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HomeMy WebLinkAbout2018/06/04 - Agenda Packet - Library Foundation Board I n/ JUNE 4, 2018 LIBRARY FOUNDATION BOARD AGENDA TRI-COMMUNITIES ROOM CITY OF RANCHO CUCAMONGA 10500 CIVIC CENTER DRIVE RANCHO CUCAMONGA, CALIFORNIA A. 6:00 P.M. — CALL TO ORDER Roll Call: President, Kristine Scott Board Member, Rebecca Davies Vice President, David Gonzalez. Board Member, Pam Easter Secretary, Tina Gilfry Board Member, Ruth Leal Board Member, Teresa Akahoshi Board Member, Heidi Soehnel B. PUBLIC COMMUNICATIONS This is the time and place for the general public to address the Library Foundation Board on any item listed on the agenda. State law prohibits the Library Foundation Board from addressing any issue not previously included on the Agenda. The Board may receive testimony and set the matter for a subsequent meeting. Comments are to be limited to five minutes per individual or less, as deemed necessary by the Chair, depending upon the number of individual Members of the audience. This is a professional businessmeeting and courtesy and decorum are expected. Please refrain from any debate between audience and speaker, making loud noises or engaging in any activity which might be disruptive to the decorum of the meeting. C. CONSENT CALENDAR The following Consent Calendar items are expected to be routine and non-controversial.They will be acted upon by the Library Foundation Board at one time without discussion. Any item may be removed by a Member or member of the audience for discussion. C1. Consideration to approve the Minutes of May 7, 2018. C2. Consideration to approve Library Foundation Treasurer's Report of April 2018. D. DIRECTOR'S STAFF REPORTS The following items do not legally require any public testimony, although the President may open the meeting for public input. e m JUNE 49 2018 LIBRARY FOUNDATION BOARD AGENDA D1. Consideration and discussion regarding the Library Status.The oral report will be presented by Julie Sowles, Library Director. D2. Consideration and discussion regarding Children's Services, Adult Services and Library Programming. The oral report will be presented by Brian Sternberg, Assistant Library Director. E. BOARD BUSINESS The following items have been requested by the Library Foundation Board for discussion. They are not public hearing items, although the President may open the meeting for public input. E1. Consideration and discussion regarding Second Story Fundraising. The Staff Report will be presented by Dianna Lee, Community Partnerships Coordinator. E2. Consideration and discussion regarding Library Foundation Board Member Commitment Description document.The oral report will be presented by Rebecca Davies, Board Member. E3. Consideration and discussion regarding Library Foundation Bylaws revision.The oral report will be presented by Pamela Easter, Board Member. E4. Election of Officers — Rancho Cucamonga Library Foundation Board's President, Vice President and Secretary. E5. Consideration and discussion regarding strategic planning and goals for Foundation Board. The oral report will be presented by Julie Sowles, Library Director. E6. LIBRARY BOARD OF TRUSTEES LIAISON REPORT. An oral report will be presented by Mary Hannah. E7. SUB-COMMITTEE UPDATES. E8. BOARDMEMBER ANNOUNCEMENTS. (Comments to be limited to three minutes per Board Member.) F. IDENTIFICATION OF ITEMS FOR THE NEXT MEETING This is the time for the Library Foundation Board to identify the items they wish to discuss at the next meeting.These items will not be discussed at this meeting,only identified for the next meeting. Page 2of3 i y, a JUNE 4, 2018 LIBRARY FOUNDATION BOARD AGENDA G. ADJOURNMENT I,Jennifer Palacios, Library Administrative Secretary of the City of Rancho Cucamonga, or my designee, hereby certify that a true,accurate copy of the foregoing agenda was posted on day, Tuesday, May 29, 2018, seventy-two (72) hours prior to the meeting per Government Code 54954.2 at 10500 Civic Center Drive. Jennifer Palacios Library Administrative Secretary City of Rancho Cucamonga Mission Statement The Rancho Cucamonga Library Foundation supports the Rancho Cucamonga Public Library's innovative programs and services. We believe the Library is the cornerstone of lifelong leaming throughout our community and region by transforming knowledge, imagination, and discovery. If you need special assistance or accommodations to participate in this meeting,please contact the Library at(909)477-2720. Notification of 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility. Listening devices are available for the hearing impaired. Page 3of3 STAFF REPORT LIBRARY SERA"ICES DEPARTMEN,"T � w, RANCHO Date: June 4, 2018 CUCAMONGA To: Rancho Cucamonga Library Foundation Board From: Julie A. Sowles, Library Director Subject: APPROVAL OF MINUTES RECOMMENDATION: Approval of the minutes of the regular meeting of May 7, 2018. BACKGROUND: Attached, please find the minutes for the regular meeting of the Library Foundation Board taken and compiled by Library Administrative Secretary, Jennifer Palacios. ANALYSIS: None. FISCAL IMPACT: None. COUNCIL GOAL(S) ADDRESSED: Not Applicable. ATTACHMENTS: Attachment 1 — May 7, 2018 Minutes Item C1-1 CITY OF RANCHO CUCAMONGA RANCHO CUCAMONGA PUBLIC LIBRARY FOUNDATION BOARD Special Location Meeting LIBRARY DIRECTOR ANNOUNCEMENTS The Library Foundation Board Director opened the meeting up for announcements at 6:03 p.m. Present were Board Members Davies, Gilfry, Gonzalez and Scott. Also present were Mary Hannah, Library Foundation Board Liaison, Julie