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HomeMy WebLinkAboutMINUTES - 11271990 - EP.1 TO: BOARD OF SUPERVISORS • -i . '�•• Contra FROM: Supervisor Tom Powers -! to Supervisor Bob Schroder COLM Economic Progress Committee DATE: November 27, 1990 SUBJECT: Formation of Resources Development Corporation SPECIFIC REQUEST(S) OR' RECOMMENDATIONS(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS That the Board of Supervisors of Contra Costa County create a private, non- profit economic development corporation by adopting the following recommendations: 1. Direct the Economic Development Division to file Articles of Incorporation, By-Laws and ancillary documents necessary to legally establish the Contra Costa Resources Development Corporation. 2. Authorize the establishment of the first Board of Directors " of the corporation by January 1, 1991, with each Supervisor recommending the appointment of one board of directors member in coordination with staff to ensure diversity of background, including real estate, finance, law, accounting and business. 3 . Confirm that the members of the Economic Progress Committee will be the non-voting members of the Board of Directors of the Corporation. 4. Direct the Economic Development Division to develop a draft business plan for the Corporation, including identification of resources and an initial budget. CONTINUED ON ATTACHMENT: YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S) : ACTION OF BOARD ON November 27, 1990 PROVED AS RECOMMENDE OTHER VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A X UNANIMOUS (ABSENT, — ) TRUE AND CORRECT COPY OF AN AYES: NOES: ACTION TAKEN AND ENTERED ON THE ABSENT: ABSTAIN: MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. cc: Community Development County Administrator ATTESTEDi490 County Counsel PHIL BATCHELOR, CLERK OF THE BOARD OF SUPERVISORS h14/econdev.bos AND COUNTY ADMINISTRATOR BY , DEPUTY FISCAL IMPACT Not determined at this time. Directly or indirectly, as part of its charge to promote social welfare through community-based economic, commercial and housing development activity, the Corporation may assist the County by lessening the burden of government. BACKGROUND Through its Economic Progress Committee, the Board of Supervisors has been seeking ways to improve the economic well being of the County government and the County as a whole. Many local governments have created private, non-profit economic development corporations to assist them in fulfilling this charge. After review and consideration, the Economic Progress Committee has determined that Contra Costa County would benefit from such a corporation. Formation of the Corporation requires filing of Articles of Incorporation and By-Laws with the Secretary of State as well as certification of non-profit status by the IRS. The Corporation would be governed by a seven member Board, five voting members and two non-voting. The initial Board of Directors would be appointed upon recommendation by individual Supervisors and thereafter by the Corporation's Board of Directors. Initially, the Corporation would be staffed through an arrangement with the Economic Development Division of the County. The first task will be to develop a three year business plan, a required submittal to the state for non-profit corporations. c ARTICLES OF INCORPORATION OF CONTRA COSTA RESOURCES . DEVELOPMENT CORPORATION A California Nonprofit Public Benefit Corporation I. NAME The name of ! the corporation is Contra Costa Resources Development Corporation- II. PURPOSE (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 California Nonprofit Public Benefit Corporation" Law for charitable purposes. The general purpose of this corporation is to have and exercise all rights and powers conferred on nonprofit corporations under the laws of California, provided that this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers .that are not in furtherance of the "primary purposes of this corporation. (b) The specific charitable and public purposes for which the corporation is organized are to provide and expand, and to assist the government of the County of Contra Costa, California, fAhome\scw\cocoar -1- it redevelopment agency, housing authority or other agencies, authorities, boards or commissions to provide and expand economic opportunities for low and moderate income persons, to combat community deterioration, and to promote social welfare through .community based economic, commercial and housing development activities. III. AGENT OF SERVICE The name and address in California of the corporation's initial agent for service of. process is Sara M. Hoffman, 651 Pine Street, 4th Floor, North Wing, Martinez, California -94553 . IV. DEDICATION AND DISPOSITION- (a) The property of this corporation is irrevocably dedicated to charitable 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 of this corporation or to the t� benefit of any private individual. (b) Upon the winding up and dissolution of this corporation, and after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to the government of the County of Contra Costa, California, its redevelopment agency, housing authority or any other of its agencies, authorities, boards or commissions, or f:\homc\scw\cocoar —2— t - a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes, and which has established and maintained its taxi-exempt status under Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code") or