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HomeMy WebLinkAboutMINUTES - 12121995 - SD3 .3 Contra TO: Board of Supervisors Costa • County FROM: Internal Operations Committee DATE : December 4, 1995 SUBJECT: AGRICULTURAL TRUST SPECIFIC REQUEST(S) OR RECOMMENDATIONS) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS 1 . The Board of Supervisors needs to select one of the options below: a. Determine to move ahead with the establishment of an Agricultural Trust and to follow through on recommendations 2, 3, 4 and 5 below. b. Determine that establishing an Agricultural Trust is not cost effective, but instead direct staff to proceed on a mitigation bank or agricultural land acquisition as a County function. Approve recommendations 4 and 5 below. C. Determine that establishing an Agricultural Trust is not cost effective and consider relocating the $500, 000 monies to another purpose. Take no action on any of the other recommendations . 2 . DIRECT and AUTHORIZE staff to proceed with formation of the Trust. 3 . REQUEST the initial Board of Directors of the Trust to have a preliminary organizational meetings to discuss their role and future concerns of action. CONTINUED ON ATTACHMENT: XX YES SIGNATURE RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE (S) : f✓"GC MARK DE S41NIER .T�l RCC S ACTION OF BOARD ON p@2aTjxr 120 1999 APPROVED AS RECOMMENDED OTHER X REFERRED to the Finance Committee to review Options A and B on the implementation of the Agricultural Trust. 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. Orig: Jim Cuter, (510. 646.2034) ATTESTED December 12 , 1995 cc: Community Development Department PHIL BATCHELOR, CLERK OF CAO THE BOARD OF SUPERVISORS County Counsel AND COUNTY ADMINISTRATOR CAO-Finance Committee BY ( /0. 22y - DEPUTY JWC:aw JWC 1995\AgTrst.bo I AGRICULTURAL TRUSTS December 4, 1995 Page Two 4 . REQUEST the Community Development Department to further explore how the Agricultural Trust could focus on a mitigation bank approach in an effort to insure long economic viability and to report those findings to the term Board of Directors of the Trust. 5. REQUEST the Trust or County staff to report back to the 1996 Internal Operations Committee in the late spring to insure that formation is proceeding and that they are moving forward with a proposal to expend the $500, 000 previously reserved by the Board for this purpose out of Keller Mitigation funds. FISCAL IMPACT The cost of actual formation of the trust. There is $500, 000 set aside by Keller Mitigation fund for trust use. BACKGROUND/JUSTIFICATION The Community Development Department has made reports to the Internal Operations Committee on several occasions in 1995. On March 14, 1995, the IO gave direction to accept the pro bono offer of Patti Curtin of Gagen, McCoy, McMahon, and Armstrong' s law office to draft Articles of Incorporation and Bylaws for an agricultural trust and provided additional direction on the nature and extent of the trust. The Board of Supervisors directed the staff to accept Patti Curtin' s offer. On July 17, 1995, the IO considered the Draft Articles of Incorporation and Bylaws for the Agricultural Trust of Contra Costa County. The IO also considered a report from staff raising a set of policy issues on the proposed trust and if its establishment was really justifiable and the same work couldn' t be done as a County program. The IO agreed to the formation of an Agricultural Soils Trust that would have a broadened focus to include work on mitigation banks and requested staff to return with a final set of recommendations on how to proceed. This report indicates that for the County to proceed on establishing on Agricultural Trust, the Board needs to approve the Articles of Incorporation and the Bylaws for the Agricultural Trust of Contra Costa County and to direct staff to proceed with filing the necessary papers to establish the trust. Th Initial Board of Directors of the trust could meet to discuss their role and future courses of action. While this organizational work in underway, the Community Development Department should further explore the issue of how a mitigation bank approach might help the economical viability of such a trust and should share that report directly with the trust. In late spring of 1996, the issue of trust formation should be redirected to the 1996 IO so the progress on this issue can be reviewed and a determination made on when and how the $500, 000 reserved for the trust from the Keller Mitigation funds can be transferred to the Trust. CONTRA COSTA COUNTY COMMUNITY DEVELOPMENT DEPARTMENT DATE: July 11, 1995 TO: Internal Operations Com ' to FROM: Harvey E. Bragdon SUBJECT: AGRICULTURAL T S 1. RECOMMENDATIONS Discuss the policy issues found in this report and give direction to staff on how to proceed on the issues surrounding Agricultural Trusts in general and the Draft Bylaws and Articles of Incorporation of the Agricultural Trusts for Contra Costa County. Staff can then come back to the 10 with a final recommendation to the Board of Supervisors. II. BACKGROUND) I JSTIFI .ATION On March 6, 1995, the 10 Committee made a recommendation to the full Board on proceeding with the paperwork for establishing an Agricultural Trust. The firm of Gagen, McCoy, McMahon and Armstrong, had agreed to develop the paperwork for the County, probono, under the direction of our department and with the review of the County Counsels office. A copy of the draft Articles of Incorporation and Bylaws for the Agricultural Trust of Contra Costa County are attached. At the request of Supervisor Rogers, the 10 Committee added to the March 6, 1995 direction a seventh recommendation that the Community Development Department report back to the IOC on alternative expenditure approaches that could be tried to maximize use of funds in protecting agricultural lands. This is in response to that request. III. ISSUES R VO VIN G AROUND ESTABLISHING OF AN A ,RIC'UI TURAL TRUST A. Available Landfill Trust Fees The County General Plan encourages a range of agricultural preservation approaches including the establishment of an agricultural trust. The initial impacts to the establishment of an Agricultural Trust came as part of sanitary landfill dialogue. Landfills were proposed within agricultural areas and a land trust could be established to partially offset this impact. At the time when agricultural trusts were first proposed by the Board the fee structure that was established for the sanitary landfills was anticipated to generate around two