HomeMy WebLinkAboutItem 4.10 Non-Profit Facilitate Public Info Program CITY OF DUBLIN
AGENDA STATEMENT
CITY COUNCIL MEETING DATE: January 14, 1985
SUBJECT Establishment of Non-Profit Corporation to Facilitate
Public Information Program
EXHIBITS ATTACHED Draft Articles of Incorporation; Draft Bylaws for
Dublin Information, Inc .
RECOMMENDATIO U N Authorize the Ivlayor to execute the Declaration as
Incorporator and Direct the City Attorney to file the
necessary documents with the Secretary of State
FINANCIAL STATEMENT: Initial cost of incorporation - $220 State fee +
minimal expenses for City Attorney time to process the
documents . Sufficient funds are budgeted in the Legal
Services Account of the 1984-85 Budget .
DESCRIPTION The City Council has identified the need to communi-
cate and solicit input from the community on City services and activities .
The Recreation Department has developed and distributed two brochures
outlining programs and classes sponsored by the City of Dublin. This
brochure has been mailed to each household within the Dublin San Ramon
Services District boundaries . The inclusion of the San Ramon residents in
this mailing was a requirement of the Shannon Community Center lease and is
desirable to effectively market the programs offered at the Shannon
Community Center.
City Staff has been working on a comprehensive public information program
which will address both the distribution of information related to community
activities and the need to obtain feedback on the current provision of City
services . This program will be presented to the City Council at its regular
meeting on January 2S , 1985 .
Staff has investigated methods by which the City can provide public
information in a cost effective manner. Several cities throughout the State
of California have utilized the development of a non-profit corporation to
obtain reduced postage rates . The City currently pays 7 . 40 for each
recreation brochure which is mailed . This bulk mailing rate requires that
the brochures be bundled in quantities which correspond to each individual
carrier route . If the City were to establish a corporation which held a
non-profit status , the cost of mailing would be reduced to 5 . 2¢ per item
mailed. If the City had qualified for this reduced postage for the mailing
of the Winter Recreation Brochure , a savings of approximately $250 would
have been realized . Given the City ' s current commitment to producing a
recreation brochure and the interest in providing a community newsletter, it
is recommended that the City pursue the establishment of a non-profit
corporation.
Attached are the Draft Articles of Incorporation and Bylaws for Dublin
Information , Inc . These documents have been reviewed by the City Attorney.
The Bylaws establish a Board of Directors consisting of 7 members . Each
member of the City Council would be a member of the Board of Directors along
with the City Manager, who would serve as Secretary. The City Manager would
appoint a City Staff member who would serve as Finance Officer for the
Corporation. The initial filing cost will be $220. The City has the option
of filing for an exemption for $200 of the filing fee , however, this will
lengthen the time necessary for the issuance of the Corporation' s non-profit
status and this additional cost would be offset by the savings of mailing
the City' s next brochure . It is estimated that the certification process
without requesting a fee waiver, will take from one to three months .
It is recommended that the City Council authorize the INlayor to sign the
Declaration of the Articles of Incorporation and direct the City Attorney to
file the necessary documents with the Secretary of State .
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COPIES TO :
ITEM NO. di , /0
BYLAWS OF THE
DUBLIN INFORMATION, INCORPORATED
ARTICLE I . OFFICES
Principal Office
Section 1 . 01 . The principal office of the Corporation for
the transaction of its business is located at the City of Dublin
City Offices, 6500 Dublin Blvd. , Suite 101 Dublin, California.
Change of Address
Section 1. 02 . The Board of Directors is hereby granted full
power and authority to change the principal office of the Corpor-
ation from one location to another in the County of Alameda,
California. Any such change shall be noted by the Secretary of
these Bylaws .
ARTICLE II . MEMBERS
Classification of Members
Section 2 . 01 . There shall be only one class of membership
in the Corporation. The members of the Corporation shall be the
persons named in these Bylaws to act as the first directors of
the Corporation. The members shall have the power to admit new
members or to fill vacancies in the membership, provided that no
person shall be eligible except an individual who also has been
approved for membership by the City Council of the City of
Dublin. Membership shall continue until terminated as provided
in Section 2 . 02 hereof .
Section 2 . 02 . Subject to the provisions of Section 2 .04
hereof, membership of any member shall terminate upon the
resignation or death of such member. The membership of any
member also may be terminated by the vote of a majority of all of
the members exclusive of such member, except that no member may
be terminated without also having been terminated by the City
Council of the City of Dublin.
Section 2 . 03 . No membership, or any right arising
therefrom, shall be transferable and any purported transfer
thereof shall be void and of no force or effect.
Section 2 . 04 . No member shall have any right or interest
in any property of the Corporation. Each member shall be
entitled to one vote and may vote or act .either in person or by
proxy.
