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HomeMy WebLinkAbout03/06/10 ???(Agn) Library Fnd Board LIBRARY FOUNDATION BOARD AGENDA CITY OF RANCHO CUCAMONGA ADJOURNED MEETING 5:00 p.m. June 10, 2003 Rains Room City of Rancho Cucamonga 10500 Civic Center Drive Rancho Cucamonga, California 91730 City Councilmembers William J. Alexander, Mayor Diane Williams, Mayor Pro Tem Rex Gutierrez, Councilmember Robert J. Howdyshell, Councilmember Donald J. Kurth, M.D., Councilmember Foundation Boardmembers Paul Williams, President Teresa Akahoshi, Boardmember Stefani Carrasco, Boardmember Rebecca Davies, Secretary Gino Filippi, Boardmember Ruth Leal, Boardmember Wanda Mitchell, Boardmember Paula Pachon, Boardmember Anne Viricel, Boardmember Ravenel Wimberly, Boardmember DECLARATION OF POSTING OF AGENDA VIVIAN GARCIA states and declares as follows: I presently am, and at all times mentioned herein . have been, the Administrative Secretary of the Library of Rancho Cucamonga. Acting in that capacity, on (� i aao3 at I posted a true and correct copy of the meeting agenda dated (fie_ %�, �d3 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 at Rancho Cucamonga. DEBORAH KAYE CLARK, LIBRARY MANAGER City of Rancho Cucamonga BY: ✓ wvo--4 � Vivian Garcia, Administrative Secretary City of Rancho Cucamonga LIBRARY FOUNDATION BOARD AGENDA JUNE 99 2003 1 RANCHO CUCAMONGA A. CALL TO ORDER 1. Roll Call: Akahoshi , Carrasco , Davies Filippi , Leal , Mitchell , Pachon_, Virciel , Williams and Wimberly_. 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 Member or member of the audience for discussion. 1 1. Approval of Minutes: May 12, 2003. 2. Receive and file Treasurer's Report for the month of May, 2003. 5 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. Update on Victoria Gardens Cultural Center Project: Oral report by Deborah Clark, Library Director. 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. Approval of Updated Bylaws: Oral report by Rebecca Davies, Chair 6 of Bylaws Committee. LIBRARY FOUNDATION BOARD AGENDA JUNE 99 2003 2 RANCHO CUCAMONGA 2. Election of Officers for Library Foundation for 2003/04 Fiscal Year. 19 3. Review and Approval of the Library Foundation's Fiscal Year 20 2003/04 Annual Budget. 4. PAL Campaign Reports: a) PAL Campaign Cabinet Meetings. Oral report by President Williams and Director Wimberly. b) Library Foundation Members Campaign Activities i) Donor prospects for each Foundation Member. Oral report by Members of contacts made, stories to share, etc. 5. Library Telethon: Oral reports and/or discussion. a) Selection of Dates b) Selection of Hosts c) Foundation Member involvement in event through committees. 21 Committee list attached for review and/or alteration. 6. Holiday Winery Event. How this annual event will fit into the overall campaign. Oral report and discussion conducted by President Williams and Member Filippi. 7. Meeting location during City Hall construction project. Oral report by Vivian Garcia, Department Secretary. E. IDENTIFICATION OF ITEMS FOR THE NEXT MEETING This is the time for 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. F. PUBLIC COMMUNICATIONS 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. LIBRARY FOUNDATION BOARD AGENDA JUNE 99 2003 3 RANCHO CUCAMONGA G. ADJOURNMENT I, Vivian R. Garcia, 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 Friday, June 6, 2003, seventy two (72) hours prior to the meeting per Government Code 54954.2 at 10500 Civic Center Drive. R A N C H O C U C A M O N G A P U B L I C L I B R A R Y Staff Report DATE: June 10, 2003 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 May 12, 2003. BACKGROUND/ANALYSIS Attached, please find the minutes for the Meeting(s) of the Library Foundation Board listed above, taken and compiled by Library Administrative Secretary, Vivian Garcia. FISCAL IMPACT None. spectfully submitted, aLL Deborah Kaye Library Director 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, May 12, 2003, 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 p.m. Present were Boardmembers Carrasco, Davies, Mitchell, Viricel, Williams and Wimberly. Deborah Clark, Library Director and Vivian Garcia, Senior Administrative Secretary, were also present. B. CONSENT CALENDAR Boardmember Pachon arrived at 6:03 p.m. B1. Approval of Minutes: April 14, 2003 (Pachon and Viricel abstained). MOTION: Moved by Boardmember Davies to approve the minutes, seconded by Boardmember Wimberly. Motion carried, 5-0-3-2 (with Akahoshi, Filippi and Leal absent). C. LIBRARY DIRECTOR'S STAFF REPORTS Cl. Update on Bylaws Review: Oral report by Deborah Clark, Library Director. Deborah Clark, Library Director, stated the city attorney had reviewed the Bylaws. The Library Foundation Members would like the subcommittee to review the Bylaws,especially the clause concerning the purpose and use of funds. MOTION: Moved by Boardmember Mitchell, seconded by Boardmember Pachon for the Bylaws Subcommittee to review the Library Foundation's Bylaws regarding the purpose of the funds,motion carried, 5-0-6 (with Akahoshi, Filippi and Leal absent). The subcommittee