million dollars a year. Due to U.S. Supreme Court decisions on garbage as a commodity and the ripple effect of these decisions on fees charged at the Keller Canyon landfill that level of funding will not occur. Approximately, five hundred thousand dollars is currently available from such fees and presumably would be transferred to the trust by the Board of Supervisors. No additional landfill fees are anticipated to be available to the trust. Given the changing financing circumstances for a trust, a policy decision needs to be made on if a trust is needed or if the County, under it's general authority, couldn't do the same work. A half million dollars is not a substantial resource to protect agricultural lands. Policy IssuiP: 1 . Determine if an Agricutural Trust is desirable or needed to utilize the monies available or if the same results could occur as a direct County project. B. Land Trusts Serving the County There are several land trusts which currently operate within the County to protect and preserve lands. Could they be utilized in lieu of the County establishing its own land trust? Some land trusts focus on areas of West and Central County and aren't really available to provide services throughout the County. Examples of such land trusts which are geographically restricted include Save Mt. Diablo, Martinez Land Trust (which focuses on the Briones Agricultural Preservation Area) and the Carquinez Straits Trust. These groups focus on acquiring lands for park and recreation purposes (though grazing is often allowed on lands controlled by these groups or the public agencies that they transfer land to once acquired). There are other trusts which serve areas larger than the County and could provide the function of acquiring agricultural lands. Examples are the East Bay Regional Park District Trust or the Trust for Public Lands. Both trusts could serve as the County's agent in securing agricultural lands, however, they focus on acquiring lands and then transferring the land to another public agency for operation and maintenance. The EBRPD land trust is for acquiring lands to be added to regional parks. There is no trust which serves the whole County exclusively. There are several policy issues that need to be considered. Poliry Issues: 2. Is there a need to establish a land trust which serves only the County? 3. There is currently no land trust which focuses exclusively on preserving lands for agricultural purposes; should there be? 4. No land trust currently exists serving East County; should there be? C. Mitigation Banks One difficult area for land developers is how to mitigate environmental impacts for environmental factors, e.g. wetlands and for endangered species, etc. A possibility would be for the Agricultural Trust to acquire lands that could also be utilized as mitigation banks for environmental enhancements (This is a listed purposes in the Draft Bylaws and Articles of Incorporation for the Agricultural Trust of Contra Costa County. It, however, is not a major focus for the Trust.) As environmental rules change, mitigation bank lands may take on higher priority and none are currently operational within the County. By selling mitigation rights, a source of additional funding could be developed which would allow for additional lands to be acquired. Such an approach could help developers provide for enhanced environmental lands in larger groupings and serve to protect sensitive environmental lands. Poliry lssllA: 5. Should the land trust be refocused to work on mitigation banks as a more effective use of it's scarce monetary resources? JWC:drb c:diandoc/ioc Jwc a:JWC 1995/drb/ioc.iwc ARTICLES OF INCORPORATION DRAFT 06-21-95 FOR THE AGRICULTURAL TRUST OF CONTRA COSTA COUNTY ARTICLE I NAME OF CORPORATION The name of this Corporation is the Agricultural Trust of Contra Costa County. ARTICLE II PURPOSES AND OBJECTIVES A. This organization 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 charitable purposes. B. Within the context of the foregoing general purposes, the specific purposes of the Corporation are to permanently protect and encourage the intensive cultivation of agricultural areas in the General Plan for Contra Costa County, in accordance with the goals of the County's General Plan adopted by the Contra Costa County Board of Supervisors on January 29, 1991 and Measure C as approved by the voters on November 6, 1990 which is reflected in the General Plan. For purposes of this Corporation, agricultural areas are generally defined as those areas designated as "Agricultural Lands,""Agricultural Core," "Open Space," and"Delta Recreation and Resource`s" in the County General Plan. Agricultural areas can also be lands that are not within the above- referenced General Plan land use designations. C. Subject to the limitations in these Articles of Incorporation,the Corporation shall have the power and duty to (1) acquire real property or interests, including conservation easements as defined in California Civil Code Section 815.2, in agricultural areas; (2) acquire real property or interests in real property in the vicinity of agricultural areas whose protection will directly assist in the protection of agricultural areas;(3)monitor,and where appropriate manage directly, real property or interests in real property so acquired for agricultural, open space, or mitigation purposes in trust for the people of Contra Costa County, and the people of the State of California in a manner consistent with the protection of private property rights, and consistent with applicable laws and regulations of all governing jurisdictions; (4) record instruments and take other actions necessary to protect in perpetuity the physical environment of the area for cultivated agriculture, wildlife, and ecological and aesthetic purposes beneficial to the public interest; (5) identify real property or interests in real property appropriate for acquisition; (6) create and operate a mitigation bank; and (7)to the extent necessary to accomplish the purposes set forth above, exercise all rights and powers conferred on nonprofit public benefit corporations under the laws of California, including the power 1 to contract,to rent,buy, sell, and accept donations of real or personal property or any interest therein. Any conveyance of real property or interest in real property held by the Corporation shall be subject to restrictions ensuring that such real property is used consistent with the purposes and objectives of the Corporation; any such conveyance shall