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HomeMy WebLinkAbout03/01/21 (Joint Agn) Lib Fnd & Comm Fnd JOINT SPECIAL MEETING OF THE COMMUNITY FOUNDATION and o - LIBRARY FOUNDATION AGENDA CITY OF RANCHO CUCAMONGA JANUARY 21, 2003 5:30 p.m. Civic Center Tri-Communities Conference Room 10500 Civic Center Drive Rancho Cucamonga, CA 91730 Community Foundation Members Tony Mize, Chair Dr. Harvey Cohen, Vice Chair Ann D. Punter, Secretary/Treasurer Michael Arreguin, Member Charles Buquet, Member Sandra Metel, Member Timothy Younger, Member *** Library Foundation Members Paula Pachon, President Rebecca Davies, Secretary Teresa A. Akahoshi, Member Stefani D. Carrasco, Member Laurie Cotter, Member Gino L. Filippi, Member Ruth Leal, Member Wanda Mitchell, Member Anne L. Viricel, Member Paul Williams, Member Vivian Garcia *** Administrative Secretary City Offices: (909)477-2760 SPECIAL JOINT MEETING OF THE COMMUNITY FOUNDATION AND LIBRARY FOUNDATION January 21 . 2003 A. CALL TO ORDER 1. Pledge of Allegiance 2. Roll Call: Community Foundation Michael Arreguin Tony Mize Chuck Buquet Ann Punter Harvey Cohen Timothy Younger Sandra Metal. Library Foundation Teresa Akahoshi Ruth Leal Donna Bradshaw Wanda Mitchell Stefani Carrasco Paula Pachon Laurie Cotter Anne Viricel Rebecca Davies Paul Williams Gino Filippi C. COMMUNICATIONS FROM THE PUBLIC This is the time and place for the general public to address the Community and Library Foundations. State law prohibits the Foundations from addressing any issue not previously included on the Agenda. The Foundations may receive testimony and set the matter for a subsequent meeting. Comments are to be limited to five minutes per individual. D. FOUNDATION BUSINESS 1. Discussion between the Rancho Cucamonga Community Pages Foundation and the Rancho Cucamonga Library Foundation 1-17 regarding purposes,goals and future collaboration options.. E. ADJOURNMENT I, Melissa Morales, Senior Administrative Secretary, hereby certify a true, accurate copy of the foregoing Community Foundation and Library Foundation agenda was posted on January 15, 2003, seventy-two (72) hours prior to the meeting per A.B. 2674 at 10500 Civic Center Drive, Rancho Cucamonga, California. Working Agenda for Joint Meeting with the Rancho Cucamonga Community Foundation and the Rancho Cucamonga Library Foundation • Welcome and Introductions. • Review of the purpose of the meeting. • Review of the functions and mission of the Community Foundation. • Review of the functions and mission of the Library Foundation. • Discussion regarding differences between the two Foundations. • Discussion regarding common purposes of the two Foundations. • Discussion regarding potential collaboration options. • If applicable, discussion regarding options forpossible new organizational structure. . • If applicable, determination of a next meeting date. I:ICOMMSERVICoundl&BoardslCommunityFoundafionlStmtegicPlanP=c IWodcingAganda/anfFoundationsMfg 1.21.03.doc i R A N C H O C U C A M O N G A' C O M M U N I T Y S E R V I C E S Staff Report DATE: January 21, 2003 TO: Rancho Cucamonga Community Foundation Rancho Cucamonga Library Foundation FROM: Kevin McArdle, Community Services Director Deborah Kaye Clark, Library Director BY: Paula Pachon, Management Analyst III SUBJECT: Discussion Between Rancho Cucamonga Community Foundation and the Rancho Cucamonga Library Foundation Regarding Purposes, Goals and Future Collaboration Options A meeting has been scheduled to facilitate discussion between the Rancho Cucamonga Community Foundation and the Rancho Cucamonga Library Foundation to discuss the purposes of each Foundation and possible future collaborative efforts. Enclosed please find a working agenda for the meeting that outlines areas of discussion. Staff, has also enclosed copies of each of the Foundation's By-Laws, missions and goals for your information. Gene House a consultant currently working with the Community Foundation in the development of their strategic plan will be facilitator for our joint meeting. Respe tfully submitted, i 1 KetvSArdle Deborah Kaye Cla� CotervicesDirector Library Director I:ICOMMSERVICouncilBBoardsicommunityFoundationlStrategicPlanProcesslSlaNRepoftJointMtg 1.21.03.doc 1 RANCHO CUCAMONGA PUBLIC LIBRARY FOUNDATION, MISSION STATEMENT:' The purpose of the Rancho Cucamonga Public Library Foundation is to augment resources and to increase visibility of the Rancho Cucamonga Public Library through an organized fund raising program. 