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HomeMy WebLinkAbout01/05/14 (Agn) Lib Fnd Board b LIBRARY FOUNDATION BOARD AGENDA CITY OF RANCHO CUCAMONGA ADJOURNED MEETING 6:00 p.m. May 14, 2001 Tri-Communities Room City of Rancho Cucamonga 10500 Civic Center Drive Rancho Cucamonga, California 91730 City Councilmembers William J. Alexander, Mayor Diane Williams, Mayor Pro Tem Paul Biane, Councilmember Grace Curatalo, Councilmember Bob Dutton, Councilmember r++ Foundation Boardmembers Paula Pachon, President Patricia Beasley, Secretary Donna Bradshaw, Boardmember Rebecca Davies, Boardmember Gino Filippi, Boardmember Ron Stark, Boardmember Anne Viricel, Boardmember Amy Warshaw, Boardmember Paul Williams, Boardmember DECLARATION OF POSTING OF AGENDA VIVIAN GARCIA states and declares as follows: I presently am, and at all times mentioned herein have been, the Administrative Secretary of theLibraryof Rancho Cucamo/ngga.� Acting in that capacity, on 0'��l� !//�, ao�� at /yam I posted a true and correct copy of the meeting agenda dated L6 / " a 6Oj at 10500 Civic Center Drive, Rancho Cucamonga. I declare under penalty of perjury that the foregoing is true and correct and that this declaration was executed on �r/0at Rancho Cucamonga. DEBORAH KAYE CLARK, LIBRARY MANAGER City of Rancho Cucamonga B Y: (/ (' JLGt z ti24 G Vivian Garcia, -Administrative Secretary City of Rancho Cucamonga Rancho Cucamonga Public Library Page I ,r Y� Library Foundation Board Agenda Adjourned Meeting, May 14,2001 A. CALL TO ORDER L Roll Call: Pachon , Beasley , Bradshaw , Davies . Filippi , Stark Viricel , Warshaw and Williams B. CONSENT CALENDAR The following Consent Calendar items are expected to be routine and non- controversial. They will be acted upon by the Library Foundation Board at one time without discussion. Any item may be removed by a Boardmember or member of the audience for discussion. 1. Approval of Minutes: January 8, February 12, March 12 and April 9,2001. 1 C. LIBRARY DIRECTOR'S STAFF REPORTS The following items do not legally require any public testimony, although the President may open the meeting for public input. 1. National Library Week events: oral update 2. Trivia Challenge Weekend: oral update and staffs evaluation of the event. D. BOARD BUSINESS The following items have been requested by the Library Foundation Board for discussion. They are not public hearing items, although the President may open the meeting for public input. 1. Donor Wall Update a) Staff will review proposals for protecting the Donor Wall from scratches, mars or vandalism. 2. Attendance at Board Meetings. Report attached and presented by Library Director, 11 Deborah Kaye Clark. 3. Status of"Bucks for Books" campaign. 4. Telethon 2002: Approval of proposed dates for the event, March 22,23 and 201. E. IDENTIFICATION OF ITEMS FOR NEXT MEETING This is the time for the Library Foundation Board to identify the items they wish to discuss at the next meeting. These items will not be discussed at this meeting, only identified for the next meeting. Rancho Cucamonga Public Library Page 2 Library Foundation Board Agenda A Adjourned Meeting, May 14,2001 F. COMMUNICATIONS FROM THE PUBLIC This is the time and place for the general public to address the Library Foundation Board. State law prohibits the Board from addressing any issue not previously included on the Agenda. G. ADJOURNMENT I, Vivian Garcia, Library Administrative Secretary of the City of Rancho Cucamonga, hereby certify that a true, accurate copy of the foregoing agenda was posted on Friday, May 11, 2001, 6:00 pm, seventy-two (72) hours prior to the meeting per Government Code 54953 at 10500 Civic Center Drive. r� R A N C H O C U C A M O N G A IDuniuic L115RARv Staff Report DATE: May 14, 2001 TO: President and Members of the Library Foundation Board FROM: Deborah Kaye Clark, Library Director SUBJECT: APPROVAL OF MINUTES RECOMMENDATION Approval of the Minutes of January 8, February 12, March 12, and April 9, 2001. BACKGROUND/ANALYSIS Attached, please find the minutes for the Regular Meeting of the Library Foundation Board listed above, taken and compiled by Library Administrative Secretary, Vivian Garcia. FISCAL IMPACT None. e pectfully submitted, Deborah Kaye*a rka Library Director CITY OF RANCHO CUCAMONGA RANCHO CUCAMONGA PUBLIC