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Home My WebLink About12-02-10 - SBPFA Agenda �F: SEAI 9F c�UNTV CP LL '11 CITY' HA , _ EIGHTH STREET • SEAL BEACH. CALIF(7RNIA'yU74U.' • - (562) 431-25 • WWW U.$211 bC1l'1Ll.l.U1 r „ CALL AND NOTICE OF A SPECIAL MEETING OF THE SEAL BEACH PUBLIC FINANCING AUTHORITY TO MEMBERS OF THE BOARD OF DIRECTORS OF THE SEAL BEACH PUBLIC FINANCING AUTHORITY: Charles J. Antos - 4151/2 Ocean Avenue, Seal Beach David W. Sloan - 209 College Park Drive, Seal Beach Gordon A. Shanks - 215 Surf Place, Seal Beach Gary A. Miller - 4632 Guava Avenue, Seal Beach Michael M. Levitt - 1380 Weeburn Road, #81L, Seal Beach YOU ARE HEREBY NOTIFIED THAT, pursuant to Section 54956 of the California Government Code, Chairman David W. Sloan hereby calls a special meeting of the Seal Beach Public Financing Authority to be convened in the City Council Chamber, 211 - 8th Street, Seal Beach, California, 90740 on Thursday, December 2, 2010 at 3:30 p.m. for the purpose of discussing and taking action on the following item: RESOLUTION PFA 10 -01: "A RESOLUTION OF THE SEAL BEACH PUBLIC FINANCING AUTHORITY ESTABLISHING A REGULAR MEETING SCHEDULE AND ADOPTING CORRECTED AND RESTATED BYLAWS" Please note that members of the public will be provided an opportunity to directly address the Board concerning any item described herein before or during consideration of that item. Dated this 30th day of November 2010. David W. Sloan, Chairman /Mayor RESOLUTION NUMBER PFA - 10 -01 A RESOLUTION OF THE SEAL BEACH PUBLIC FINANCING AUTHORITY ESTABLISHING A REGULAR MEETING SCHEDULE AND ADOPTING CORRECTED AND RESTATED BYLAWS THE SEAL BEACH PUBLIC FINANCING AUTHORITY DOES HEREBY RESOLVE: Section 1. The Seal Beach Public Financing Authority ( "Authority ") is a joint powers authority duly organized and existing under and pursuant to Articles 1 through 4 (commencing with Section 6500), Chapter 5, Division 7, Title 1 of the California Government Code ( "the Act ") and that certain Joint Exercise of Powers Agreement, dated May 8, 2000 ( "JPA Agreement "), by and between the City of Seal Beach ( "City ") and the Redevelopment Agency of the City of Seal Beach ( "Agency "). Article 4 of the Act authorizes the Authority to issue bonds to provide financing and refinancing for public capital improvements. Section 2. Effective January 1, 2010, Government Code Section 6592.1 requires that approval of the issuance of bonds by a joint exercise of powers authority under the Act must occur at a regular meeting held pursuant to Government Code Section 54954. Pursuant to the JPA Agreement, regular meetings of the Authority shall be fixed by resolution of the Board of Directors of the Authority. Section 3. In accordance with the Act and Government Code Section 6592.1, the Authority hereby establishes that the Authority shall have regular meetings at the same time and place as the Seal Beach City Council has regular meetings, at 7:00 p.m. at City Hall, 211 8th Street, Seal Beach, California. Section 4. On May 8, 2000, the Authority adopted by -laws. The Authority hereby adopts as the Bylaws of the Authority the corrected and restated bylaws attached hereto as Attachment A'and incorporated by this reference. PASSED, APPROVED AND ADOPTED by the Seal Beach Public Financing Authority at a special meeting held on the 2nd day of December , 2010 by the following vote: AYES: Board Members NOES: Board Members ABSENT: Board Members ABSTAIN: Board Members Chairman ATTEST: Secretary/City Clerk 1305961 Resolution Number PFA 10 -01 STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Linda Devine, City Clerk of Seal Beach, California, do hereby certify that the foregoing resolution is the original copy of Resolution Number PFA 10 -01 on file in the office of the City Clerk, passed, approved, and adopted by the Public Financing Authority of the City of Seal Beach, at a special meeting thereof held on the 2nd day of December , 2010. Secretary/City Clerk 1305961 ci& SEAL BEACH PUBLIC fi•+ FINANCING AVTH 4 ve r v ,,, 6, A .. -‘, , s ., , ler_ 4 a 4 4, °' � ,,, b7Y, a 'G.. Y Y,. '�`.1, L 4 S iy .? �y..; ::rt, V k t,tai• D ' ecem ber 2, 1010 CITY OF SEAL BEACH PUBLIC FINANCING AUTHORITY BY -LAWS TABLE OF CONTENTS l'* ARTICLE I. DEFINITIONS; OFFICES °ANE SE AL Section 1. Definitions -.