2001/2002 GOALS: 1) To assist in the production of and fund raising for the 2001 Library Telethon 2) To develop liaisons with the schools to provide a strong support network for Telethon promotion through the Youth Subcommittee 3) To provide support for the proposed Victoria Gardens Branch Library 2 BYLAWS OF THE RANCHO CUCAMONGA PUBLIC LIBRARY FOUNDATION ARTICLE I - NAME AND ADDRESS Section 1. The name of this association shall be the Rancho Cucamonga Public Library Foundation, hereinafter referred to as the "Foundation". Section 2: The address of the principal executive office of the Foundation shall be located at Rancho Cucamonga Public Library, 7368 Archibald, Rancho Cucamonga, California, or at such other place as the Board of Directors hereafter may designate. ARTICLE II - PURPOSES AND LIMITATIONS Section 1. The purpose of the Foundation is to establish a permanent endowment fund to assist the government of the City of Rancho Cucamonga through the Rancho Cucamonga Public Library, hereinafter referred to as the "library", in improving the quality of library services to the citizens of the City of Rancho Cucamonga. Section 2. . The Foundation is organized, and at all times shall be operated, exclusively for the benefit of, to perform the function of, and to carry out the purposes of, the Library, within the meaning of 509(a) (3) (A) of the Internal Revenue Code of 1954, as amended, the Regulations thereunder, and the corresponding provision of any applicable future United States Internal Revenue Law and Regulations, such Code and Regulations hereinafter collectively referred to as the "Code". Section 3. In carrying out such purpose, the Foundation shall not, in any manner, be utilized to discharge the obligation of the City of Rancho Cucamonga, hereinafter to be referred to as the "City", to bear the expenses of financing the routine operation, maintenance or repair of the Library. The support, promotion and advancement of the Library afforded by this Foundation is in addition to, and supplementary to, any budgeting program sponsored by the City, and the use of this Foundation in the routine operation, maintenance or repair of the Library shall be a violation of the purposes herein expressed. If the Board of Directors is of the opinion that the City causes the terms of the-Foundation to be violated by causing income of the Foundation to be used for routine operation, maintenance or repair of the Library, then the Board of Directors may . direct that the income be used for the benefit of library organizations that are not under the jurisdiction of the City. These organizations must be charitable organizations under Section 501(c)(3) of the Code and must be consistent with the purpose of the Foundation. ARTICLE III - MEETINGS Section 1. All meetings, regular and special shall be notified, posted and conducted in every way consistent with the requirements set forth in the Brown Act. Section 2. The Board of Directors of the Foundation shall hold an annual meeting in the month of June at such time and place designated by the Board.. 3 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). The total number constituting the Board of Directors shall be eleven(11). 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. All vacancies occurring because of the expiration of terms or for other reasons will be filled by the appointing body. 4 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 maybe 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 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 5 of Directors. Section 2. The Board of Directors may adopt rules of procedures which shall not be inconsistent with the terms of this Foundation. Section 3. A simple majority of the Board may amend the Bylaws at any meeting. However, no such amendment or modification shall alter the intention of the Donors that this Foundation be operated exclusively for charitable, literary and educational purposes, and in a manner which shall make this Foundation tax exempt and the donations to it deductible from taxable income to the extent allowed by the provisions of the Code and other applicable legislation and regulations as they now exist or as they may hereafter be amended. Every amendment'or modification of these bylaws shall be in writing, shall be signed by a majority of the Board of Directors then serving and shall be delivered to each of the members of the Board then in office and to the Investment Trustee then in office. ARTICLE VIII - COMPENSATION AND EXPENSES Section 1. The Board of Directors shall serve without compensation. ARTICLE IX - INVESTMENT TRUSTEE Section 1. The Finance Director of the City of Rancho Cucamonga shall serve as the Investment Trustee for the Foundation. He/she shall have the powers and authority set out in Section 2. Section 2. The powers of the Investment Trustee shall be limited to investment of the Foundation property and shall have the following discretionary powers: (a) To hold the principal and all money or property given to the Trustee to invest and reinvest, unless the deed or legacy of a particular gift or gifts specifically authorizes or requires its retention and/or use for a specific project. (b) To invest and reinvest the principal and undistributed income of the Foundation funds on deposit with the Trustee in such property, real, personal or mixed and in such manner as it shall deem proper for the growth of capital and the production of income, and from time to time to change investments as he/she shall deem advisable; to invest in or retain any stocks, shares, bonds, notes, obligations, or personal or real property bonds, notes, obligations, or personal or real property(including without limitation any interest in or obligations of any corporation, association, business trust, investment trust, common trust fund or investment company) although some or all of the property so acquired or retained is of a kind or size which but for this express authority would not be considered proper and although all of the Foundation funds are invested in the securities of one company. No principal or income, however, shall be loaned, directly or indirectly, to the Investment Trustee or any member of the Board or to anyone else, corporate or otherwise, who has at any time made a contribution to this Foundation, nor to anyone except on the basis of an adequate interest charge and with adequate security. 