 2019 Page 9 of 14 Its E2-9 SECTION 5. ACCEPTANCE OF DONATIONS General Donations. The Board of Directors may receive donations from donors or from any other source in cash or in other property acceptable to them. All donations so received shall be deposited with the Treasurer and thereafter held, managed, administered and disposed of by the Finance Committee and the Board of Directors pursuant to the terms of the Donor Agreement. Restricted Use Donations. The Board of Directors may accept donations is restrict their uses and purposes, provided such restrictions are within the uses and purposes set forth in Article 11, 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. 11 ARTICLE X—CORPORATE RECORDS SECTION 1. MAINTENANCE OF CORPORATE RECORDS The Foundation shall keep: (a) Minutes of all meetings of Directors and of committees of the Board, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof; (b) The Foundation's Articles of Incorporation and Bylaws as amended to date. These will also be posted on the Foundation's website; (c) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, investments, liabilities, receipts, disbursements, gains and losses. SECTION 2. DIRECTORS' INSPECTION RIGHTS Every Director shall have the right at any reasonable time, to inspect and copy all books, records and documents of every kind. ARTICLE XI—FISCAL YEAR The fiscal year of the Foundation shall be from July I through June 30. ARTICLE XII—TERM OF FOUNDATION SECTION 1. TERM OF THE FOUNDATION The Foundation shall continue in perpetuity. It may however at any time be dissolved and the assets distributed with the assent of two-thirds of the Board of Directors. Revised May 6, 2019 Page 10 of 14 Item E2-10 SECTION 2. DISSOLUTION Upon any such dissolution, the assets of this Foundation shall revert to the City of Rancho Cucamonga's Library Fund, to be distributed exclusively for such purpose or purposes, as are consistent with the purpose of the Foundation. ARTICLE XIII—AMENDMENT OF BYLAWS SECTION 1. AMENDMENT Subject to any provision of law applicable to thea ndme of bylaws of public benefit nonprofit corporation, these Bylaws may be altered, amended, or repealed and new Bylaws shall be adopted by a vote of at least two thirds majority approval of the Board of Directors. ARTICLE XIV—AMENDMENT OF ARTICLES SECTION 1. AMENDMENT OF ARTICLES Any amendment of the Articles of Incorporation may be adopted by majority vote of the Board of Directors. SECTION Z. CERTAIN AMENDMENTS Notwithstanding the above sections of this Article,the Foundation shall nota a its Articles of Incorporation to alter any statement is appears in the original Articles of Incorporation of the names and addresses of the first Directors of the Foundation, nor the name and address of its initial agent, except to correct an error in such statement or to delete such statement after the Foundation has filed a "Statement by a Domestic Non-Profit Corporation" pursuant to Section 6210 of the California Nonprofit Corporation Law. Revised May 6, 2019 Page 11 of 14 Item E2-11 Amended May 6, 2019 President, David Gonzalez Vice President,Teresa Akahoshi Secretary, Laurel Rice Treasurer, Tim Johnson Board Member, Noelia Chapa .....................�.._ .... ................ _ .. Board Member, Pam Easter Board Member,Tina Gilfry Board Member Jennifer Hufn agel Board Member, Ruth Leal �. ... Board Member, Heidi Soehnel Revised May 6, 2019 Page 12 of 14 Item E2-12 LA=ttachment I I ARTICLES OF INCORPORATION OF THE RANCHO CUCAMONGA PUBLIC LIBRARY FOUNDATION I The name of this corporation is the Rancho Cucamonga Public Library Foundation. 11 A. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes. B. The specific purpose of this corporation is to lessen the burdens of government of the City of Rancho Cucamonga by assisting the Rancho Cucamonga public Library in improving the quality of library services to the citizens of the City of Rancho Cucamonga. III The name and address in the State of California of this corporation's initial agent for service of process is: Robert Karatsu, 7368 Archibald, Rancho Cucamonga CA 91730. IV A. This corporation is organized and operated exclusively for Library purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code. B. No substantial part of the activities of this corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office. C. Not withstanding any other provision of these articles, the corporation shall not carry 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 of 1986 [or the corresponding provision of any future United States Internal Revenue law] or [b] by a corporation contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1986 [or corresponding provision of any future United States Internal Revenue law]. Revised May 6, 2019 Page 13 of 14 Item E2-13 V The property of this corporation is irrevocably dedicated to Rancho Cucamonga Public Library purposes and no part oft a net income or assets of this corporations all ever inure tothe benefit of any director, officer, or member thereof or tot benefit of any private person. Upon the dissolution or winding up oft a corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities oft is corporation shall be distributed to the City of Rancho Cucamonga-exclusively for public library purposes. Date (Signature of Incorporator) (Type name of Incorporator) I hereby declaret a I am the person who executed the foregoing Articles of Incorporation, is execution is my act and deed. (Signature of Incorporator) Revised May 6, 2019 Page 14 of 14 Item E2-14 RANCHO com LIBRA. Y ARTICLE I--NAME AND ADDRESS SECTION 1. NAME The name of this Foundation shall be the Rancho Cucamonga Public Library Foundation, hereinafter referred to as the "Foundation". SECTION 2. CHANGE OF ADDRESS The address of the principal executive office of the Foundation shall be located at the Rancho Cucamonga Public Library, 12505 Cultural Center Drive, Rancho Cucamonga, California,or at such other place as the Board of Directors hereafter may designate by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws: ........,,....,,. ..... Dated: 20 Dated: m, 20 ARTICLE II—PURPOSES AND LIMITATIONS SECTION 1. PURPOSE The purpose of the Foundation is to provide support to: (a) Aid and assist the Rancho Cucamonga Public Library, hereinafter referred to as the "Kibrary", in any manner which will benefit the Library and its programs and which will improve its potential to provide service to the citizens of the City of Rancho Cucamonga , (b) Undertake any programs or projects which will serve the purpose stated above and are deemed appropriate and advisable by the Library Director and the duly appointed members of the Rancho Cucamonga Public Library Board of`trustees; (c) Operate exclusively for charitable, literary, or educational purposes, including but not limited to, merchandising and to soliciting and receiving contributions, gifts, endowments, or bequests in any negotiable form, banking or investing the receivables, and distributing these assets for the benefit of the Library; (d) Encourage understanding and appreciation of the work of the Rancho Cucamonga Public Library To accomplish these purposes the Foundation may receive, hold and disburse gifts, bequests, devises and other funds and may own and maintain or lease suitable real estate and buildings,and any personal property which is deemed necessary for these purposes;and to enter into, make and perform and carry out contracts of any kind for any lawful purpose without limit as to amount. Reviseda 4 201 ' Page 1 of 19 Item E2-15 SECTION 2. LIMITATIONS 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". 