consisting ofBoardmembers Davies,Mitchell,Viricel and Williams will meet to review the Bylaws at a date to be determined. C2. Update on Victoria Gardens Cultural Center Project: Oral report by Deborah Clark,Library Director. Library Foundation Board Minutes April 14, 2003 Page 2 Deborah Clark, Library Director, updated the Library Foundation Members on the status of the Victoria Gardens Library. C3. Library Annual Fund Raising Campaign. Oral report by Library Director, Deborah Clark. Deborah Clark, Library Director, stated that staff will be sending out letters for the 'Bucks for Books Campaign" in June, using the Library patron database. D. BOARD BUSINESS D1. PAL Campaign Reports: a) Joint Collaboration Campaign Elements for Review and Action i) Review of Campaign Name & Logo. Oral report by President Williams ii) Review of Campaign Budget and Consideration to Transfer$20,000 from the Library Foundation fund balance to the PAL (Promoting Arts and Literacy) Campaign Account. President Williams reviewed the PAL(Promoting Arts and Literacy)Campaign Name and Logo(a comedy and tragedy mask reading a book)with the Library Foundation Members. MOTION: Moved by Boardmember Davies to transfer$20,000 from the Library Foundation fund balance to the PAL Campaign Account, motion carried, 7-0-3 (with Akahoshi, Filippi, and Leal absent). Member Pachon left at 6:35 p.m. b) Library Foundation Members Campaign Activities i) Starter list of donor prospects for each foundation boardmember. ii) Library Telethon: oral reports and/or discussion (1) Selection of dates (2) Selection of hosts (3) How the Library Foundation Members can become more involved in production and during event. President Williams requested each Library Foundation Member to identify 12 names they would be willing to solicit for funds. Deborah Clark,Library Director,stated that Rod Gilfrey was available in April and not in March for Telethon 2004. She asked the Library Foundation Members for their approval to have the Telethon in April instead of March. 3 Library Foundation Board Minutes April 14, 2003 Page 3 The Library Foundation Members approved. Staff will select dates for April, 2004. Boardmember Davies left at 7 p.m. President Williams asked for Dlbii(2) Selection of Hosts and Dlbii(3)How the Library Foundation Members can become more involved in production and during event - items to be returned to the next meeting. E. IDENTIFICATION OF ITEMS FOR NEXT MEETING El. PAL E2. Telethon 2004 E3. Annual Committees E4. Holiday Event F. COMMUNICATIONS FROM THE PUBLIC None received. G. ADJOURNMENT MOTION: Moved by Boardmember Wimberly, seconded by Boardmember Mitchell to adjourn to Tuesday, June 10, at 6:00 p.m., motion carried, 5-0-6 (with Akahoshi, Davies, Filippi, Leal, and Pachon absent). The meeting adjourned at 7:10 p.m. Respectfully submitted, vGII"a"'-� Vivian Garcia Administrative Secretary Approved: T H E C I T Y O F R A N C 11 O C U C A M O N G A Staff Report DATE: June 10, 2003 TO: President Williama embers of the Library Foundation Board FROM: Deborah Kaye Cl k, r Director SUBJECT: Cash Report— May 2003 CASH REPORT BEGINNING MTD MTD ENDING June CASH BALANCE REVENUES EXPENDITURES CASH BALANCE FUND General $55,307.69 $1,292.02 ($1,506.75) $55,092.96 Children's Books Endowment $40,000.00 $40,000.00 Victoria Gardens Books $83,000.00 $83,000.00 Adult Literacy $12,000.00 $12,000.00 PAL Campaign $0.00 ($20,000.00) ($20,000.00) Operating Reserve Fund $5,000.00 $5,000.00 TOTAL $195,307.69 $1,292.02 ($21,506.75) $175,092.96 RECONCILIATION Checking Account Balance 5/31/03 $175,092.96 R A N C H O C U C A M O N G A P U B L I C L I B R A R Y Staff Report DATE: June 10, 2003 TO: President Williams and Members of the Library Foundation FROM: Deborah Kaye Clark, Library Director SUBJECT: APPROVAL OF PROPOSED REVISED BYLAWS RECOMMENDATION: The subcommittee recommends that the Library Foundation Board approve the proposed revised Bylaws. Changes are highlighted in italics. (Copy attached) BACKGROUND: The Library Foundation Board of Directors discussed rewriting and amending the organization's bylaws to better reflect the purpose of the organization and to clarify areas of uncertainty in interpretation. The Foundation Board established a subcommittee to work with the Library Director to recommend changes for the Foundation Board to review. The Subcommittee, chaired by Rebecca Davies, met twice to review and recommend changes to the bylaws. The attached bylaws, with changes highlighted, represent the efforts of the subcommittee. Staff recommends the Library Foundation Board amend the current bylaws, making possible the appointment of four additional Board Members. FISCAL IMPACT: None. 0Si cerely, Deborah Kaye lar Library Director BYLAWS OF THE RANCHO CUCAMONGA PUBLIC LIBRARY FOUNDATION ARTICLE I - NAME AND ADDRESS SECTION 1. NAME The name of this corporation 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, 7368 Archibald,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 I 7 Library, To accomplish these purposes the corporation 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. 