A. Sowles, Library Director, Brian Sternberg, Assistant Library Director, Cara Vera, Library Services Manager, Dianna Lee, Community Partnerships Coordinator, Jennifer Palacios, Administrative Secretary and Noelia Chapa, Member of the Public. Julie A. Sowles, Library Director, reported at the Library Broad of Trustees meeting on April 5, 2018, the Board voted to recommend approval to City Council to eliminate library fines and fees. Library Director Sowles reported at the Library Board of Trustees meeting on May 3, 2018 the Board also voted to recommend approval to City Council to discontinue the $.50 non-pick up hold fee. Board Member Soehnel arrived at 6:07 p.m. Julie A. Sowles, Library Director, reported prices for book purchases have gone up by .25 at the Friends of the Library Bookstore. Julie A. Sowles, Library Director, stated she attended the Serving with a Purpose Conference along with other Board Members at the Ontario Convention on May 2, 2018. Library Director Sowles reported the Asian Pacific Islander Night was Friday, May 4, 2018 at the Paul A. Biane Library. Healthy RC had a film crew filming the event. Board Member Easter arrived at 6:09 p.m. Julie A. Sowles, Library Director, reported Star Wars Day will be Saturday, May 26, 2018 and passed around a sign-up sheet for Board Members to assist with the Foundation Booth at the event. A. CALL TO ORDER The regular meeting of the Rancho Cucamonga Public Library Foundation Board was held on Monday, May 7, 2018, in the Biane Conference, located at the Paul A. Biane Library at 12505 Cultural Center Drive, Rancho Cucamonga, California. The meeting was called to order at 6:11 p.m. Present were Members Davies, Gilfry, Gonzalez, Easter, Scott and Soehnel. Also present were Mary Hannah, Library Foundation Board Liaison, Julie A. Sowles, Library Director, Brian Sternberg, Assistant Library Director, Cara Vera, Library Services Manager, Dianna Lee, Community Partnerships Coordinator, Jennifer Palacios, Administrative Secretary and Noelia Chapa, Member of the Public. Item C1-2 Library Foundation Board Minutes May 7, 2018 Page 2 B. COMMUNICATIONS FROM THE PUBLIC None were presented. C. CONSENT CALENDAR C1. Consideration to approve Minutes of April 2, 2018. MOTION: Moved by Member Easter to approve the minutes of April 2, 2018, seconded by Member Soehnel, motion carried,6-0-2 (with Akahoshi and Leal absent). C2. Consideration to approve Library Foundation Treasurer's Report of March 2018. MOTION: Moved by Member Easter to approve the Library Foundation Treasurer's Report of March 2018, seconded by Member Gilfry, motion carried, 6-0-2 (with Akahoshi and Leal absent). D. LIBRARY DIRECTOR'S STAFF REPORTS D1. Consideration and discussion regarding the Library Status. The oral report will be presented by Julie A. Sowles, Library Director. Julie A. Sowles, Library Director, reported to the present Board Members the Library Status before the meeting was called to order. D2. Consideration and discussion regarding Children's Services, Adult Services and Library Programming. The oral report will be presented by Brian Sternberg, Assistant Library Director. Brian Sternberg, Assistant Library Director, reported Saturday, May 26, 2018 will be Star Wars Day at the Biane Library partnering with Victoria Gardens. The event is expected to have over 3,000 guests attending with an opening procession of Star Wars characters. Assistant Library Director Sternberg stated the Second Story will hold a proactive parenting contract class for early speech strategies on Saturday, May 12, 2018. The class is designed for parents ages 17 and up. E. OD BUSINESS E1. Consideration and discussion regarding Second Story Fundraising. The Staff Report will be presented by Dianna Lee, Community Partnerships Coordinator. Dianna Lee, Community Partnerships Coordinator, reported to the Board a donation for$1,000.00 was received for the Second Story Campaign from Alpha Engineering. Item C1-3 Library Foundation Board Minutes May 7, 2018 Page 3 Community Partnerships Coordinator Lee reported Cucamonga Valley Water District (CVWD) was impressed with the tour of the Second Story and they will be presenting to their Board a recommendation of a $15,000.00 donation towards the Second Story Campaign. Board Member Leal arrived at 6:25 p.m. E2. Consideration and discussion to recommend appointment of new Library Foundation Member to City Council Subcommittee. The oral report will be presented by Kristine Scott, President. Ms. Noelia Chapa, member of the public left the room. Kristine Scott, President, reported the strongest candidate to be on the Board during the recruitment process was Noelia Chapa. Board Member Scott stated Ms. Chapa has been attending the Foundation meetings as a member of the public for the past 9 months and she is involved with Foundation Subcommittees. MOTION: Moved by Board Member Davies to recommend to the City Council Library Subcommittee the appointment of Noelia Chapa as a new Library Foundation Board Member, seconded by Board Member Gonzales, motion carried, 7-0-1 (with Akahoshi absent). E3. Consideration and discussion regarding Library Foundation Board Member Commitment Description document. The oral report will be presented by Rebecca Davies, Board Member. Rebecca Davies, Board Member presented to the Board the draft description on Item E3-1 and asked the Board to comment on the draft. Board Member Scott stated the document is thorough and informative. Held Soehnel, Board Member recommended changing some of the wording of the draft document. The Board agreed to bring back