Loading...
HomeMy WebLinkAbout1991-07-09 - RESOLUTIONS - PFA TIME PLACE MTG (2)S-CLR3-04 RESOLUTION NO. JPA 91-2 A RESOLUTION OF THE SANTA CLARITA PUBLIC FINANCING AUTHORITY FIXING THE TIME AND PLACE FOR THE REGULAR MEETING AND PROVIDING THE MANNER IN WHICH SPECIAL MEETINGS OF THE AUTHORITY MAY BE CALLED, ESTABLISHING A SEAL FOR THE AUTHORITY, DIRECTING THE FILING OF A NOTICE OF FORMATION WITH THE SECRETARY OF STATE, DESIGNATING AN OFFICIAL MEETING ADDRESS AND ESTABLISHING THE RULES AND REGULATIONS OF THE AUTHORITY. BE IT RESOLVED by the Santa Clarita Public Financing Authority (the "Authority"), a joint exercise of powers agency created by agreement of the City of Santa Clarita, California (the "City") and the Redevelopment Agency of the City of Santa Clarita (the "Agency"), as follows: 1. REGULAR MEETINGS. The regular meetings of the Board of Directors (the "Board") of the Authority shall hereafter be held on the second and fourth Tuesdays of each month following the regular City Council and Agency meetings. If any regular meeting falls on a holiday, such regular meeting shall be held on the next business day at the same hour. 2. SPECIAL MEETINGS. Special meetings of the Board shall be held upon the call of the Chairman of the Board, or by a majority of the Directors thereof, by delivering personally or by mail written notice to each Director, and to each local newspaper of general circulation, radio or television station requesting notice in writing. Such notice shall be delivered personally or by mail and shall be received at least twenty-four (24) hours before the time of such meeting as specified in the notice. Such written notice may be dispensed with as to any Director who at or prior to the time the meeting convenes files with the Secretary of the Authority a written waiver of notice. Such waiver may be given by telegram. Such written notice may also be dispensed with as to any Director who is actually present at the meeting at the time it convenes. Such call and notice shall specify the time and place of the special meeting and the business to be transacted. No other business shall be considered at such meeting. 3. MEETING PLACE. All meetings of the Board shall be held at the regular meeting place of the Authority, unless the Board shall adjourn to or fix another place of meeting in a notice to be given thereof, or unless prevented by flood, fire or other disaster. Said regular meeting place is hereby fixed and established in the City of Santa Clarita City Hall, 23920 Valencia Boulevard, Suite 300, Santa Clarita, California. 4. ORDER OF BUSINESS. The order of business at the regular meetings of the Board shall be as from time to time determined by the Board. 5. SEAL. The Authority shall have an Official Seal consisting of two (2) concentric circles with the words "Santa Clarita Public Financing Authority" within the outer circle and " July 9, , 1991"1 the date of formation of the authority, within the inner circle. The Secretary shall obtain the Seal at the Authority's expense and shall have custody of the Seal. 6. SECRETARY OF STATE. The Secretary shall cause a notice of the formation of the Authority to be duly filed with the Secretary of State of the State of California. 7. OFFICE AND MAILING ADDRESS. The office of the Authority and its official mailing address are hereby fixed and established at City of Santa Clarita, 23920 Valencia Boulevard, Suite 300, Santa Clarita, California 91355. 8. RULES AND REGULATIONS. The Rules and Regulations of the Authority in the form attached hereto as Exhibit A, are hereby approved and adopted as the official rules and regulations of the Authority. 9. This resolution shall take effect immediately upon its passage and adoption. -2- PASSED, APPROVED AND ADOPTED by the Santa Clarita Public Financing Authority at a regular meeting thereof held on the 9th day of July , 1991. Chairman -3- I, George A. Carayalho , Secretary of the Santa Clarita Public Financing Authority, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Santa Clarita Public Financing Authority at a regular meeting of said Authority on the 9th day of July 1991, and that it was so adopted by the following vote: AYES: DIRECTORS: Darcy, Heidt, Klajic, Boyer NOES: DIRECTORS: ABSENT: DIRECTORS: McKeon ABSTAIN: DIRECTORS: -4- EXHIBIT A RULES AND REGULATIONS OF THE SANTA CLARITA PUBLIC FINANCING AUTHORITY ARTICLE I Section 1.01. Definitions. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Joint Powers Agreement, dated July 9th , 1991, between the City of Santa Clarita, California (the "City") and the Redevelopment Agency of the City of Santa Clarita (the "Agency") establishing the Santa Clarita Public Financing Authority. ARTICLE II BOARD OF DIRECTORS Section 2.01. Powers. Subject to the limitations of the Agreement, the terms of these Rules and Regulations, and the laws of the State, the powers of the Authority shall be vested in and exercised by and its property controlled and its affairs conducted by the Board. Section 2.02. Regular Meetings. Regular meetings of the Board shall be held at such time as the Board may fix by resolution from time to time, and if any day so fixed shall fall upon a legal holiday, then, upon the next succeeding business day at the same hour. No notice of any regular meeting of the Board need be given to Directors. Section 2.03. Special Meetings. Special meetings of the Board shall be held whenever called by the Chairman, any vice Chairman, or by a majority of the Directors. Section 2.04. Public Meetings. All proceedings of the Board shall be subject to the provisions of the Ralph M. Brown Act, constituting Chapter 9 of Part 1 of Division 2 of Title 5 of the California Government Code, and notice of the meetings of the Authority shall be given in. accordance with such Act. All legislative sessions of the Board, whether regular or special, shall be open to the public. Section 2.05. Ouorum. Three (3) of the members of the Board shall constitute a quorum for the transaction of business. Section 2.06. Method of Action. The Board shall act only by ordinance, resolution or motion, which to become effective, shall be adopted by the affirmative vote of not less than a majority of the members of the Board voting. Section 2.07. Recording Vote. Except where action shall be taken by unanimous vote of all members present and voting, the Ayes and Noes shall be taken on all actions had. Section 2.08. Adjournment. The Board may adjourn any regular, adjourned regular, special or adjourned special meeting to a time and place specified in the order of adjournment. Less than a quorum may so adjourn from time to time. If all members are absent from any regular or adjourned regular meeting, the Secretary may declare the meeting adjourned to a stated time and place and shall .cause a written notice of the adjournment to be given in the same manner as provided for special meetings, unless such notice is waived as provided for special meetings. A copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the regular, adjourned regular, special or adjourned special meeting was held within twenty-four (24) hours after the time of the adjournment. When a regular or adjourned regular meeting is adjourned as herein provided, the resulting adjourned regular meeting is a regular meeting for all purposes. When an order of adjournment of any meeting fails to state the hour at which the adjourned meeting is to be held, it shall be held at the hour specified for regular meetings. Section 2.09. Hearings - Continuance. Any hearing being held, or noticed or ordered to be held, by the Board. in the same manner and to the same extent set forth for the adjournment of meetings; provided, that if the hearing is continued to a time less than twenty-four (24) hours after the time specified in the order of notice of hearing, a copy of the order or notice of continuance of hearing shall be posted immediately following the meeting at which the order or declaration of continuance was adopted or made. Section 2.10. Order of Business. The order of business at the regular meeting of the Board and,.so far as ,., possible, 'at all other meetings of the Board, shall be essentially as follows, except as otherwise determined by the Directors at such meeting: A-2 (a) Report on the number of Directors present in person in order to determine the existence of a quorum. (b) Reading of the notice of the meeting and proof of the delivery or mailing thereof, or the waiver or waivers of notice of the meeting then filed, as the case may be. (c) Reading of unapproved minutes of previous meetings of the Board and the taking of action with respect to approval thereof. (d) Presentation and consideration of reports of officers and committees. (e) Unfinished business. (f) New business. (g) Adjournment. Section 2.11. Resignation/Replacement of Direc- tors. Any Director may resign at any time by giving written notice to the Chairman or to the Board. Such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective; provided, however, that so long as the members of the City Council constitute the Board of Directors to the Authority, such resignation shall only be effective upon the effective resignation of such member from the City Council. Cessation in office as a Councilmember is an automatic removal from the Board of Directors of the Authority which vacancy is filled by the person succeeding to office for that Councilmember position. Section 2.12. 