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HomeMy WebLinkAboutReso 56-19 Approving Formation of MB Public Facilities Corp_Rev 2019-07-15. � � • ! • •'"• • • s :. • • � � • .' • � I � ' • :, I' ,. . a,.. • I :. '..• � a Ill � I, �.. a � •,.:. I '. • � ;a. a. 'i •. I'. • • •' s r • • • • •` • I • I • � - • • - - • • i - I ' •' I • - I • • - • '' �•s •' I • ' of the a o e-state recitals are true an correct a incor oaed herein by reference. • •' I • • I - • • • • • - • I . - • - - �' I • ' � r Ol 181.0032/558705.2 Manager on behalf of the City. The City Council hereby directs the Mayor to execute the Articles as on behalf of the City, and directs the City Manager to file the Articles of Incorporation with the Secretary of State, and with other state and federal agencies, as needed. Section 4. The City Council hereby approves the initial Bylaws of the Corporation in the form attached hereto as Exhibit "B" and incorporated herein by reference, including changes and additions as agreed to by the City Manager on behalf of the City as may be necessary or appropriate to accomplish the purposes hereof. Section 5. The City Manager, or his or her designee, is hereby authorized and directed to do any and all tasks necessary to carry out, perform, implement, and consummate any filings with the Internal Revenue Service and State of California as may be necessary to form the Corporation and accomplish the purposes of the Corporation. Section 6. The City Council hereby resolves that the members of the City Council shall serve as the Board of Directors of the Corporation, with new directors being seated at a meeting following the election to the City Council of new members or as provided in the Bylaws. In addition, the City Council resolves that: (a) The Mayor of the City of Morro Bay shall serve as President of the Board of Directors; (b) The Mayor Pro Tem shall serve as Vice President of the Board of Directors; and (c) The City Manager shall serve as Executive Director of the Corporation which shall be the Chief Executive Officer of the Corporation. (d) The Finance Director shall serve as Treasurer of the Corporation. (e) The City Clerk shall serve as Secretary of the Corporation Section 7. The City Council hereby authorizes the officers of the Corporation to pay such fees as required for accomplishing the non-profit status for the Corporation and such other filings as may be necessary. Section 8. this resolution . The City Clerk is hereby authorized and directed to certify the adoption of PASSED AND ADOPTED by the City Council, City of Morro Bay at a regular meeting thereof held on the 25th day of June 2019 by the following vote: AYES: NOES: ABSENT: ATTEST: Headding, Addis, Davis, McPherson None Heller ANA SWANSON, City Clerk ARTICLE I The name of this Corporation is "Morro Bay Public Facilities Corporation". ARTICLE II (a) This Corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public purposes. (b) The specific and primary purposes of this Corporation are: 1 To render financial assistance to the City of Morro Bay, a municipal corporation and political subdivision of the State of California, (herein sometimes referred to as the "City") by financing, acquiring, constructing, improving, leasing and selling land, buildings, improvements, equipment, utilities, landscaping and any other real or personal property used or useful for the public purposes of the City. 2 To acquire by lease, purchase or otherwise real or personal property or any interest therein; to construct, reconstruct, modify, add to, improve or otherwise acquire or equip land, buildings, structures, wastewater treatment plants, water reclamation facilities, water storage facilities or improvements and (by sale, lease; sublease, gift or otherwise) make any part or all of any such real or personal property available to or for the benefit of the public, the City or any one or more departments, commissions or agencies of the City. 3 To lend moneys or otherwise make financing available to the City for the acquisition, construction and improvement of land, buildings, improvements, equipment, utilities, landscaping and any other real or personal property used or useful for the public purposes of the City. 4 To borrow the necessary funds to pay the cost of financing, acquiring, constructing, replacing, establishing, improving, maintaining, equipping and operating such properties, utilities and facilities for the herein described purposes, the indebtedness for which borrowed money may, but need not, be evidenced by securities of the Corporation of any kind or character issued at any one or more times, which may be either unsecured or secured by any mortgage, trust deed, pledge, encumbrance or other lien upon any part of or all of the properties, assets, revenues and funds at any time then or thereafter owned or acquired by this Corporation. 