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". The support, promotion and advancement of the Library afforded by this Foundation is in addition to, and supplementary to, any budgeting program sons ee4mfunded by the City. 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's contributions which are deductible under Section 170(c)(2) of such Code. ARTICLE III—SHARES SECTION 1. SHARES The e Foundation shall not have or issue shares of stock and shall declare no dividends. ARTICLE IV—MEETINGS -e e kv aFP "nom A SECTION 13. QUORUM A majority of the actual number of dDirectors constitutes a quorum. SECTION 23. REGULAR MEETINGS Annual Meeting of the Foundation. The Board shall conduct an annual meeting in the month of June for all members of the Foundation. Held at such time and place designated by the Board, at a minimum, the-the meetiniz willinclude: a resi antes e su arizi the events and activities of the year,, Revised ay462011 82, Page 2 of 1 Item E2-16 b Annual Treasurer's report of the receipts,expenditures, investments and state of the monies and property of the Foundation, c Adoption of a6_Annual isBudget for the upcoming fiscal year7l d Election 4heof officers of the Board for the ensuing year �� onthly Board Meetings. r � onthly –meetings of the Board of Directors shall be held each month on a day and time proved yupon by a maiority of the Board of Directors ted. SECTION 43. SPECIAL MEETINGS Authority to Call. Special meetings of the Board of Directors for any purpose may be called at any time by the President, the Vice President or any two directors. Notice. g _o a M1'. Nlotice-statin the time and lace of an special meeting and its purpose shall be even k mm... ................X g p Y p g P P each member of the Board at least : , two days before such meeting. Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all 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 shall be filed with the minutes of the proceedings of the Board. SECTION LES OF PROCEDURE The rules of procedure at rneetins o the Beard of Directors of the Foundation shall be the rules contained_in Robert f les of r er orr F�orlfo er�tory proce re, as amended or other rece� nized oarliarnentar rules,so far as aolieale and when not inconsistent with these Bylaws the Articles o Incore�oration� car any resolution of the pard of Directors. ARTICLE V—BOARD OF DIRECTORS SECTION 1. POWERS Authority. 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 discretions conferred upon the Board of Directors afkWhe 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. Rules of Procedure. The Board of Directors may adopt rules of procedures which shall not be inconsistent with the terms of t4jrthe Foundation. Amending of Bylaws. A two-thirds majority of the Board Members present at any meeting7 may amend the Bylaws. 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 Revised a , 26189 Page 3 of 19 Item E2-17 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 Blaws 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 v SECTION 2. NUMBER The total number constituting the Board of Directors shall be no less than 7 and no more than 21. The Library Director shall serve as an ex officio nonzvotin ,„member of the Board. T. e c �.t „ ctfw,w.tT�ib� n� SECTION 3. QUALIFICATIONS OF DIRECTORS The members of the Board of Directors shall be filled by individuals through an application and selection process established by the Board of Directors. Directors ay not serve as an elected member of the City Council and/or any City Council aointe Board or Co recission. SECTION 4. TERMS The terms shall be four(4)years. Chat -pill Ie Board Members, who are interested in being considered for rea000intrnent to an additional term, alE submit a letter of interest to the President of the pard,with a Cody to the Library Directorm SECTION S. VACANCIES All vacancies occurring because of the expiration of terms or for other reasons will be filled by the selection rocess established b theBoard of Directors. SECTION 6. REMOVAL OF DIRECTORS Directors missing three consecutive meetings,without good cause,may be replaced by a majority vote of the remaining Directors on the Board Any Director of the Library Foundation may be removed at any time by a majority vote of the e o n ati n Board of Directors without cause. SECTION Resignat os of Board of Directors Members will be submitted in ritin it the Foundation o President® it co y to t e Libra hector, stati a e dive date. Reviseda _,„ 21 ® Page 4 of 19 Item E2-18 SECTIONU. CHANGES INBOARD OF DIRECTORS Any change in the number and qualifications of members of the Board of Directors shall be made only by amendment to these Bylaws. SECTION 99. STATEMENT OF NON-LIABILITY No member of the ` Finance . . .. Com ittee or the Board of Directors shall be: a answerable for loss in investments made in good faith -w - Lib Iliable 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 member of the e +-et®Finance eeCornmittee or 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 o member of the €e .Finance=Fr eaCommittee or the Board shall be under any duty to make any investigation or inquiry as to any statement contained in the aforementioned writings but may accept the same as conclusive evidence of the truth and accuracy of the statement therein contained. SECTION INDEMNIFICATION OF DIRECTORSOFFICERS Each Director now or hereafter serving the Foundation and each Berson who, at the re nest of or on behalf of the Foundation. is now serving or hereafter serves as a trustee, irectt�r. officer> or a errt and his or her res active heirs, executors and ersorral re resentatives shall be indemnified y the Foundation against expenses actually and necessarily incurred by him or her in connection with the defense of made a party y reason of bein or having been such trustee directorm oro icer. except in relation to matters as to which he or she shall be aiuded in such action,suitor or proceeding to be liable for