� 1 Section 2. Offices e 4.s ‘k,,, 1 Section 3. Seal -t' s.. V.�. 1 ARTICLE II. BOARD ,� , ' Section 1. Powers 4: . , 2 Section 2. Number and Compos 2 Section 3. Compensati and Reimbursement of Expenses 2 Section 4. Regular . eeting's, , 2 Section 5. Special Meetings' • 2 Section 6. ..4 - Public Meetings, Notice o, Meetings 2 x ti Section 7. Quorum . ' 2 Section 8. . , Order of Business 3 Section 9. Nonliability for Debts 3 Section 10. . A ndemnit 'b. Authority Litigation Expenses Liti ation Ex enses of ,,4- Y-: Y > :; \ `` Director, or Employee 3 . ARTI III. 1:4 'OBJECTS AND PURPOSES . Section 1. Nitrite of Objects and Purposes 4 Section 2. . Dist of Assets During Continuance of N`a. ti;. Authority 4 Sectie'n': ti 3:. W Dissolution 4 N.‘,..,. ES . �•.:. • ARTICLE IV. • ' GENERAL PROVISIONS Section 1. Payment of Money, Signatures 5 Section 2. Execution of Contracts 5 Section 3. Fiscal Year 5 Section 4. Amendment of By -Laws 5 i Seal Beach Public Financing Authority By -Laws SEAL BEACH PUBLIC FINANCING AUTHORITY By -Laws ARTICLE I .��. DEFINITIONS; OFFICES AND SEAL Section 1. Definitions. All capitalized - terms used herein shall. have the respective meanings given such terms' inn ") the Joint Exercise 'o f Powers Agreement, dated May 8, 2000 (the "Agreement y and between the City of Seal Beach (the "City ") and the Redevelopmen A`g`.ency of the City of Seal Beach (the "Agency ") j Section 2. Offices. The principal office o f.�the Authority for the transaction of business shall be 811 Eighth Street, BeaclCA 90740. The Board of Directors of the Authority may howeve.,r,,. fix and change from time to time the principal office from one location to another within the City of Seal Beach, . California, by not ni g the change of address in the minutes of the meeting of the Board at which the dress was fixed rhanged. The fixing or changing of such address: shall not e eemed a amendment to these By -laws. � •4y Section 3. Seal Th Authrity shall have a seal, consisting of two concentric circlesth the words�'Seal Beach Public Financing Authority" and with the date of establishment of the Authority. } yi IS — 1- Seal Beach Public Financing Authority By -Laws Error! Unknown document property name. ARTICLE II BOARD Section 1. Powers. Subject to the limitations of the Agreement, the terms of these By -laws, and the laws of the State of California, the powers of this Authority shall be vested in and exercised by and its property controlled and its affairs conducted by the Board of the Authority. Section 2. Number and Composition. The Board shall have five Directors. The sitting members of the City Council shall c stitute ,tthe members of the Board. The Mayor shall serve as the Chair, a the Mayors Pro Tempore shall serve as Vice Chair. The Vice Chair shall perform the duties othe Chair during the Chair's absence. '''' Section 3. Compensation and Rei bursemer=it °of Expenses'' Directors shall serve without compensation. Each Diirecto'r 'may be reimbursed for actual and necessary expenses incurred.�in. performance of official duties, including travel incident to services as Di ctor , .upon the' Board's approval at a duly noticed meeting. Any Directo . mayA elect, however, to decline said reimbursement. ti .n" �'' F Section 4. Requla Regul P meetings of the Board shall be held at the same time arplace as tte�Seal Beach City Council has regular meetings, at 7:00 p.m. at City - ‘11, 211 8th Street, Seal Beach, California. No notice of any regular meeting of the Board need be 'given to the Directors. Section5: Special Meetings. Special meetings of the Board shall be held whenever called byt Charman, any Vice Chairman, or by a majority of the Board Section 6:•';.Public Meetings; Notice of Meetings. All meetings of the Board shall be heldfi'n comp ia•nce with the Brown Act (California Government Code Sections 54950 I eta seq.) as such statute now exists or may hereafter be amended. s '4'� Section 7. Quorum. A majority of the Directors shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time. The affirmative votes of at least a majority of the Directors voting shall be required to take any action by the Board. -2- Seal Beach Public Financing Authority By -Laws Error) Unknown document property name. Section 8. Order of Business. The order of business at the regular meeting of the Board