provide that the Corporation retains the right to enforce such restrictions and take measures necessary to abate impermissible uses. D. Through acquisition of real property or interests in real property the Corporation shall seek to(1)preserve lands best suited for agriculture and most threatened by development pressure; (2) develop and maintain a critical mass of agricultural operations within Contra Costa County; (3)maintain viable commercial agricultural operations through the preservation of contiguous tracts of agricultural areas; (4) minimize conflicts non-farm uses; (5) create buffers between agricultural uses and urban areas; and (6) create and sustain greater open space corridors and wildlife habitats. E. The Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the charitable and public purposes described in its Articles of Incorporation. Funds of the Corporation shall be expended only for the purposes specified in these Articles of Incorporation. Funds of the Corporation may not be used to compensate any person or organization of time spent on work unrelated to administration of the Corporation. Real property or interests in real property acquired by the Corporation shall be used solely for agricultural, open space, or habitat mitigation purposes and may not be sold or otherwise transferred for any other purpose. F. The Corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. G. Notwithstanding any other provision of these Articles, the Corporation shall carry on only-activities permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code; (2) by a corporation contributions to which are deductible under Section 170(e)(2) of said Code; or(3) under the corresponding provisions of any future statute of the United States. H. No substantial part of the activities of this Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation; nor shall the Corporation participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office; provided, however, that notwithstanding the foregoing the Corporation may appear in administrative, legislative, and judicial proceedings relating to revenue sources or to real property owned by or under contract for acquisition by, of, or at the request of the Corporation. 2 ARTICLE III BOARD OF DIRECTORS A. The authorized number of Directors shall be three. The Contra Costa County Board of Supervisors hereby appoints the following Directors: (a) The Director of the Contra Costa County Community Development Department or an alternate designated by this Director. (b) The Director of the Contra Costa County Agriculture Department or an alternate designated by this Director. (c) The Assistant General Manager of Advanced Planning and Land Acquisition for the East Bay Regional Park District or an alternate designated by this Assistant General Manager. No Director may hold any elective public office. If at some future time funding opportunities expand, the Contra Costa County Board of Supervisors may increase the number of Directors to provide for a broader public representation. B. All Directors shall be residents of Contra Costa County. No Director may hold any elective public office. C. The names and addresses of the persons appointed to act as the initial Board of Directors of this Corporation are: 1. Name: Harvey E. Bragdon Address: Contra Costa County Administrative Building 651 Pine Street Martinez, CA 94553 2. Name: John H. DeFremery Address: 2366-A Stanwell Circle Concord, CA 94520 3. Name: Bob Doyle Address: 2950 Peralta Oaks Court Oakland, CA 94605-0381 3 ARTICLE IV DEDICATION OF ASSETS A. The property of this Corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of the Corporation shall ever inure to the benefit of any director, trustee, member or officer of this Corporation, or to any private person. B. Upon the dissolution or winding up of the Corporation, any assets remaining after payment of or provision for payment of all debts and liabilities shall be distributed to a governmental entity described in Section 170(b)(1)(A)(v) of the Internal Revenue Code, or to a nonprofit fund, foundation,•or corporation which is organized and operated exclusively for charitable purposes, consistent with the purposes set forth above, which has established its tax exempt status under Section 501(cX3)of the Internal Revenue Code,which is qualified to receive"qualified conservation contributions"within the meaning of Section 170(h)of said Code, or of the corresponding provisions of any future statute of the United States, and which has been approved by the County of Contra Costa. C. In the event of a liquidation of this Corporation, all corporate assets shall be disposed of in such a manner as may be directed be decree of the Contra Costa County Superior Court, on petition therefor by the Attorney General or any person concerned in the dissolution, in a proceeding to which the Attorney General is a party. ARTICLE V AMENDMENTS These Articles of Incorporation may be amended only by a unanimous vote of the Directors; provided, however, that to the greatest extent allowed by applicable law, Article H may not be amended except to the extent found to be necessary in the opinion of counsel to: (i Maintain the status of the Corporation as a non-profit public benefit corporation under and pursuant to the Non-Profit Public Benefit Corporation Law of the State of California; (ii) Maintain the status of the Corporation as a qualified 501(c)(3) corporation under Section 501(cX3)of the Internal Revenue Code or any successor provisions thereto; or (iii) Provide for or maintain the tax exempt status of any bonds sold to finance the acquisition of open space lands by the Corporation. 