nee�liene or rrrrisconduct in the performance of dcrties> but such indemnification shall not be deemed exclusive of any other riets to which such person may e entitled under any slaw a reement vote of the Board of Directors, or otherwise. The directors shall be covered anncrally purchased Directors and Officers Insurance. SECTION 911. COMPENSATION AND EXPENSES Compensation. � Directors a of e c e sate f r eri e is s to the u ai i a c acit . o ev r®th y s all a allowed reasonable advancement or reimbursement of expenses incurred in the Derformance of their regular duties. Revised a „201 9 Page 5 of 19 Item E2-19 ARTICLE VI—OFFICERS SECTION 1. NUMBER OF OFFICERS The Board shall elect a President, Vice President "+ Secretary and Treasurer at the annual meeting. -The President may appoint officers if an office becomes vacant prior to the annual meeting. SECTION 2. TERM OF OFFICE Their terms of office are one year. Officers may serve additional terms ifveka4-_agREgved_byuVsff by a r maiority vote of the BoardFPe"4x—wiL5,of(Directors at the annual meeting. SECTION 3. REMOVAL OF OFFICERS Officers may be removed from office with or without cause by a majority vote of the F Board of Directors„ at any meeting. SECTION 4. DUTIES OF THE PRESIDENT The President shall preside at all meetings of the Board work with theUbrarirector onthe development of me and have responsibility for general supervision of its activities. The President, with assistance from the Library Director, the Treasurer and the n*es T+oswefinancee Committee shall present an annual budget for approval and a report mmarizir�g the events armed activities of the year mat the annual meeting. The President will be authorized to be one of the two signatures on Foundation checks and ay in with the Vice President, Secretary or Treasurer or any ether r�rot�er officer authorized by the Board of Director any deedsR mortgages bonds@ contracts or other instruments which the Board of Directors has authorized to be executed e gnd execution thereof shall be _by the Board of Directors to another Board Member. SECTION S. DUTIES OF THE VICE PRESIDENT The Vice President shall preside at meetings iDd represent the Foundation in the absence of the President. The Vice President will be authorized to be one of the two signatures on Foundation checks and hll c�erFor such ether duties as from time to time may be assigned the President the Board of Directors or the Executive CoMmittee. SECTION 6. DUTIES OF THE SECRETARY The Secretary shall: a �Pr�are agendas for the oard's eetings Revised a 4 d, 2'01199 Page 6 of 19 Item E2--20 ( 1 Execute rr�ir�utes of the I3oar � rr�eetins in a form Crich is accessible to the Directorss staff and other individuals who ray request access- Ensure that all notices are duly given in accordance with the provisions of these R laves° �d1 pct as custodian of the Foundation® records and respond to reeuests for information 8 The Secretary mill e authorized# be one of the two signatures on Foundation checks and shall erfc�rrr�such other duties as fro ti e to time rr�a be asci ne the President the I�par of Directors or the Executive Committee, SECTION 7® DUTIES OF THE TREASE The Treasurer will chair the Finance Committee and shall be responsible for° f `� _ aintenance of the financial records pf the c�unatic�n- „b „ qgMEg_slgnatyres of all authorized„mei ners �c eckin armed savigs Acc gnt sl�r�ature cards- LcL Secure two sinatures on all checks- �dy Receive and give receipts for the rnor�eys due and payable to the Foundation from any source atsc�ever® ., Lej - e sit�transfer.moneys in the name of the Fqunclation in k e in ,,with the Foundation's Investment Policy- f Interact Frith the Finance Committee-. Pre are and .resent a Treasurers a ort at eve; ►r�ontl Board eetin , h or with Finance Co rr�ittee to re are the ud et for ado �ti�on the Foundation Board,-. �l}._.Present an annual Financial Report to the Foundation which includes revenues and expenditures for the year- Ensure ars ann�,ral Financia! evietiv is erforrne an outside ,enc k] or Wvith contracted finar�cialookeepin staff The Treasurer shallerfor such other duties as from time tt�titi e mae assign by the Preside.ptB the oar of C�irectorse or the Executive o itteem ARTICLE VIE—COMMITTEES SECTION 1. COA4M4T;66&4W-&WrECTOR4EXECUTIVE COMMITTEE The Executive Committee shall be ch a ire d,,,by,,,t,h,e,,,,P resident, ashall consist of the PresidentQ Vice P si n Secret Treasurer and immediate past-Pre ie t if i e iae as -Presi ent is not holding another office. The Executive Committee shall have the power to act between meetingsof the entire Board, to make recommendations to t e ® tp ay ills ns er l and taxine a t oris carr s a d to ecce t i e eco eat sn e o ts® n natio s less an000.TheCommittee will also co lets annual_evaluations ofou dation Staff as well as pr vide feedback tote I-ibraly Directorthe Derformance of City employees Aho provide support to the Foundation.Authority remains with the Boarda any interim action Revised a 20Page 7 of 19 Item E2--21 rust be ratified by the Board at its next rneetinem The Executive Committee shall have all the authority of the curd except: � } Take any final action on matters yvichm under the Nonprofit Corporation Law of Californiasreouires approval of the entire Board- fib} Fill vacancies can the Board of Directors or on ani cort�r�ittee$ (c} Amend or repeal Bslaws or adopt neer Bylaws- J,d'_ men r re eat any resolution of the Board of Directors yh ch b wts _gApfg5LjeM is not so amendle nor repelables fie} Establish arty other cornrnittees of the Board of Directors or appoint rnernbers to these comrW}ttees f� pprorre any transaction (1� torhic the Foundation is a party and one or more of the Directors have a material financial interests or ether conflict of interest or ( } etvreen the Foundation and one or more of its Directors or between the Foundation or any person in which one or more of its Directors have a material financial interest ter other conflict of interest 13y a rnaiority vote of its embers, the Board ray at any tirrr,e revoke or modify any or all of the authncrease or decrease but not below t p_(2} the number of its rnern arse The Executive committee shall keep regular nfinutes of its rocdinsg cause the to e filed with the corporate records and report the earns to the Board, x 8 SECTION 2. EXV.UTW&COMMITTEES OF DIRECTORS The Board of Directors may, by a maiority vote of the it ct rep este lis ne o re start i a and/or aoc commit sac c nsisti f t or snore i ecto s, o se e e leasure of the Board. Committe _ ay. o sis of eso s are of a ars of t e Board. Committees shall be chaired a Board Member selected bv a vote of its members unless otherwise seciie in the Bya s.These committees shall act in an adviso!ycapacity only. By a,mpjo,rity v to of