5 To conduct its business and affairs so that the City will have a beneficial interest in the Corporation, including without limitation engaging the services of one or more consultants, attorneys, financial advisors and other persons whose services shall be necessary or desirable in connection with the purposes authorized hereunder; 6 To receive limited or cononal gifts or grants intrust, inter vivos, or by way of testamentary devises, bequests or grants in trust, or otherwise, funds of all kinds including property, both real, personal and mixed, whether principal or income, tangible or intangible, present or future, vested or contingent, in order to carry on the purposes of the Corporation; and 7 To perform any and all acts and things and exercise any and all powers that may now or hereafter be lawful for the Corporation to do or exercise under and pursuant to the laws of the State for the purpose of accomplishing any of the foregoing purposes of the Corporation. ARTICLE III The name and address in the State of California of this Corporation's initial agent for service of process is: Dana Swanson, 595 Harbor Street, Morro Bay, California 93442. The initial street and mailing address of this Corporation is 595 Harbor Street, Morro Bay, California 93442. ARTICLE IV (a) This Corporation is organized and operated exclusively for social welfare purposes within the meaning of Section 501(c)(4) of the Internal Revenue Code. (b) Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on by the Corporation exempt from federal income tax under Section 501(c)(4) of the Internal Revenue Code. ARTICLE V The property of this Corporation is irrevocably dedicated to social welfare purposes and no part of the net income or assets of this Corporation shall ever inure_ to the benefit of any director, officer or member thereof or to the benefit of any private person. ARTICLE VI No substantial part of the activities of this Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for political office. 01181.0032/5573992 2 ARTICLE VII (a) During the continuance of this Corporation, it may distribute any of its assets to the City of Morro Bay. If for any reason the City is unable or unwilling to accept the assets of the Corporation, said assets will be distributed to the United States of America, the State of California, or any political subdivision thereof, to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable or social welfare purposes and which has established its tax—exempt status under Section 501(c)(3) or 501(c)(4) of the internal Revenue Code of 1954, as amended. (b) Upon the dissolution or winding up of this Corporation, its assets remaining after payment of, or provision made for the payment of, all debts and liabilities of the Corporation, shall be distributed to the City. If for any reason the City is unable or unwilling to accept the assets A the Corporation, said assets will be distributed to the United States of America, the State of California, or any political subdivision thereof, or to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable or social welfare purposes and which has established its tax—exempt status under Section 501(c)(3) or 501(c)(4) of the Internal Revenue Code, as amended. Any amendment to these Articles of Incorporation shall be effective only if it is approved by the City Council of the City of Morro Bay. 1N WITNESS WHEREOF, the this / day of July 2019. ign�i, has executed these Articles of Incorporation, G, Mayor 01181.0032/557399.2 3 � � • s �, • � • • •• • •- - -• • - - -• • •' • ••- •'' • -• .' f • • '-• by the Board of Directors. The Corporation may exercise all powers authorized by law to achieve its purposes. ,. • • � - tiection• •'! • • • ' ! �'a• as • • i!. •IF,iirectors shall be held at such time as the Board may fix by resolution and suchmeetings shall I R. 11 respects, conform to provis f the Government Code o • • •P�#11141twe •! • I • • a• • .! •a • • Brown Act. oticed and held in accordance with the Brown Act. Directors greater num• expressly • • a• bystatute, bythe Articles of • •• . i tif the Corporation, or by these Bylaws, 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 the act of the Board ` • � � i • � a ! •� • • - � a a• !' as •; • _ 3oard of a • and, • far as possible,other meetingsof _ i•. • of Directors,be ssentially as follows, except as otherwise determined by the Directors at such meeting: (a) Report on the number of Directors present in person in orderto determine the existence of a quorum. tAM• • - • • • •- • .