4 IN WITNESS WHEREOF, the undersigned, being the initial Directors of the Agricultural Trust of Contra Costa County named in these Articles of Incorporation. DIRECTORS: Harvey E. Bragdon John H. DeFremery Bob Doyle ARTICLE VI SERVICE OF PROCESS The name and address in the State of California of this Corporation's initial agent for service of process is: Harvey E. Bragdon Community Development Dept. 651 Pine Street Martinez, CA 94553 5 DECLARATION We are the persons whose names are subscribed below. We collectively are all of the initial Directors of the Agricultural Trust of Contra Costa County named in the Articles of Incorporation, and we have executed these Articles of Incorporation. The foregoing Articles of Incorporation are our act and deed,jointly and severally. We, and each of us, declare that the foregoing is true and correct. Date: Harvey E. Bragdon Date: John H. DeFremery Date: Bob Doyle 6 BYLAWS DRAFT 06-21-95 FOR THE AGRICULTURAL TRUST OF CONTRA COSTA COUNTY A California Nonprofit Public Benefit Corporation ARTICLE I NAME OF CORPORATION The name of this Corporation is the Agricultural Trust of Contra Costa County. ARTICLE H OFFICES The principal office for the transaction of the business of the Corporation shall be located within Contra Costa County, California. ARTICLE III OBJECTIVES AND PURPOSES SECTION 3.1 General Purposes This Corporation is organized under the Nonprofit Public Benefit Corporation Law of California exclusively for charitable, scientific, and educational purposes, within the meaning of Section 501(c)(3)of the Internal Revenue Code(or any successor provision thereto), and it shall be nonprofit and nonpartisan. SECTION 3.2 Specific Purposes and Powers Within the context of the foregoing general purposes, the specific purposes of the Corporation are to permanently protect and encourage the intensive cultivation of Agricultural Areas, in accordance with the goals of the County's General Plan adopted by the Contra Costa County Board of Supervisors on January 29, 1991 and Measure C as approved by the voters on November 6, 1990 which is reflected in the General Plan. For purposes of this Corporation, Agricultural Areas are generally designated as "Agricultural Lands," "Agricultural Core," "Open Space," and "Delta Recreation and Resources"in the County General Plan. Agricultural Areas can also be areas that are not within the above-referenced General Plan land use designations. 1 Subject to the limitations in Section 3.3 of this Article,the Corporation shall have the power and duty to (1) acquire real property or interests, including conservation easements as defined in California Civil Code Section 815.2,in Agricultural Areas;(2)acquire real property or interests in real property in the vicinity of Agricultural Areas whose protection will directly assist in the protection of Agricultural Areas;(3)monitor,and where appropriate manage directly, real property or interests in real property so acquired for agricultural, open space, or mitigation purposes in trust for the people of Contra Costa County, and the people of the State of California a manner consistent with the protection of private property rights, and consistent with applicable laws and regulations of all governing jurisdictions; (4) record instruments and take other actions necessary to protect in perpetuity the physical environment of the area for cultivated agriculture, wildlife, and ecological and aesthetic purposes beneficial to the public interest; (5) identify real property or interests in real property appropriate for acquisition; (6) create and operate a mitigation bank; and (7)to the extent necessary to accomplish the purposes set forth above, exercise all rights and powers conferred on nonprofit public benefit corporations under the laws of California, including the power to contract, to rent, buy, sell, and accept donations of real or personal property or any interest therein. Through acquisition of real property or interests in real property the Corporation shall seek to: (1) preserve lands best suited for agriculture and most threatened by development pressure; (2)develop and maintain a critical mass of agricultural operations within Contra Costa County; and (3)maintain viable commercial agriculture operations through the preservation of contiguous tracts of Agricultural Areas; (4) minimize conflicts non-farm uses; (5) create buffers between agricultural uses and urban areas; and (6) create and sustain greater open space corridors and wildlife habitats. SECTION 3.3 Limitations No substantial part of the activities of the 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 on behalf of any candidate for public office; provided, however, that notwithstanding the foregoing the Corporation may appear in administrative, legislative, and judicial proceedings relating to revenue sources or to real property owned by or under contract for acquisition by, for, or at the request of the Corporation. The Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the charitable and public purposes described in its Articles of Incorporation. Funds of the Corporation shall be expended only for the purposes specified in Section 3.2 of this Article III. Funds of the Corporation may not be used to compensate any person or organization for expenditures or time spent on work unrelated to administration of the Corporation. Real property or interests in real property acquired by the Corporation shall be used solely for agricultural, open space, or habitat mitigation purposes and may not be sold or otherwise transferred for any other purpose. Any conveyance of real property or interest in real property held by the Corporation shall be subject to restrictions ensuring that such real property is used solely for agricultural, open space, or habitat mitigation purposes and may not be sold or otherwise transferred 2 for any other purpose; any such conveyance shall provide that the Corporation retains the right to enforce such restrictions and take measures necessary to abate impermissible uses. ARTICLE IV MEMBERSHIP This Corporation shall have no members. ARTICLE V DEDICATION OF ASSETS The properties and assets of this nonprofit Corporation are irrevocably dedicated to public benefits and/or charitable purposes. No part of the net earnings, properties, or assets of this Corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any Director or Officer of this Corporation. Upon the dissolution or winding up of the Corporation, any assets remaining after payment of, or provision for payment of, all debts and liabilities shall be distributed to a governmental entity described in Section 170(b)(1)(A)(v) of the Internal Revenue Code, or to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes, consistent with the purposes set forth above in Article III, which has established in its tax exempt status under Section 501(c)(3) of the Internal Revenue Code, which is qualified to receive"qualified conservation contributions" within the meaning of Section 170(h) of said Code, or the corresponding provisions of any future statute of the United States. ARTICLE VI BOARD OF DIRECTORS SECTION 6.1 Powers (a) General Corporate Powers. The business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised by, or under the direction of, the Board of Directors. (b) Specific Powers. Without prejudice to their general powers, the Directors shall