its Mlembers. the Board may,,at any,,time revoke 2LMg,di a or all of e ah tits so delegated to a committee , i crease or do crease but not below two 2} the number f its members, and fill vacancies therein from the Members of the Board. Committees shall provide eaorts at Board meetines, m P i Revised a 21111 Page 8 of 19 Item E2-22 a P m SECTION 3. FINANCECOMMITTEE The Finance Committee orl<s o&ui a all financial oiicies and activities of the Foundation which includes but not limited to the follg [n. to Oversees development of the bud&eta Jbl versees adherence to the Investment Policm c) Ensures accurate trackin onitorin .accountabilitylor funds, d Ensures ads oats financial controls° LeLlleviews rnaior&rants and associated terms, Reports o the Board an financial irre iarities concerns o ortuniies° ( l eco mends financial&uiefine to the pard; h ork it sta to desi&n financial reports- fiL Ensures reports are accurate and ti elven `1 versees short and Ion -term investments k] rovi es a or encs feed ac o the Executive Committee on related staff SECTIONL `f COMMITTEE Revised ay 46 2 Page of 1 Item E2-23 The Epar eveloprnent o ittee works to crewte and maintain a Board and leadershi with _: skills and abilities to best meet the needs of the Foundation: LaL Prepares priorities for Board cornposition- f b) Recorrt ends a slate of(7fficers for election at e annual meglinffi {c} Recruits, interviews and recorr�rnens potential embers to the Board- �d Provides orientation trainine and support to new Board Members SECTIONS. FUNDRAISING COMMITTEE The Fundraising Committee works with the Library Director and Foundation #aff#o oversee the devlrnent an irn lernentation of the Funraisine Plan which includes lhe Capital Campaign,,. S st inin Funds and Signature Events artd sets the Foundation's financial commitments- Lal, t are cost.. effective- ( } articipa#es actively in the eecutiortP fundraising activities- fullest use of its features and maintains a current list of past current ar�d oter�tia! donors fid}_Ensures involvement of all Board embers�r�fur�draisin e arts- citation from external sources gf support- (f} Oversees the appropriate acknowlederr�ent of donors- i onitors fundraisin efforts to ensure that ethical ractices are in lace° Ohl _Pro ideas erfdrn encs fee rack to the Ee inance Comm:ittee- Committee on related staff SECTION 6. MARKETING COMMITTEE The tion of the Marketinefforts and enhances the irria e of the Foundations mpotential donors j2jgnjEgjgjatgKg2j_jjLhg Foundation's fission® (b) Develops strateeies that encourage co rnunty involvement and investment- LCI Develo )is maintains and uses a ran of communication , &tforms toE2Dye the y_ Foundation's Message Finance Committee; (e} __ ekes recornrnenations reardir� use of al vendors and consultants ARTICLE Vill—USE OF THE FOUNDATION SECTION 1. POWERS OF THE BOARD The Board of Directors shall have power to conduct the Foundation for the purposes set forth in Article 11. In furtherance thereof, the Board of Directors shall have the power and authority and Revised 6 , 2011,99 Page 10 of 19 Item E2-24 U is directed toi qdi i e the distributable income of the Foundation as they may determine, to the uses and purposes set forth in Article II. SECTION 2. DEFINITION OF DISTRIBUTABLE INCOME Unless the restricted donation provides otherwise, as used in Article VW-7V11,1 Section 1, "distributable income" means the total holdings of the Foundation, principal and interest, less $2,500 which will serve as the minimum holding of the Foundation. ARTICLE IX— EXECUTION OF INSTRUMENTS, INVESTMENTS, DEPOSITS AND DONATIONS SECTION 1. EXECUTION OF INSTRUMENTS The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the - ° Foundation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the a IFfaand such authority may be general or confined to specific instances. SECTION 2. INVESTMENTS The Finance Committee shall mane ffie an invest the funds of the Foundation in accordance with m the Board adooted Investment Policy° fe#w u e . . I Pita, m . y, m 8 B 9 g g g I e A 0 g Revised a , 211 Page 11 of 1 Item E2-25 fes' • � ". � + ' t , , A d 4 o 4*UM,eo u rte° a,k ice;° .' � ' ' � " :•,a,F roe 'ems SECTION 3. CHECKS AND NOTES Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Foundation shall be signed by two of the followine the resient>Vice President,Secretary or Library Director. SECTION 4. DEPOSITS All funds of the eeFpGFa#9o-foundaUon shall be deposited from time to time to the credit of the __o n_ tion in such banks, trust companies or other depositories as the 4we4aw4t Finance TfwAcLe-Cornmittee selects. Revised kme-May 46, 2 199 Page 12 of 19 Item E2-26 SECTION S. ACCEPTANCE OF DONATIONS General Donations. The Board of Directors may receive donations from donors or from any other source in cash or in other property acceptable to them.-All donations so received shall be deposited with an Avec A Tf+K E*the Treasurer and thereafter held, managed, administered and disposed of by the W„-A4Rem Finance 4ustee-Committee and the Board of Directors pursuant to the terms of the Donor Agreement. Restricted Use Donations. 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 X—CORPORATE RECORDS AAQ-REAQPX6 SECTION 1. MAINTENANCE OF CORPORATE RECORDS The Foundation shall keep R&jpa e: (a) Minutes of all meetings of Directors and of committees of the Board, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof; (b) tThe ` kFoundation's Articles of Incorporation and Bylaws as amended to dater-YA ro hal eie ,These will also be posted on the Foundation's website; q,„__.Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, investments, liabilities, receipts, disbursements,gains and losses] SECTION 2. DIRECTORS' INSPECTION RIGHTS Every Director shall have the right at any reasonable timer .. .,to inspect and copy all books, records and documents of every kind. aeafd-ef-pim4om � i , q Ty Revised kw*e-MaL46, 20,199 Page 13 of 19 Item E2-27 ARTICLE XI—FISCAL YEAR The fiscal year of the Foundation shall be from July 1 through June 30 . ARTICLE XII—TERM OF FOUNDATION SECTION 1. TERM OF THE FOUNDATION The Foundation shall continue in perpetuityit may however,at any time be dissolved and the zo assets distributed with the assent of two-thirds of the Board of Directors SECTION 2. DISSOLUTION Upon any such dissolution, the assets of this Foundation shall revert to the City of Rancho Cucamonga:s Library Fund, to be distributed exclusively for such purpose or purposes, as are consistent with the purpose of the Foundation. ARTICLE XIII—AMENDMENT OF BYLAWS SECTION 1. AMENDMENT Subject to any provision of law applicable to the amendment of -Bylaws of public benefit nonprofit corporation, these Bylaws ,may be altered, amended, or repealed and new Bylaws shall be adopted by a vote of at least two thirds majority approval of the Board of Directors. ARTICLE XIV—AMENDMENT OF ARTICLES SECTION 1. AMENDMENT OF ARTICLES Any amendment of the Articles of Incorporation may be adopted by of the Board of Directors. SECTION 2. CERTAIN AMENDMENTS Notwithstanding the above sections of this Article, t14" the eGqqaFa4GAfoundation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation of the names and addresses of the first Directors of e FoundatLon4GrVoFa#GP, nor the name and address of its initial agent, except to correct an error in such statement or to delete such statement after the GofpoFatio-R-Lounclation has filed a Revised 4w4e,,May 462019Page 14 of 19 Item E2-28 " 5tatement by a Domestic Non-Profit Corporation" pursuant to Section 6210 of the California Nonprofit Corporation Law. Revised 2O1 Page 15 of 19 Item E2-29 Amended 20199 President, David Gonzalez w.,,.,.,........................