Section 2 . 05 . No member shall be liable for any dues or
assessments .
Meeting Place and Time of Meeting
Regular Meetings
Section 2 .06 . (a) The members shall meet annually, without
call or notice, on the fourth Monday of January of each year at The
Dublin Library, 7606 Amador Valley Blvd. , Dublin at 7 : 30 p.m. , or as
changed from time to time as specified in Section 1 . 02 of these Bylaws .
Special Meetings
(b) Special meetings of members shall be called by the
Chairman and held at such place as is fixed by Section 2 . 07 (a) of
these Bylaws for regular meetings of members . Special meetings
shall be held on not less than 10 nor more than 90 days written
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notice by first class mail, postage prepaid. Notice of the
special meeting need not be given to any member who signs a
waiver of notice or a written consent to the holding of meetings,
or who attends the meeting without protesting prior thereto or at
its commencement, the lack of such notice to such member. All
such waivers , consents, and approvals shall be filed with the
corporate records or made part of the minutes of the meeting .
Quorum
(c) A quorum at any meetings of members shall consist of
a majority of the members . The members present at a duly called
or held meeting at which a quorum is present may continue to
transact membership business until adjournment notwithstanding
the withdrawal of enough members to leave less than a quorum, if
such action taken, other than adjournment, is approved by at
least a majority of members required to constitute a quorum. In
the absence of a quorum, any meeting of members may be adjourned
from time to time by the vote of a majority of votes represented
in person, but no other business may be transacted except as
provided herein.
Conduct of the Meeting
Chairman
Section 2 . 07. (a) The person who is Mayor, or in that
person' s absence , the Pviayor Pro Tempore of the City of Dublin
shall be the Chairman of and shall preside over the meeting of
the members .
Secretary
(b ) The Secretary of the Corporation shall act as the
Secretary of all meetings of members ; provided that in that
person' s absence , the Chairman shall appoint another person to
act as Secretary to the meeting.
ARTICLE III . DIRECTORS
Number
Section 3 . 01 . The Corporation shall have seven (7)
Directors . Collectively the Directors shall be known as the
Board of Directors .
(qualifications
Section 3 . 02 . (a) One (1 ) Director of the Corporation
shall be the City Manager for the City of Dublin. One (1 )
Director of the Corporation shall be the Administrative Assistant
to the °City Manager, for the City of Dublin or other City employee
as designated by the City Manager. The other five ( 5 ) Directors
of the Corporation shall be those individuals elected or
appointed as Councilmembers to the City Council of the City of
Dublin.
(b) The Chairman of the Board of Directors.
shall be the Mayor of the City of Dublin, the Vice Chairman of
the Board shall be the Mayor Pro Tempore of the City of Dublin,
and the Secretary of the Board of Directors shall be the City
Manager of the City of Dublin.
Term of Office
Subject to the provisions of Section 3 . 02 , the Directors
shall each serve as a Director for that period of time during
which each holds said position. At such time as a person is
appointed or elected to any of said positions, that person's term
as Director shall automatically begin.
. Compensation
Section 3 . 04 . The Directors shall serve without
compensation, except that they may be reimbursed for necessary
and reasonable expenses incurred in the performance of their
duties as Directors .
MEETINGS
Call of Meetings
Section 3 . 05 . (a) Meetings of the Board may be called by
the Chairman of the Board, the Vice Chairman, the Secretary, or
any two (2 ) Directors .
Place of Meetings
(b) All meetings of the Board shall be
held at the principal office of the Corporation as specified in
Section 2 .06 of these Bylaws or as changed from time to time as
provided in Section 1 . 02 of these Bylaws .
Time of Regular Meetings
(c ) Regular meetings of the Board shall be
held, without call or notice, on the fourth Monday of January, of
each year at 7 : 30 p.m. ; provided, however, that should said day
fall upon a legal holiday, then said meeting shall be held at the
same time on the next day thereafter ensuing which is not a legal
holiday.
Special Meetings
(d) Special meetings of the Board may be
called by the Chairman of the Board, the Vice Chairman, the
Secretary or any two ( 2 ) Directors . Special meetings shall be
held on four (4 ) days ' notice by first-class mail, postage
prepaid, or on forty-eight hours ' notice delivered personally or
by telephone or telegraph. Notice of the special 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 such 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 .
Quorum
(e) A majority of the authorized number of
Directors constitutes a quorum of the Board for the transaction
of business, except as hereinafter provided.
Transactions of the Board
( f) Except as otherwise provided in the
Articles , in these Bylaws, or by law, every act or decision done
or made by a majority of the Directors present at a meeting duly
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held at which a quorum is present is the act of the Board,
provided however, that any meeting at which a quorum was
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 or such greater number as is required by the law,
the Articles , or by these Bylaws .