LIBRARY FOUNDATION BOARD Adjourned Meeting A. CALL TO ORDER An adjourned meeting of the Rancho Cucamonga Public Library Foundation Board was held on Monday,January 8,2001, in the Tri-Communities Room of the City of Rancho Cucamonga,located at 10500 Civic Center Drive, Rancho Cucamonga, California. The meeting was called to order at 6:03 p.m. Present were Boardmembers Bradshaw, Davies, Filippi, Pachon, Viricel and Williams. Deborah Clark, Library Director and Vivian Garcia, Administrative Secretary, were also present. B. CONSENT CALENDAR BI. Approval ofminutes: November 13, 2000 (Davies abstained). MOTION: Moved by Boardmember Williams to approve the minutes, seconded by Boardmember Bradshaw. Motion carried, 5-0-3-1 (with Beasley, Stark and Warshaw absent). C. LIBRARY DIRECTOR'S STAFF REPORTS Cl. Bookmobile Project: oral report by staff. Deborah Clark, Library Director gave an oral report about the bookmobile project. Boardmember Stark arrived at 6:08 p.m. D. BOARD BUSINESS Dl. Holiday Event at the Winery. a) Update on this event. Oral report by Boardmember Filippi and Library Director. Boardmember Filippi stated the Holiday event was a great success. Having the authors was a great idea. The food was delicious and there was a large attendance. Deborah Clark, Library Director stated that over $3,000 was received. Library Foundation Board Minutes January 8, 2001 Page 2 Suggestions were made to increase the $10 charge from attendees, to have more lighting for the parking area, and possibility of valet parking for next year. President Pachon suggested that we calendar the Holiday event for this coming November or December. Boardmember Filippi will check dates for the next meeting. D2. Donor Wall Update. a) Approval of modifications of design. Report by Library Director. Deborah Clark, Library Director, stated that a mock-up of the Donor Wall was made and hung at the Library. The size of the Donor Wall is good. However, the original design has a frame around the border of the design. This makes the Donor Wall look smaller. Staff has requested the designer to extend the bands of color and remove the frame. MOTION: Moved by Boardmember Williams to approve the change in the Donor Wall, seconded by Boardmember Filippi. Motion carried, 7-0-2 (with Beasley and Warshaw absent). b) Review of categories and levels of giving. Report available at the meeting. Deborah Clark, Library Director, went over the number of donors for the different values, $500, $1,000, $5,000 and $10,000 of the plaques for the Donor Wall. Deborah Clark, Library Director, asked the Board how they would like to handle in-kind donations given to the Library, such as gift certificates, etc. After discussion by the Board, staff will report on the numbers for in-kind donations made to the Library at the next meeting. D3. Miniature Golf Tournament Fundraiser. Oral report by staff. Deborah Clark, Library Director, went over a memo to the Board on basic information for a miniature golf tournament fundraiser. After discussion, President Pachon asked if anyone from the Board would like to chair a subcommittee for this type of event. No volunteers were forth coming and the idea was tabled. President Pachon asked staff to keep the information on file about the fundraiser for future reference. 3 Library Foundation Board Minutes January 8, 2001 Page 3 E. IDENTIFICATION OF ITEMS FOR NEXT MEETING El. National Library Week Events. E2. Donor Wall, In-kind Donations E3. Date for Holiday Event E4. Information on the Bookmobile Grant F COMMUNICATIONS FROM THE PUBLIC None received. G ADJOURNMENT MOTION: Moved by Boardmember Williams, seconded by Boardmember Bradshaw to adjourn to Monday, February 12 at 6 p.m. at City Hall, motion carried, 7-0-2 (with Beasley and Warshaw absent). The meeting adjourned at 6:55 p.m. Respectfully submitted, v6t1f.0 4c,'� Vivian Garcia Administrative Secretary Approved: Y CITY OF RANCHO CUCAMONGA RANCHO CUCAMONGA LIBRARY FOUNDATION BOARD Adjourned Meeting A. CALL TO ORDER An adjourned meeting of the Rancho Cucamonga Library Foundation Board was scheduled for Monday, February 12, 2001, at 6:00 p.m. in the Tri-communities Room at the City of Rancho Cucamonga, located at 10500 Civic Center Drive, Rancho Cucamonga, California. The meeting was canceled. Respectfully submitted, Vivian