� �,. Vice President, Teresa AkahoshigawkWaepaa4ea c t r is �rrrr, ......................................... ..m Treasurer, Johnson Board Member, eii Board Member,Rebe4Ga4)aWesParn Easter Board r Board Member,RawAlastefjennifer Revised J.uAe-_MaL46 201199 Page 16 of 19 Item E2-30 Board Member, Leal'------ Board e l', �� ---. oar Member, Heidi Soehnel Revised a ,, 201,919 Page 17 of 1 Item E2-3t 1-.Attachment I I ARTICLES OF INCORPORATION OF THE RANCHO CUCAMONGA PUBLIC LIBRARY FOUNDATION I The name of this corporation is the Rancho Cucamonga Public Library Foundation. 11 A. This corporation is a nonprofit public benefit corporation and is not organized fort e private gain of any person, It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes. BThe specific purpose ofthis corporation is to lessen the burdens of government oft City of Rancho Cucamonga by assisting the Rancho Cucamonga public Library in improving the quality of library services tothe citizens of the City of Rancho Cucamonga. III The name and address inthe State of California of this corporation's initial agent for service of process is: Robert Karatsu, 7368 Archibald, Rancho Cucamonga CA 91730. IV A. This corporation is organized and operated exclusively for Library purposes within the meaning of Section 501 (c) (3) of the Internal Revenue C . B. No substantial part of the activities of this corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office. C. Not withstanding any other provision oft es icles, the corporation shall not carry on any other activities not permitted to be carried on (a] by a corporation exempt from Federal income tax under section 501 (c) (3) oft a Internal Revenue Code of 1986 [or the corresponding provision of any future United States Internal Revenue law] or[b] by a corporation contributions to is are deductible under section 170 (c) (2) oft Internal Revenue Code of 1986 [or corresponding provision of any future United States Internal Revenue law]. Reviseay 46, Page 18 of 19 20199 Item E2-32 V The property of this corporation is irrevocably dedicated to Rancho Cucamonga Public Library purposes and no part of the net income or assets of this corporation all ever inure tot benefit of any director, officer, or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment,or provision for payment, of all is and liabilities of this corporation shall be distributed to the City of Rancho Cucamonga-exclusively for public library purposes. ..................11.11........................................................... Date (Signature of Incorporator) (Type name of Incorporator) I hereby declaret t I am the person who executed the foregoing Articles of Incorporation,which execution is my act and deed. ......... (Signature of Incorporator) Revised hw,,--_MaL46 9 2019_ Page 19 of 19 , Item E2-33 RANCHO ARY L�BCI • . • Conflict of Interest Policy Adopted:07/16/2018 Revised:.— 2 Section I. PURPOSE The Rancho Cucamonga Public Library Foundation is a 501(c)(3) nonprofit, tax-exempt organization. Maintenance of its tax-exempt status is important both for its continued financial stability and for public support. Therefore, the IRS as well as state regulatory and tax officials view the operations of the Rancho Cucamonga Public Library Foundation as a public trust,which is subject to scrutiny by and accountable to such governmental authorities as well as to members of the public.Consequbntly,there exists between the Rancho Cucamonga Public Library Foundation and its Board, Officers, administrative employees and the public, a fiduciary duty which carries with it a broad and unbending duty of loyalty and fidelity.The Board,Officers,and administrative employees have the responsibility of administering the affairs of the Rancho Cucamonga Public Library Foundation honestly and prudently, and of exercising their best care, skill, and judgment for the sole benefit of the Rancho Cucamonga Public Library Foundation.Those persons shall exercise the utmost good faith in all transactions involved in their duties, and they shall not use their positions with the Rancho Cucamonga Public Library Foundation or knowledge gained from the Foundation, for their personal benefit. The interests of the organization must be the priority in all decisions and actions. Section 2. PERSONS CONCERNED This statement is directed not only to Directors and Officers, but to all employees who can influence the actions of the Rancho Cucamonga Public Library Foundation. For example, this would include all who make purchasing decisions,all persons who might be described as"administrative personnel,"and anyone who has proprietary information concerning the Rancho Cucamonga Public Library Foundation. Section 3.AREAS IN WHICH CONFLICT MAY ARISE Conflicts of interest may arise in the relations of Directors, Officers, and administrative employees with any of the following third parties: 1. Persons and firms supplying goods and services to the Rancho Cucamonga Public Library Foundation. 2. Persons and firms from whom the Rancho Cucamonga Public Library Foundation leases property and equipment. 3. Persons and firms with whom the Rancho Cucamonga Public Library Foundation is interacting with or planning to interact with, in connection to a gift, purchase or sale of real estate, securities, or other property. 4. Competing or affinity organizations. 5. Donors and others supporting the Rancho Cucamonga Public Library Foundation. 6. Agencies, organizations, and associations which affect the operations of the Rancho Cucamonga Public Library Foundation. 7. Family members,friends and other employees. Section 4. NATURE OF CONFLICTING INTEREST A conflicting interest may be defined as an interest,direct or indirect,with any persons or firms mentioned in Section 3.Such an interest might arise through: 1. Owning stock or holding debtor other proprietary interests in any third party dealing with the Rancho Cucamonga Public Library Foundation. 