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",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. 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 III - MEMBERSHIP AND SHARES Seetion 1. The eefperafien shall have no membership. 2 SECTION 1: SHARES The corporation shall not have or issue shares of stock and shall declare no dividends. ARTICLE IV- MEETINGS SECTION 1: BROWN ACT REQUIREMENTS 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: QUORUM A majority of the actual number of directors Board constitutes a quorum. SECTION 3: 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 Board shall present a summary of the events and activities of the year, a Treasurer's report of the receipts,expenditures, and state of the monies and property of the Foundation,present and adopt a budget for the upcoming fiscal year and elect the officers of the Board for the ensuing year. Other Regular Meetings. Other regular meetings of the Board of Directors shall be held each month on a day and time agreed upon by the Board of Directors then seated. SECTION 4: SPECIAL MEETINGS Authority to Call. Speeicl meetings may be „al!ed at any if ne by a majority of the BE)ard 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. 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. 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 ofthe 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. 3 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 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. Rules of Procedure. The Board of Directors may adopt rules of procedures which shall not be inconsistent with the terms of this Foundation. Amending of Bylaws. 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. SECTION 2: NUMBER The total number constituting the Board of Directors shall be eleven (11)no less than 9 and no more than 21. The Library Director shall serve as an ex officio member of the Board. SECTION 3: QUALIFICATIONS OF DIRECTORS 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. 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. The remaining Seven(7)members of the Board of Directors shall be filled by individuals through an application and selection process and must be ......roved by the T :1...af , Beard e f T^.stew an appointed by the City Council. 4 /b SECTION 4: TERMS The terms shall be four(4)years. The terms of office for board members shall be offset so that one- quarter of the board members would be up for election or re-election each year. Note: to that end board members were classified by lot so that two of their number go out of office at the end of the first 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 5: VACANCIES All vacancies occurring because of the expiration of terms or for other reasons will be filled by the appointing body. 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 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 tefms as preseribed- in this -4-44iple shall commence with the organizatienal mee ing of the Beafd of Direeters and shall expire at the date of the anmial Meeting in June. SECTION 7. Any change in the number and qualifications of members of the Board of Directors shall be made only by amendment to these Bylaws. SECTION 8. STATEMENT OF NON-LIABILITY 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. SECTION 9. COMPENSATION AND EXPENSES Compensation. The Board of Directors shall serve without compensation in pursuit oftheir regular duties. However,Directors and members of committees may receive compensation, if any,for their services and such reimbursement of expenses, as may be determined by resolution of the Board of Directors to be just and reasonable. 5 ARTICLE VI - OFFICERS SECTION 1. NUMBER OF OFFICERS The Board shall elect a President and a Vice President Sesf:etaf-} at the annual meeting. SECTION 2. TERM OF OFFICE Their terms of office are one year. Officers may serve for only one term. After that term,one year must pass before a Director may again assume the same office. SECTION 3. REMOVAL OF OFFICERS Officers may be removed from office with or without f9f cause by a majority of the Foundation Board at any meeting. SECTION 4. DUTIES OF THE PRESIDENT The President shall preside at all meetings of the Board and have responsibility for general supervision of its activities. 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. DUTIES OF THE VICE PRESIDENT The Vice Seeretait) shall give netiee te all members and shall maintain a peFmanentset s shall preside at meetings in the absence of the President. ARTICLE VII - COMMITTEES SECTION]. COMMITTEES OF DIRECTORS The Board of Directors may, by resolution adopted by a majority of the directors then in ojf1ce, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board. Such committees may consist ofpersons who are not also members of the board. These additional committees shall act in an advisory capacity only to the board and shall be clearly titled as 6 "advisory"committees. By a majority vote of its members then in office, the Board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the Board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records and report the same to the board from time to time as the board may require. SECTION 2: EXECUTIVE COMMITTEE At the discretion of the Board, an Executive Committee may be established by the Board. If so established it shall be chaired by the President, shall consist of the President, Vice president, Library Board representative and Friends of the Library representative. 