the corresponding provision of any future Internal Revenue Code. V. LIMITATION OF .CORPORATE ACTIVITIES (a) This corporation is organized exclusively for charitable purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code. Notwithstanding any other provision of these Articles, the corporation shall not carry on, any activities not permitted to be carried on by: (i) a corporation exempt from federal income tax under Section' 501(c) (3) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue Law; or (ii) by a corporation, contributions to which are deductible under Section 170 of the Internal Revenue Code or the corresponding provisions of any future United States Internal Revenue Law. (b) No substantial part -of the activities of this corporation .shall consist of lobbying or propaganda, or otherwise attempting to influence legislation, except as provided in Section 501(h) of the' Internal Revenue Code, and this corporation shall,,not participate in or interfere in (including publishing or t:\home\scw\cocoar —3— distributing statements) any political campaign on behalf of any candidate for. public .office except as provided in Section .501(h) of the Internal Revenue Code. VI. DIRECTORS The number of directors and the manner in which directors shall be chosen and removed from office,' their qualifications, powers, duties, term of office, the manner of filling vacancies on the board of directors and the manner of calling and .holding meetings of directors shall be as stated in the bylaws. Adopted this day of , 1990• . u Incorporator DECLARATION I declare that I am the person who executed the foregoing Articles of 'Incorporation which execution is my act and my deed. Date: , 1990 R' f:\homc\scw\cocoar -4- BYLAWS OF CONTRA COSTA RESOURCES DEVELOPMENT CORPORATION A California Nonprofit Public Benefit Corporation Article I NAME Section 1. 1. The name of this corporation is Contra Costa Resources Development Corporation. Article II OFFICE Section 2 . 1 Principal Office. The principal office for the transaction of affairs and activities of the corporation is located at 651 Pine, 4th Floor, Martinez, California 94553. The Board of Directors may change the principal office from one location to another. Any change shall be noted on these Bylaws, or this section may be amended to state the new location. Section 2.2. Other Offices. The Board may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to conduct its activities. Article III. MEMBERS Section 3.1. This corporation shall have no members. Article I DIRECTORS Section 4 . 1- Powers. (a) Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws,' all powers and activities of the corporation shall be exercised directly by or under the ultimate direction of the Board of Directors. -1- • K I .a (b) In addition to all other powers conferred by law, the Board of Directors, on behalf of the corporation, is empowered: (1) To provide technical and consultant services and assistance to government agencies, 'private nonprofit entities and individuals for the development of economic and business opportunities for low and moderate income persons the prevention of community deterioration, and the promotion of social welfare. (2) To develop and promote programs for revitalization of small businesses, initiation of incubator businesses and job training programs. (3) To construct, operate, maintain and improve, and to buy, sell, convey, assign, mortgage, or lease any real estate and personal property necessary and incident to its corporate purposes and powers. (4) To borrow money and issue evidences of indebtedness in furtherance of .any or all of the objects of its business, to secure the same by mortgage, pledge, or other lien. Section 4.2 . Number of Directors. The number of Directors shall be five (5) . Section 4 . 3 . Compensation and Reimbursement of Directors. The Directors shall serve without compensation though they may be reimbursed for their expenditure of monies on behalf of the corporation. Section 4 .4 . Restriction on Interested Persons as Directors. No more than 49 percent of the persons serving on the Board may be interested persons. An interested person is (a) any person--compensated by the corporation for services rendered to it within the previous 12 months, whether as a full-time or part- time employee, independent contractor, or otherwise. and (b) any brother, .sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the corporation. Section 4 . 5. Appointment. Term of Office and Qualification of Directors. a) To be qualified to be a Director a person must reside in or do business in the County of Contra Costa, have experience in real estate, financing, law, accounting or small business or 32000U.P50 -2- have a demonstrated interest in supporting the economic development activities of the corporation. b) The initial Board of Directors shall be appointed by the incorporator and thereafter all future Directors shall be elected by the Board of Directors. C) Except as provided below for the initial terms of the first full Board of Directors, the term of office for each Director of this Corporation shall be three (3) years or until his or her successor is elected. For the purpose of creating staggered three (3) -year terms, the Board of Directors shall have an initial term of office as follows: (1) the term of two (2) Directors shall be one year; ' (ii) the term of two (2) Directors shall be two years; and (iii) the term of one (1) Directors shall be three years. Section 4 .6. Vacancies and Filling Vacancies. A vacancy shall be deemed to exist in the event that the actual number of Directors is less than the authorized number for any reason. Vacancies on the! Board of Directors may be filled by a majority of the Directors then in office, whether or not less than a quorum, or by a sole remaining Director. Section 4.7. Removal of Directors. Any Director may be removed with or without cause by the Board. Absence of a Director from three or more consecutive board meetings shall constitute cause for removal. Section 4.8;. Resignations of Directors. Except as provided below, any Director may resign by giving written notice to the president or secretary of the Board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a Director's resignation is effective at a later time, the Board of Directors shall appoint a successor to take office as of the date when the resignation becomes effective, except in the case of a Nonvoting Director. Except on notice to the Attorney General of California, no Director may resign if the corporation would be left without a duly elected Director or Directors. Section 4.9'. NoNacancy onReductionof Number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director's term ,of office expires. Section 4 . 10. -Meetincis of the Directors. A regular meeting shall be held once a year at such time and place as shall from time to time be 'fixed by the Directors for the purpose of 32000U.PSO -3- organization, election of officers and the transaction of other business. Section 4 . 11. Special Meetings. Special meetings of the Board for any purpose may be called at any time by the president or any vice president, or the secretary, or the treasurer or any two (2) Directors. Section 4. 12 . Notice. Notice of regular and special meetings shall be given to the Directors not less than four (4) days prior to the meeting if delivered by first class mail or not less than forty-eight (48) hours prior to the meeting if the notice is delivered personally or by telephone. The notice must state the date and time of the meeting and the place of the meeting if it is other than the principal office of the corporation. Section 4 . 13 . Waiver of Notice. Notice of a meeting need not be given to any Director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding .of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a .. part of the minutes of the meetings. Notice of a meeting need not be given to any Director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her. Section 4. 14 . Quorum. A majority of the actual number of Directors then in office plus at least one (1) of the two (2) Nonvoting Directors shall constitute a quorum for the transaction of business, except 'to adjourn. Every action taken or decision made by -a majority of the Directors (not including the Nonvoting Directors) present at a duly held meeting at which a quorum is present shall be the act of the Board. Section 4 . 15. Adjournment. A majority of the Directors present (not including the Nonvoting Directors) , ,whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of any adjournment to another time and place shall be given to the Directors who were not present at the time of the adjournment. Section 4 . 16. Action Without a Meeting. Any action that the Board is required or permitted to take may be taken without a meeting if all members of the Board consent in writing to the action. Such action by written consent shall have the same force and effect as any other validly approved action of the Board. 32000U.P50 -4- 4 All such consents shall be filed with the minutes of the proceedings, of the Board. Section 4 . 17. Meetings by Conference Telephone. Members of the Board of Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all persons participating in the meeting can hear one another. Participation by Directors in a meeting in the manner provided in this section constitutes presence in person at the meeting. Section 4.18. Committees of Directors. The Board of Directors may, by resolution adopted by a majority of the Directors then in office, designate one or more committees, each consisting of two or more Directors, to serve at the pleasure of the Board. Appointments to such committees shall be by majority vote of the Directors then in office. Any committee, to the extent provided in the resolution, shall have all the authority of the Board, except that no committee, regardless of Board resolution may: (a) Fill vacancies on the board of directors or on any committee; (b) Fix reimbursement of expenses of directors for serving on the board or any committee; (c) Amend or repeal bylaws or adopt new bylaws; (d) Amend or repeal any resolution of the board of directors which by its express terms is not so amendable or repealable; (e) Appoint any other committees of the board of directors or the members of these committees; (f) Spend corporate funds to support a nominee for director after there are more people nominated for director than can be elected. Section 4. 