2. Holding office,serving on the board, participating in management, or being otherwise employed (or formerly employed)with any third party dealing with the Rancho Cucamonga Public Library Foundation. 1 Item E3-1 3. Receiving remuneration for services with respect to individual transactions involving the Rancho Cucamonga Public Library Foundation. 4. Using the Rancho Cucamonga Public Library Foundation time, personnel,equipment,supplies,or good will for anything other than the Rancho Cucamonga Public Library Foundation approved activities, programs and purposes. 5. Receiving personal gifts or loans from third parties dealing or competing with the Rancho Cucamonga Public Library Foundation. Receipt of any gift valued at more than $25 is not permitted, except when refusal of such gift would be deemed discourteous.No personal gift of money should ever be accepted. SECTION 5. INTERPRETATION OF THIS STATEMENT OF POLICY The areas of conflicting interest listed in Section 3, and the relations in those areas which may give rise to conflict, as listed in Section 4, are not exhaustive. Conflicts might arise in other areas or through other relations. It is assumed that the Directors, Officers, and administrative employees will recognize such areas and relation by analogy. The fact that one of the interests described in Section 4 exists does not necessarily mean that a conflict exists, or that the conflict, if it exists,is material enough to be of practical importance,or if material, that upon full disclosure of all relevant facts and circumstances it is necessarily adverse to the interests of the Rancho Cucamonga Public Library Foundation. However, it is the policy of the Board that the existence of any of the interests described in Section 4 shall be disclosed before any transaction is consummated. It shall be the continuing responsibility of the Board, Officers, and administrative employees to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make such disclosures. SECTION 6. DISCLOSURE POLICY AND PROCEDURE Transactions with parties with whom a conflicting interest exists may be undertaken only if all the following are observed: 1. The conflicting interest is fully disclosed. 2. The person with the conflict of interest is excluded from the discussion and approval of such transaction. 3. Three competitive bids or comparable valuations exist for products or services in excess of$10,000. 4. The Board has determined that the transaction is in the best interest of the organization. 5. m Disclosure in the organization should be made to the Board President (or if she/he is the one with the conflict, then to the Board Vice President), who shall bring the matter to the attention of the Board. Disclosure involving Directors should be made to the Board President, (or if she/he is the one with the conflict, then to the Board Vice President)who shall bring these matters to the Board.The Board shall determine whether a conflict exists and in the case of an existing conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable to the Rancho Cucamonga Public Library Foundation. The decision of the Board on these matters will rest in their sole discretion, and their concern must be the welfare of the Rancho Cucamonga Public Library Foundation and the advancement of its purpose. SECTION 7m ANNUAL Board of Directors Members Committee Members and Staff wLll_annually execute the adopted Conflict of Interest Disclosure Statement durine the rnont of Sanuary. The Secre#ary will be responsible for the distribution execution and retention of the individylily si ne statements in the Foundation records., 5e In determining whether there may be a possible conflict of interest, a Board Member may obtain an advisory opinion by consulting either the Library Director or Foundation Board President. 2 Item E3-2 RANHO LIBRARY Corporate Support Policy Adopted: 07/16/18 The Rancho Cucamonga Public Library Foundation believes that it can best fulfill its mission through a broad base of support from various sources. However, to maintain its independence and objectivity, it seeks to identify any areas where there may be real or apparent conflicts of interest or where the mission, programs projects and independence of the Rancho Cucamonga Public Library Foundation could be compromised. As a part of expanding its base of support,the Rancho Cucamonga Public Library Foundation is willing to consider partnerships with and gifts from the corporate sector. The Rancho Cucamonga Public Library Foundation recognizes that corporations, as profit-centered organizations, have obligations to their shareholders,boards and employees to be successful. The Rancho Cucamonga Public Library Foundation also recognizes that companies support the nonprofit sector not only out of a desire to be helpful, but also with a hope of a return or benefit to the companies. Given these realities and both legal and ethical considerations,the Rancho Cucamonga Public Library Foundation is willing to negotiate partnerships and accept support from the corporate sector in ways that will benefit and recognize the supporting companies while enabling the Rancho Cucamonga Public Library Foundation to better achieve its mission without compromising its principles. General Guidelines • The Rancho Cucamonga Public Library Foundation will at all times maintain an independent position on education-related issues and concerns. • The Rancho Cucamonga Public Library Foundation will solicit and accept support only for activities that are consistent with its mission and the policies established and set forth by the City of Rancho Cucamonga. • The Rancho Cucamonga Public Library Foundation will accept funds for research, literacy, and educational activities only when the content is aligned with the Rancho Cucamonga Public Library's mission. This determination will be made by the Rancho Cucamonga Public Library Foundation or an independent group designated by the Rancho Cucamonga Public Library Foundation (i.e. Rancho Cucamonga Library Board of Trustees). • The Rancho Cucamonga Public Library Foundation will maintain complete control, consistent with any donor restrictions acceptable to the Rancho Cucamonga Public Library Foundation, of all funds provided by corporations,organizations and individuals. • The Rancho Cucamonga Public Library Foundation will not accept any support that implies or requires endorsement of products. • Acknowledgements for corporate support may be limited to the company's name, logo or slogan that are an established part of the supporter's identity, trade name, address or telephone number. • Recognition of major corporate support will be developed in cooperation with the corporate donors and will be consistent with the level of support and the Rancho