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 gifts, bequeaths, endowments, and donations less than $50,000. Authority remains with the Board and any interim action must be ratified by the Board at its next meeting. The Executive Committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except that no committee, regardless of board resolution, may: (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 in any committee; (c) Amend or repeal Bylaws or adopt 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) Appoint any other committees of the Board of Directors or the members of these committees; (1) Approve any transaction (a) to which the corporation is a party and one or more of the directors have a material financial interest; or(b)between the corporation and one or more of its directors or between the corporation or any person in which one or more of its directors have a material financial interest. By a majority vote of its members then in office, the Board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members. The Executive Committee shall keep regular minutes ofits proceedings, cause them to be filed with the corporate records and report the same to the board from time to time as the board may require. ARTICLE VIII - USE OF THE FOUNDATION SECTION 1. POWERS OF THE BOARD 7 /3 The Board of Directors shall have power to apply 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 distribute the distributable income of the Foundation as they may determine, to the uses and purposes set forth in Article H. SECTION 2. DEFINITION OF DISTRIBUTABLE INCOME 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 IX - EXECUTION OF INSTRUMENTS, INVESTMENTS, DEPOSITS AND DONATIONS SECTION]. EXECUTION OF INSTRUMENTS The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the mane of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. SECTION 2. INVESTMENTS Investment Trustee. 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. Powers and duties of the investment trustee. 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, 8 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 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 anyplace or places in the United States of America. SECTION 3. CHECKS AND NOTES Except as otherwise specifically determined by resolution ofthe Board of Directors, oras otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Investment Trustee or his/her agent and n: w,.. -------- ,.o., ene5 in excess of ccnn unless ....eeifieall .budgeted at the an ff..n 9 rneeting, requires the signature of either the President or the Vice President Seeretavj. SECTION 4: DEPOSITS All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Investment Trustee selects. SECTION 5. ACCEPTANCE OF DONATIONS General Donations. 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. 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 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. ARTICLE X - CORPORATE RECORDS AND REPORTS SECTION]. MAINTENANCE OF CORPORATE RECORDS The corporation shall keep at its principal office: (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) A copy of the corporation's Articles oflncorporation and Bylaws as amended to date, which shall be open to inspection by the members, ifany, ofthe corporation at all reasonable times during office hours. The corporation shall keep at the office of the Investment Trustee: (a) Adequate and correct books and records of account, including accounts ofitsproperties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses; SECTION 1. DIRECTORS'INSPECTION RIGHTS Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind. SECTION 3. REGULAR ACCOUNTING REPORTS 10 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 4. ANNUAL REPORT 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 FISCAL YEAR The fiscal year of the Foundation shall be from July 1 through June 30th. 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,the Library Board of Trustees and the Rancho Cucamonga City Council. SECTION 2. DISSOLUTION Upon any such dissolution, the assets of this Foundation shall 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, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Board of Directors. ARTICLE XIV—AMENDMENT OF ARTICLES SECTION 1. AMENDMENT OF ARTICLES 11 Any amendment of the Articles of Incorporation may be adopted by approval of the Board of Directors. SECTION 2. CERTAIN AMENDMENTS Notwithstanding the above sections of this Article, this corporation 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 this corporation,nor the name and address of its initial agent,except to correct an error in such statement or to delet such