HomeMy WebLinkAbout2018/06/04 - Agenda Packet - Library Foundation Board I
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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
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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 :.
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.......... �.� ��
-
ln,,, tv.,ieeF,
ii, ...,,,,,,,,,,,,,,,,,,,,,,,,,
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" 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.
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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.
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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.
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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.
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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
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President, Kristine Scott
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ice President, David Gonzalez
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Board Member, Rebecca Davies
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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