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HomeMy WebLinkAboutBylaws 4 BYLAWS OF THE SEAL BEACH CABLE COMMUNICATIONS FOUNDATION (A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION ) GWS40-30A 111 TABLE OF CONTENTS Page ARTICLE I - OFFICES 1 Section 1. Principal Office 1 ARTICLE II - MEMBERSHIP 1 Section 1. Members 1 Section 2 . Associates 2 ARTICLE III - DIRECTORS 2 Section 1. General Corporate Powers 2 Section 2 . Specific Powers 3 Section 3 . Number of Directors 4 Section 4 . Selection and Term of Office 4 Section 5 . Vacancies 4 Section 6 . Restriction on Interested Directors 5 ® Section 7 . Place of Meetings; Meetings • by Telephone 5 Section 8 . Annual Meetings 6 Section 9 . Other Regular Meetings 7 Section 10. Special Meetings 7 Section 11. Quorum 8 Section 12. Waiver of Notice 9 Section 13 . Adjournment - 9 Section 14 . Action Without Meeting 9 Section 15 . Fees and Compensation 10 Section 16. Removal of Director 10 ARTICLE IV - COMMITTEES 10 Section 1. Committees of Directors 10 Section 2. Meetings and Actions of Committees 11 ARTICLE V - OFFICERS 12 Section 1 . Officers 12 Section 2 . Election of Officers 13 Section 3 . Subordinate Officers 13 Section 4 . Removal of Officers 13 -i- GWS40-30B Page Section 5. Resignation of Officers 14 Section 6 . Vacancies in Offices 14 Section 7 .. Responsibilties of Officers 14 ARTICLE VI - INDEMNIFICATION OF DIRECTORS, .OFFICERS EMPLOYERS, AND OTHER AGENTS 18 6 Section 1. Definitions 18 Section 2 . Indemnification in Actions by Third Parties 19 Section 3 . Indemmnification in Actions by or in the Right of the Corporation 20 Section 4. Indemnification Against Expenses 21 Section 5 . Required Determinations 21 Section 6 . Advance of Expenses 22 Section 7 . Other Indemnification 22 Section 8 . Forms of Indemnification Not Permitted 23 4 Section 9. Insurance 23 Section 10 . Nonapplicability to 'Fiduciaries of Employee Benefit Plans 24 ARTICLE VII - MISCELLANEOUS 24 Section 1. Execution of Checks and Drafts24 Section 2 . Execution of Contracts. . . . . . 24 Section 3 . Representation of Shares of Other Corporation 25 Section 4 . Maintenance and Inspection of Articles and Bylaws 25 Section 5 . Maintenance and Inspection of Other Corporate Records 26 Section 6 . -Indemnification of City 26 ARTICLE VIII - CONSTRUCTION 27 ARTICLE IX - AMENDMENTS 27 CERTIFICATE OF SECRETARY • • -ii- BYLAWS OF THE SEAL BEACH CABLE COMMUNICATIONS FOUNDATION (A California Nonprofit Public Benefit Corporation) ARTICLE I OFFICES Section 1. Principal Office. The principal office for the transaction of the business of the corpora- tion shall be located at 211 Eighth Street , City of Seal Beach , California 90740. The directors may change the principal office from one location to another within the iCity of Seal Beach. Any change of the location shall be noted by the secretary on these Bylaws opposite this section, or this section may be amended to state the new location. ARTICLE II MEMBERSHIP. Section 1. Members. The corporation shall have no members. Any action which would otherwise require approval by a majority of all members or approval by the members shall require Only approval by the board of directors. All rights which would otherwise vest in the members shall vest in the directors. 1 GWS40-2A Section 2. Associates. The corporation may refer to persons associated with it as "members" even though such persons are not members within the meaning of that term under Section 5056 of the California Nonprofit Corporation Law or any corresponding section of any future California nonprofit corporation law. The corporation may confer by amendment of its Articles of Incorporation, some or all of the rights of a member, as set forth in the California Nonprofit Public Benefit Corporation Law, upon any person or persons who do not have the right to vote for the selection of directors, on disposition of substantially all of the assets of the - corporationl, on a merger or on a dissolution, or on changes of the corporation 's Articles of Incorporation or these Bylaws, but no such person shall be a member within the meaning of that term under Section 5056 of the California Nonprofit Corporation Law or any corresponding section of any future California nonprofit corporation law. ARTICLE III DIRECTORS Section 1. General Corporate Powers. Subject to the provisions of the California Nonprofit Public Benefit Corporation Law, the Articles of Incorporation and these -2- GWS40-3A Bylaws, the business and affairs of the corporation shall be managed, and all corporate powers shall be exercised by or under the direction of the board of directors. Section 2 . Specific Powers. Without prejudice to these general powers, and subject to the same limita- tions, the directors shall have the power to: ( a) Select and remove all officers, agents, and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation, and with these Bylaws; and fix their compensation with the consent of the City Council of the City. of Seal Beach, California, • (b) Change the principal office from one location to another within the City of Seal Beach; and cause the corporation to be qualified to do business in any other state, territory, or country, and conduct business within or outside the State of California. ( c) Adopt, make, and use a corporate seal and alter the form of the seal and certificate. (d) Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the corporation' s purposes, in the corporate name, promissory notes, bonds , debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of ® debt and securities; provided, however, that no indebtedness -3- GWS40-4A which is to be repaid by moneys paid to the corporation by or at the direction of the City of Seal Beach, California shall be incurred by the corporation without the prior consent of the City Council of such City. Section 3 . Number