19. Committee Meetings. Meetings and actions of committees shall be governed by and held and taken in accordance with the provisions of this Article IV concerning meetings of, Directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members. Minutes shall be kept of .each meeting of any committee and shall be filed with the corporate records. The Board of Directors may adopt rules for 32000U.P50 -5- �1e 1 the governance_ of any committee not inconsistent with the provisions of these Bylaws concerning meetings of Directors. Section 4 .20. Standard of Care - General. A Director shall perform the duties of a Director, including duties as a member of any committee of the Board on which the Director may serve, in good faith, in a manner such Director believes to be in the best interest of this corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances. In performing the duties of a Director, a Director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by: (a) One or more officers. or employees of the corporation whom the Director believes to be reliable and competent in the matters presented; (b) Counsel, independent accountants or other persons as to matters which the Director believes to be within such person's professional or expert competence; or (c) A committee of the Board upon which the Director does not serve, as to matters within its designated authority,, which committee the Director believes to merit confidence, so long as in any such case, the Director acts in good faith, after reasonable inquiry when the need thereof is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted. Except in the case of a self-dealing director, as described in Section 4 .22 of these Bylaws, a person who performs the duties of a Director in accordance with the above shall have no liability based upon any failure or alleged failure to discharge that person's obligations as a Director, including, without limiting the generality of the foregoing; any actions or omissions which exceed or defeat a public or charitable purpose to which the corporation, or assets held by it, are dedicated. Section 4. 21. Standard of Care - Investments. Except with respect to assets held for use or used directly in carrying out this corporation's charitable activities, in investing, reinvesting, purchasing, acquiring, exchanging, selling and managing this corporation's investments, the Board shall avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income, as well as the probable 32000U.P50 -6- I r . safety of this corporation's capital. The provisions of Section 4.20 of" these Bylaws shall apply to this Subsection. Section 4.22. Self-Dealing Transactions.- Except as provided below, the Board shall not approve a self-dealing transaction. A self-dealing transaction is one in which the corporation is a party and in which one or more of the Directors has a material financial interest or a transaction between this corporation and any entity in which one or more of its Directors has a material financial interest. The Board may approve a self- dealing transaction if a majority of the Board, not including the self-interested director, determines that the transaction is fair and reasonable to this corporation and, after reasonable investigation under the circumstances, determines that they could not have secured a more advantageous arrangement with reasonable effort under the- circumstances. Section 4.23. Inspection. Every Director shall, at his or her own expense, have the absolute right at any reasonable time during the business hours of the corporation to inspect and copy all books, records, and documents, and to inspect the physical properties of this corporation. Section 4 .24 . Nonvoting Directors. In addition to the five (5) Directors, there shall be two (2) Nonvoting Directors who shall be the two. (2) members of the Economic Progress Committee of the Board of Supervisors of the County of Contra Costa. At such time as any Nonvoting Director ceases to be a member of the Economic Progress Committee of the Board of Supervisors of the County of Contra Costa, that person shall automatically cease to be a Nonvoting Director of the Board of Directors and the new member of the Economic Progress Committee of the Board of Supervisors of the County of Contra Costa shall become the new Nonvoting Director without any further action by the Board of Directors or the Board of Supervisors of the County of Contra Costa. Nonvoting Directors shall be governed by all the provisions of the Articles of Incorporation and these Bylaws except for those provisions regarding appointment, removal and resignation. Nonvoting Directors may serve on committees of the Board of Directors, but shall not vote on any matters which come before the Board, and their consent shall not be necessary in any action requiring consent of all the Directors. Article V OFFICERS Section 5. 1. Officers of the Corporation. The officers of the .corporation shall be a president, a vice president, a 32000U.P50 -7- secretary, and a treasurer. The corporation may also have, at• the Board's discretion, one or more additional vice presidents, one or more assistant secretaries, one or more assistant financial officers and such other officers as may be appointed in accordance with Section 5. 