the revisions of the draft Library Foundation Board Member Commitment Description document on the June 4, 2018 meeting. E4. LIBRARY BOARD OF TRUSTEES LIAISON REPORT. An oral report will be presented by Mary Hannah. Mary Hannah, Library Foundation Board Liaison reported at the May 3, 2018 Library Board of Trustees meeting, they recommended approval to City Council to discontinue the $.50 non-pick up hold fee. Board Liaison Hannah stated she attended the Serving with a Purpose Conference. Board Liaison Hannah stated she attended the Asian Pacific Islander Cultural Arts night at the Library and had an excellent time. E5. SUB-COMMITTEE UPDATES. Item C1-4 Library Foundation Board Minutes May 7, 2018 Page 4 Pam Easter, Board Member reported the Library Foundation Board Bylaws are being reviewed by the City's attorney and will be brought forward to the Board for review at a future date. Board Member Easter asked approval from the Board for the Subcommittee to work on developing or revising the following documents: gift acceptance policy, donors' bill of rights and conflict of interest. The Board agreed to have the Subcommittee take on this work and to present the draft document(s) to the Board for approval. E5. BOARDMEMBER ANNOUNCEMENTS. (Comments to be limited to three minutes per Board ember.) Board Member Gonzalez announced an anonymous donation of $1,000,000.00 towards the Second Story Campaign. The Board was excited with the wonderful news and they celebrated with cake and punch. F. IDENTIFICATION ITEMS FOR THE NEXT MEETING G. ADJOURNMENT MOTION: Moved by Board Member Gilfry to adjourn to Monday, June 4, 2018, seconded by Board Member Easter, motion carried, 7-0-1 (with Akahoshi absent). The meeting adjourned at 7:31 p.m. Respectfully submitted, Tina Gilfry Secretary, Library Foundation Board Prepared by, Jennifer Palacios Administrative Secretary Approved: Item C1-5 STAFF REPORT LIBRARY SERVICES DEPARTMENTF. R DATE: June 4, 201$ ANCHO CUCAMONGA TO: Rancho Cucamonga Library Foundation Board FROM: Julie A. Sowles, Library Director SUBJECT: TREASURER'S REPORT—APRIL 2018 CASH REPORT BEGINNING MTQ MTQ ENDING CASH ria 201 8 BALANCE REVENUES EXPENDITURES CASH BALANCE - .-. FUND General 25®30 1 ,400.00 $2T705.01 Archibald Children's Books Endowment $L40,Q .00 Victoria Gardens Books S63j. .00 AdultLite 112j .5 Grea&Terri Jacobs iteacy $3J565.70 _lad& Learn sl sT 72® 72.5 Lola A. Uvgggy Trust Account $218,8 1.97 Innovation Fnd $175,0 0.00 M2ybgf2MLar : Workforce Tech kills Edison g 12,5 .00 Operating Reserve Fund la-M0.005 Second tc $100.007.7 Unallocated Fn s 1zQ.Q0_"0 $759,0 TOTAL1® ®2 .43 11AE2,718.43 Item C2-1 TREASURER'S REPORT—APRIL 2018 June 4, 2018 Page 2 LAW cccun 1,421,175.31 Transferred to LAIF Account LAIF Interest $5,287.60 Union Bank Account $66,920.34 Deposits in Transit Less Outstanding Checks Total Library Foundation Holdings: $1,493,383.25 Revenues: $1,500.00 Lewis Apt. 005 $ 1,400.00 General Fund Edward & Shirley Perkins $ 100.00 Second Story Expenditures: $0 Total Holdings $ 1,493,383.25 Outstanding Library Budget $ 117,931.00 Second Story Campaign Commitment $ 500,000.00 Available Funds $ 875,452.25 ATTACHMENTS: Attachment 1 — Rancho Cucamonga Public Library Foundation Budget FY2017-2018 Budget Item C2-2 RANCHO CUCAONA PUBLIC LIBRARY FOUNDATION BUDGET FY 2017-2018 BUDGET 2017-2018 YTD REVENUES Rental Income $16,800 $7,226 Interest Earned $5,000 $11,697 Personal Donations (incl. direct mail campaign) $5,000 $5 PAB &Arch Snack Machine $98 Biane Donation Box $288 Other Events (TDF, Big Give, etc.) $15,000 $7,970 Corporate Grants $5,000 Better World Books $191 RC Comm Fd (McNay Fund) $55 Play and Learn IslandTm Revenue $20,000 Second Story Campaign $37,165 Revenue Totals J$66,800 Isr,4,696 TOTAL FOUNDATION REVENUES $66,800 $64,696 REMAINING 2017-2018 YTD BUDGET OPERATIONAL EXPENSES Conference for Boardmembers $1,000 $1,000 Board Expenses $1,000 $450 $550 Insurance $1,041 $1,041 Board Training/Strategic Planning $2,000 $1,775 $225 Major Direct Mail Piece $7;,000 $7,000 Annual Calendar $15,000 $15,000 Publicity $2x000 $2,000 Del Mar Apt. 5 Utlities $190 Tax Preparation $1,000 $2,062 ($1,062) Library Programming Incentives $1,000 $1,000 Gyroscope Contract $26,500 $26,500 $0 JOPERATIONAL EXPENSES SUB TOTAL $57,541 $30,976 J$26,754 EVENTS 2nd Story Campaign Related Events $6,000 $3,633 $2,367 EVENTS SUB TOTAL $6,000 $3,633 $2,367 TOTAL OPERATIONAL EXPENDITURES 163,541 $34,610 29,121 DONATIONS TO LIBRARY Adult Literacy $10000 $10,000 Children's/Special Programs $5,000 $5,000 Cultural Arts Events $15,000 $6.000 $15,000 Professional Development $5,000 $5,000 Innovation Fund $5,000 $5,000 Matching for Library Grants $15„000 $15,000 Fund Development Coordinator $25,000 $25,000 $0 Exhibit Rental $40,.000 $40,000 DONATIONS TO LIBRARY SUB TOTAL J$120,000 J$31,000 J$95,000 TOTAL FOUNDATION EXPENDITURES $183,541 165,610 REMAINING FOUNDATION EXPENDITURES $117,931 Item C2-3 i STAFF REPORT °.. .' LIBRARY SERVICES DEPARTMENT U ate: June 4, 2018 .C. CAMONGA To: Rancho Cucamonga Library Foundation Board From: Julie A. Sowles, Library Director Initiated By: Dianna Lee, Community Partnerships Coordinator Subject: CONSIDERATION AND DISCUSSION REGARDING SECOND STORY FUNDRAISING RECOMMENDATION: No recommendation. For information only. BACKGROUND: The Library Foundation donor database (Raiser's Edge) has been updated to reflect all Second Story donations to date. Additional categories are being established in Raisers Edge to identify and track future fundraising efforts, such as "Free Sundays" and "Exhibit Themes" as