Cucamonga Public Library Foundation's mission and purposes.The Rancho Cucamonga Public Library Foundation will seek to develop recognition opportunities that are appropriate and meaningful for the supporting company,the Rancho Cucamonga Public Library Foundation and the City of Rancho Cucamonga. I of Item E3-3 • Both the City of Rancho Cucamonga and the Rancho Cucamonga Public Library Foundation's tangible and/or intangible intellectual assets, including its name, research and other work, will be protected at all times. Donors will not be permitted to use the Rancho Cucamonga Public Library Foundation's name or other items for commercial purposes or in connection with the promotion of any product. • The Rancho Cucamonga Public Library Foundation Board and staff reserve the right to refuse any donation of cash or other real property,services, non-cash gifts or any other forms of support if such support is not in keeping with the above principles or for other reasons that the Rancho u Cucamonga Public Library Foundation r eems inappropriate. of Item E3-4 RANCHO Lei BY . mom . , Library Foundation Board Member Commitment Description Adopted:O6/04/18 Revised:05/06/2019 The mission of the Rancho Cucamonga Public Library Foundation is to support the Rancho Cucamonga Public Library's innovative programs and services. We believe the Library is the cornerstone of lifelong learning throughout our community and region by transforming knowledge, imagination and discovery. The LiranLGAy ' ibraHq4oundation is led by a Board of As a 501(c)(3)organization,we support the work of the City's Library,through fundraising for major projects, programs and services; raising awareness and support of our Library system;and advocating at the local, state and national levels. The Role of the Board of Directors _--la-Ensure fiscal and legal responsibility of the Foundation and help raise resources to suement core ILibra ervism. 1. 22 2" ' 44n, Establish and oversee our mission and keep it relevant to the needs of our community. 3, AProvide strategic guidance to the Foundation:, 44�Serve as an ambassador/spokesperson for the Foundation in the community. 5, -Ensure continuous imtarovement.t LBoard " activities and fulfillment of established 9as pRfi Jg and rocedures. Board Member Responsibilities As a Foundation Board Member,, I commit to: A. Attendance:Attending Board meetings and Foundation events. Board meetings are held on the first Monday of the month from 6-7:30 p.m.As needed,the Board occasionally holds a retreat/planning session and 3-4 special events each year. ed i- B. Fundraising, Participating in fundraising.Fundraising may include prospect research, making thank you call, meeting with donors, and/or serving on a fund development committee and promoting special events.All Board Members are expected to make an annual contribution. In addition, I will make a good faith effort to raise as much money as I can for the Library Foundation. C. Committees: Participating on at least one standing or ad hoc committee. Standing committees: ® Executive, Finance, Board Develop ment,,Fundraisin and arketin .Ad-hoc committees are created as needed and dissolved upon completion of the project. D. Commitment to Rancho Cucamonga Public LibraryC L : learning about RCPL and its operations so that!can be an effective advocate far the Library.As a leading advocacy voice and support system for the Library, it is essential that Board decisions reflect the Library's needs and goals,. Item E3-5 E. Participation: Understanding my roles and responsibilities and becoming sufficiently knowledgeable about the Library Foundation to make informed decisions. Members are expected to read the materials sent in advance of meetings and come to Board meetings prepared. Members are also expected to ask for clarification on any matters of confusion before making a decision. F. Speaking with one voice:Working towards those decisions and solutions that are in the Library Foundation's best interest.1 will listen respectfully to other Board Members and staff with an open mind and an objective perspective, and will support Board decisions. G. Confidentiality: Respecting the confidentiality of the Board's business. H. Conflict of interest:Acting In the best interest of the organization and excusing myself from discussions, decisions and votes where 1 have a conflict of interest. I. Terms and Board Positions:Serving on the Foundation Board is for a four-year term.There are no term limits for this uncompensated,volunteer position.The Foundation has a President,Vice President-and,Secretary and Treasurer. Library Foundation Responsibilities In turn,the Library Foundation will be responsible to me in several ways: 1. 1 will receive monthly financial reports and an update of organizational activities that allow me to meet the"prudent person"section of the law. Z. Information and opportunities will be offered to me to participate in the Library's programsy nd activities;additionally, I may request such opportunities. 3. Board members and staff will respond in a straightforward fashion to questions I have that I feel are necessary to carry out my fiscal, legal and moral responsibilities to the Library Foundation. Fellow Board members and staff will work in good faith with me towards achievement of our goals. 4. The Rancho Cucamonga Public Library Administration will assist in the development of goals, activities and projects of the Rancho Cucamonga Public Library Foundation by presenting unfunded wish lists and helping to lead brainstorming sessions to identify appropriate projects. S. If the Library Foundation does not fulfill its commitments to me, I may call on the Board President and/or staff to discuss these responsibilities and any concerns I may have. 6. The Library Foundation will carry Directors'and Officers' liability insurance. As a Foundation Board member,I understand I am r fiscally and legally responsible as defined in Article S of the Foundation BylaA&along with other Board members,to the Library Foundation.I accept the Foundation Bylaws and Articles of Incorporation (Attachment and will be morally responsible for the health and well-being of the Library Foundation. If I am not able to meet my obligations as a Foundation Board member, I will offer my written resignation to the Foundation Board President or Library Director. Print Name—Board Member Signature—Board Member Date Print Name—Board President Signature—Board President Date Item E3-6 Foundation Transition checklist - Select banking Institution ]uli Noeli 'David, Kee a ts nwith Union Bank _--_ - Transition checking and sayingSISeLunts ]aIle Noelia David Recommend two atur on a checkCrm - S nature a :Presiden VP_ Secre and UbraN Director - lune 30 2019 - }aIle workinn with San Select Interim contracted