and, so far as possible, at all other meetings of the Board, shall be essentially as follows, except as otherwise determined by the Directors at such meeting: Report on the number of Directors present in person in order to determine the existence of a quorum. (a) Reading of unapproved minutes of previous meetings of the Board and the taking of action withrespect to approval s d thereof. flpic (b) Presentation and consideration; of reports of officers and committees. (c) Unfinished business. (d) New business. (e) Adjournment. . Section 9. Nonliability for Debts: T property of the Directors shall be exempt from execution or other' for any debts, liabilities or obligations of the Authority andtor shall be liable e or responsible for any debts, liabilities or obligations of theV\uthority. Section 10. Indemnity bv -Authority fo Litigation Expenses of Officer, Director or Employees S,$hould y an, D ec or off or employee of the Authority be sued, :eitl e.�r� alone with others, because he is or was a director, officer or p � em to -� ee` of theAutho ty in any proceeding arising out of his alleged �, Y p g g 9 misfeasance or nonfeasance in the performance of his duties or out of any alleged wrongful act against ‘e Authority or by the Authority, to the extent permittedby applicable aw, indemnity for his reasonable expenses, including attorneys ' fe s incurre in the defense of the proceedings, may be assessed against the Authorit�r, its receiver by the court in the same or a separate proceeding if the person sued acted in good faith and in a manner such person reasonably believed o be in the best interests of the Authority and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The amount of such indemnity shall equal the amount of the damages and expenses, including attorneys' fees, incurred in the defense of the proceeding. -3- Seal Beach Public Financing Authority By -Laws Error! Unknown document property name. ARTICLE III OBJECTS AND PURPOSES Section 1. Nature of Objects and Purposes. The business of this Authority is to be operated and conducted in the promotion of its objects and purposes as set forth in the Agreement. 4a Section 2. Distribution of Assets During Continuance of Authority. During the continuance of the Authority, it may distribute, of its assets to the Members of the Authority. If for any reason, the Me n rs are unable or unwilling to accept the assets of the Authority, said assets; s all be distributed to a state or local government for public purposes, or o a nonprofit fund, foundation or corporation, which is organized and operated: exclusively for charitable purposes. Section 3. Dissolution. The Authority may, with;` the approval Of all of the Members, be dissolved by majority vote of ties Directors if, at the time of such dissolution, the Authority has nortstanding in and is not a party to any outstanding material contractsUpon the dissolution or termination of this Authority, and after payment or provision o ,payment; •all debts and liabilities, the assets of this Authority shall be distributed to the 'Membe'rs of the Authority. If for any reason, the Mern� ar.,e unable .or a willing to accept the assets of the e Authority, said assets will bitirribute05 a state or local government for public purposes; or to a. nonprofit fund, foundation, or corporation, which is organized and operated for charitable pu` poses. ,.,•L • � � :. Ntik -4- Seal Beach Public Financing Authority By -Laws Error) Unknown document property name ARTICLE IV GENERAL PROVISIONS Section 1. Payment of Money, Signatures. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Authority and any and all securities owned by or held by the Authority requiring signature for transfer shall be signed or endorsed by the Treasurer. ' Section 2. Execution of Contracts. The Board.; texcept• as in the Agreement or in the By -laws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execs ute any contrac execute any instrument in the name of and on behalf of‘tfe Authority and suc `authority may be general or confined to specific instances es and unless so autt orized by the Board, no officer, agent or employee shalltove any power or authority to bind the Authority by any contract or engagement o°`r .to;piedge its credit or to render it liable for any purpose or in any amount. Nom. Section 3. Fiscal Year. The fiscal year *of the Authority shall commence on the 1st day of July of each year andshall end'omthe 30th day of June of the next succeeding year, ; " %we, Section 4. Amendment ofKBy- laws.'