part of the Second Story campaign. A follow up presentation with CVWD will take place at their June Board meeting.This meeting will provide confirmation of their level of participation. The Foundation Team will make the presentation. An additional Second Story campaign one-sheet is being created for our newly added sustaining campaign sponsorship items now available. This new sheet will be in addition to the remaining naming opportunities available as part of the Second Story campaign notebooks. A follow up meeting for campaign volunteers was held to work on their prospect lists and to update them on the overall progress of the campaign. It is important to provide updates on donor prospect cultivation. Please remember to forward all Contact Report sheets to Dianna Lee for processing. This will ensure that there are not duplicate commitments as we move forward. ANALYSIS: None. FISCAL IMPACT: None. COUNCIL GOAL(S) ADDRESSED: Not applicable. ATTACHMENTS: None. Item E1-1 IRANCH4 !LIBRA Y e e • e e • A Library Foundation Board Member Commitment Description The mission of the Rancho Cucamonga Library Foundation is to support the Rancho Cucamonga Public Library's innovative programs and services.We believe the Library is the cornerstone of lifelong learning throughout our community and region by transforming knowledge, imagination and discovery. The City's Library Foundation is led by a Board of Directors appointed by the City Council. As a 501(c)(3) organization,we support the work of the City's Library,through fundraising for major projects,programs and services; raising awareness and support of our Library system; and advocating at the local,state and national levels. The Role of the Board of Directors 1. Ensure fiscal and legal responsibility of the Foundation and help raise resources. 2. Define and oversee our mission and keep it relevant to the needs of our community. 3. Provide strategic guidance to the Foundation. 4.Serve as an ambassador/spokesperson for the Foundation in the community. S.Ensure continuous Board improvement. Board Member Responsibilities As a Foundation Board Member, l commit to: A. Attendance:Attending Board meetings and Foundation events. Board meetings are held on the first Monday of the month from 6-7:30 p.m.As needed,the Board occasionally holds a retreat/planning session and 3-4 special events each year.As stated in City Council Resolution N0. 17-120, Foundation members are required to attend 66%of regularly scheduled meetings during a calendar year.(Attachment 1) B. Fundraising:Participating in fundraising. Fundraising may include prospect research, making thank you calls, meeting with donors,and/or serving on a fund development committee and promoting special events.All Board Members are expected to make an annual contribution. In addition, I will make a good faith effort to raise as much money as I can for the Library Foundation. C. Committees: Participating on at least one standing or ad hoc committee. Standing committees: Board Development, Executive, Finance, Fund Development and Public Relations(PR).Ad-hoc committees are created as needed and dissolved upon completion of the project. D. Commitment to Rancho Cucamonga Public Library: Learning about RCPL and its operations so that I can be an effective advocate far the Library.As a leading advocacy voice and support system for the Library,it is essential that Board decisions reflect the Library's needs and goals. E. Participation: Understanding my rales and responsibilities and becoming sufficiently knowledgeable about the Library Foundation to make informed decisions. Members are expected to read the materials sent in advance of meetings and come to Board meetings Item E2-1 prepared. Members are also expected to ask for clarification on any matters of confusion before making a decision. F. Speaking with one voice:Working towards those decisions and solutions that are in the Library Foundation's best interest.I will listen respectfully to other Board Members and staff with an open mind and an objective perspective,and will support Board decisions. G. Confidentiality: Respecting the confidentiality of the Board's business. H. Conflict of interest:Acting in the best interest of the organization and excusing myself from discussions, decisions and votes where I have a conflict of interest. I. Terms and Board Positions:Serving on the Foundation Board is for afour-year term.There are no term limits for this uncompensated,volunteer position.The Foundation has a President,Vice President and Secretary. Library Foundation Responsibilities In turn,the Library Foundation will be responsible to me in several ways: 1. 1 will receive monthly financial reports and an update of organizational activities that allow me to meet the"prudent person"section of the law. 2. Information and opportunities will be offered to me to participate in the Library's programs, goals and activities;additionally, I may request such opportunities. 3. Board members and staff will respond in a straightforward fashion to questions I have that I feel are necessary to carry out my fiscal, legal and moral responsibilities to the Library Foundation. Fellow Board members and staff will work in good faith with me towards achievement of our goals. 4. The Rancho Cucamonga Public Library Administration will assist in the development of goals, activities and projects of the Rancho Cucamonga Library Foundation by presenting unfunded wish lists and helping to lead brainstorming sessions to identify appropriate projects. 