Garcia Administrative Secretary Approved: CITY OF RANCHO CUCAMONGA RANCHO CUCAMONGA PUBLIC LIBRARY FOUNDA'T'ION BOARD Special Meeting A. CALL TO ORDER A special meeting of the Rancho Cucamonga Public Library Foundation Board was held on Monday, March 12, 2001, in the Tri-Communities Room of the City of Rancho Cucamonga, located at 10500 Civic Center Drive, Rancho Cucamonga, California. The meeting was called to order at 6:05 p.m. Present were Boardmembers Davies, Pachon, Viricel and Williams. Due to the lack of quorum, the following items were discussed with no action taken. Deborah (lark, Library Director, Renee "Tobin, Senior Librarian, Jason Daly, Bookmobile Coordinator and Vivian Garcia, Administrative Secretary, were also present. B. CONSENT CALENDAR B I. Approval of minutes: January 8 and February 12, 2001. President Pachon asked for this item to return to the next meeting. C. LIBRARY DIRECTOR'S STAFF REPORTS Cl. National Library Week events a) April 7, Cyber Space Class b) April 14, Children's Program:Puppet Show c) April 20 & 21, Adult and Junior Trivia Challenges d) April 27, Foundation reception, Donor Wall Dedication Volunteers are needed to help plan and decorate for this event. Deborah Clark, Library Director, reviewed the events with the Foundation Board. Deborah Clark, Library Director, stated that April 18"'there will be a dedication in memory of Helen Kilmurray at the City Council meeting. Also,on April 28,Susie the Clown will be performing in the children's department at the Library. Volunteers were requested to help with the reception on Friday night, April 27 at 7 p.m. Library Foundation Board Minutes March 12, 2001 Page 2 Boardmembers Davies, Pachon and Viricel volunteered. D. BOARD BUSINESS D1. Donor Wall Update a) Review of categories and levels of giving. Report available at the meeting. Deborah Clark, Library Director, went over the two proposals for the categories of the donor wall. After discussion,the Foundation Board selected Proposal 2,including the following categories: 500, 1,000, 2,500, 5,000 and 10;000. D2. Notification of Leave of Absence for Boardmember Ron Stark. Deborah Clark, Library Director, stated that Boardmember Stark had requested a Leave of Absence for the next few months due to his work. The Foundation Board accepted Boardmember Stark's request. E. IDENTIFICATION OF ITEMS FOR NEXT MEETING E1. List of in-kind donations to the Telethon. E2. Library Month Activities. E3. Retention of Foundation Boardmembers. F COMMUNICATIONS FROM THE PUBLIC None received. 7 Library Foundation Board Minutes March 12, 2001 Page 3 G ADJOURNMENT The Library Foundation Board advised staff of meeting next on Monday, April 9 at 6 p.m. at City Hall. The meeting adjourned at 6:56 p.m. Respectfully submitted, Vivian Garcia Administrative Secretary Approved: g CITY OF RANCHO CUCAMONGA RANCHO CUCAMONGA PUBLIC LIBRARY FOUNDATION BOARD Special Meeting A. CALL TO ORDER A special meeting of the Rancho Cucamonga Public Library Foundation Board was held on Monday, April 9, 2001, in the Rains Room of the City of Rancho Cucamonga, located at 10500 Civic Center Drive, Rancho Cucamonga, California. The meeting was called to order at 6:15 p.m. Present were Boardmembers Bradshaw, Filippi, Pachon, Viricel and Williams. Deborah Clark, Library Director and Vivian Garcia, Administrative Secretary, were also present. B. CONSENT CALENDAR BI. Approval of minutes: January 8, February 12 and March 12, 2001. President Pachon asked for this item to return to the next meeting. C. LIBRARY DIRECTOR'S STAFF REPORTS Cl. National Library Week events a) April 7, Cyber Space Class b) April 14, Children's Program:Puppet Show c) April 20 & 21, Adult and Junior Trivia Challenges d) April 28, Children's Program: Grandma Susie Clown Deborah Clark, Library Director, reviewed the events with the Foundation Board. She stated that on April 18°i there will be a dedication in memory of Helen Kilmurray at the City Council meeting. D. BOARD BUSINESS D1. Donor Wall Update a) Approval of staffs recommendation to recognize all in-kind donations at 50 percent of their assessed value for purposes of donor wall recognition. Report attached. l Library Foundation Board Minutes April 9, 2001 Page 2 Deborah Clark, Library Director,went over the recommendation with the Library Foundation