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HomeMy WebLinkAbout12/05/07 Library Foundation Board LIBRARY FOUNDATION BOARD AGENDA CITY OF RANCHO CUCAMONGA REGULAR MEETING First Monday 6:00 p.m. May 7, 2012 Tri-communities Room City of Rancho Cucamonga 10500 Civic Center Drive Rancho Cucamonga, California 91730 x�+ City Councilmembers L. Dennis Michael,Mayor Sam Spagnolo, Mayor Pro Tem William J. Alexander, Councilmember Chuck Buquet, Councilmember Diane Williams, Councilmember Foundation Members Ruth Leal, President Teresa Akahoshi, Vice President Tina Gilfry, Secretary Jackie Amsler, Member Rebecca Davies, Member Gino Filippi, Member David Gonzalez, Member Leslie May, Member Dominic Melillo, Member Paula Pachon, Member Chris White, Member 1 DECLARATION OF POSTING OF AGENDA Vivian Garcia states and declares as follows: I presently am and at all times mentioned herein have been, the Senior Administrative Secretary of the Rancho Cucamonga Public Library. Acting in that capacity on 3. , at %, 30 cLfn , I posted a true and correct copy of the Library Foundation Board meeting agenda dated Ma o to be held in the Tri-communities Room located 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 5-3—/,1 at Rancho Cucamonga. City of Rancho Cucamonga By: l/ t�t;"-e J"^ ' Vivian Garcia Senior Administrative Secretary City of Rancho Cucamonga LIBRARY FOUNDATION BOARD AGENDA MAY 79 2012 1 RANCHO CUCAMONGA A. CALL TO ORDER 1. Roll Call: Akahoshi Amsler , Davies Filippi Gilfry Gonzalez , Leal May Melillo _, Pachon _ and White -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. Approval of Library Foundation Treasurer's Report: March 4 2012. 2. Approval of Minutes: April 2, 2012. 7 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. Library Status Update: Oral report by Robert Karatsu, 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. Potential board members. Discussion led by President Leal. a. Resignation of Board Member Melillo. (Letter attached.) 13 2. Strategic planning for Library Foundation Board. Discussion led by President Leal. 3. Possible By-laws revisions for Library Foundation Board. 14 Discussion led by President Leal. 4. Update on ad hoc sub-committees. Discussion led by President Leal. 2 LIBRARY FOUNDATION BOARD AGENDA MAY 79 2012 2 RANCHO CUCAMONGA 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: PUBUC_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. 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 Thursday, May 3, 2012, seventy two (72) hours prior to the meeting per Government Code 54954.2 at 10500 Civic Center Drive. 3 STAFF REPORT LIBRARY SERVICES DEPARTMENT � RANCHO Date: May 7, 2012 A C;UCAMONGA To: Rancho Cucamonga Library Foundation tJ" From: Robert Karatsu, Library Director Subject: TREASURER'S REPORT— MARCH. 2012 CASH REPORT BEGINNING MTD MTD ENDING CASH CASH March 2012 BALANCE REVENUES EXPENDITURES BALANCE FUND General $85,939.86 $757.00 $86,696.86 Archibald Children's Books Endowment $40.000.00 $40.000.00 Victoria Gardens Books $83,125.00 $83,125.00 Adult Literacy $84,125.00 $84,125.00 Greg & Terri Jacobs - Literacy $5,000.00 $5,000.00 Lola A. Livesev Trust Account $218.801.97 $218,801.97 Operating Reserve Fund5$ ,000.00 $5,000.00 Unallocated Funds $759.000.00 $759.000.00 TOTAL $1,217,303.28 $757.00 $1.218,060.28 LAIF Account $1,137,224.97 Union Bank Account $80,835.31 Total Library Foundation Holdings: $1,218,060.28 Revenues: $757.00 Rental Payment $ 750.00 General Fund Grapevine $ 7.00 General Fund 4 Rancho Cucamonga Public Library Foundation CASH REPORT MARCH 2012 Beginning Balance $1,217,303.28 LAIF Interest Earned - Deposits 3/8/2012 757.00 Less Checks Ending Balance $ 1,218,060.28 Union Bank, Statement Ending Balance $ 80,835.31 Less Outstanding Checks - Deposits in Transit Investments - LAIF 1,137,224.97 Adjusted Bank Balance $ 1,218,060.28 5 27ATENEHT Pagel oft vnionBank 01p C C Q BUJ N 4 @ RANCHO CUCAMONGA PUBLIC LIBRARY Statement Number: 03/01/12-03/30/12 UNION BANK GOVERNMENT SERVICES- SOUTH 0274 Customer lnqulrles POST OFFICE BOX 513840 800-798-6466 LOS ANGELES CA 90051-3840 Thank you for banking with us since 2008 RANCHO CUCAMONGA PUBLIC LIBRARY FOUNDATION P O BOX 807 RANCHO CUCAMONGA CA 91729 ■ On February 21, 2012, Union Bank Joined the CHIPS, (Clearinghouse Interbank Payments System), network.CHIPS will serve as a secondary payments option and back up to the Federal Reserve(Fed) clearing system.To learn more, call your treasury relationship manager or contact Global Treasury Management Sales at 800-883-0285. Public Fund Checking Summary Account Number:- Days In statement period:Days in statement period:30 Balance on 3/1 $ 80,078.31 Total Credits 757.00 Deposits(1) 757.00 Total Debits 0.00 Balance on 3/30 $ 80,835.31 CREDITS Deposits including check and cash credits Date Description/Location Reference Amount 318 CARRIER DEPOSIT 46258863 $ 757.00 DEBITS Daily Ledger Balance Date Ledger Balance Date Ledger Balance 3/1-3f7 $ 80,078.31 318-3/30 $ 