= These By -laws may be amended at any time and from ti a to time in: cordance with the limitations set forth herein. Passed, approved and adopted this �.2 day of December, 2010. ti Authority Chairman Attest: Authority Secretary -5- Seal Beach Public Financing Authority By -Laws Errorl Unknown document property name. BY -LAWS OF THE SEAL BEACH PUBLIC FINANCING AUTHORITY ARTICLE 1. DEFINITIONS; OFFICES AND SEAL Section 1. Definitions. All capitalized terms used herein shall have the respective meanings given such terms in the Joint Exercise of Powers Agreement, dated May 8, 2000 (the "Agreement "), by and between the City of Seal Beach (the "City ") and the Redevelopment Agency of the City of Seal Beach (the "Agency "). Section 2. Offices. The principal office of the Authority for the transaction of business shall be 811 Eighth Street, Seal Beach, CA 90740. The Board of Directors of the Authority may, however, fix and change from time to time the principal office from one location to another within the City of Seal Beach, California, by noting the change of address in the minutes of the meeting of the Board at which the address was fixed or changed. The fixing or changing of such address shall not be deemed an amendment to these By -laws. Section 3. Seal. The Authority shall have a seal, consisting of two (2) concentric circles with the words "Seal Beach Public Financing Authority" and with the date of establishment of the Authority. ARTICLE 2. BOARD Section 1. Powers. Subject to the limitations of the Agreement, the terms of these By -laws, and the laws of the State of California, the powers of this Authority shall be vested in and exercised by and its property controlled and its affairs conducted by the Board of the Authority. Section 2. Number.- and Composition. The Board shall have five (5) Directors. The sitting members of the City Council shall constitute the members of the Board. The Mayor shall serve as the Chair, and the Mayor Pro Tempore shall serve as Vice Chair. The Vice Chair shall perform the duties of the Chair during the Chair's absence. Section 3. Compensation.- and Reimbursement of Expenses. Directors shall serve without compensation but each. Each Director may be reimbursed his or herfor actual and necessary and actual expenses incurred in the performance of official duties, including travel incident to his- services as Director, .. : _pon the Board.. -'s approval at a duly noticed meeting. Any Director may elect, however, to decline said reimbursement. Section 4. Regular Meetings. Regular meetings of the Board shall be held on the or days and at the same time and place efas the regular meeting of thoSeal Beach City Council of the City.has re • ular meetin • s, at 7:00 p.m. at City Hall, 211 8th Street, Seal Beach. California. No notice of any regular meeting of the Board need be given to the Directors. -1 S7296- 1134 \1307123v -1-2 doc Section 5. Special Meetings. Special meetings of the Board shall be held whenever called by the Chairman, any Vice Chairman, or by a majority of the Board. Section 6. Public Meetings; Notice of Meetings. All proceedingsmeetings of the Board shall be . - - .. • . ' ► • .held in compliance with the Brown Act, - - - : - - ' • - ' - ! • • - - - £California Government Code, and • '4. • :- . -- . L.4 -- • • - -' .. . . - -- :.. - . .. - call and notice if a quorum is present and if either before or during the meeting each Director not minutes of the meeting. Sections 54950 et seq.) as such statute now exists or may hereafter be amended. Section 7. Section 8. Quorum. A majority of the Directors shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time. The affirmative votes of at least a majority of the Directors voting shall be required to take any action by the Board. Section 8. Section 9. Order of Business. The order of business at the regular meeting of the Board and, so far as possible, at all other meetings of the Board, shall be essentially as follows, except as otherwise determined by the Directors at such meeting: (a) Report on the number of Directors present in person in order to