have the power to: (i) Select and remove the Officers of the Corporation; prescribe any powers and duties for them that are consistent with the law, with the Articles of Incorporation, and with these Bylaws; and fix their compensation, if any. 3 (ii) Change the principal office in the County of Contra Costa from one location to another and designate any place within the County of Contra Costa for the holding of any meeting. (iii) Adopt, make, and use a corporate sea] and alter the form of the seal. (iv) Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation's purposes, in the Corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities. (v) Employ necessary staff to carry out the Corporation's business. SECTION 6.2 Number and Appointment of Directors The authorized number of Directors shall be three. The Contra Costa County Board of Supervisors hereby appoints the following Directors: (a) The Director of the Contra Costa County Community Development Department or an alternate designated by this Director. (b) The Director of the Contra Costa County Agriculture Department or an alternate designated by this Director. (c) The Assistant General Manager of Advanced Planning and Land Acquisition for the East Bay Regional Park District or an alternate designated by this Assistant General Manager. No Director may hold any elective public office. If at some future time funding opportunities expand, the Contra Costa County Board of Supervisors may increase the number of Directors to provide for a broader public representation. SECTION 6.3 Term of Office of Directors Each Director shall serve a term of four (4) years; provided, however, the term will automatically expire when the Director leaves his or her position as identified above. Each Director shall hold office until the expiration of the term for which he or she is appointed, or until the Director leaves his or her position. SECTION 6.4 Vacancies (a) Events Causing Vacancy. A vacancy on the Board of Directors shall be deemed to exist at the occurrence of any of the following- 4 (I) The death, resignation, or removal of any Director. (ii) The declaration by resolution of the Board of Directors of a vacancy in the office of a Director who has been declared of unsound mind by an order of the court or convicted of a felony or has been found by final order or judgment of any court to have breached a duty under the California Nonprofit Corporation Law, Corporation Code Section 5231 and following. (iii) The failure of the Board, at any meeting of the Board at which a Director is to be appointed, pursuant to Section 6.2(f), to appoint the Director. (iv) The change of residency of any Director to a residence outside of Contra Costa County. (v) The election of any Director to any public office. (b) Resignation. Except as provided in this paragraph, any Director may resign, which resignation shall be effective on giving written notice to the Chairman, unless the notice specifies a later time for the resignation to become effective. No Director may resign when the Corporation would then be left without a duly elected Director or Directors in charge of its affairs. (c) Removal. (I) Any Director may be removed, with cause, only by the vote of the majority of the members of the entire Board of Directors at a special meeting called for that purpose, or at a regular meeting, provided notice of that meeting and if the removal questions are given as provided in Section 6.7(b). Any vacancy caused by the removal of a Director shall be filled as provided in Section 6.4(d). (ii) If the Board finds that a Director has not attended three successive Board meetings, he/she shall be removed from the Board unless: (a) The Director requests a leave of absence for a limited period of time, and the Directors grant such leave. If such a leave is granted, the number of Board members will be reduced by one in determining a majority of the Board of Directors and whether a quorum is or is not present; (b) The Director suffers from an illness or disability which prevents the Director from attending meetings and the Board by resolution waives the removal procedure of this subsection (ii); or 5 (c) The majority of Board members agree to reinstate the Director who has missed three meetings. (d) Filling of Vacancies. If any vacancies occur among the designated Directors, such vacancies shall be filled by an appointment through the remainder of the vacant term by the Contra Costa County Board of Supervisors, pursuant to Section 6.2. In the event the County Board of Supervisor fails to appoint a new Director to fill a vacancy on the Board created by resignation, removal or expiration of the term of its appointed Director within a reasonable period of time following the event causing such vacancy, the Board shall, by a majority vote of the remaining Directors, appoint a Director to fill such vacancy. The Board, by majority vote, shall appoint a Director to fill any vacancy caused by the death, resignation, change in residency, or removal of an at-large Director. SECTION 6.5 Place of Meeting Regular meetings of the Board of Directors may be held at any place within the County of Contra Costa, as designated from time to time by the Directors. In the absence of such designation, regular meetings shall be held at the principal office of the Corporation. Special meetings of the Board shall be held at any place within the County of Contra Costa, as designated in the notice of meeting or, if not stated in the notice or if there is no notice, at the principal office of the Corporation. Notwithstanding the above, a regular or special meeting of the Board of Directors may be held at any place in the County of Contra Costa consented to in writing by all board members, not less than 48 hours before the meeting. If consents are given, they shall be filed with the minutes of the meeting. SECTION 6.6 Annual Meetings The Board of Directors shall hold an annual meeting at a time and place, within the County of Contra Costa, designated by the Board of Directors for purposes of electing officers, designating committees, and transacting regular business. Notice of these meetings shall be by first-class mail postmarked not less than 10 nor more than 40 days in advance thereof. SECTION 6.7 Special Meetings (a) Authority to Call. Special meetings of the Board of Directors for any purpose may be called at any time by the Chairman of the Board, or by any two Directors. 