80,835.31 s STAFF REPORT LIBRARY SERVICES DEPARTMENT J RANCHO Date: May 7, 2012 CUCAMONGA To: Rancho Cucamonga Library Foundation From: Robert Karatsu, Library Director Subject: APPROVAL OF MINUTES RECOMMENDATION Approval of the minutes of the meeting of April 2, 2012. BACKGROUND/ANALYSIS Attached, please find the minutes for the regular meeting of the Library Foundation Board taken and compiled by Library Administrative Secretary, Vivian Garcia. FISCAL IMPACT None. Respectfully submitted, Robert Karatsu Library Director 7 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, April 2, 2012, in the Tri-Communities Room, located at located at the City of Rancho Cucamonga at 10500 Civic Center Drive,Rancho Cucamonga,California. The meeting was called to order at 6:09 p.m. Present were Members Akahoshi, Amsler, Davies, Gonzalez, Leal and May. Robert Karatsu, Library Director, Michelle Perera, Assistant Library Director, Karye Hood, Reference Services Coordinator, Karen Lee, Management Aide for Engineering,Jennifer Downey, Reference Librarian,Casey Marcarello,Reference Librarian,Don Hilliard,Jr.,Reference Librarian, Adam Tuckerman,Reference Librarian and Vivian Garcia,Administrative Secretary,were present. B. CONSENT CALENDAR Bl. Approval of Library Foundation Treasurer's Report: February, 2012. Member Davies requested that any funds in the bank balance which is over$50,000, be transferred to the LAIF account. Member Pachon arrived at 6:12 p.m. MOTION: Moved by Member Davies for any funds over $50,000 to be transferred to the LAIF account, seconded by Member Gonzalez, motion carried, 7-0-4 (with Filippi, Gilfry, Melillo and White absent). MOTION: Moved by Member Davies to approve the Treasurer's Reports for February, 2012, seconded by Member Amsler,motion carried, 7-0-4(with Filippi,Gilfry,Melillo and White absent). B2. Approval of Minutes: March 5, 2012 (Gonzalez abstained). MOTION: Moved by Member Davies to approve the minutes, seconded by Member Akahoshi, motion carried, 6-0-4-1 (with Filippi, Gilfry, Melillo and White absent). 8 Library Foundation Board Minutes April 2, 2012 Page 2 C. LIBRARY DIRECTOR'S STAFF REPORTS Cl. Library Status Update: Oral report by Robert Karatsu, Library Director. Robert Karatsu, Library Director, stated Assistant Library Director Perera would be presenting a PowerPoint Presentation update on the Staff Innovation Fund Grant. Member Gilfry arrived at 6:14 p.m. Michelle Perera,Assistant Library Director,presented a PowerPoint Presentation on the background and overview of the Staff Innovation Fund Grant to the Board. Robert Karatsu,Library Director, stated that at the City Council meeting on Wednesday,the Friends of the Library would be presenting a check. Also,the City Council will be presenting a Proclamation for National Library Week. Member Gilfry shared with the Board the letter she received from Assembly Member Mike Morrell stating she had been named Woman of Distinction by the California 63`d Assembly. The event will be held on Friday, May 18, at the Double Tree in Ontario. D BOARD BUSINESS DI. Staff Innovation Fund Presentations. Presentation by staff. Karye Hood, Reference Services Coordinator, presented an oral report and a PowerPoint Presentation on the eBook Explosion Grant to the Board. Don Hilliard,Jr.,Reference Librarian,reviewed the different eBook devices Library staff would like to purchase. Adam Tuckerman,Reference Librarian,reviewed the tech classes and programs library staff would like to offer to other library staff and the public. MOTION: Moved by Member Akahoshi to approve the request of$1,750 for the eBook Explosion grant, seconded by Member Amsler, motion carried 8-0-3 (with Filippi,Melillo and White absent). Jennifer Downey,Reference Librarian,presented an oral report and PowerPoint Presentation on the Live and Learn/Healthy RC Grant to the Board. 9 Library Foundation Board Minutes April 2, 2012 Page 3 Following questions by Members and answers by staff, the following motion was made. MOTION: Moved by Member Davies to approve the request of $3,000 for the Live and Learn/Healthy RC grant, seconded by Member May,motion carried 8-0-3 (with Filippi,Melillo and White absent). D2. Potential new board members. Discussion led by President Leal. President Leal reviewed the list she had of potential new members with the Members. President Leal requested Board Members to please follow up with the prospective new Members for the Library Foundation. She asked if they would give applications to them. Library Director Karatsu stated he is available if the Board Members would like him to be present with them when meeting with the prospective new members. D3. Board meeting dates. Discussion led by President Leal. President Leal wanted to discuss the Library Foundation Board meeting night—the first Monday of each month with the Members. In re-visiting the meeting day,were there any problems or changes? Member Davies stated that the two members that requested the second