6 (c) To sell, lease, or exchange any personal, mixed, or real property, at public auction or by private contact, for such consideration and on such terms as to credit or otherwise, an to make such contracts and enter into such undertakings relating to the Foundation property, as it considers advisable, whether or not such leases or contracts may extend beyond the duration of the Foundation. (d) To borrow money for such periods, at such rates of interest, and upon such terms as it considers advisable, and as security for such loans to mortgage or pledge any real or personal property with or without power of sale; to acquire or hold any real or personal property, subject to any mortgage or hold any real or personal property, subject to any mortgage or pledge on or of property acquired or held by this Foundation. (e) To execute and deliver deeds, assignments, transfers, mortgages,pledges, leases, covenants, contracts, promissory notes, releases, and other instruments, sealed or unsealed, incident to any transaction in which it engages. (f) To vote, to give proxies, to participate in the reorganization, merger or consolidation of any concern or in the reorganization, merger or consolidation of any concern or in the sale, lease, disposition, or distribution of its assets; to join with other security holders in acting through a committee, depositary, voting trustees, or otherwise and in this connection to delegate authority to such committee, depositary, or trustees and to deposit securities with them or transfer securities to them; to pay assessments levied on securities or to exercise subscription rights in respect of securities. (g) To hold Foundation property without indication of fiduciary capacity but only in the name of a registered nominee, provided the Foundation property is at all times identified as such on the books of the Foundation fund; to keep any or all of the Foundation property or funds in any place or places in the United States of America. ARTICLE X - ACCOUNTING Section 1. The Investment Trustee shall render an accounting of the investment transactions concerning the Foundation to the Board of Directors at least annually. No person or . entity other than the Board of Directors may require an accounting or bring any action against the Investment Trustees with respect to the Foundation. The Investment Trustee may at any time initiate.legal action or proceedings for the settlement of its accounts and, except as otherwise required by law, the only necessary party defendant to such action or proceedings shall be the Board of Directors. Section 2. The fiscal year of the Foundation shall be from July 1 through June 30th. Section 3. The Board of Directors shall make a report annually of its uses of the Foundation and shall distribute copies thereof to all members at the regular annual meeting held in June. ARTICLE XI - LIABILITY OF TRUSTEES/DIRECTORS 7 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 suchwriting but may accept the same as conclusive evidence of the truth and accuracy of the statement therein contained. ARTICLE XII - FOUNDATION Section 1. The Board of Directors may receive donations from the Donors or from any other source in cash or in other property acceptable to them. All donations so received shall be. deposited with an Investment Trustee by the Board of Directors and thereafter held, managed, administered and disposed of by the Investment Trustee and the Board of Directors pursuant to the terms of the Agreement. -The Board of Directors may accept donations which restrict their uses and purposes, provided such restrictions are within the uses and purposes set forth in Article II, and which limit the time;manner, amount, or other terms of distribution; but, unless otherwise specifically required, the Board of Directors may mingle such restricted donations with other assets of the Foundation. ` ARTICLE XIII USE OF THE FOUNDATION Section 1. The Board of Directors shall have power to apply the Foundation for the purposes set forth in Article II. In furtherance thereof, the Board of Directors shall have the power and authority and is directed to distribute the distributable income of the Foundation as they may determine, to the uses and purposes set forth in Article II. Section 2. Unless the restricted donation provides otherwise, as used in Section 1, "distributable income" means the total holdings of the Foundation, principle and interest, less $2,500 which will serve as the minimum holding of the Foundation. ARTICLE XIV - TERM OF FOUNDATION Section 1. The Foundation shall continue in perpetuity; it may however, at any time be wound up and the assets distributed with the assent of two-thirds of the Board of Directors, the Library Board of Trustees and the Rancho Cucamonga City Council. Upon any such winding up, the assets of this Foundation shall be distributed exclusively for such purpose or purposes, as are consistent with the purpose of the Foundation. 