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 2.13. Should any Director, officer or employee of the Authority be sued, either alone or with others, because he or she is or was a director, officer or employee of the Authority, in any proceeding arising out of his or her alleged misfeasance or nonfeasance in the performance of his or her duties or out A-3 of any alleged wrongful act against the Authority or by the Authority, indemnity for his or her reasonable expenses, including attorneys' fees incurred in the defense of the proceedings, may be assessed against the Authority or its receiver by the court in the same or a separate proceeding if the person sued acted in good faith and in a manner such person reasonably believed to be in the best interests of the Authority and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The amount of such indemnity shall equal the amount of the expenses, including attorneys' fees, incurred in the defense of the proceeding. ARTICLE III OFFICERS Section 3.01. Officers. The officers of the Authority shall be a Chairman, a Vice Chairman, a Secretary and such other officers as the Board may appoint. When the duties do not conflict, one person, other than the Chairman, may hold more than one of these offices. Section 3.02. Election of Officers. The Chairman, Vice Chairman and Secretary shall be chosen annually by the Board and each shall hold office until such officer shall resign or shall be removed or otherwise shall be disqualified to serve or his or her successor shall be elected and qualified to serve. Section 3.03. Subordinate Officers. The Board may elect. or authorize the appointment of such other officers than those hereinabove mentioned as the business of the Authority may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Rules and Regulations, or as the Board from time to time may authorize or determine. Section 3.04. Chairman. The Chairman shall preside at all meetings of the Board and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board or be prescribed by these Rules and Regulations. The Chairman shall also be the chief corporate officer of the Authority and shall, subject to the control of the Board, have general supervision, direction and control of the business and officers of the authority. He shall preside at all meetings of the Board. He shall be ex officio member of all standing committees, and shall have A-4 the general powers and duties of management usually vested in the office of Chairman of a public corporation and shall have such other powers and duties as may be prescribed by the Board or by these Rules and Regulations. Section 3.05. Vice Chairman. In the absence or disability of the Chairman, 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 of the restrictions upon the Chairman. The Vice Chairman shall have such other powers and perform such other duties as may from time to time be prescribed for them, respectively, by the Board or by these Rules and Regulations. Section 3.06. Secretary. The Secretary shall keep or cause to be kept a book of minutes at the principal office or at such other place as the Board may order, of all meetings of the Directors, with the time and place holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at the Directors' meetings and the proceedings thereof. The Secretary shall give or cause to be given notice of all meetings of the Board, shall keep the corporate records in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board or these Rules and Regulations. ARTICLE IV OBJECTS AND PURPOSES Section 4.01. Nature of Obiects 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 4.02. Distribution of Assets Durina Continuance of Authority. During the continuance of the Authority, it may distribute any of its assets to the Members. If for any reason the Members are unable or unwilling to accept the assets of the Authority, said assets shall be distributed to the Untied States government, or 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 4.03. Dissolution. The Authority may, with the approval of all of the Members, be dissolved if at the time of such dissolution the Authority has no outstanding indebtedness and is not a party to any A-5 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. If for any reason the Members are unable or unwilling to accept the assets of the Authority, said assets will be distributed to the United States government or to a state or local government for public purposes or to a nonprofit fund, foundation, or corporation which is organized and operated for charitable purposes. ARTICLE V GENERAL PROVISIONS Section 5.01. 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 5.02. Execution of Contracts. The Board, except as in the Agreement or in the Rules and Regulations 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 5.03. Construction of Public Capital Improvements. The Board shall cause Public Capital Improvements to be acquired and constructed pursuant to contracts awarded competitively or on a negotiated basis, whichever the Board determines is in the best interests of the Authority, which determination shall be final and incontestable. Section 5.04. 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 5.05. Amendment of Rules and Regulations. These Rules and Regulations may be amended at any time and from time to time by majority vote of the Board. A-6