Monday of the month changed are no longer with the Board. She asked if the Members might want to return to the original meeting day. Member Pachon and Member May stated that they have a meeting conflicting if the meeting day was changed back to the second Monday of each month. President Leal stated that the first Monday of the month will stay and be re-visited as suggested by Member Gonzalez later on. D4. Strategic planning for Library Foundation Board. Discussion led by President Leal President Leal stated that a couple of dates for the month of July were being looked at. Once they were selected, she would update everyone. D5. Possible by-laws revisions for Library Foundation Board. Discussion led by President Leal. President Leal reviewed a handout of possible changes to the By-laws. 10 Library Foundation Board Minutes April 2, 2012 Page 4 The Members discussed the changes suggested for Section 2: Number, Section 3: Qualifications of Directors, Section 4: Terms on Page 4 and under Article VII—Committees, Section 2: Executive Committee. President Leal requested staff to review language from other Library Foundation Bylaws. She also requested the wording from the Mission Statement to be used. President Leal requested Members to e-mail Library Director Karatsu, Assistant Library Director Perera, Member Akahoshi and herself with any other suggestions. Member May left at 7:20 p.m. D6. Update on ad hoc sub-committees and ad hoc sub-committees restructuring. Discussion led by President Leal. Member Gonzalez will be having a Fund-raising ad hoc sub-committee meeting on Tuesday, April 10, at 6 p.m. The location is to be determined. The meeting will be regarding the annual giving letter. E. IDENTIFICATION OF ITEMS FOR THE NEXT MEETING None were listed. ****** F. COMMUNICATIONS FROM THE PUBLIC None were presented. ****** 11 Library Foundation Board Minutes April 2, 2012 Page 5 G. ADJOURNMENT MOTION: Moved by Member Pachon to adjourn,seconded by Member Akahoshi,motion carried, 7-0-4 (with Filippi, May, Melillo and White absent). The meeting adjourned at 7:25 p.m. Respectfully submitted, Tina Gilfry Secretary, Library Foundation Board Prepared by, Vivian Garcia Administrative Secretary Approved: 12 Novelty Printing 9559 Center Ave Unit C Rancho Cucamonga, CA 91730 909 941 - 1283 April 28, 2012 Ruth, I have been with the Library Foundation Board for about 5 years, and it has been a great experience. I really enjoyed the time I was with you. It is ironic that you were the President and recruited me, and now you are President as I am submitting my resignation. I regret having to make this decision, but due to family illnesses and business schedules, I am resigning, as of this date. The Foundation does a great job with all ages in our community. The current board, Robert and Michelle, and all their staff are amazing. You can tell by the calendar of events, that there is something going on at all times. Again, thank you for thinking of me five years ago, and I am sure we will see each other at different events. Please keep up the great work. Thank you, Dominic Melillo Ph# (909) 941-1283 Fax4 (909) 941-1284 dominicp,noveltyprintin> .net 13 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 11 - PURPOSES AND LIMITATIONS SECTION 1: PURPOSE The purpose of the Foundation is to provide support to: (a) Aid and assist the Rancho Cucamonga Public Library, hereinafter referred to as the "library",in any manner which will benefit the Library and its programs and which will improve its potential to provide service to the citizens of the City of Rancho Cucamonga. (b) Undertake any programs or projects which will serve the purpose stated above and are deemed appropriate and advisable by the Library Director and the duly appointed members of the Rancho Cucamonga Public Library Board of Trustees; (c) Operate exclusively for charitable, literary, or educational purposes, including but not limited to, merchandising and to soliciting and receiving contributions, gifts, endowments, or bequests in any negotiable form,banking or investing the receivables, and distributing these assets for the benefit of the Library; (d) Encourage understanding and appreciation of the work of the Rancho Cucamonga Public Library To accomplish these purposes the 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 I 14 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". 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. 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 - SHARES 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 everyy way consistent with the requirements set forth in the Brown Act. SECTION 2: QUORUM A majority of the actual number of directors constitutes a quorum. 2 15 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. 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 maybe taken without a meeting,if all members of the Board,individually or collectively,consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. 