Board. MOTION: Moved by Boardmember Williams to approve to recognize all in-kind donations at 50 percent of their assessed value for the donor wall recognition, seconded by Boardmember Filippi. Motion carried, 5-0-4 (with Beasley, Davies, Stark and Warshaw absent). D2. "Bucks for Books" campaign: oral report on status. Deborah Clark, Library Director, stated that over $10,600 had been received so far and donations were continuing to come in. 133. April 27 Event: Dedication of Donor Wall; Launching of Kidsmobile. Oral report on status. Deborah Clark,Library Director,reviewed the event with the Library Foundation Board,reminding them that the event begins at 7 p.m. with the Donor Wall Dedication. E. IDENTIFICATION OF ITEMS FOR NEXT MEETING El. Budget E2. Retention of Foundation Boardmembers. F. COMMUNICATIONS FROM THE PUBLIC None received. G. ADJOURNMENT MOTION: Moved by Boardmember Williams, seconded by Boardmember Filippi to adjourn to Monday, May 14 at 6 p.m. at City Hall, motion carried, 5-0-4 (with Beasley, Davies, Stark and Warshaw absent). The meeting adjourned at 6:30 p.m. Respectfully su mitted, 1 G,nG-� a.�uQ' Vivian Garcia Administrative Secretary Approved: /G R A N C H O C U C A M O N G A PUBLIC LI B R A R Y Staff Report DATE: May 14, 2001 TO: President and Members of the Library Foundation Board FROM: Deborah Kaye Clark, Library Director SUBJECT: Board Member attendance RECOMMENDATION: That Library Foundation members review the attendance of members over the past fiscal year and request the Library Director to take whatever action the Board deem the most appropriate. BACKGROUND: Attached is the overall attendance of Board Members since the inception in 1996 and an overview of current Board Members attendance over the past fiscal year. Also included is a list of appointees and the expiration of their term of service. Finally, the Bylaws of the Library Foundation are included, outlining the powers of the Board in the matter of attendance. FISCAL IMPACT: None. SincereIy, n tHaL Deborah Kaye k Library Director �I ATTENDANCE BY BOARD MEMBER FOR FISCAL YEAR 2000/2001 Beasley, Patricia No. of Meetings this Fiscal Year: 7 Absent: 6 Davies, Rebecca No. of Meetings this Fiscal.Year: 7 Absent: 2 Filippi, Gino No. of Meetings this Fiscal Year: 7 Absent: 2 Pachon, Paula No. of Meetings this Fiscal Year: 7 Absent: 0 Stark, Ron No. of Meetings this Fiscal Year: 7 Absent: 4 Viricel, Anne No. of Meetings this Fiscal Year: 7 Absent: 0 Warshaw, Amy No. of Meetings this Fiscal Year: 7 Absent: 4 Williams, Paul No. of Meetings this Fiscal Year: 7 Absent: 0 Library Foundation Board Meeting Date Absent November 6, 1996 Morrison December 9 Morrison and Schmidt January 13, 1997 Barnett and Schmidt February 10 Beasley March 10 Morrison June 9 Morrison July 3 Barnett October 20 Morrison, Pachon and Valenti November 10 Beasley, Morrison and Valenti January 12, 1998 Barnett and Morrison March 17 Barnett and Pachon July 13 Beasley, Brown and Valenti September 14 Brown, Davies and Morrison October 14 Brown November 16 Beasley, Barnett, Morrison and Valenti January 11, 1999 Barnett and Morrison February 8 0 March 1 Beasley, Barnett and Brown May 11 Brown and Morrison September 13 0 October 1 1 Davies and Morrison November 8 Morrison January 24, 2000 Beasley, Stark and Warshaw February 7 Morrison February 28 Beasley, Stark and Williams March 6 Beasley, Davies and Morrison March 13 Morrison, Stark and Williams March 20 Beasley and Morrison August 14 Stark September 11 0 October 16 Filippi and Stark November 13 Beasley, Davies and Warshaw January 8, 2001 Beasley and Warshaw March 12, 2001 Beasley, Bradshaw, Filippi, Stark and Warshaw. April 9, 2001 Beasley, Bradshaw, Davies, Stark, Warshaw �3 CIT'':0FRNCHOCUCNN6A ID : 9094772846 NAY 10101 0 : 95 N0 . 