5. If the Library Foundation does not fulfill its commitments to me, I may call on the Board President and/or staff to discuss these responsibilities and any concerns I may have. 6. The Library Foundation will carry Directors'and Officers' liability insurance. As a Foundation Board member, I understand I am required to be fiscally and legally responsible, along with other Board members, to the Library Foundation. I accept the Foundation Bylaws and Articles of Incorporation (Attachment 2) and will be morally responsible for the health and well-being of the Library Foundation. If I am not able to meet my obligations as a Foundation Board member, I will offer my written resignation to the Foundation Board President or Library Director. Print Name—Board Member Signature—Board Member Date Print Name—Board President Signature—Board President Date Item E2-2 Attachment 1 RESOLUTION NO. 17-120 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, ESTABLISHING A MEETING ATTENDANCE POLICY FOR CITY COUNCIL APPOINTED BOARDS, COMMISSIONS, COMMITTEES AND FOUNDATIONS WHEREAS, the City Council from time to time establishes Advisory Committees to the City Council to review certain community issues, solicit community input, and provide advisory recommendations to the City Council; and WHEREAS, the City of Rancho Cucamonga has an exceptional pool of talented residents that are willing to contribute their time and efforts on committees to help make their city a place to live, work and enjoy; and WHEREAS, the City Council appoints members to the following:The Community and Arts Foundation, Design Review Committee, Library Board of Trustees, Library Foundation Board, Planned Community Citizens Oversight Committee, Parks and Recreation Commission, Planning/Historic Preservation Commission, West Side Citizens Oversight Committee, and the Public Art Committee. WHEREAS, the City Council anticipates that members appointed to the City's Boards, Commissions, Committees and Foundations will make every reasonable effort to attend all meetings of their respective Boards, Commissions, Committees and Foundations, to be prepared to discuss matters on their respective agendas. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, HEREBY RESOLVES, City Boards, Committees, Commissions and Foundations appointed by the City Council adhere to the following meeting attendance policy: Attendance Requirements 1. A Board, Commission, Committee or Foundation member shall be required to attend 66% percent of regularly scheduled meetings during a calendar year. For persons not serving for an entire calendar year, the 66% attendance requirement shall apply to meetings held during the portion of the year during which the person served. 2. A member of a Board, Commission, Committee or Foundation absent from 33% or more of the regularly scheduled meetings of such body, in a calendar year, may be terminated by the City Council. 3. Absence rates will be calculated based on a one-year period, beginning on January 1st of each year and ending on December 31st of the following year. 4. If a member arrives more than 30 minutes after the start of a meeting,they will be counted as absent for purposes of attendance at the meeting 5. A Member who cannot attend a Regularly Scheduled Meeting is required to inform the Board, Commission, Committee or Foundation staff liaison 48 hours prior to the meeting, except in emergency situations. 6. When an absence by a member occurs after the posting of the agenda, which results in lack of a quorum and therefore, cancellation of the meeting, the attendance of Boards, Item E2-3 Commissions, Committees and Foundations for the noticed meeting will be recorded on the attendance report, noting who could or could not have made the meeting. Leaves of Absence for Members. 1. Any member who feels that unique circumstances (family or medical reasons) may lead to numerous absences, can request a leave of absence. 2. The member must submit to the City Clerk a request for a leave of absence. 3. Members may request a leave of absence from the position for up to 6 months in a 12-month period. Attendance Reports Required Annually. 1. Department Director or staff liaisons to appointed Boards, Commissions, Committees and Foundations shall monitor attendance requirements for non-compliance and send a letter to any member who is in danger of violation of the attendance requirement, asking them to be mindful of said requirement. 2. In December of each year, the secretary for each Board, Commission, Committee or Foundation shall prepare a written report of attendance, noting the number of meetings attended, regular and special meetings, meetings missed, and a delineation of 33% percent or more absences of members for the calendar year. The report shall be delivered to the City Clerk no later than December 30th of each year. The City Clerk shall forward the report to the Mayor and City Councilmembers in January. 3. Prior to the annual attendance report being submitted for City Council review, the Department Director or liaison shall provide the report to each Board, Commission, Committee and Foundation for review and comment. 4. All applicants for Boards, Commissions, Committees and Foundations shall be notified prior to City Council appointment regarding time requirements for serving and this policy regarding removal. PASSED, APPROVED, AND ADOPTED this 201 day of December 2017. Item E2-4 Attachment 2 Placeholcler for ByLaouvs/Aslicles of Incov-poratilon "llro The added after the Bylaws arlip rev !Ise cl Ywirkd idolp ted Board. [Arthles ofIncorpioration will not be revised, but oppear as the final piage of the Bylaws doirlament.] Item E2-5 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, 7 'gu,.. 