•• • -• (d) Presentation and consideration of reports of officers and committees. (e) Election of Directors/Officers (as necessary). (f) Unfinished business. (g) New business. •irovided, howeverthe event of •' •Director'sposition shall remain ntil a new member of the City Council of the City is elected to fill such Director's position. Such he acceptance of such resignation shall not be necessary to make it effective. Any Director may be : a a 8 0 irectors, the notice of • • other things,indicates - s of one or • irectors identifiedthereinbeconsidered at such meeting. Section 11. Nonmillabillity for Debts. The private property of the Directors shall be exempt drector shall be liable or respo Sir) any cleots, liabilities or obligations OT tne uorporation. Ol 181.0032/557398.2 • • � •' •• ! • a., • • a . � •� •' • •a i ice' #�•. a s a.. a a s a a a a • a • . s •• . • ••'- .• . i • • a •' ••'' . • •• • '' • •, • . • i• • •' • •• . • . a � a a �. � !;: • � • • • • • . • . • � .I � a • a . . a 1, r • a . a � . L a • a . •' • a • a . a � • . •,: • � a • . • • • • • • � - � f a l a •, ••; • • � a .i •' • , . � f • a ,. 01181.0032/557398.2 •' • - -' i• •- • • �' •• � •' • •'' • - • I n the absence of the Executive Director, t . •- •'' • - • • • • • - •, � l •' • - • - • •• • - � - •- •' - - � • � I • � • - • - • • � �. . - - . - � - •'- •, - • • • . . - • •.. •' • .' • - •'. - .' i•. • •' � � • . • •'' • -- •' • - .. • -• - • - - -• • - - � - • • - • - - � - �- l .; • - - � • - • •• Ol 181.0032/5�7398.2 reasurer / cieposit an monies I ! ! a, v:1 I • + in -,, name I • • a crealt • ion in such depositories as may be designated by the Directors, He/She shall disburse the i' of f •! ! be ordered by Board of a •render tothe President • �; • / •Freasurer and of the financial condition of thiAm f' i � a i a ! • 11 ♦ f f f -' • /Corporation, shall take proper vouchers for all a a I., a. and • a Assistant Treasurers ,./a order •a of their seniority • / specified aa•'. by a, Directors / in a absence or disability of aSecretary a r aI or a Treasurer, -.'a respectively, ..a..:a perform ..• r, • a ,ind exercise the powers of the Secretary or Treasurer and shall perform such duties as the Board • ectorsprescribe. iiperated and conducted in the promotion of objects• purposes as set fortha11of krticles of Incorporation. by the action of the Board o irectors in accordance with the provisions of California law. 1pon e dissolution of the Corporation, and after payment or provision for payment, all debts and liabilities, the assets of the Corporation shall be distributed to the City. If for any reason the City is unable or unwilling to accept the assets of the Corporation, said assets will be distributed to the Federal Government; 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 and which has established its tax�exempt status under Section 501 "c3 or 501 "c4 of the Internal Revenue Code of 1954, as amended. he Corporation and I I • I'. securities owned ` • by or held by the Corporation requiring •f' signature or transfer shall be signed or endorsed by such person or persons and in such manner as from a to time shall be determined aa• by a Board of Directors. Section 2. Execution of Contracts. The Board of Directors, except as in the Bylaws r execute any contract or execute any instrument in the name of and on behalf of the Corporation .1nd such authority may be general or confined to specific instances and unless so authorized by the .'oard of Directors no officer agent or employee shall have any power or authority to bind the 'Its credit or to render it liable for any ,orporation by any contract or engagement or to pledge 1 wrpose or in any amount. Section 3. Fiscal Year. The fiscal year of the Corporation shall commence on the 1 st 01181.0032/557398.2 • � •• • <. • •�' ! -• .` • •- -•' -' - •, •"' . • � • � mil.. • � • a � • � • - -' . - - .' i •. • • • '. • - � � • �r • 01181.0032/�57398.2 ECRETARY'S CERTIFICATE e esi e, o ere Y ce is 1.That I am the duly elected and acting Secretary of th or ratio, California nonprofit public benefit corporation; and at e ore of a s co sit o a full, true and correct co o t e said r or ion in full force and effect as of the date hereof. IN WITNESS WHEREOF, I have hereunto subscribed my na e this th dayof P 01181.0032/557398.2