Amendment of the Bylaws
(g) Amendment of these Bylaws shall be by
a majority vote of the then-present Directors, provided, however,
that a vote for amendment may not be called unless a majority of
those members of the Board present at the meeting who also are
Councilmembers of the City of Dublin give approval to such
amendment.
Adjournment
(h) A majority of the Directors present,
whether or not a quorum is present, may adjourn any meeting to
another time and place . If the meeting is adjourned for more
than twenty-four ( 24 ) hours , notice of the adjournment to another
time or place must be given prior to the time of the adjourned
meeting to the Directors who were not present at the time of the
adjournment.
Action Without Meeting
Section 3 . 06 . Any action required or permitted to be taken
by the Board may be taken without a meeting, if all members of
the Board individually or colletively consent in writing to such
action. Such written consent or consents shall be filed with
the minutes of the proceedings of the Board. Such action by
written consent shall have the same force and effect as the
unanimous vote of such Directors .
ARTICLE IV. OFFICERS
Number, Qualifications , and Titles
Section 4 . 01 . (a) The officers of the Corporation shall be
a Chairman, a Vice Chairman, a Secretary, a Chief Financial
Officer, and such other officers with such titles and duties as
shall be determined by the Board and as may be necessary to
enable it to sign instruments . Any number of offices may be held
by the same person, except that neither the Secretary nor the
Chief Financial Officer shall serve concurrently as the Chairman
of the Board.
(b) The officers of the Corporation shall be
those persons mentioned in this subsection. Subject to the
provision of Sections 4 . 04 and 4 . 02 , the officers of the
Corporation known as the Chairman shall be the Mayor of the City
of Dublin; the officer of the Corporation known as the Vice
Chairman shall be the Mayor Pro Tempore of the City of Dublin;
the officer of the Corporation known as the Secretary shall be
the City Manager of the City of Dublin; and the officer of the
Corporation known as the Chief Financial Officer shall be
designated by the Secretary/City Manager of the City of Dublin.
i
Appointments
Section 4.02 . The officers of the Corporation shall be
chosen by and shall serve at the pleasure of the Board of.
Directors , subject to the rights , if any, of an officer under any
contract of employment .
Duties of an Officer
Chairman
Section 4. 03 . (a) The Chairman shall be the general
manager and chief executive officer of the Corporation and shall
have , subject to the control of the Board of Directors ,
supervision, direction, and control of the business and affairs
of the Corporation. Such officer shall preside at all meetings
of the Board of Directors . Such officer shall perform all duties
incident to the office of the Chairman and such other duties as
may be required by law, by the Articles of Incorporation, or
these Bylaws , or which may be prescribed from time to time by the
Board of Directors .
Vice Chairman
( b ) In the absence of the Chairman, or in
the event of that person ' s inability or refusal to act, the Vice
Chairman shall perform all the duties of the Chairman, and when
so acting, shall have all the powers of, and be subject to all
the restrictions on, the Chairman. The Vice Chairman shall have
such other powers and perform such other duties as may be
prescribed by law, by the Articles, or by these Bylaws, or any
may be prescribed by the Board of Directors .
Secretary
(c ) The Secretary shall keep or cause to
be kept at the principal office of the Corporation, or such other
place as the Board of Directors may order, a book of minutes of
all meetings of the Board of Directors . The Secretary shall
perform such other and further duties as may be required by law
or as may be prescribed or required from time to time by the
Board of Directors .
Chief Financial Officer
(d) The Chief Financial Officer of the
Corporation shall keep and maintain in written form or in any
other form capable of being converted into written form, adequate
and correct books and records of account of the properties and
business transactions of the Corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains and
losses . The books and records of account shall at all times be
open to inspection by any Director of the Corporation. The Chief
Financial Officer shall deposit all monies and other valuables in
the name of and to the credit of the Corporation with such
depositaries as may be designated by the Board of Directors . The
Chief Financial Officer shall disburse the funds of the
Corporation as ordered and in a manner prescribed by the Board of
Directors , and shall render to the Chairman and the Directors , on
request , an account of all such officer' s transactions as Chief
Financial Officer, and of the financial condition of the
Corporation. The Chief Financial Officer shall perform such
other and further duties as may be required by law or as may be
prescribed or required from time to time by the Board of
Directors or these Bylaws .
Resignation and Removal of Officers
Section 4. 04. any officer other than those named in Section
4 .01 may resign at any time or written notice to the Corporation
without prejudice to the rights , if any, of the Corporation under
any contract to which the officer is a party. Officers other
than those named in Section 4. 01 may be removed with or without
cause at any meeting of the Board of Directors by the affirmative
vote of a majority of all of the Directors .