statement after the corporation has filed a"statement by a Domestic Non-Profit Corporation"pursuant to Section 6210 of the California Nonprofit Corporation Law. 12 /8 T H E C I T Y O F RANCHO CUCAMONGA Staff Report DATE: June 10, 2003 TO: President and Members of the Library Foundation FROM: Deborah Kaye Clark, Library Director SUBJECT: ELECTION OF OFFICERS FOR LIBRARY FOUNDATION FOR 2003/04 FISCAL YEAR RECOMMENDATION: That the Board propose candidates and hold an election to fill the positions of President and Vice President. BACKGROUND: According to the Library Foundation's bylaws, election of officers should be conducted at the Board's annual meeting held each June. The bylaws call for a position of President and Secretary. spectfully submitted, Deborah Kay CI rk Library Director /9 R A N C H O C U C A M O N G A P U B L I C L I B R A R Y Staff Report DATE: June 10, 2003 TO: President Williams and Members of the Library Foundation FROM: Deborah Kaye Clark, Library Director SUBJECT: REVIEW AND APPROVAL OF THE LIBRARY FOUNDATION'S FISCAL YEAR 2003/04 BUDGET RECOMMENDATION: Staff recommends that the Foundation review a proposed operating budget for 2003/04 which will be available at the meeting. BACKGROUND: The Library Foundation bylaws call for passage of the next fiscal year's budget at the annual meeting in June. However, due to the recent transfer of funds for expenditures during the PAL campaign and due to questions that have recently been aired regarding the logistics of how the Foundations will handle expenditures with all income being channeled to the PAL campaign, the proposed annual budget will not be available until night of your Regular Meeting of June 10, 2003. FISCAL IMPACT: None. Sincerely, 41�*rk a C. Deborah Kay Library Director T H E C I T Y O F R A N C H O C U C A M O N G A Staff Report DATE: June 10, 2003 TO: President Williams and the Library Foundation Board of Directors FROM: Deborah Kaye Clark, Library Director SUBJECT: TELETHON SUBCOMMITTEES RECOMMENDATION: That the Library Foundation Board review the proposed subcommittees for the 2004 Telethon for potential changes and determine on which subcommittees they wish to serve. BACKGROUND/ANALYSIS: Each year prior to Telethon the Foundation Board reviews subcommittees to determine if all committees are useful and appropriate and if new subcommittees should be formed. Attached is a list of subcommittees used for past telethons. FISCAL IMPACT: None. Si cerely, Deborah Kaye rk Library Director TELETHON 2002 SUBCOMMITTEES MAGIC WORD/GIFT FOLLOW UP SUBCOMMITTEE Members: Patricia Beasley, Foundation Board Member; Gino Filippi, Foundation Board Member; Anne Viricil,Foundation Board Member; Michelle Perera, staff. Project: To follow up on initial solicitation letter;to pick up donations from retail outlets;to assist in delivery of incentives after Telethon. MARKETING AND PUBLICITY COMMITTEE Paula Pachon, Foundation Board Member; Anne Viricil, Foundation Board Member; Amy Warshaw, Foundation Board Member; Deborah Clark, staff. Project:To promote the Telethon within the business community,to solicit corporate and business sponsors,to create a timeline, generate a list of publicity print and media publicity opportunities,create press releases and contact newsmedia for photo opportunities. PROFESSIONAL ENTERTAINMENT/CELEBRITY GUESTS SUBCOMMITTEE Members: Paula Pachon, Foundation Member; Patricia Beasley, Foundation Member; Deborah Clark and Robert Karatsu, staff. Project: To contact and book professional entertainment and celebrity guests for the Telethon and to line up show hosts for the broadcast. SCHOOL INVOLVEMENT SUBCOMMITTEE Members: Rebecca Davies, Library Foundation Member; Donna Bradshaw, Library Board Member; Joyce Womack,Library Board Member; Deborah Clark, staff. Project: To involve the schools in potential fundraising activities,to solicit participation through school bands and clubs,to maintain contact with PTA I s. WINERY KICKOFF EVENT SUBCOMMITTEE Members: Gino Filippi, Foundation Board Member; Deborah Clark and Karye Hood, Staff. Project: To coordinate logistics of event; plan entertainment; plan author visits. YOUTH TALENT SUBCOMMITTEE Members:Rebecca Davies,Foundation Member;Donna Bradshaw,Foundation Member and Joyce Womack, 'Library Board Member; Deborah Clark, staff. Project: To plan,organize and promote the amateur and youth performance aspect of the Telethon. Involves recruiting youth talent for the Telethon;finding talent to perform at the Winery Kickoff event;finding talent to perform at the thank you event in June. NOTICE OF ADJOURNED MEETING Notice is hereby given that the Rancho Cucamonga Library Foundation Board at their meeting held Monday, May 12,2003, adjourned said meeting to Tuesday,June 10, 2003, at the hour of 6 p.m., at the City of Rancho Cucamonga in the Rains Room. Said adjournment was passed by the following vote: AYES: Carrasco, Mitchell, Viricel, Williams and Wimberly NOES: None ABSENT: Akahoshi, Davies, Filippi, Leal, Pachon ABSTAIN: None Vivian Garcia, Senior Administrative Secretary Rancho Cucamonga Public Library May 14, 2003