12505,„ ultural,Center Drive, Rancho Cucamonga, California, or at such other place as the Board of Directors hereafter may designate by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws: Dated: 20................................................................................ ��. Dated: mm....m............................................................................................. 2d ................. ARTICLE II - PURPOSES AND LIMITATIONS SECTION l: 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 evise Iu e 2 l a°We 1 of 15 Item E3-1 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 Laws 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 5014c)m(3)of the Code or by an organization"s,contributions )-which are deductible under Section 1704c)µ(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 every way consistent with the requirements set forth in the Brown Act. SECTION 2: QUORUM Revised June 4,,2018 _ a e 2_2f 15 Item E3-2 A majority of the actual number of directors 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, °ry -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 may be taken without a meeting, if all members of the Board, individually or collectively,consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. ARTICLE V - BOARD OF DIRECTORS SECTION I: POWERS Authority. The decisions and acts of 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 Revised June 4* 20 18 Pae-3cif 15 Item E3-3 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 no less than 9 7 and no more than 21. The Library Director shall serve as an ex officio member of the Board. `i'he l ib4 Board of`I rustees may gpgLinLkr1ex officio member of that Board to serve in a liar'on opaacity r�rrtfi the [,rbra I oundzgitgn 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 may be less than four years so that terms are staggered so that all board members would not be up for appointment or reappointment in the same year. 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 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. Revised June 4.201 g Pave 4 of 115 Item 23-4 SECTION S. STATEMENT OF NON-LIABILITY No Investment Trustee or member of the Board of Directors shall be answerable for Ioss 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. Ho«vever, 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 Vl - 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 additional terms if voted upon by a supermajority of the members. 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. I� Revised June 4 2018 Pa �e 5cif 15 Item E3-5 SECTION 5. DUTIES OF THE VICE PRESIDENT 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° ,; - a majority vote of the d4eot e `reqL then in office, one or more standing and/or ad hoe committees,each consisting of two or more d tev., irectors, to serve at the pleasure of the Board. Committees tray t onsist gf ,qrs-g—ni,yLio re: -gt members of the Board These comrnittees, ;ff, qt in an a vispr cai a 2u-IY- irestycit r ,o1..t bmrl: +i464-as ador eS,; By a majority vote of its M embers then in office, the Board may at any time revoke or modify any or all of the authority so delegated to a committee, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the Mmembers of the Board. Committees shall Vrovide r arts;, at scheduled Board tetin s.l ftr� tµitt . t~,,.y ,msp ,m 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. Secretary, and immediate past-President if immediate past-President is not holding another office. The Executivecommittee 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 Iess 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; Pt' , hall have all the authority of the Board, except , Revised June 4,, 2018 Page 6 of 15 Item E3-6 (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 g n 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) APp4i l stablish any other committees of the Board of Directors or a int members of-to these committees; (f) Approve any transaction (a) to which the corporation is a party and one or more of the K irectors have a material financial interest;, r other connictofinterest; or (b) between the corporation and one or more of its ,ar-s--Directors or between the corporation or any person in which one or more of its sir, %K—Directors have a material financial interest s other conflict of interest. By a majority vote of its embers 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 hoa4l3oard from time to time as the 11 !L4 may require. ARTICLE VIII - USE OF THE FOUNDATION SECTION 1. POWERS OF THE BOARD The Board of Directors shall have ower to � uct the Foundation for the purposes set p �� ,�,o nd„m�,o,o„�� 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 II. SECTION 2. DEFINITION OF DISTRIBUTABLE INCOME '� _ Unless the restricted donation provides otherwise,as used in Article Fill .Section 1,"distributable income means the total holdings of the Foundation, rinci I io ipli-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 Revised dune 4,,20,18 of 15 Item E3-7 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 Investment Trustee. The Finance Director of the City of Rancho Cucamonga shall serve as the Investment Trustee for the Foundation. Helshe shall have the powers and authority set out in Section 2. Powers and duties of the i*� • nvestrnent , eInvestment eTrust . The powers of the Iestment 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 anWor 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 shal I 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. Revised lane 4, 2018 Pate 8 of 15 Item E3-8 (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. 