ARTICLE V . CORPORATE RECORDS AND REPORTS
Keeping Records
Section 5 . 01 . The Corporation shall keep adequate and
correct records of account and minutes of the proceedings of its
Board , and committees of the Board. The minutes shall be kept in
written form. Other books and records shall be kept in either
written form or in any other form capable of being converted into
written form.
Annual Report
Section 5 . 02 . The Board shall cause an annual report to
be prepared not later than one hundred twenty ( 120 ) days after
the close of the fiscal year which shall be the calendar year.
The report shall contain all the information required by Section
6321 (a) of the Corporations Code and shall be accompanied by any
report thereon of independent accountants, or if there is no such
report, the certificate of an authorized officer of the
Corporation that such statements were prepared without audit from
the books and records of the Corporation. The annual report
shall be furnished to all Directors.
Annual Statement of Certain Transactions and Indemnifications
Section 5 . 03 . The Corporation shall furnish annually a
statement of any transaction or indemnification described in
Section 6322 (d) and ( 3 ) of the Corporations Code, if such
transaction or indemnification took place . Such annual statement
shall be affixed to and sent with the annual report described in
Section 5. 02 of these Bylaws .
Dated:
Incorporator
ARTICLES OF INCORPORATION
OF
DUBLIN INFORMATION, INCORPORATED
'The name ' of 'this Corpora Eion is Dublin Information, # '
v t <
Incorporated.
II
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
both public and charitable purposes .
III
The purposes for which this Corporation is formed 'are: _
(a) to establish and maintain 'an ;adequate line of - �
communication between the City of Dublin and its resident 1
citizens to the end that the residents will be aware .of .the
general conditions, including the problems, of the City and
of general matters of continuing interest to residents of
the City of Dublin;
(b) To provide training, educational, vocational and
professional development programs for City of Dublin
employees and residents .
(c ) to provide for the distribution of information
describing events and activities of interest to Dublin
residents and when approved by the Board of Directors , to
include the service areas of other public -agencies whose
boundaries -include the City of Dublin.*`
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' residents)
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:'Notwithstanding �any:'�of•'�the aboveS"4tistat ?em yl ents�of,. burposes ands'� i. l,
powers , this Corporation shall not engage in activities or :- -
exercise any powers that in themselves are not in furtherance of
the purposes set forth in subparagraphs (a) (b) (c ) and -(d) for
this Article .
IV
The name and complete address in the State of California for
this Corporation' s initial agent for service of process is :
Mr. Michael R. Nave , Dublin City Attorney
1220 Howard Avenue , Suite .250
Burlingame, . CA 94010 4211 {
E
(a) The property of this Corporation is irrevocably
dedicated to the purposes set forth above and no part of the net
income or assets of this organization shall never inure to the
benefit of any Director, member, or Officer thereof , or to the
benefit of any private persons .
(b) On the dissolution or winding up of the Corporation,
its assets remaining after payment of, or provisions for payment, :
of all debts and liabilities of this Corporation shall be
distributed to the City of Dublin.
VI
Notwithstanding any 'other provision in these :Articles of ;t..
Incorporation, the Corporation shall be subject to the .following
limitations and restrictions :
(a) The Corporation shall distribute its income for each
taxable year at such time and in such manner .as not to .become
subject to the tax on undistributed income imposed by Section
4942 of the Internal Revenue Code of 1954 ; : '
(b) The Coporation shall not engage in any ..act of :-self
dealing as .defined in Section 4941 (d) of the Internal Revenue
vc. ,Code of 1954 ;
•(c) :'The Corporation shall not .retain any excess business ° +r
holdings as defined in Section 4943 (c) of .the ..Internal :Revenue ,
Code of 1954 ;
(d) The Corporation shall not make any investments in such
manner as to subject it to tax under Section 4944 of the Internal
Revenue Code of 1954 ;
(e ) The Corporation shall not make any taxable expenditures
as defined in Section 4945 (d) of the Internal Revenue Code of
1954 ;
(f ) This Corporation is, organized and operated exclusively
I
for public and charitable purposes within the meaning of Section
501 (c) ( 3 ) of the Internal Revenue Code;
(g) The Corporation shall not carry on any other activities
not permitted to be carried on by a corporation exempt from
federal income tax under Section 501 (c) ( 3 ) of the Internal Code
of 1954 (or the corresponding provision of any future Internal
Revenue Code ) or by corporation contributions which are
deductible under Section 170 (c ) ( 2 ) of the Internal Revenue Code
of 1954 (or the corresponding provision of any future Internal
Revenue Code ) .
Dated:
Incorporator
DUBLIN INFORMATION, INCORPORATED
6500 Dublin Boulev . Suite 101
Dublin, California X68
DECLARATION
I hereby declare that I am the person who
executed the foregoing Article of Incorporation,
which signature is my act and deed.
Incorporator
Mayor of the City of Dublin
California
Dated: