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HomeMy WebLinkAboutCouncil Resolution 1031RESOLUTION NO. i A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CENTRAL POINT, APPROVING THE PROPOSED BY-LAWS TO FORM ANON-PROFIT FOUNDATION AND AUTHORIZING THE CITY TO SUBMIT SAID BY- LAWS FOR STATE APPROVAL WHEREAS, the Park Commission members will serve on the foundation board. WHEREAS, the Board shall consist of the 5 Park Commission members and 5 members "at large" appointed by the Mayor and City Council. WHEREAS, the purpose of the Parks Foundation is to acquire assets through grants, donations to be used by the City for public park and recreation purposes; increase public awareness to understand and preserve the natural resources and Parks & Recreation of Central Point. WHEREAS, the City be authorized to apply for a Public Benefit Corporation non- profit status under the Internal Revenue Code 501(c)(3) and will be organized for a public or charitable purpose. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CENTRAL POINT, OREGON, approves the proposed Parks Foundation By-Laws and forms aNon-Profit organization.~/ f Mayor Hank Williams ATT .FIST: /% i (' ~ ~ ~ ,! City Recorder ~~ Approved by me this l~day of August, 2004~r ~~` Mayor Hank Williams CENTRAL POINT PARKS FOUNDATION BY-LAW S Proposed ARTICLE I. Board of Directors 1. AUTHORITY The Board of Directors shall manage the business and affairs of the Foundation. 2. QUALIFICATIONS Board members must have demonstrated an interest in parks and recreation and be committed to working in cooperation with representatives of other agencies, as well as the staff, to create a successful foundation. They must have specific experience and/or knowledge to meet a board need (e.g., administration, finance, personnel, program development, evaluation, law, fund-raising, public relations, communications, or community representation.) They must have available time to commit. 3. ELECTION & TERM OF OFFICE The Directors shall be appointed by Mayor & City Council at the organizational meeting. Park Commission members of the board serve terms which run concurrent with there appointments as Park Commissioners. Other members of the Foundation Board, shall have terms of two years. Any vacancy maybe filled by City Council appointment. A Director may serve a maximum of 3 two year terms, not including the completion of any unexpired term. 4. MEMBERSHIP There shall be at least 5 Directors of this Foundation and no more than 10, whose positions shall be numbered. The members of the Central Point Parks Commission are automatically members of the Board of Directors. The Board should be represented by one City Council representative, one teen, one senior and one from education. 5. BOARD AUTHORITY TO CREATE COMMITTEES The Board may create standing or ad hoc committees or advisory committees to promote the purposes of the Foundation. Members of these committees need not be members of the Board. Each authorized committee shall include at least one Board member. 6. STANDING COMMITTEES OF THE BOARD The Board shall establish an Executive Committee, comprised of the Officers of the Board. This Executive Committee shall be authorized to make interim decisions required to be made between full Board meetings. Those decisions required to be made by the Executive Committee shall he reviewed at the next scheduled full Board meeting. The Board shall establish a Finance Committee, of which the Treasurer shall be a member. The Finance Committee shall oversee the disbursement of funds, compliance with the Foundation's budget, and other ongoing financial concerns of the Foundation. Treasure shall report at each full Board meeting and make funding allocations only after a recommendation to Park Commission and approval of City Council. Standing Committees established by the Board may include the following: a nominating committee and volunteer committee. 7. REMOVAL Should a Director demonstrate a cause or conduct inconsistent with the purposes of the Foundation, such cause of conduct shall constitute grounds for a) mediation of the conflict, or b) removal by the Board of Directors. The appropriate step to betaken shall be decided by the Board of Directors. Mediation shall be taken if a majority of the Board so agrees. Removal shall not be decided unless two thirds of the Board members present vote to do so, at a meeting of which notice of both the meeting and the issue of removal have been properly sent in writing to all Directors 14 days before such a meeting. 8. COMPENSATION The Directors shall receive no compensation for their services as such. This provision, however, is not intended to prohibit any payment to a Director for expenses directly and reasonably incurred in connection with attendance at meetings or other necessary business of the Foundation. 9. ANNUAL MEETING OF DIRECTORS The Board of Directors shall meet annually for the purpose of organization, appointment of Directors, appointment of Officers, and for the transaction of Other business. The annual meeting shall be held in January, at a time and date to be determined by the Directors at least 30 days prior to the meeting date. 10. REGULAR MEETING OF DIRECTORS The Board of Directors shall meet from time to time as determined by the Board, to conduct the business of the Foundation. In no event shall the Board meet less than once every 6 months. 