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: Revised June 4,,,2018 Page 9 of 15 Item E3-9 q (a) Minutes of all meetings of ° Directors and of committees of the . ° ,trA1Board, 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. 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 Everye ,Director„shall have the absolute right at any reasonable time Aurin; o Nce hours.; 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 Revised June 4. 201 g Pai,,e 10 of 15 Item E3-10 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 revert to the City of Rancho Cucamonga, to be distributed exclusively for such purpose or purposes, as are consistent vvith 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 Byla%vs, 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 ireet m�irectors of this eefpof94vaffCoi pqrqtipn, nor the name and address of its initial agent, except to correct an error in such statement or to delete such statement after the e . , "4d, Cor orati°n has filed a "statement by a Domestic Non-Profit Corporation" pursuant to Section 621 p of the California Nonprofit Corporation Law. Revised,lune 4. 2018 Page I I of 135 Item E3-11 I Attachment-1-1 ARTICLES OF INCORPORATION OF THE RANCHO CUCAMONGA PUBLIC LIBRARY FOUNDATION I The name of this corporation is the Rancho Cucamonga Public Library Foundation. II A. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes. B. The specific purpose of this corporation is to lessen the burdens of government of the City of Rancho Cucamonga by assisting the Rancho Cucamonga public Library in improving the quality of library services to the citizens of the City of Rancho Cucamonga. III The name and address in the State of California of this corporation's initial agent for service of process is: Robert Karatsu, 7368 Archibald, Rancho Cucamonga CA 91730. IV A. This corporation is organized and operated exclusively for Library purposes within the meaning of Section 501 (c) (3)of the Internal Revenue Code. B. No substantial part of the activities of this corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office. C. Not withstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on[a] by a corporation exempt from Federal income tax under section 501 (c)(3)of the Internal Revenue Code of 1986 [or the corresponding provision of any future United States Internal Revenue law] or [b] by a corporation contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1986 [or corresponding provision of any future United States Internal Revenue law]. 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 the City of Rancho Revised June a e„12cif 154-3 Item E3-12 Cucamonga-exclusively for public library purposes. . ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 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)�� .. ,,..�.�,.�.m..,.-.�.,�.� .. Revised June 4. 2018 a e,L13 of 1544 Item E3-13 ...... ,. - ,,, °e :. " 4 . " . «r .......... �.� �� - ln,,, tv.,ieeF, ii, ...,,,,,,,,,,,,,,,,,,,,,,,,, Hwa . °srv„ Aa °iXa rw fly, I " I Revised June 4,, 2018 Pae 14 of 1544 Item E3-14 ...........�.,,,,u � w.,... ....... i,�vA AhahA,4,,..,, . ............... ..... ................. , Revised June 4 201 P ; 15 of[5-14 Item E3-15 RANCHO OXANM !LIBRARY 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, 12SOS Cultural Center Drive, Rancho Cucamonga,California,or at such other place as the Board of Directors hereafter may designate by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws: Dated: , 20 Dated: , 20 ARTICLE II—PURPOSES AND LIMITATIONS SECTION 1. PURPOSE The purpose of the Foundation is to provide support to: (a) Aid and assist the Rancho Cucamonga Public Library, hereinafter referred to as the "library",in any manner which will benefit the Library and its programs and which will improve its potential to provide service to the citizens of the City of Rancho Cucamonga. (b) Undertake any programs or projects which will serve the purpose stated above and are deemed appropriate and advisable by the Library Director and the duly appointed members of the Rancho Cucamonga Public Library Board of Trustees; (c) Operate exclusively for charitable, literary, or educational purposes,including but not limited to, merchandising and to soliciting and receiving contributions, gifts, endowments, or bequests in any negotiable form, banking or investing the receivables, and distributing these assets for the benefit of the Library; (d) Encourage understanding and appreciation of the work of the Rancho Cucamonga Public Library To accomplish these purposes the 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. Revised June 4, 2018 Page 1 of 13 Item E3-16 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's contributions 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 every 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. 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, adopt a budget for the upcoming fiscal year, and elect the officers of the Board for the ensuing year. Revised June 4, 2018 Page 2 of 13 Item E3-17 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 may be taken without a meeting, if all members of the Board, individually or collectively,consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. ARTICLE V-1BOARD 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 no less than 7 and no more than 21. The Library Director shall serve as an ex officio member of the Board. The Library Board of Trustees may appoint an ex officio member of that Board to serve in a liaison capacity with the Library Foundation Board. Revised June 4, 2018 Page 3 of 13 Item E3-18 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 may be less than four years so that terms are staggered so that all board members would not be up for appointment or reappointment in the same year. 