001 F -111 COMMISSIONS CITY OF RANCHO CUCAMONGA As of August 30, 2000 LIBRARY BOARD OF TRUSTEES Donna Bradshaw, 13908 Annandale Lane, 91739 899-0935(H) 08-04-99 to 05-30-02 Ravenel Wimberly, 13605 Jeremy CL, 91739 899.1300(H) 08-03-00 to 06-30.03 (818) 354-4869 (0) Robert Howdyshell, 11210 Reflection Dr, 91737(Pres) 941-8612 (H) 05-30-00 to 06-30-03 955-4936 (0) 955.4948 (Fax) Edward Swistock, 6759 Vanderbilt PI., 91701 944-5287 (H) 07-01-98 to 06-30-01 483-2272 (0) 463-2291 (Fax) Joyce Womack, 5366 Evening Canyon Way, 91737 980-76_46 (H) 08-04-99 to 06-30-02 48d�-SDT0-0) LIBRARY FOUNDATION Patricia Beasley, 14090 Crescenta Way, 91739 (Sec) 899-0198 (H) 08-04-99 to 06-30-02 Rebecca Davies, 6239 Archibald Ave., 91737-3570 989-4765 (H) 09-11-00 to 06-30-03 989-3714 (0) Gino Filippi, 970 Terrace Dr., Upland 91784 981-3322 (H) 08-14-00 to 06-30-03 386-8917 (0) Paula Pachon, 11248 Terra Vista Pkwy#84, 91730(Pres) 945-0036(H) 09-17.97 to 06-30-01 477-276D(0) Amy Warshaw, 12346 Daisy Ct, 91739 899-2131 (H) 08-04.99 to 06-30-02 357-5888(0) Ron Stark, 5830 Emerald St., 91701 476-7470 (H) 11-03-99 to 06-30-02 989-4060 (0) Anne Viricel, 10133 Shinon Dr., 91737 945-5551 (H) 09-11-00 to 06-30-03 386-8917 (0) Paul Williams, 7251 Amethyst St, 91701 980-5336(H) "Serves as Member of the Friends of the R.G. Public Library Donna Bradshaw, 139DB Annadale Lane, 91739 899-0935 (H) 'Serves as Library Board of Trustees liaison to the Library Foundation 05-10-01 12 : 25 RECEIVED FROM :9094772846 P . 01 BYLAWS OF THE RANCHO CUCAMONGA PUBLIC LIBRARY FOUNDATION ARTICLE I - NAME AND ADDRESS Section 1. The name of this association shall be the Rancho Cucamonga Public Library Foundation, hereinafter referred to as the "Foundation'. Section 2: The address of the principal executive office of the Foundation shall be located at Rancho Cucamonga Public Library, 7368 Archibald, Rancho Cucamonga, California, or at such other place as the Board of Directors hereafter may designate. ARTICLE II - PURPOSES AND LIMITATIONS Section 1. The purpose of the Foundation is to establish a permanent endowment fund to assist the government of the City of Rancho Cucamonga through the Rancho Cucamonga Public Library, hereinafter referred to as the "library", in improving the quality of library services to the citizens of the City of Rancho Cucamonga. Section 2. The Foundation is organized, and at all times shall be operated, exclusively for the benefit of, to perform the function of, and to carry out the purposes of, the Library, within the meaning of 509(a) (3) (A) of the Internal Revenue Code of 1954, as amended, the Regulations thereunder, and the corresponding provision of any applicable future United States Internal Revenue Law and Regulations, such Code and Regulations hereinafter collectively referred to as the "Code". Section 3. In carrying out such propose, the Foundation shall not, in any manner, be utilized to discharge the obligation of the City of Rancho Cucamonga, hereinafter to be referred to as the "City", to bear the expenses of financing the routine operation, maintenance or repair of the Library. The support, promotion and advancement of the Library afforded by this Foundation is in addition to, and supplementary to, any budgeting program sponsored by the City, and the use of this Foundation in the routine operation, maintenance or repair of the Library shall be a violation of the purposes herein expressed. If the Board of Directors is of the opinion that the City causes the terms of the Foundation to be violated by causing income of the Foundation to be used for routine operation, maintenance or repair of the Library, then the Board of Directors may direct that the income be used for the benefit of library organizations that are not under the jurisdiction of the City. These organizations must be charitable organizations under Section 501(c)(3) of the Code and must be consistent with the purpose of the Foundation. ARTICLE III - MEETINGS Section 1. All meetings, regular and special shall be notified, posted and conducted in every way consistent with the requirements set forth in the Brown Act. Section 2. The Board of Directors of the Foundation shall hold an annual meeting in the month of June at such time and place designated by the Board. /S Section 3. Adoption of a budget for the upcoming fiscal year shall occur at the annual meeting. Section 4. Special meetings may be called at any time by a majority of the Board. Written notice, stating the time and place of any special meeting and its purpose shall be given to each member of the Board at least four days before such meeting. Section 5. A majority of the Board constitutes a quorum. ARTICLE IV - MEMBERSHIP AND SHARES Section 1. The corporation shall have no membership. Section 2. The corporation shall not have or issue shares of stock and shall declare no dividends. Section 3. No part of the Foundation shall inure to the benefit of any private individual, and no part of the direct or indirect activities of this Foundation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, or of participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office. Notwithstanding any other provision hereof, this Foundation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501 (c) (3) of the Code or by an organization contributions to which are deductible under Section 170 (c) (2) of such Code. ARTICLE V - BOARD OF DIRECTORS Section 1. The total number constituting the Board of Directors shall be nine (9). Section 2. The Library Director shall serve as an ex officio member of the Board. Section 3. One (1) member of the Board of Directors shall be the elected President of the Library Board of Trustees or his/her designee from the Library Board of Trustees. Section 4. One (1) member of the Board of Directors shall be filled by a member of the Friends of the Rancho Cucamonga Public Library, appointed by the President of that organization. Section 5. Seven (7) members of the Board of Directors shall be filled by individuals through an application and selection process and must be approved by the Library Board of Trustees and appointed by the City Council. Section 6. The terms shall be four(4) years. Directors may be reappointed for an additional four year term, after which they may not be reappointed until an intervening one year period. All vacancies occurring because of the expiration of terms or for other reasons will be filled by the appointing body. Section 7. The members of the first board appointed shall so classify themselves by lot that two of their number shall go out of office at the end of the current fiscal year, three at the end of one year thereafter, two at the end of two years thereafter, and two at the end of three years thereafter. Section 8. Directors missing three consecutive meetings, without good cause, may be replaced by a majority vote of the remaining Directors on the Board and the appointing body asked to appoint a new candidate to the Board. Any Director of the Library Foundation may be removed at any time by a majority vote of the entire council. Section 9. All terms as prescribed in this Article shall commence with the organizational meeting of the Board of Directors and shall expire at the date of the annual meeting in June. Section 10. Any change in the number and qualifications of members of the Board of Directors shall be made only by amendment to these Bylaws. ARTICLE VI - OFFICERS Section 1. The Board shall elect a President and a Secretary at the annual meeting. Their terms of office are one year. Section 2. Officers may be removed from office for cause by a majority of the Foundation Board at any meeting. Section 3. The President shall preside at all meetings of the Board and have responsibility for general supervision of its activities. Section 4. The President, with assistance from the Library Director and the Investment Trustee; shall present a budget for approval of the Board at the annual meeting. Section 5. Disbursement of money in excess of$500, unless specifically budgeted at the annual meeting, requires the signature of either the President or the Secretary. Section 6. The Secretary shall give notice to all members and shall maintain a permanent set of minutes to all meetings and shall preside at meetings in the absence of the President. ARTICLE VII - POWERS Section 1. The decisions and acts of a majority of the members of the Board of Directors qualified and serving shall constitute an exercise of the Foundation powers and /7 discretions conferred upon the Board of Directors and the decisions and acts of such majority of the Board of Directors shall constitute and be taken as the decisions and acts of the entire Board of Directors. Section 2. The Board of Directors may adopt rules of procedures which shall not be inconsistent with the terms of this Foundation. Section 3. A simple majority of the Board may amend the Bylaws at any meeting. However, no such amendment or modification shall alter the intention of the Donors that this Foundation be operated exclusively for charitable, literary and educational purposes, and in a manner which shall make this Foundation tax exempt and the donations to it deductible from taxable income to the extent allowed by the provisions of the Code and other applicable legislation and regulations as they now exist or as they may hereafter be amended. Every amendment or modification of these bylaws shall be in writing, shall be signed by a majority of the Board of Directors then serving and shall be delivered to each of the members of the Board then in office and to the Investment Trustee then in office. ARTICLE VIII - COMPENSATION AND EXPENSES Section 1. The Board of Directors shall serve without compensation. ARTICLE IX - INVESTMENT TRUSTEE Section 1. The Finance Director of the City of Rancho Cucamonga shall serve as the Investment Trustee for the Foundation. He/she shall have the powers and authority set out in Section 2. Section 2. The powers of the Investment Trustee shall be limited to investment of the Foundation property and shall have the following discretionary powers: (a) To hold the principal and all money or property given to the Trustee to invest and reinvest, unless the deed or legacy of a particular gift or gifts specifically authorizes or requires its retention and/or use for a specific project. (b) To invest and reinvest the principal and undistributed income of the Foundation funds on deposit with the Trustee in such property, real, personal or mixed and in such manner as it shall deem proper for the growth of capital and the production of income, and from time to time to change investments as he/she shall deem advisable; to invest in or retain any stocks, shares, bonds, notes, obligations, or personal or real property bonds, notes, obligations, or personal or real property (including without limitation any interest in or obligations of any corporation, association, business trust, investment trust, common trust fund or investment company) although some or all of the property so acquired or retained is of a kind or size which but for this express authority would not be considered proper and although all of the Foundation funds are invested in the securities of one company. No principal or income, however, shall be loaned, directly or indirectly, to the hlvestment Trustee or any member of the Board or to anyone else, corporate or otherwise, who has at any time made a contribution to this Foundation, nor to anyone except on the basis of an adequate interest charge and with adequate security. (c) To sell, lease, or exchange any personal, mixed, or real property, at public auction or by private contact, for such consideration and on such terms as to credit or otherwise, an to make such contracts and enter into such undertakings relating to the Foundation property, as it considers advisable, whether or not such leases or contracts may extend beyond the duration of the Foundation. (d) To borrow money for such periods, at such rates of interest, and upon such terms as it considers advisable, and as security for such loans to mortgage or pledge any real or personal property with or without power of sale; to acquire or hold any real or personal property, subject to any mortgage or hold any real or personal property, subject to any mortgage or pledge on or of property acquired or held by this Foundation. (e) To execute and deliver deeds, assignments, transfers, mortgages, pledges, leases, covenants, contracts, promissory notes, releases, and other instruments, sealed or unsealed, incident to any transaction in which it engages. (f) To vote, to give proxies, to participate in the reorganization, merger or consolidation of any concern or in the reorganization, merger or consolidation of any concern or in the sale, lease, disposition, or distribution of its assets; to join with other security holders in acting through a committee, depositary, voting trustees, or otherwise and in this connection to delegate authority to such committee, depositary, or trustees and to deposit securities with them or transfer securities to them; to pay assessments levied on securities or to exercise subscription rights in respect of securities. (g) To hold Foundation property without indication of fiduciary capacity but only in the name of a registered nominee, provided the Foundation property is at all times identified as such on the books of the Foundation fund; to keep any or all of the Foundation