8 ARTICLES OF INCORPORATION OF THE RANCHO CUCAMONGA PUBLIC LIBRARY FOUNDATION I The name of this corporation is the Rancho Cucamonga Public Library Foundation. IL , 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: Deborah Kaye Clark, 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]. 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 shall ever inure to the 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 debts and liabilities of this corporation shall be distributed to a nonprofit fund, 9 foundation or corporation which is organized and operated exclusively for public library purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code. Date (Signature of Incorporator) (Type name of Incorporator) I hereby declare that I am the person who executed the foregoing Articles of Incorporation,which execution is my act and deed. (Signature of Incorporator) 10 The Rancho Cucamonga Community Foundation min . MISSION STATEMENT: The City of Rancho Cucamonga established the Community Foundation as a non-profit 501(c)(3) in April 1987. The Community Foundation was founded to ensure that the community continues to flourish and to enrich the quality of life of Rancho Cucamonga residents. The purpose of the Community Foundation is to raise and manage funds to assist the City in improving the cultural and recreational services for the residents of Rancho Cucamonga. The support, promotion and advancement of these services by the Foundation is in addition to existing City conducted programs. Of particular importance to the Foundation is the development of an endowment fund that will use investment earnings to support the operations of a community theater facility as well as the development of an annual program of services within the theater. 11 BYLAWS OF THE RANCHO CUCAMONGA COMMUNITY FOUNDATION ARTICLE I — NAME AND ADDRESS Section 1. The name of this corporation shall be the Rancho Cucamonga, Community 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 City Hall, 10500 Civic Center Drive, Rancho Cucamonga, California, or at such place as the Board of Directors hereafter may designate. ARTICLE II — PURPOSE AND LIMITATION Section 1. The purpose of the Foundation is to establish a permanent endowment fund to assist the government of the City of Rancho Cucamonga, hereinafter referred to as the "City", in improving the cultural, recreational and human services to the citizens of the City. 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 City, within the meaning of Section 509(a)(3)(A) of the Internal Revenue Code of 1954, as amended, the Regulation there under, and the corresponding provision of any applicable future United States Internal Revenue Law and Regulations hereinafter collectively referred to as the "Code". Section 3. In carrying out such purpose, the Foundation shall not, in any manner, be utilized to discharge the obligation of the City.' The support, promotion and advancement of cultural, recreational, and human services 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 routine operations 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, then the Board of Directors may direct that the income be used for the benefit of cultural, recreational and human service 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 — MEETING Section 1. All meetings, regular and special shall be notified, posted and conducted in every way consistent with the requirements set for in the Brown Act. Section 2. The Board of Directors of the Foundation shall hold an annual meeting in the month of June such time and place as designated by the board. 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 such meeting and its purpose shall be given to each member of the Board at least four days before such meeting. 12 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 conductor 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 seven-(7) a maximum of 30 (recommendation for amendment scheduled for 1/21/03). Section 2. One (1) member of the Board of Directors shall be the Chairman of the Park and Recreation Commission of the City of Rancho Cucamonga or his/her designee from the Park and Recreation Commission. Section 3. Six (6) members of the Board of Directors shall be filled by. persons interested .in improving cultural, recreational and human services in the City of Rancho Cucamonga and appointed by the City Council. Section 4. The terms shall be four (4) years. Directors may be appointed 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 5. Terms of office for the members of the first board appointed shall be as follows: three (3) members shall serve terms of four (4) years each and three (3) members shall serve terms of two (2) years each. Terms of the first six (6) members shall be determined by a random draw. Section 6. Any Director of the Foundation may be removed at any time by a majority vote of the City Council. Section 7. 