Boo r-Board a_-roval - Julie - _ June 3-2019 lune" w em Be_ - Determine who vdll be our Treasurer to wo[KvAh our contracted Bookk- r Determine aamunt minimums and ngfffrom LAIF ]aIle-what ks[arrant#7 June 3 19 Arra for amuntcutover date andtransfer -orrr rh1v acrount - Ile-- -- June 30 2019 Tulle work[ wkh sand i -_ - Checks _- Julle,Noelia David m - --- - - - - Endorsement stem ]uiie flcella-Dank€ 1 lune 3-201_ 9 Julie asking d If we can have_theirs � 0� - - - Julie,-Noel David lune 3 2019_ _]aIle asks d If we canhave theirs Ba s for de ts lull fVoeha 0 id - Jurre 3 2019 F Credit card - _- Julie,Noelia-bavid Julie - - I - ht of card with San an card Tim Jul 1 _ 19 -_-- Jul-1 2019 Oeteminefraudu�ntadi man i mo n Tim DI ital devices for int donations Tim - _Odpbar 7 2019 A _ nline I to a--_ nts - - ---- Tim lu 1 2019 Who wet t@nj1e Oglt limit? Tim leted - - Who will be the k_ee r of ? Tim - CDm d 3n Ubro Obi OfteC - - for card when IeaGin er" _ ]aIle July 1 2019 E Our current gedit card pMptM Is Elavon ------------ S - Pa P I ur - --_ - - - - rensition from Treasurer - Jule lennifar P Tim- 1 2019 LAIF account __ up—dabe resolution for ers -- Julie Ju 1 2019RqgMW - - - ability far online transfers -- ___- -_--- _ Julie -------- ---_ --- _ July 1 2019 - Si-nature de VP secreta and fibra Director --- Tim 1 2019 -- -- - --- Candud acrount-transfers - - Tim July 1 - --- - Jul 1 2019 p II down ua irnestment n 5 Tim Pull down monthly statements - - Tim ju!j 1.2019 --- -- Treasurer duties Tim aril l 2019---- ElW Treasurer and define transition rot LrMtjon Su mmlttee CO MLEW - --- - -- -- u - Create 1-2019 min T. urer's -._:.� _ Tim - - - -- lJaislon with to nkl ( nt activit{es Tim ]u 1 2019 Create month) Library buduet re - -- - Tim July 1 >, Item E5-1 Foundation Transition Checklist Investments Int an Inv�iments Subcommittee _ Board of Directors -. Draft Investment Polig sltlon Subcommittee Se tuber 2019 Meetl Adoptwritten,investment li dsetrment Board of Directors Odober 7 2019 ----. __. - ----. --_-. Confer with trrokers to discuss o tions -_ int Subcommittee- - Select Investment advisor Board of Directors - - Finandal Review F Work with Treasurer.bookkee and externa'%—J-7 ITim June 1 2020 -- N --Taxes -- __-- -_ Tlm - - - ]ulie']ennifer P Inv ate Contlnue works with Lance I Lun-hard LSL`to file annual taxes A - - Need rate agreement with them? - - - _ Ilet]ennlfer P In in ' ate -- Budget_____ - - C FY lndar recommendation:Jul 1 to June 30 ITtanadon C4mmittee OpmPlew E t>eve mate foi o rases - - - - - - Trann Comml _ June 3 2019 S - Devela draft et for Board ado - TranrJUon Cornm June 2019 --- -- - Spard discuss and vote Tran n Committee June 3 2019 Insurance Board Insurance Teresa _ General Uabll!y Insurance T� - - - - - - - -- ust 5 2014 19psew existln k and make reconvrren a'on for Board al T - -- Get merchant IDs 2 total - - Julie,N lla David American Exoress I All other credit card vendors I - - --- Sacretaty Bed SecretiuX - --_-. --.-- - Laurel - - Camola - - -- - - - - July 1 2019 Transitlon a end and minutes related urel lyeeeutive-Bireetx - P Net fleeded- - - - at EBeneft - R - - S - - - N Fund Development Coordi - N g2LUnue fundin 22.596(burdened write Into MOU with Oty - -- --- _ Define Ion •term role and make reconarnendation to Board ndraisl, Subcom __9e i 2020 E ---- -___. ---- - --- __. -. - _ Fundraisln Plan -- - - ----- - --- _ --- _ - Furralsi ubcomm L 1--rvices - - -- --- Rpeterr�n�who to use for re on Thom Rice(Pro Bono Draft Letter of agMMnt Transition SuboDmmittee September 2019 Meetin Rehr hourly,rather than miner contr - Item E5-2 Foundation Transition Checklist Revise aws R Trans n Subcort�mittee - t submm Com le G �� m Tratimt Smmittee _ �Oto draft docue t Foun n Board discu55lon and vote Transition SubcommR Ma 6 19 _ _ �V Eliminate all Brown Act In B aws rnsitlon Su - ittee-_� -. B and a ntment ro 5 2019 R�' - Itrnents Heidi dna Jennl H N _ \l - Milgir reviewnt su mRtee T sYdon Su n ttee Co N — Tran `bmmmlttee ] ne 3 2019 Present all channes fo hardssion and vo --- - _ Transitiontx�rsmittee A u 5 2019 Eo R Cam- d Rersemen of_ Policy _-- - - - 0 _ Resolution =C 'Council _ ,_ Jui 'Jiro Markman ane 19 2019 M rkman revIewina Work with s[ Al team and add to M Council enda B - -- - - - - M U with CI - Tratlon ittee on d ft - - - - Ti Da' Pam A nt subcommittee — - _ --- —- - Transition SutxommRtee+Tim, x Develop list of requests/present to board May 6,2019 & Meet w with list - _ ulie Pam a 15 24 P� June 2D19 Review aril a s draft docu t — - TDI I's June 2019 _ O - Julie L undlado tion I - Strat"kiLong-rwItge Planning IW C Hold S it;Plannin wrrksho tete _ March i - Presert SP re Board in dudl Min temerH and _ Noeila Ruth - - cords R tion edule Julie mbar rk's Office and Sa In l mance - mber Mee'n - - Identh sMaefor rrds _ Mark Un - - _ Ruth Je nlfer H -_ Me g 019 and Tina an Davi relo -- etl t - _-_-_ -- C�nmi to de rmine _- Ma Plan inciudl w bsde al la and rel sr3s aced Tina and - - Ind Tina and vid Comm ee to detumine Brandin- _ --- Com todettermine - _ - - - ---- - Tina and Da - Webahae - _ - Coanmittee to rmine C to an I ndentlhosted web a Jennifer H _ -- - _ -- - - Ru Jennifer H Corm d ine -- - 0 U ate a bins arcl - _ -- -- Ruth nrdfer H Comm_ to d€tennine N - - Ensure"Make a- n"button is fe red ine _ - Social dia Platform - th Jenn r H - - Comms to determine; p Committee tD de rrnine C In ram Jennifer H -- - Cloud bra erIt �determin -- - -- - - -- - - Ruth Jennif Online of nonconfid ntial d ital - - Phone numbs - _ - Au ust 5 2019 S _ le number? - - - - .RuthJennifer H Email address - - Obtain n email Is - Ruth hnnifer H -_ - - oqeted failin ad _ Use Biano Libra Admin Umc m Item E5-3 Foundation Transition Checklist Davi- ]u 1 201 Teresa month rent menta Teresa David Jul 1 2019 Mona e renter related i uiries Jul 1 2019 Secure n renterwhen vacant Teresa David -- Liaison with the rental office Teresa,David Jul 1 241 _ _ Clan n nslbiHty flnsurance Ilahiiity,renters contract) Teresa David 71 1.21114 Board training qMrtunides " Join association ALand CLA-_ ly - an eMa Servina With a P -e Conference - Secreta - 0 Donor management software _ _ Determine Raiser a sub tlon erei date Ile ---- - Ma LAn- !Review notential packM Tem and Dianna TBD Dema for full gord Teresa and D-nna TBD vL _ Select and purchaSe Egftware sa T raand Dianna TBD User inl Teresa and Dianna TBD - Who will be our" t3rson"for all last activities? Teresa and Dianna D IMai nanoe of the databaseerg an Dlan _ - TOD - - O - 1lffice su lies _ As Needed OWN Deva I�of need su fl �u Purchase i€ --_ --. _. _ AsN ed - _- - As N - - Arrange for storace of lies - - IMF Noelia Gat business license Jul 12019 Julie to Inv to Charitable Trust R istration - - S�ti -- - rm - - \\ Determine fill date ]aIle to check with Jennifer - Item E5-4