11. SPECIAL MEETINGS Special meetings of the Board for any purpose may be called at any time by the President or by any three Directors. As used herein, the term "special meeting" shall include a meeting which is conducted through the facilities of a telephone conference call where each participant, wherever physically located, is continuously capable of hearing, and being heard by, all others participating in the conference call. Notice of the time and place and nature of such special meeting shall be communicated to each Director personally or by mail sent at least 3 days prior to any such meeting. The transactions of any meeting of the Board, however called and noticed and wherever paid, shall be as valid as though it were at a meeting duly held after regular call and notice, if a quorum is present or if either before or after the meeting each Director not present signs a written waiver of notice or a consent to hold such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the Foundation record and made a part of the minutes of the meeting. Action of the Board may be taken without a meeting, provided that all of the Directors shall individually or collectively consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the Board, and the action taken shall have the same force and effect as a unanimous vote of the Directors. 12. QUORUM The greatest of three or one-half of the current Board members shall constitute a quorum. In the absence of a quorum, the Board shall transact no business except as otherwise provided in these by-laws. 13. DECISION MAHING All decisions shall be reached first through the means of developing consensus and then through voting. All decisions shall be made at least a majority vote of those Board members present, the amendment or repeal of these by-laws, and dissolution, which shall require atwo-thirds vote. 14. LIABILITY No member of the Foundation now or hereafter elected shall be personally liable for any indebtedness, liability or obligation of the Foundation, and auy and all creditors shall look only to the assets or security of the Foundation and all creditors shall look only to the assets or security of the Foundation for payment, except as provided in OR 65.367. The liability of Directors and of the Foundation is further limited by OR 65.369. ARTICLE II Officers 1. APPOINTMENT The Officers of this Foundation shall be President, Vice-President, Secretary, and Treasurer. When the duties do not conflict, one person, other than the President, may hold more than one of these offices. 2. ELECTION The Board shall elect by majority vote, all officers of the Foundation from membership. Officers shall remain in office for one year. Terms are renewable. 3. VACANCIES A vacancy in any office because of death, resignation, removal, disqualification, or otherwise shall be filled by City Council appointment. 4. PRESIDENT The President shall facilitate or provide for the facilitation of all Board meetings, work with the Parks & Recreation Director to establish the agenda and make proposals, call meetings, and assist the Parks & Recreation Director in representing the organization to the community. The President shall submit a written "President's" report to the Board at its annual meeting. The President shall have such other duties as may be prescribed from time to time by the Board. 5. VICE-PRESIDENT In the absence or disability of the President, the Vice-President shall perform all the duties of the President, and in so acting shall have all the power of the President. The Vice-President shall have such other powers and perform such other duties as may be prescribed from time to time by the Board. 6. SECRETARY The Secretary shall keep a full and complete record of the proceedings of the Board and the meetings of the Officers, shall keep the seal of the Foundation and affix the same to such papers and instruments as maybe required in the regular course of business, shall make service of such notices as maybe necessary or proper, shall supervise the keeping of the records of the Foundatiou, and shall discharge such other duties as pertain to the office or as may be prescribed by the Board. TREASURER The City's Finance Director shall have the customary duties and powers as pertain to the office of Treasurer. As such, the Finance Director shall have charge and custody of all funds The Finance Director shall submit written reports to the Board at each regular Board meeting which summarizes the financial situation of the Foundation in accord with standard accounting reporting methodology, summarizing those activities and services perfoi7ned by or for the Foundation. ARTICLE III. Amendment and Dissolution AMENDMENT OF BY-LAWS These by-laws maybe amended or repealed or new by-laws adopted by a two-thirds vote for amendment or repeal at a meeting of the Board duly called with at least 14 days prior written notice of proposed changes to the by-laws. For amendments to the Articles of Incorporation, the same notice shall be given. 2. DISSOLUTION This Foundation maybe dissolved only by atwo-thirds vote of the Board members present for dissolution, at a Board meeting duly called with at least 14 days prior written notice having been sent of both the meeting and the issue of dissolution. ARTICLE IV. Miscellaneous Provisions I. TYPES OF DISPUTES The Board shall from time to time decide the type of disputes on which to expend the Foundation's resources, which may or may not be fee generating and which maybe either community based or private. 2. SERVICES The Board may from time to time extend or limit services in accordance with the Foundation's purposes and resources. 3. FISCAL YEAR The fiscal year of the Foundation shall end on June 30 of each year. 4. EXECUTION OF CHECKS, ETC. Neither the Foundation, the Board, nor any Committee of the Foundation or Board, shall be authorized to make decisions pertaining to the expenditure of Foundatiou funds. All such decisions will be made by the Central Point City Council after consideration of reconmlendations made to the City Council by the Board. The Foundation is a conduit for funds to be obtained for the benefit of the Citizens City of Central Point. The Foundation will receive fluids, but the City Council will decide how to spend the funds. President Vice-President Secretary City Administrator Proposed February 20, 2004