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 3 16 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 no less than 9 7 and no more than 21. The Library Director shall serve as an ex officio member of the Board. SECTION 3: QUALIFICATIONS OF DIRECTORS The members of the Board of Directors shall be filled by individuals through an application and selection process and must be appointed by the City Council. SECTION 4: TERMS The terms shall be four(4) years. The initial terms of office for board members shell maybe less than four years so that terms are staggered so that all board members would not be up for appointment or reappointment,leetien or re , reet in the same year. Metei to that end beffd members were elassified by lot so tha two of their-number go out of effiee a4 the end of th 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 anytime by a majority vote of the entire City Council without cause. SECTION 7. CHANGES IN BOARD OF DIRECTORS Any change in the number and qualifications of members of the Board of Directors shall be made only by amendment to these Bylaws. SECTION 8. STATEMENT OF NON-LIABILITY 4 17 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 of their 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. ARTICLE VI - OFFICERS SECTION 1. NUMBER OF OFFICERS The Board shall elect a President, Vice President and a Secretary at the annual meeting. The President may appoint officers if an office becomes vacant prior to the annual meeting. SECTION 2. TERM OF OFFICE Their terms of office are one year. Officers may serve for only two consecutive terms. 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 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 5 18 The Vice President shall preside at meetings in the absence of the President. SECTION 6. DUTIES OF THE SECRETARY The Secretary shall present and execute minutes. ARTICLE VII - COMMITTEES SECTION 1. COMMITTEES OF DIRECTORS The Board of Directors may, by resolution adopted by a majority of the directors then in office, designate one or more committees,each consisting of two or more directors,to serve at the pleasure of the Board. Such committees may consist of persons 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"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,-and Secretary and immediate past-President if immediate past-President is not holding another office. The Executive committee shall have the power to act between meetings of the entire Board,to make recommendations to the Board,to pay bills,answer legal and taxing authority correspondence,and to accept 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; 6 19 (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; (f) 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 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. ARTICLE VIII - USE OF THE FOUNDATION SECTION 1. POWERS OF THE BOARD 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 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 1. EXECUTION OF INSTRUMENTS The Board of Directors,except as otherwise provided in these Bylaws,may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. SECTION 2. INVESTMENTS 7 20 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, 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 8 21 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 rimes 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 of the Board of Directors,or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Investment Trustee or his/her agent and the signature of either the President or the Vice President. 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 1. 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 of Incorporation and Bylaws as amended to date,which shall be open to inspection by the members,if any,of the corporation at all reasonable times during office hours. 9 22 The corporation shall keep at the office of the Investment Trustee: (a) Adequate and correct books and records of account,including accounts of its properties and business transactions and accounts of its assets,liabilities,receipts,disbursements,gains and losses; SECTION 2. 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 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 10 23 Upon any such dissolution, the assets of this Foundation shall revert to the City of Rancho Cucamonga, to be distributed exclusively for such purpose or purposes, as are consistent with the purpose of the Foundation. ARTICLE XIII - AMENDMENT OF BYLAWS SECTION 1. AMENDMENT Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporation, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws shall be adopted by assent of at least two thirds majority approval of the Board of Directors. ARTICLE XIV—AMENDMENT OF ARTICLES SECTION 1. AMENDMENT OF ARTICLES Any amendment of the Articles of Incorporation may be adopted by 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 delete 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. 11 24