6 (b) Notice. Notice of any special meeting of the Board of Directors shall be given to all Directors either by first-class mail at least four days in advance or by notice delivered personally, or by telephone, facsimile, or telegraph at least 48 hours in advance. SECTION 6.8 Quorum A majority of the Board of Directors then in office shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 6.9. Every act or decision done or made by a majority of the Directors present at a meeting held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of the California Nonprofit Corporation Law. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of any Director, if any action taken is approved by at least a majority of the quorum required for meeting. SECTION 6.9 Adjournment A majority of the Directors present,whether or not constituting a quorum, may adjourn any meeting to another time and place. SECTION 6.10 Notice of Adjournment Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than 24 hours, in which case notice of the time and place shall be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjournment. SECTION 6.11 Public Notice and Participation (a) Public Notice. Notice of all meetings shall be provided to those members of the public requesting such notice at the same time and in the same manner as any notice provided to the Directors. The Corporation may charge a reasonable fee for providing such notice. (b) Agenda. The agenda for any regular meeting shall be posted at least 72 hours in advance of such meeting at the principal office of the Corporation. The agenda for any special meeting shall be posted in a like manner at least 48 hours in advance. No final action shall be taken on any item not appearing on the posted agenda except upon a unanimous vote of those members present that there is a need to take immediate action and that the need for action came to the attention of the Corporation subsequent to the posting of the agenda. (c) Meetings. All members of the public shall be allowed to attend any meeting of the Board of Directors. Provided, however, that the Board of Directors may meet in 7 closed session for the purpose of(i)considering matters which, pursuant to the Ralph M. Brown Act (Cal. Government Code Section 54950 et seq.), could be considered in closed session by a legislative body subject to that law; (ii)`considering appraisal reports and formulating offers for the acquisition of real property or interests therein; or (iii) negotiating with a seller or donor for the acquisition of real property or interests therein. SECTION 6.12 Compensation Of Directors Directors and Officers shall serve without compensation for their services, but they may receive such reimbursement of expenses as may be determined by the Board of Directors to be just and reasonable. SECTION 6.13 F Restriction On Interested Directors None of the persons serving on the Board of Directors at any time shall be an interested person. 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;(b)any shareholder, employee or officer of any corporation, or partner or employee of any partnership, which has rendered compensated services to the Corporation within the previous 12 months; and (c) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, mother-in-law, or father-in-law of any person described in (a) or (b) hereof. Any violation of the provisions of this paragraph shall not, however, affect the validity or enforceability of any transaction entered into by the Corporation. ARTICLE VII COMMITTEES SECTION 7.1 Committees Of The Board The Board of Directors may, by a majority of the Directors then in office, designate one or more committees, each consisting of two (2) or more Directors, to serve at the pleasure of the Board; provided,however,that if an Executive Committee is authorized by the Board, said Committee shall consist of not less than two (2)Directors. Any member of any committee may be removed, with or without cause, at any time by the Board. Any committee, to the extent provided in the resolution of the Board, shall have all or a portion of the authority of the Board, except that no committee, regardless of the Board resolution, may: (a) Fill vacancies on the Board or on any committee; (b) Expend any corporate funds for any purpose without the express authorization of the Board; 8 (c) Amend or repeal the Articles of Incorporation or Bylaws or adopt new Bylaws; (d) Amend or repeal any resolution of the Board; (e) Designate any other committees of the Board or appoint the members of any committee; (f) Approve any transaction (i)to which the Corporation is a party and as to which one or more Directors has a material financial interest;or(ii)between the Corporation and one or more of its Directors or between the Corporation and any corporation or firm in which one or more of its Directors has a material financial interest. SECTION 7.2 Meetings and Actions of Committees The Board of Directors may adopt rules for any committee not inconsistent with the provisions of these Bylaws. ARTICLE VIII OFFICERS SECTION 8.1 Officers The Corporation shall have the following officers selected from the membership of the Board of Directors: Chair, Vice-Chair, Secretary/Treasurer, and such other Officers as the Board may designate and appoint pursuant to Section 8.3. One person may hold any two or more offices, except that of Chair and Secretary/Treasurer. SECTION 8.2 Election Of Officers The Officers of the Corporation, except those appointed in accordance with the provisions of Section 8.3 of this-Article, shall be chosen annually by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of any Officer under a contract of employment. SECTION 8.3 Subordinate Officers The Board of Directors may appoint, and may authorize the Chair or any other officer to appoint, any other Officers that the business of the Corporation may require, each of who shall have the title, hold office for the period, have the authority, and perform the duties specified by the Bylaws or determined from time to time by the Board. 