of Directors. The authorized number of directors shall be five until changed by amendment of the Articles of Incorporation or of this Section 3 . Section 4 . Selection and Term of Office. Directors shall be selected by the City Council of the City of Seal Beach , California. Each director shall hold office for a term of two years unless such director is removed pursuant to Section 16 below or such office is vacated pursuant to ® Section 5 below. Section 5. Vacancies . Subject to the provisions of Section 5226 of the California Nonprofit Public Benefit Corporation Law, any director may resign effective upon giving written notice to the Chairman of the Board, the President , the Secretary or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be selected before such time , to take office when the resignation becomes effective. Vacancies in the board of directors shall be filled by the City Council of the City of Seal Beach, California. Each director so selected shall hold office -4- GWS40-5A • for the remainder of the unexpired term of the office being filled unless such director is removed pursuant to Section 16 below, or such office is vacated pursuant to this Section 5. A vacancy or vacancies in the board of directors shall be deemed to exist in case of the death, resignation, or removal of any director, or if the authorized number of directors is increased. The board of directors may declare vacant the office of a director who has been declared of unsound mind by a final order of any court, or convicted of a felony, or found by a final order of any court to have breached any duty arising under Article 3 of the California Nonprofit • Public Benefit Corporation Law. , No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of the director 's term of office. Section 6. Restriction on Interested Directors. No director shall participate in a decision of the board of directors in which such director has a material financial interest. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the corporation. Section 7 . Place of Meetings; Meetings by Tele- phone. Regular meetings of the board of directors shall be held at any place within the City of - Seal Beach, California, -5- • / GWS40-6A / that has been designated from time to time by resolution of the board. In the absence of such designation, regular meetings shall be held at the principal office of the corporation. Special meetings of the board shall be held at any place within the City of Seal Beach, California, that has been designated in the notice of the. meeting or, if not stated in the notice, or if there is no notice, at the principal office of the corporation. Under exigent circum- stances, a regular or special meeting, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another. Meetings of the board of directors shall be ® open and public. Section B . Annual Meetings. The annual meeting of the board of directors shall be held on the third Monday of April each year, at 7: 00 o' clock p.m. ; provided, however, that should that day fall upon a legal holiday, then any such annual meeting of the board of directors shall be held at the same time and place on the next day thereafter ensuing which is not a legal holiday. At such meeting, officers of the corporation shall be elected, reports of the affairs of the corporation shall be considered, and any other business may be transacted. Notice of this meeting shall not be required. -6- !! R GWS40-7A 411 Section 9 . Other Regular Meetings. Other regular meetings of the board of directors shall be held without call of notice at such time as shall from time to time be fixed by the board of directors. Section 10 . Special Meetings . Special meetings of the board of directors for any purpose or purposes may be called at any time by the Chairman of the Board , the President, any Vice President , the Secretary or any two directors. Special meetings of the board of directors shall be held upon four days ' notice by first-class mail or S twenty-four hours ' notice given personally or by telephone, telegraph, telex, or other similar means of communication. Any such notice shall be addressed or delivered to each director at such director 's address as it is shown upon the records of the corporation or as may have been given to the corporation by the director for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held . Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally . delivered to the recipient or is delivered to a common -7- GWS40-8A carrier for transmission, or actually transmited by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the receiver. Under exigent circumstances, notice of a special meeting may be given personally or by telephone, telegraph, telex, or other similar means of communications , upon less than twenty-four hours notice. Section 11. Quorum. A majority of the authorized number of' directors constitutes a quorum of the board of directors for the transaction of business, except to adjourn as provided in Section 13 of this Article III . Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, unless a . greater. number is required by law or by the Articles of Incorporation, except as provided in the next sentence. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors , if any action taken is approved by at least a majority of the required quorum for such meeting. -8- GWS40-9A '• Section 12 . Waiver of Notice. Notice of a meeting need not be given to any director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting , or who attends the meeting without protesting , prior thereto or at its commencement , the lack of notice to such director. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. • Section 13 . Adjournment . A majority of the directors present, whether or not a quorum is present , may adjourn any directors ' meeting to another time and place iwithin the City of Seal Beach, California: Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place is fixed at the meeting adjourned, except that if the meeting is adjourned for more than 24 hours , notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment. Section 14 . 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 -9- GWS40-10A 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. Section 15. Fees and Compensation. With the consent of the City Council of the City of Seal Beach , California, directors and members of committees may receive such compensation, if any , for their services, and such reimbursement of expenses, as may be determined by resolution of ttie board of directors to be just and reasonable. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent , employee, or otherwise, and, with the ® consent of the City Council ofthe City of Seal Beach, California, receiving compensation therefor. Section 16. Removal of Director. The City Council of the City of Seal Beach, California, may at any time, with cause, remove any director upon giving notice to the board of directors of the removal. ARTICLE IV COMMITTEES Section 1. Committees of Directors . The board of directors may, by resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more directors, to serve at •; -10- • GWS40-11A the pleasure of the board. The board of directors may appoint, in the same manner, alternate members of any committee who may replace any absent member at any meeting of the committee. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except that no committee, regardless of board resolution, may: ( a ) fill vacancies on the board of directors or in any committee; .(b) fix compensation of the directors for serving on the board 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 or repealable; (e ) appoint any other committees of the board of directors or the members of these committees; (f ) approve any transaction ( 1 ) to which the corporation is a party and one or more directors have a material financial interest ; or ( 2) between the corporaton 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 . Section 2 . Meetings and Actions of Committees. Meetings and actions of committees shall be governed by , • -11- GWS40-12A • and held and taken in accordance with, the provisions of Article III of these Bylaws, concerning meetings of directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the board of directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept • of each meeting of any committee and shalt be filed with the corporate records . The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws. ARTICLE V OFFICERS Section 1. Officers. The officers of the cor- poration shall be a president , a secretary, a chief financial officer, and an advisory director. The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents, one or more assistant secretaries , one or more assistant treasurers, and • -12- GWS40-13A • such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V. Any number of offices may be held by the same person, except that neither. the secretary nor the chief financial officer may serve concurrently as either the president or the chairman of the board. Section 2. Election of Officers . The officers of the corporation, except the advisory director or those officers appointed in accordance with the provisons of Section 3 of this Article V, shall be chosen by the board of directors , and each shall serve at the pleasure of the board, subject to the rights, if any, of an officer under any contract of employment. Section 3 . Subordinate Officers. The board of directors may appoint, and may authorize the chairman of the board or the president or another officer to appoint, any other officers that the business of the corporation may require, each of whom shall have the title, hold office for the period , have the authority, and perform the duties specified in these Bylaws or determined from time to time by the board of directors. Section 4 . Removal of Officers. Any officer may be removed, with or without cause, by the board of directors, at any regular or special meeting of the board, or, except in case of an officer chosen by the board of directors, by • -13- GWS40-14A an officer on whom such power of removal may be conferred by the board of directors. Section 5 . Resignation of Officers. Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Section 6 . Vacancies in Offices . A vacancy in any office because of death, resignation , removal , disqualifi- cation, or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office. Section 7 . Responsibilties of Officers . ( a) Chairman of the Board. If such an officer be elected, the chairman of the board shall preside at meetings of the board of directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the board of directors or prescribed by these Bylaws. If there is no president , the chairman of the board shall , in addition, be the chief executive officer of the corporation and shall have the powers and duties prescribed in paragraph (b) below. -14- GWS40-15A • • (b) President. Subject to such supervisory powers as may be given by the board of directors to the chairman of the board, if any, the president shall, subject to the control of the board of directors, generally super- . vise, direct, and control the business and the officers of the corporaton. The president shall preside, in the absence of the chairman of the board , or if there be none, at all meetings of the board of directors . The president shall have such other powers and duties as may be prescribed by the board of directors or these Bylaws. (c) Vice Presidents . In the absence or disabil- ity of the president, the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of direc- tors, shall perform all duties of the president and