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HomeMy WebLinkAboutPFA Res 10-01 2010-12-02 RESOLUTION NUMBER PFA - 1 0-01 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 L / ,,./ /fir 461. * i� �0i NOES: Board Members / ABSENT: Board Members Tc ABSTAIN: Board Members • Authority Chair ATTEST: Sec etary /City Clerk 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. . S ec etary/City Clerk SEAL BEACH PUBLIC FINANCING AUTHORITY � BY -LAWS December 2, 2010 • { CITY OF SEAL BEACH PUBLIC FINANCING AUTHORITY BY -LAWS TABLE OF CONTENTS ARTICLE I. DEFINITIONS; OFFICES AND SEAL Section 1. Definitions 1 Section 2. Offices 1 Section 3. Seal 1 ARTICLE II. BOARD Section 1. Powers 2 Section 2. Number and Composition 2 Section 3. Compensation and Reimbursement of Expenses 2 Section 4. Regular Meetings 2 Section 5. Special Meetings 2 Section 6. Public Meetings: Notice of Meetings 2 Section 7. Quorum 2 Section 8. Order of Business 3 Section 9. Non - liability for Debts 3 Section 10. Indemnity by Authority 3 ARTICLE III. OBJECTS AND PURPOSES Section 1. Nature of Objects and Purposes 4 Section 2. Distribution of Assets During Continuance of Authority 4 Section 3. Dissolution 4 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 SEAL BEACH PUBLIC FINANCING AUTHORITY By -Laws ARTICLE I DEFINITIONS; OFFICES AND SEAL Section 1. Definitions. A. 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 "). B. Members: means the City and the Agency. C. Treasurer: means the Treasurer of the Authority appointed pursuant to section 6505.6 of the California Government Code, the person performing the function of chief financial officer of the City is hereby designated as the Treasurer of the Authority. 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 (the "Board ") 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 concentric circles with the words "Seal Beach Public Financing Authority" and with the date of establishment of the Authority. 1305961 Resolution Number PFA 10 -01 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 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. Each Director may be reimbursed for actual and necessary expenses incurred in the performance of official duties, including travel incident to services as Director, upon 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 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. No notice of any regular meeting of the Board need be given to the Directors. Section 5. Special Meetings. Special meetings of the Board shall be held whenever called by the Chair, Vice Chair, or by a majority of the Board. Section 6. Public Meetings; Notice of Meetings. All meetings of the Board shall be held in compliance with the Brown Act (California Government Code Sections 54950 et seq.) as such statute now exists or may hereafter be amended. Section 7. Quorum. A majority of the Directors shall constitute a quorum for the transaction of business. The affirmative votes of at least a majority of the Directors voting shall be required to take any action by the Board. No quorum is needed to adjourn a meeting. 1305961 Resolution Number PFA 10 -01 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 with respect to approval thereof. (b) Presentation and consideration of reports of officers and committees. (c) Unfinished business. (d) New business. (e) Adjournment. Section 9. 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. Indemnity by Authority. Authority shall defend, indemnify, and hold each Director, officer or employee of the Authority, the City of Seal Beach, the Seal Beach Redevelopment Agency, and each of their respective officials, officers, employees, volunteers and agents (collectively "Indemnitees ") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of the Authority, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the criminal conduct or willful misconduct of the indemnitee. 1 1305961 Resolution Number PFA 10 -01 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. 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. 1 1305961 Resolution Number PFA 10 -01 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, 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 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 2nd day of December, 2010. a>�i'G(/ Authority Chair Attest: r A 1 /L AI / Authority Secretary 1305961