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 8. Any change in the number and qualifications of members of the Board of Directors shall be made only by amendment to this Bylaw. 13 ARTICLE VI — OFFICERS Section 1. The Board shall elect a Chairperson, Vice Chairperson, and Secretary/Treasurer at the annual meeting. Their terms of office are one (1) year. Members terms as Chairperson may not exceed two consecutive years. Section 2. Officers may be removed from office 'for cause by a majority of. the Foundation Board at any meeting. Section 3. The Chairperson shall preside at all' meetings of the Board and have responsibility for general supervision of its activities. Section 4. The Chairperson, with assistance from the Community Services Director of the City of Rancho Cucamonga 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 Chairperson or the Secretary/Treasurer. Section 6. The Vice Chairperson shall preside at meetings in the absence of the Chairperson. Section 7. The Secretary/Treasurer shall give 'notice to all members and shall maintain a permanent set of minutes to all meetings. 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 and exercise of the Foundation powers and discretions conferred upon the Board of Directors and the decisions an 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, 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, cultural, recreational and human service 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. 14 ARTICLE VIII — COMPENSATION AND EXPRESS Section 1. The Board of Directors shall serve without compensation. ARTICLE IX— INVESTMENT TRUSTEE Section 1. The Finance Officer of the City of Rancho Cucamonga shall serve as the Investment Trdstee,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 a manner as it shall deem proper for the growth of capital and the production of income, and from time to time to change investments as he/she shall deem advisable; to invest in or retain any stocks, shares, bonds, notes, obligations, or personal or real property bonds, notes, obligations, or personal or real property (including without. limitation any interest in or obligations of any corporation, association, business trust, investment trust, common trust fund or investment company) although some or all of the property,so acquired or retained is of a kind or size which but for this express authority would not be considered proper and although all of the Foundation funds are invested in the securities of one company. No principal or income, however, shall be loaned, directly or indirectly, to the Investment Trustee or any member of the Board or to anyone else, corporate or otherwise, who has at any time made a contribution to this Foundation, nor to anyone except on the basis of an adequate interest charge and with adequate security. (c) To sell, lease or exchange any personal, mixed, or real property, at public auction or by private contact, for such consideration and on such terms as to credit or otherwise, and to make such contracts and enter into such undertaking 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. 15 (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 asses; to join with other security holders in acting through a committee, depository, voting trustees, or otherwise and in this connection to delegate authority to such committee, depository, 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. II (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 and 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 Trustee with respect to the Foundation. The Investment Trustee may at any time initiate legal action or proceedings for the settlement of it 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 30. Section 3. The Board of Directors shall make a report annually of its uses of the Foundation and shall distribute copies thereof to all members at the regular annual meeting held in June. ARTICLE XI — LIABILITY OF TRUSTEES/DIRECTORS Section 1. No Investment Trustee or member of the Board of Directors shall be answerable for loss in investment made in good faith. No Investment Trustee or member of the Board of Directors be liable for the act or omissions of any other member of the Board, or of any accountant, agent, council 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 unifier 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 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 16 set forth in Article ll, and which limit the time, manner, amount, or other terms of distribution; but, unless otherwise specifically required, the Board of Directors may mingle such restrictions donations with other assets of the Foundation. ARTICLE III — USE OF THE FOUNDATION Section 1. The Board of Directors shall have the 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 ll. Section 2. Unless the restricted donation provides otherwise, as used in 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 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 and the 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. Amended by the Community Foundation: January 14, 2003 Michael Arreguin, Member Tony Mize, Chairman Charles J. Buquet, Jr., Member Ann Punter, Secretary/Treasurer Dr. Harvey Cohen, Vice Chair Timothy Younger, Member Sandra Metel, Member 17