when so acting shall have all the powers of , and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from 'time to time may be prescribed for them respectively • by the board of directors or the chairman of the board. (d) Secretary. The secretary shall attend to the following : ( i ) The secretary shall keep or cause to be kept, at the principal office or such other place as the board of directors may direct, a .book of minutes of all meetings and -15- GWS40-16A actions of directors, committees of directors, with the time and place of holding, whether regular or special , and, if special, how authorized, the notice given, the names of those present at such meetings , and the pro- ceedings of such meetings. (ii ) The secretary shall keep, or cause to be kept, at the principal office, as determined by resolution of the board of directors, record of the corporate directors, showing the names of all directors and their addresses. ( iii ) The secretary shall give, or cause to be given, notice of all meetings of the board of directors • required by these Bylaws to be given. The secretary shall keep the seal of the corporation in safe custody. The secretary shall have such other powers and perform such other duties as may be prescribed by the board of directors or these Bylaws. (e ) Chief Financial Officer. The chief financial officer shall attend to the following: ( i ) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabiities, receipts. disbursements, gains, losses, capital , retained earnings, and other matters -16- GWS40-17A customarily included in financial statements. The books of account shall be open to inspection by any director at all reasonable times. ( ii ) The chief financial officer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositories as may be desig- nated by the board of directors; shall disburse the funds of the corporation as may be ordered by the board of directors; shall render to the president and directors, whenever they request it, an account of all of the transactions as chief financial officer and of the financial condition of the corporation; and shall have other powers and perform such • other duties as may be prescribed by the board of directors or these Bylaws. (iii ) If required by the board of directors, the chief financial officer shall give the corporation a bond in the amount and with the surety or sureties specified by the board for faithful performance of the duties of that office and for restoration to the corporation of all its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the chief financial officer upon the death, resignation, retirement, or removal from office thereof. ( iv) The chief financial officer shall provide • the City Council of the City of Seal Beach, California, on a -17- GWS40-18A monthly basis, an accounting of all receipts and expenditures of the corporation. ( f ) Advisory Director. The advisory director shall be the station manager of the City of Seal Beach cable communications system. The advisory director shall serve the board of directors in an advisory capacity and perform such duties as prescribed by the board of directors from time to time. ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES , AND OTHER AGENTS, Section 1. Definitions. For the purposes of this Article VI , "agent" means any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise, at the request of such predecessor corporation; "proceeding" means any threatened, ending, or completed action or proceeding, whether civil, criminal , administrative, • -18- GWS40-19A or investigative; and "expenses" includes without limitation attorneys ' fees and any expenses of establishing a right to indemnification under Section 4 or 5(b) of this Article VI. Section 2. Indemnification in Actions by Third Parties . The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor, an action brought under Section 5233 of the California Nonprofit Public Benefit Corporation Law, or an action brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust ) , by reason of the fact that such person is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding , had no reasonable cause to believe the conduct of such person was unlawful . The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not , of itself, create a presumption that the person did not act in good • faith and in a manner which the person reasonably believed -19- GWS40-20A to be in the best interests .of the corporation or that the person had reasonable cause to believe that the person 's conduct was unlawful . Section 3 . Indemmnification in Actions by or in the Right of the Corporation. The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation, or brought under Section 5233 of the California Nonprofit Public Benefit Corporation Law, or brought by the Attorney General or a person granted relator status by the Attorney General for breach of duty relating to assets held in charitable trust , to procure a judgment in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the corporation, and with such care, including reasonable- inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 3: ( a) In respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to • the corporation in the performance of such person 's duty to • -20- GWS40-21A the corporation, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circum- stances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine; (b) Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or (c) Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval , unless it is settled with the approval of the Attorney General . Section 4 . Indemnification Against Expenses. To the extent that a agent of the corporation has been successful on the merits in defense of any proceeding referred to in Section 2 or 3 of this Article VI or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith. Section 5 . Required Determinations . Except as provided in Section 4 of this Article VI any indemnification under this Article VI shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances -21- GWS40-22A because the agent has met the applicable standard of conduct set forth in Section 2 or 3 of this Article VI , by: (a ) A majority vote of a quorum consisting of directors who are not parties to such proceeding; or (b) The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney , or other person rendering services in connection with the defense, whether or not such application by the agent, attorney , or other person is opposed by the corporation. Section 6 . Advance of 'Expenses. Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article VI . Section 7. Other Indemnification. No provision made by the corporaton to indemnify its or its subsidiary 's directors or officers for the defense of any proceeding, whether contained in the Articles of Incorporation, these Bylaws , a resolution of directors, an agreement, or otherwise, . shall be valid unless consistent with this Article VI. -22- GWS40-23A Nothing contained in this Article VI shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise. Section 8 . Forms of Indemnification Not Permitted. No indemnification or advance shall be made under this Article VI , except as provided in Section 4 or 5 ( b) , in any circumstances where it appears: ( a) That it would be inconsistent with a provision of the Articles of Incorporation, these Bylaws, or an agreement in effect - at the time of the accrual of the ' alleged cause of action asserted in the proceeding in which the expenses were incurred or otherwise amounts were paid, • which prohibits or otherwise limits indemnification; or (b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement . Section 9. Insurance. - The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent 's status as such whether or not the corpora- tion would have the power to indemnify the agent against such liability under the provisions of this Article VI, provided, however, that a corporation shall have no power to purchase and maintain such insurance to indemnify any agent -23- GWS40-24A of the corporation for a violation of Section 5233 of the California Nonprofit Public Benefit Corporation Law. Section 10 . Nonapplicability to Fiduciaries of Employee Benefit Plans . This Article VI does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in such person 's capacity as such, even though such person may also be an agent of the corporation as defined in Section 1 of this Article VI . The corporation shall have power to indemnify such trustee, investment manager, or other fiduciary to the extent permitted by subdivision ( f ) of Secton 207 of the California General Corporation Law. • . ARTICLE VII MISCELLANEOUS Section 1. Execution of Checks and Drafts. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the board of directors. Section 2. Execution of Contracts. The board of directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of • -24- GWS40-25A • and on behalf of the corporation, and such authority may be general or confined to specific instances; and unless so authorized by the board of directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit to render it liable for any purpose or to any amount. Section 3 . Representation of Shares of Other Corporations . The president or any vice president or the secretary or assistant secretary of the corporation from time to time designated by general resolution of the board of directors , and acting individually and without necessity for specific resolution, are authorized to vote, represent and exercise on behalf of the corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the corporation. The authority herein granted to such officers to vote or repre- sent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised either by such officers in person or by any person' authorized so to do by proxy or power of attorney duly executed by such officers. Section 4 . Maintenance and Inspection of Articles and Bylaws. The corporation shall keep at its principal office the original or a copy of the Articles of Incorporation . and these Bylaws as amended to date, which shall be open to • -25- GWS40-26A • inspection by any councilmember, officer or employee of the City of Seal Beach, California, or any director at any reasonable times during usual business hours. Section 5. Maintenance and Inspection of Other Corporate Records. The accounting books, records, and minutes of proceedings of the board of directors and any committees of the board of directors shall be kept at such place or places designated by the board of directors, or, in the absence of such designation, at the principal office of the corporation. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept either in written or typed form or in any other form capable of being converted into written, typed, or printed form. The minutes and accounting books and records shall be open to inspection on the written demand of any councilmember, or the City Manager or his or her authorized representative, or any director at any reasonable time during usual business hours. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary corporation of the corporation. Section 6. Indemnification of City. The corporation shall indemnify and hold harmless the City of Seal Beach, California, its councilmembers, officers and employees • -26- GWS40-27A aiL against any liability arising out of the actions or inactions of the corporation , or its board of directors, officers, employees, consultants, agents or independent contractors. The corporation shall obtain a policy of public liability insurance with a combined single limit of not less than $1 ,000,000 , naming the City of Seal Beach, California, and its councilmembers, officers and employees as additional insureds. ARTICLE VIII CONSTRUCTION Unless the content requires otherwise, the general provisions , rules of construction, and definitions in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person. ARTICLE IX AMENDMENTS New Bylaws may be adopted or these Bylaws may be amended or repealed by approval of the directors, provided • -27- GWS40-28A ti however, that the subject matter contained in Article I, Sections 2 , 3 , 4 , 5 , 7 , 10 , 13 , 15 and 16 of Article III, Section 7 of Article V, Sections 4 , 5 and 6 of Article VII and this Article IX, may only be amended or repealed by approval of the directors and the City Council of the City of Seal Beach, California. • all -28- February 7, 1984 MEMORANDUM TO: Honorable Mayor and City Council FROM: Daniel P. Joseph, Assistant City Manager REGARDING: Seal Beach Cable Communication Foundation Attached please find the following items which have been prepared by the City Attorney with respect to setting up a "non-profit" cable communications foundation: 1 ) Articles of Incorporation 2) Bylaws 3) Memorandum from the City Attorney. As you are aware, the City receives an annual grant of $75,000 from Group W to be used for local origination programming and community promotion related to cable communications. In an effort to create a vehicle by which those funds can be distributed, the Seal Beach Cable Communications Foundation is proposed to be established. The proposed Foundation calls for a .five-member Board of Directors to be appointed by the City Council for a two year term. City staff would provide the Board with staff support. The Board is proposed to be a lay organization not comprised of City officials. Because the Board will be involved in decisions of local television programming, it is felt that the City should not become involved for fear of First Amendment rights violators. (The City Attorney will have more to say on that matter at the Council meeting. ) RECOMMENDATION It is recommended that the City Council approve for execution the Bylaws and Articles of Incorporation subject to the final approval 'of the City Attorney. Daniel P. Jos- 01 DPJ:pg NOTED AND APPROVED: /." Allec'J. Parker City Manager ® AGENDA ITEM #U • May 17, 1984 Me ' • MEMORANDUM TO: Honorable Mayor and City Council FROM: Daniel P. Joseph, Assistant City Manager SUBJECT: Cable Television Foundation Enclosed please find a memorandum from the City Attorney requesting the establishment of a Cable Television Foundation. As you recall , this • foundation would be the vehicle for the use of the annual $75,000 grant from Group W Cable for local origination programming and community events. The by—laws and articles of incorporation have been revised by the City Attorney to reflect those concerns expressed by the City Council at its meeting of February 13, 1984. This item will appear on the City Council agenda for May 29, 1984. Daniel P. Joseph/ DPJ/gkb • Attachment NOTED AND APPROVED: J. Parker, City Manager ; AGENDA ITEM #T • ®!- TO: Mayor and Members of the City Council FROM: Gregory W. Stepanicich DATE: May 8, 1984 RE : Local Origination Programming (Bylaws of the Seal Beach Cable Communications Foundation) You will recall that the City Staff and our office cooperated in the preparation of the preliminary draft of Bylaws of the Seal Beach Cable Communications Foundation which were presented to the City Council at its regular meeting of February 13, 1984. Those bylaws were drafted with certain goals, two of which were (i) that the Foundation be given a certain amount of autonomy so as to insulate the City of Seal Beach from any liability associated with actions or inactions of the Foundation , and (ii) to provide the Foundation with a high degree of flexibility to transact business and exercise its powers in an orderly fashion and in accordance with the California Nonprofit Corporation Law. At that meeting, certain concerns regarding the Bylaws were expressed by Councilmembers . We have attempted to address those concerns and have enclosed a revised draft of the Bylaws of the Foundation. For your convenience, the revisions to the previous draft are underlined. Most of those changes are self-explanatory; however, please note the following: (i) we were requested to clarify the provisions of Section 2 , Article II on Page 2. The term "member" is commonly used to refer to a person who is associated with a nonprofit corporation. However, the term "member" also has a particular legal signi- ficance under the California Nonprofit Corporation Law and you will note that under Section 1 of Article II , the corporation does not have any "members. " The purpose of Section 2 is to provide that the Foundation may refer to persons as "members" • without conferring a status of legal significance under the California Nonprofit Corporation Law; (ii) the Foundation may only have a principal office within the City of Seal Beach; (iii) compensation may only be fixed with the consent of the City Council; (iv) no director may participate in any decision of the board in which that director has a material financial interest; (v) meetings of the board of directors shall be held within the City of Seal Beach and special meetings may be held by telephone conference only under exigent circumstances; (vi) to the extent practicable , meetings of the board of directors are to be open and public; 411. --2-- (vii) the Foundation is to provide the City Council with monthly accountings of receipts and expenditures; (viii) the Foundation is to indemnify the City and maintain insurance naming the City as an additional insured; and (ix) no amendment of significant provisions of the Bylaws may be made without the consent of the City Council . If you have any further questions, please do not hesitate to contact us. --3--