9 SECTION 8.4 Removal Of Officers Subject to rights, if any, under any contract of employment, any Officer may be removed, with or without cause,by the Board of Directors, at any regular or special meeting of the Board, or, except in the case of an Officer chosen by the Board, by an Officer on whom such power of removal has been conferred by the Board. SECTION 8.5 Resignation Of Officers Any Officer may resign at any time by giving written notice to the Board of Directors, the Chair, or the Secretary/Treasurer of the Corporation. Any resignation shall take effect at the date of receipt of that notice or at any later time specified in that notice. Unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the Corporation under any contract to which the Officer is a party. SECTION 8.6 Vacancies In Office A vacancy in any Office shall be filled only in the manner prescribed in these Bylaws for regular appointments to that Office. SECTION 8.7 Responsibilities Of Officers (a) Chair. The Chair shall be the chief executive officer of the Corporation and shall preside at all meetings of the Board of Directors. The Chair shall have such other powers and duties as may be prescribed by the Board or these Bylaws. The Chair shall be responsible to the Board, shall see that the Board is advised on all significant matters of the Corporation's business, and shall see that all orders and resolutions of the Board are carried into effect. The Chair shall be empowered to act, speak for, or otherwise represent the Corporation between meetings of the Board within the boundaries of policies and purposes established by the Board and as set forth in the Articles of Incorporation and these bylaws. The Chair shall be responsible for keeping the Board informed at all times of staff performance as related to program objectives, and for implementing any personnel policies adopted by the Board. (b) Vice-Chair. In the absence or disability of the Chair, the Vice-Chair shall perform all the duties of the Chair, and when so acting shall have all the powers of, and be subject to all the restrictions upon,the Chair. The Vice-Chair shall have such other duties as may from time to time be prescribed by the Board. 10 (c) Secretary/Treasurer. As a Secretary, the officer shall attend to the following: (i) Book of Minutes. The Secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of Directors and committees-of Directors, with the time and place of holding regular and special meetings, and if special, how authorized, the notice given, the names of those present at such meetings, and the proceedings of such meetings. (ii) Notices, Seal, and Other Duties. The Secretary shall give, or cause to be given, notice of all meetings of the Board required by the Bylaws to be given. The Secretary shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws. As a Treasurer the officer shall be the chief financial officer of the Corporation and shall attend to the following: (i) Books of Account. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, and other matters customarily included in financial statements. The books of account shall be open to inspection by any Director at all reasonable times. (ii) Deposit and Disbursement of Money and Valuables. The Treasurer shall deposit all money and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board; shall disburse funds of the Corporation as may be ordered by the Board; shall render to the Chair and Directors, whenever they request it, an account of all financial transactions and of the financial condition of the Corporation; and shall have other powers and perform such other duties as may be prescribed by the Board or the Bylaws. (iii) Bond. If required by the Board, the Treasurer shall give the Corporation a bond in the amount and with the surety specified by the Board for the faithful performance of the duties of his or her office and for restoration to the Corporation of all its books, papers, vouchers, money, and other property of every kind in his or her possession or under his or her control on his or her death, resignation, retirement, or removal from office. If additional Directors are added to the Board of Directors, the Directors may elect to separate the Office of Secretary/Treasurer into two offices so the tasks can be assigned to two different Directors. I1 The new offices can be titled"Secretary" and"Treasurer." .Such a separation of the office will not require an amendment to the Bylaws. ARTICLE IX RECORDS AND REPORTS SECTION 9.1 Maintenance Of Articles And Bylaws The Corporation shall keep at its principal office the original or a copy of the Articles and bylaws as amended to date. SECTION 9.2 Maintenance Of Other Corporate Records The accounting books, records, and minutes of the proceedings of the Board of Directors and any committee(s) of the Board shall be kept at such place or places designated by the Board, or, in the absence of such designation, at the principal executive office of the Corporation. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept in either written or typed form or in any other form capable of being converted into written, typed, or printed form. SECTION 9.3 Inspection By Directors Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Corporation and each of its subsidiary corporations. This inspection by a Director may be made in person or by an agent or attorney, and the right to copy and make extracts of documents. SECTION 9.4 Annual Report The Chair shall furnish a written report annually to all Directors of the Corporation and to the County of Contra Costa containing the following information: (a) The assets and liabilities, including the trust funds, of the 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 the Corporation, both unrestricted and restricted for particular purposes, for the fiscal year; (d) The expenses or disbursements of the Corporation, for both general and unrestricted purposes during the fiscal year•, 12 (e) Any transactions during the previous fiscal year involving Five Thousand Dollars ($5,000)or more between the Corporation or a subsidiary and in which any Director or Officer of the Corporation or subsidiary was a party. The report must disclose the names of the interested persons involved n such transaction, stating such person's relationship to the Corporation,the nature of such person's interest in the transaction, and where practicable, the amount of such interest; (f) The amount and circumstances of any indemnifications or advances aggregating more than Two Thousand Dollars ($2,000) paid during the fiscal year to any Officer or Director of the Corporation pursuant to Article 10 hereof, (g) The results of an audit by an independent certified public accountant of the Corporation's accounting books for the fiscal year. ARTICLE X CONTRACTS AND LOANS WITH DIRECTORS AND OFFICERS SECTION 10.1 Contracts With Directors And Officers (a) No Director or Officer of this Corporation, nor any other corporation, firm, association, or other entity in which one or more of this Corporation's Directors or Officers are Directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or other transaction with this Corporation, unless (i)the material facts regarding such Director's or Officer's financial interest in such contract or transaction and/or regarding such common directorship, officership, or financial interest are fully disclosed in good faith and are noted in the minutes, or are known to all members of the Board prior to consideration by the Board of such contract or transaction; (ii)such contract or transaction is authorized in good faith by a majority of the Board by a vote sufficient for that purpose without counting the vote or votes of such interested Director(s); (iii) prior to authorizing or approving the transaction, the Board considers and in good faith determines, after reasonable investigation under the circumstances, that the Corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and (iv)this Corporation enters into the transaction for its own benefit, and the transaction is fair and reasonable to this Corporation at the time the transaction is entered into. (b) The provisions of this Section do not apply to a transaction which is part of an educational or charitable program of the Corporation gift: (i) is approved or authorized by the Corporation in good faith and without unjustified favoritism; and (ii)results in a benefit to one or more Directors or Officers or their families because they are in the class of persons intended to be benefitted by the educational or charitable program of this Corporation. 13 1 - SECTION 10.2 Loans To Director's and Officers The Corporation shall not make any loan of money or property to or guarantee the obligation of any Director or Officer, unless approved by the Attorney General of the State of California; provided, however, that the Corporation may advance money to a Director or Officer of the Corporation for expenses reasonably anticipated to'be incurred in the performance of the duties of such Director or Officer, provided that in the absence of such advance such Director or Officer would be entitled to be reimbursed for such expenses by the Corporation. ARTICLE XI STANDARD OF CARE AND LIABILITY (a) 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 interests of the Corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances. (b) 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: (i) One or more Officers or employees of the Corporation whom the Director believes to be reliable and competent in the matters presented; (ii) Counsel, independent accountants or other persons as to matters which the Director believes to be within such person's professional or expert competence; or (iii) 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 therefor is indicated by the Circumstances, and without knowledge that would cause such reliance to be unwarranted. A person who performs the duties of a Director in accordance with the foregoing 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 the public and charitable purposes to which the Corporation, and assets held by it, are dedicated. 14 (c) Non-liability of Directors. The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation. ARTICLE XII INDEMNIFICATION OF DIRECTORS AND OFFICERS SECTION 12.1 Right To Indemnification This Corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any action or proceeding by reason of the fact that such person is or was an Officer, Director, or agent of this Corporation, or is or was serving at the request of this Corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership,joint venture, or other enterprise, against expenses,judgment, fines settlements, and other amounts actually and reasonably incurred in connection with such proceeding, to the fullest extent permitted under the Nonprofit Corporation Law of the State of California. In determining whether indemnification is available to the Director, Officer or agent of this Corporation under California law,the determination as to whether the applicable standard of conduct set forth in Section 5238 of the California Nonprofit Corporation Law has been met shall be made by a majority vote of quorum of Directors who are not parties to the proceeding. If the number of Directors who are not parties to the proceeding is less than two-thirds of the total number of Directors seated at the time the determination is to be made, the determination as to whether the applicable standard of conduct has been met shall be made by the court in which the proceeding is or was pending. The indemnification provided herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled, and shall continue as to a person who has ceased to be a Director, Officer or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. SECTION 12.2 Insurance This Corporation shall have the power to purchase and maintain insurance on behalf of any Director, Officer,or agent of the Corporation, against any liability asserted against or incurred by the Director, Officer, or agent in any such capacity or arising out of the Director's, Officer's, or agent's status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under Section 12.1 of these Bylaws; provided, however, that the Corporation shall have no power to purchase and maintain such insurance to indemnify any Director, Officer, or agent of the Corporation for any self-dealing transactions, as described in Section 5233 of the California Nonprofit Corporation Law. 15 ARTICLE XIII FISCAL YEAR The fiscal year of the Corporation shall end on June 30. ARTICLE XIV CONSTRUCTION AND DEFINITIONS Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, and the plural number includes the singular. ARTICLE XV AMENDMENTS Bylaws may be adopted, amended, or repealed by a majority vote of the entire Board of Directors. Where any provision of these Bylaws requires the vote of a greater number of the Directors than otherwise required, such provision shall not be altered, amended, or repealed except by the vote of the greater number. No amendment may extend the term of a Director beyond that for which such Director was appointed. CERTIFICATE OF SECRETARY/TREASURER I, the undersigned, the duly elected Secretary/Treasurer of the Agricultural Trust of Contra Costa County, a California corporation, do hereby certify that the foregoing Bylaws consisting of pages were adopted as the Bylaws of the Corporation by the Directors of the Corporation on , 1995 and the same do now constitute the Bylaws of said Corporation. IN WITNESS WHEREOF, I have hereunto subscribed my name this day of 1995. Secretary/Treasurer 16