property or funds in any place or places in the United States of America. ARTICLE X - ACCOUNTING Section 1. The Investment Trustee shall render an accounting of the investment transactions concerning the Foundation to the Board of Directors at least annually. No person or entity other than the Board of Directors may require an accounting or bring any action against the Investment Trustees with respect to the Foundation. The Investment Trustee may at any time initiate legal action or proceedings for the settlement of its accounts and, except as otherwise required by law, the only necessary party defendant to such action or proceedings shall be the Board of Directors. Section 2. The fiscal year of the Foundation shall be from July 1 through June 30th. Section 3. The Board of Directors shall make a report annually of its uses of the Foundation and shall distribute copies thereof to all members at the regular annual meeting held /q in .lune. ARTICLE XI - LIABILITY OF TRUSTEES/DIRECTORS Section 1. No Investment Trustee or member of the Board of Directors shall be answerable for loss in investments made in good faith. No Investment Trustee or member of the Board of Directors shall be liable for the acts or omissions of any other member of the Board, or of any accountant, agent, counsel or custodian selected with reasonable care. Each Investment Trustee or member of the Board shall be fully protected in acting upon any instrument, certificate, or paper, believed by him/her to be genuine and to be signed or presented by the proper person or persons and no Investment Trustee or member of the Board shall be under any duty to make any investigation or inquiry as to any statement contained in any such writing but may accept the same as conclusive evidence of the truth and accuracy of the statement therein contained. ARTICLE XII - FOUNDATION Section 1. The Board of Directors may receive donations from the Donors or from any other source in cash or in other property acceptable to them. All donations so received shall be deposited with an Investment Trustee by the Board of Directors and thereafter held, managed, administered and disposed of by the Investment Trustee and the Board of Directors pursuant to the terms of the Agreement. The Board of Directors may accept donations which restrict their uses and purposes, provided such restrictions are within the uses and purposes set forth in Article II, and which limit the time, manner, amount, or other terms of distribution; but, unless otherwise specifically required, the Board of Directors may mingle such restricted donations with other assets of the Foundation. ARTICLE X111 - USE OF THE FOUNDATION Section 1. The Board of Directors shall have power to apply the Foundation for the purposes set forth in Article Il. In Furtherance thereof, the Board of Directors shall have the power and authority and is directed to distribute the distributable income of the Foundation as they may determine, to the uses and purposes set forth in Article 11. Section 2. Unless the restricted donation provides otherwise, as used in Section 1, "distributable income" means the total holdings of the Foundation, principle and interest, less $2,500 which will serve as the minimum holding of the Foundation. ARTICLE XIV - TERM OF FOUNDATION Section 1. The Foundation shall continue in perpetuity; it may however, at any time be wound up and the assets distributed with the assent of two-thirds of the Board of Directors, the Library Board of Trustees and the Rancho Cucamonga City Council. Upon any such winding up, the assets of this Foundation shall be distributed exclusively for such purpose or purposes, as are consistent with the purpose of the Foundation. 20 NOTICE OF ADJOURNED MEETING Notice is hereby given that the Rancho Cucamonga Library Foundation Board at their meeting held Monday, May 14,2001, adjourned said meeting to Monday,June 11,2001,at the hour of 6:00 p.m., in the Conference Room at Rancho Cucamonga Public Library, 7368 Archibald Avenue, Rancho Cucamonga, California. Said adjournment was passed by the following vote: AYES: Beasley, Bradshaw, Davies, Filippi, Pachon, Viricel and Williams NOES: None ABSEN"r: Stark and Warshaw ABSTAIN: None Vivian Garcia, Library Administrative Secretary Rancho Cucamonga Public Library May 15, 2001