3 of these Bylaws. Any. number of offices may be held by the same person, except that neither the secretary nor the treasurer (chief financial officer) may serve concurrently as the president or the chairperson of the Board. Section 5.2. Election or Appointment of Officers. The officers of the corporation shall be chosen annually by a majority of the Board and shall serve at the pleasure of the Board subject to the rights, if any, of an officer under any contract of employment. Section 5.3 . Other Officers. The Board may appoint or may authorize the president to appoint any other officers that the corporation may require. Each officer so appointed shall have the title, hold office for the period, have the authority, and perform the duties specified in the Bylaws or determined by the Board of Directors. Section 5.4. Removal of Officers. Any officer may be removed with or without cause by the Board and also, if the ,ri• officer was appointed by an officer, by the officer who appointed him or her. Section 5.5. Resignation of Officers. Any officer may resign at any time by giving written notice to the president or secretary of the corporation. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not. be accepted to be effective. Any resignation shall not affect the rights, if any, of the corporation under any contract to which the officer is a party. Nor shall the resignation of any officer from the office he or she holds affect his or her position as a Director of the corporation. Section 5. 6. Vacancies in Office. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office, provided, however, that vacancies may be filled as they occur. Section 5.7. Reimbursement of Expenses. The corporation may provide reimbursement for monies expended on behalf of the corporation by its officers. J 32000U.P50 —8— �J a,. Section 5.8. President. The president shall be the general manager and chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business of the corporation. The president shall have the power to sign contracts, agreements or any other instruments in connection with the purposes and business affairs of the corporation. The president shall have such other powers and duties as may be prescribed by the Board of Directors or by these Bylaws. Section 5.9. Vice Presidents. If the president is absent or disabled, the vice presidents, if any, in order of their rank as fixed by the Board of Directors, or, if not ranked, a vice president designated by the Board of Directors, shall perform all duties of the president. When so acting, a vice president shall have all powers of and be subject to all restrictions on the president. The vice presidents shall have such other powers and perform such other duties as the Board of Directors or the Bylaws may prescribe. Section 5. 10. Secretary. The secretary shall have the following duties: (a) The secretary shall keep or cause to be kept, at the corporation's principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board and of committees of the Board. The minutes of the meetings shall include the time and place that meeting was held, whether the meeting was annual, regular, or special, and, if special, how authorized and the notice given. (b) The secretary shall give, or cause to be given, notice of all meetings of the Board and of committees of the Board required by these Bylaws to be given. The secretary shall keep the corporate seal in safe custody and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe. Section 5.11. Treasurer. The treasurer shall have the following duties: (a) The treasurer shall keep and,,maintain, or cause to be kept and maintained, adequate and correct books and accounts of the corporation's properties and transactions. The treasurer shall send or cause to be given to the Directors such financial statements and reports as are required to be given by law, by these Bylaws, or by the Board. The books of account shall be open to inspection by any Director at all reasonable times during the business hours of the corporation. 32000U.PSO -9- (b) The treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation withsuchdepositories as the Board may designate, shall disburse the corporation's funds as the Board may order, shall render to the president, chairperson of the board and the Board, when requested, an account of all transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as the Board or the Bylaws may prescribe. Article VI MISCELLANEOUS Section 6. 1. Fiscal Year. The fiscal year of this corporation shall end each year on December 31. Section 6.2. Corporate Seal. This corporation may have a seal which shall be specified by resolution of the Board o Directors. The seal may be affixed to any corporate instruments, as directed by the Board or any of its officers, but failure to . affix it shall not affect the validity of the instrument. Section 6.3. Contracts. All contracts entered into on behalf of this corporation must be authorized by the Board of Directors, or, where the contract is for' less than $10,000, by the President. Section 6.4 . Execution of Documents. Except as otherwise provided by law, every check, draft, promissory note, money order, or other evidence of indebtedness or any other document of the corporation shall be signed by such individuals as are authorized by the Board of Directors. Section 6.5. Indemnification. This corporation shall indemnify its directors, officers, employees, and agents, including persons formerly occupying any such position, to the fullest extent permitted by law, against all expenses, judgments, fines and other amounts actually and reasonably incurred by them in connection with any threatened, pending or completed action or proceedings, whether it is civil, criminal, administrative or investigative. In all cases where indemnification is. sought, the corporation shall be subject to the following restrictions and requirements: 32000U.PSO -10- (a) Where the action or proceeding is brought on behalf of the . corporation or involves self-dealing transactions, as. defined in Section 4.22 of these Bylaws,the corporation shall not indemnify against amounts paid in settlement or judgment amounts, but shall, upon the express authorization of the Board, indemnify the director, officer, employee or agent against expenses incurred in defense .of an action arising from his or her relation to the corporation. To indemnify in such cases the Board must find the person met the statutorily prescribed standard of care by acting (1) in good faith, (2) in the best interests of the corporation, and', (3),-with the care of an. ordinarily prudent person. (b) Where the person seeking indemnification under this section has been held liable to the corporation, or has settled his or her liability to the corporation, the corporation shall not indemnify against expenses without the approval of the court or the Attorney General. (c) The Board shall determine whether the person seeking indemnification has acted in accordance with the standard of care set forth in subsection (a) of this section by a majority vote of a quorum consisting of disinterested Directors. The termination of any proceeding in a manner adverse to the defendant seeking indemnification shall not create a presumption that such person failed to meet the standard of care. (d) Where the person seeking indemnification has been successful on the merits in defense of any action or proceeding brought on behalf of the corporation or in defense of any claim or issue involved in such action or proceeding, the corporation shall indemnify against all expenses actually or reasonably incurred. (e) The corporation shall not advance any money to the person seeking indemnification for the purpose of defending against any action or proceeding without the receipt of an undertaking by such person to repay all advances unless it is ultimately determined that he or she is entitled to indemnification. Section 6. 6. Insurance. The Board of Directors may adopt a resolution authorizing the purchase of insurance on behalf of any Director, officer, employee or agent of this corporation 32000U-PSO against any liability asserted against or incurred by the Director, officer, employee or agent in such capacity or arising out of the Director's, officer's, employee's or agent's status as such, whether or not this corporation would have the power to indemnify the Director, officer, employee, or agent against that liability under law; except, the corporation may not purchase insurance to protect self-dealing directors (as defined in Section 4.22 of these Bylaws) from liability. Section 6.7. Reports to' Directors. If the corporation has more than twenty-five thousand dollars ($25,000) in gross receipts in any fiscal year, the president shall furnish a written report at the first regular meeting of the next fiscal year to all Directors of this corporation containing the following information: (a) The assets and liabilities, including the trust funds, of this corporation as of the end of the fiscal year; (b) The principal changes in assets and liabilities, including. -trust funds, during the fiscal year; (c) The revenue or receipts of this corporation both unrestricted and restricted for particular purposes, for the fiscal year; (d) The expenses or disbursements of this corporation, for both general and restricted purposes during the fiscal year. Regardless of the gross receipts of the corporation, the president must furnish a written report to all Directors that lists any transaction during the prior fiscal year involving one thousand dollars ($1,000) or more between this corporation or a subsidiary and any Director or officer of this corporation or a subsidiary. The report must disclose the name of the Director or officer and the person's relationship to the corporation, the nature of such person's interest in the transaction and, where practicable, the amount of such interest. The president must also furnish an annual written report to all Directors disclosing the amount and circumstances of any indemnifications or advances aggregating more than one thousand dollars ($1,000) paid during the prior fiscal year to any officer or Director of the corporation. . Section 6.8. Amendment of Articles and Bylaws. The Articles of Incorporation and the Bylaws may be amended or repealed and new Articles and Bylaws adopted by the vote of a majority of the members of the Board of Directors, provided, 3200OU-PSO -12- r � however, that Article II (Purpose) and Article III (Dedication and Disposition) of the Articles and Section 4 . 14 (Quorum) , Section 4 . 15 (Adjournment) and Section 4.24 (Nonvoting Directors) and Section 6.8 (Amendment of Articles and Bylaws) of the Bylaws shall not be amended without the consent of the Board of Supervisors of the County of Contra Costa, California. Such amended or newly adopted Articles or Bylaws shall take effect immediately. 32000U.P50 -13- Y r ' CERTIFICATE OF SECRETARY I, the undersigned, do hereby certify: (1) That I am the duly elected and acting Secretary of a California nonprofit public benefit corporation; and (2) That the foregoing Bylaws, comprising 12 pages, constitute the Bylaws of such corporation as duly adopted by action of the Board of Directors of the corporation duly taken on , 1990. IN WITNESS THEREOF, I have hereunto subscribed my name, this day of = - , 1990. 32000U.P50 -14-