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 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 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. Revised June 4, 2018 Page 4 of 13 Item E3-19 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 additional terms if voted upon by a supermajority of the members. 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 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 a majority vote of the Directors then in office, establish one or more standing and/or ad hoc committees, each consisting of two or more Directors, to serve at the pleasure of the Board. Committees may consist of persons who are not members of the Board.These committees shall act in an advisory capacity only. 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 to a committee, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the Members of the Board. Committees shall provide reports at scheduled Board meetings. Revised June 4, 2018 Page 5 of 13 Item E3-20 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, 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 shall have all the authority of the Board, except: (a) Take any final action on matters which, under the Nonprofit Corporation Law of California, requires approval of the entire Board; (b) Fill vacancies on the Board of Directors or on any committee; (c) Amend or repeal Bylaws 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) Establish any other committees of the Board of Directors or appoint members to 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 other conflict of 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, or other conflict of 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 Vill—USE OF THE FOUNDATION SECTION 1. POWERS OF THE BOARD The Board of Directors shall have power to conduct the Foundation for the purposes set forth in Article [I. 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. DEFINITION OF DISTRIBUTABLE INCOME Unless the restricted donation provides otherwise,as used in Article Vill,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. Revised June 4, 2018 Page 6 of 13 Item E3-211 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 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. Revised June 4, 2018 Page 7 of 13 Item E3-22 (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. 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 S. 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: Revised June 4, 2018 Page 8 of 13 Item E3-23 (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. 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,during office hours,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 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. Revised June 4, 2018 Page 9 of 13 Item E3-24 ARTICLE XIII—AMENDIVIENT 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—AIVIENDMENT 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. Revised June 4, 2018 Page 10 of 13 Item E3-25 Amended June 4, 2018 �..... m.,. President, Kristine Scott �V. ice President, David Gonzalez ......., ....a Secretary, Tina Gilfry "",....„... ....................... Board Member, Teresa Akahoshi ,..... m Board Member, Rebecca Davies ,, nnrrrrrrm�,.,,mnnrrm.�n ......... ....... ...... ���....� Board Member, Pam Easter �� rrr m rrmm ......... Board Member, Ruth Leal ...... w.�, , m. ................................., , ...e�„ �..rvrvrvrv,mrvrvrvrvrvrvrvrvrvrvrvrvrvrvrvrvrvrvw„�,r,,,,��.�,.W..... Board Member, Heidi Soehnel Revised June 4, 2018 Page 11 of 13 Item E3-2G LAttachment 1 ARTICLES OF I NCORPORATiON OF THE RANCHO CUCAMONGA PUBLIC LIBRARY FOUNDATION I The name of this corporation is the Rancho Cucamonga Public Library Foundation. 11 A. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes. B. The specific purpose of this corporation is to lessen the burdens of government of the City of Rancho Cucamonga by assisting the Rancho Cucamonga public Library in improving the quality of library services to the citizens of the City of Rancho Cucamonga. III The name and address in the State of California of this corporation's initial agent for service of process is: Robert Karatsu, 7368 Archibald, Rancho Cucamonga CA 91730. IV A. This corporation is organized and operated exclusively for Library purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code. B. No substantial part of the activities of this corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office. C. Not withstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on [a] by a corporation exempt from Federal income tax under section 501(c) (3)of the Internal Revenue Code of 1986 [or the corresponding provision of any future United States Internal Revenue law] or[b] by a corporation contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1986 [or corresponding provision of any future United States Internal Revenue law]. Revised June 4, 2018 Page 12 of 13 Item E3-27 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 the City of Rancho Cucamonga-exclusively for public library purposes. to (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) Revised June 4, 2018 Page 13 of 13 Item E3-28