determine the existence of a quorum. (b) Reading of unapproved minutes of previous meetings of the Board and the taking of action with respect to approval thereof. (c) Presentation and consideration of reports of officers and committees. • (d) Unfinished business. (e) New business. (f) Adjournment. Section 9. Section 10. Nonliability for Debts. The private property of the Directors shall be exempt from execution or other liability for any debts, liabilities or obligations of the Authority and no Director shall be liable or responsible for any debts, liabilities or obligations of the Authority. Section 10. Section 11. Indemnity by Authority for Litigation Expenses of Officer. Director or Employee. Should any Director, officer or employee of the Authority be sued, either alone or with others, because he is or was a director, officer or employee of the Authority, in any -2- S7296 - 1134 \1307123v -(-2 doc proceeding arising out of his alleged misfeasance or nonfeasance in the performance of his duties or out of any alleged wrongful act against the Authority or by the Authority, to the extent permitted by applicable law, indemnity for his reasonable expenses, including attorneys' fees incurred in the defense of the proceedings, may be assessed against the Authority or its receiver by the court in the same or a separate proceeding if the person sued acted in good faith and in a manner such person reasonably believed to be in the best interests of the Authority and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The amount of such indemnity shall equal the amount of the damages and expenses, including attorneys' fees, incurred in the defense of the proceeding. ARTICLE 3. OBJECTS AND PURPOSES Section 1. Nature of Objects and Purposes. The business of this Authority is to be operated and conducted in the promotion of its objects and purposes as set forth in the Agreement. Section 2. Distribution of Assets During Continuance of Authority. During the continuance of the Authority, it may distribute any of its assets to the Members of the Authority. If for any reason the Members are unable or unwilling to accept the assets of the Authority, said assets shall be distributed to a state or local government for public purposes, or to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes. Section 3. Dissolution. The Authority may, with the approval of all of the Members, be dissolved by majority vote of the Directors if at the time of such dissolution, the Authority has no outstanding indebtedness and is not a party to any outstanding material contracts. Upon the dissolution or termination of this Authority, and after payment or provision for payment, all debts and liabilities, the assets of this Authority shall be distributed to the Members of the Authority. If for any reason the Members are unable or unwilling to accept the assets of the Authority, said assets will be distributed to a state or local government for public purposes; or to a nonprofit fund, foundation, or corporation which is organized and operated for charitable purposes. ARTICLE 4. GENERAL PROVISIONS Section 1. Payment of Money, Signatures. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Authority and any and all securities owned by or held by the Authority requiring signature for transfer shall be signed or endorsed by the Treasurer. Section 2. Execution of Contracts. The Board, except as in the Agreement or in the By -laws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any contract or execute any instrument in the name of and on behalf of the Authority and such authority may be general or confined to specific instances and unless so authorized by the Board, no officer, agent or employee shall have any power or authority to bind -3- S7296- 1134 \1307123v -1-2 doc the Authority by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount. Section 3. Fiscal Year. The fiscal year of the Authority shall commence on the 1st day of July of each year and shall end on the 30th day of June of the next succeeding year, Section 4. Amendment of By -laws. These By -laws may be amended at any time and from time to time in accordance with the limitations set forth herein. Passed, approved and adopted this _ day of December, 2010. Vice ChairmanChair ATTEST: Secretary -4- S7296- 1134 \1307123v -L2doc