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HomeMy WebLinkAboutMINUTES - 03291988 - S.9 Sq THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA Adopted this Order on March 29, 1988 , by the following vote: AYES: Supervisors Powers, Fanden, McPeak, Torlakson NOES: None ABSENT: Supervisor Schroder ABSTAIN: None SUBJECT: Concord Naval Weapons Station Maintenance Contract Lawrence E. Gault appeared before the Board and commented on the Phoenix Program's maintenance contract with the Concord Naval Weapons Station. He referred to the Articles of Incorporation of the Contra Costa Rehabilitation Programs, Inc. , dated November 13, 1972 (copy attached) , and expressed the belief that the Phoenix Program is not abiding by the rules set forth in this document. IT IS BY THE BOARD ORDERED that the matter of the maintenance contract at the Concord Naval Weapons Station is REFERRED to the County Administrator and County Counsel for review. cc: County Administrator County Counsel 1 hereby certify that this is a true and correct copy of sn action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: 10*444.4 079' 199 PHIL.BATCHELOR, Clerk cf the Board of Supervisors and County Administrator By , Deputy . ,rl�r�,++►ti� I FOR OFFICE OF THE SECRETARY OF STATE EDMUND G. BROWN of annexedThat the transcript .m•. ed with the FxcoRD on file in this • �� . • .• • IN WITNESS WHEREOF, te this certificate • affix Seal of the State of California k NOV 13 i �• �.`' `.�,a.*rte ;°yj rT'�._ Secretary of State l F fll }7 6689511 E N D 0 R S E 0 F. 1 L E: :D In ARTICLES OF INCORPORATICN 'h" office `f 'h` 6'°"'eer id "''• o1 ow yleft of C61Nerma CCNTRT A COSTA REHABILITATION PRC.3RAMS, I..C, t�OV i a_.. �, r7 LEDt/!IND C. 830„' Jr` ¢crefarq of ."to By F. C=Y VC-.BL Tie, the undersigned, for the purpose of forming a corporatiolloputy under Part I of Division II of the Corporation Code of the State of California, . also known as the General NOn-Profit Corporation Lave, do certify that: First : The name of said corporation is Contra Costa Rehabilit- tion Programs, Inc. ,Rrimary . Second: That thdLpurposes for which- the corporation is formed are as follows? To promote the establishment of a multifunational rehabilitat- ion services system for Contra Costa County and adjacent areas, and engage in the maintenance and management of that system; To examine rehabilitation needs for the area and plan and imp- lement programs to meet them; To function as a coordinating body for various agencies involved in the delivery of services within the system to be established; To receive, administer and expend funds from various sources for the above stated purposes. Third: That the corporation is organized pursuant to the general non-profit corporation laws of .the State of California. in California Fourth: That Contra Costa County is the CountIV where the prin- cipal office for the transaction of business is located. Fifth: The governing body of the corporation shall be knorn as the Board of Trusties. The names and addresses of the persons who are to act in the capacity= of initial trustees t(Aznx=xxx4M I:z3z ii2YiA'�C 7C �. C �iCX7 R JZ R XM -a Ai;X2:2 X7C$$xa$MMX A- a,x xA.Ywp dx x until the snlecticn c.f their successors are as follows: (2) L:.C:=<.M .._:;i' ii4, 1-h.D. , 2500 Apra AVO=W, Mutines, CA -%553 9 IONIC= I..l,.:i .a".iyS , 11M Lindell Drives Bl Sob antis CA. 94803 CEi x;13 i_ "1".=: , 1262 Btu att Streets BerhalW, CA 94I7M .r Sixth: Trustees: shall not be personlly liable for the debt.s,. - ` liabilities or obligations of the corporation. Seventh: In the furtherance of the primary purpose of this corporation, .it may receive donations and acol-L, mulate funds for the. -ccomD1i shme.lt of its purpose , it may co all things and have all powers granted .or alloyed to a non - profit corporation by the laws of Calif- ornia as they are noz, constituted as they may be , from time to time , amende_; to do every act and thing necessary and convenient to carry out and attain the above-specified purposea to the same extent as natural persons way do. Further, the corporation is not orgai ed, nor sltall it be operated for pecuniar;- &-Oin or profit , ani it does not conte prate the distribut- ion of gains, pr.ofit_ or dividens to the members thti:•- of and is organized ,olely for purposes. The property, a3s,--ts , profits vnd net nc.o.n�_-- of ti:i: are irrevocably dedioated to provide rehabi- a t J.o n ._..a rola vd services and no ua.rr tr.e .;r net income re to ttie be.rie its cf, any trust-ees 'f icer or memz,., -=s thereof or to the benefit of my private stockholder i uc iyV 4 6 ua1. (3) Upon the dissolution of this corporation, its assets remaining after payment of, or provisions for payment of all debts and liabilities of this corporation shall be distributed to a non-profit foundation or corporation which has established its excmpt status under Section 501 (c) (3) , of the Internal Revenue Code and Section 23701 (d� of the Revenue and Taxation Code. If this corporation holds any assets in trust, such asNets shall be disposed of in such a manner as may be directed by decree of the Superior Court of the County in which this corporation' s principal office is located, upon petition therefore by the Attorney General or by any person concerned in the liquidation. The general purposes and powers are to haUe and exercise all rights and powers conferred on nonprofit corporations under the laws C. of California, including the power to contract , rent , buy or sell personal or real property; provided, however, 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. IN rWITNES5 WHEREOF, we the undersigned incorporators, including (4) each person named in the foregoing articles as the -first trustees of said corporation have executed. these articles of incorporation this 8th day of Plovember , 1972. C' STATE of California ) OFFICIAL SEAL SS ��""i �.. PATRiCIA IN-1. DIX s� ac<:•`; i r,107 "P.'3UC-CALIFORNIA CO ,'TQ:, CCSTA COUNTY osOct.6.197 5CountSof Contra Costa MyCommssiorEr;ir ' On this the 8th day of November , 1972, bef or me, Patricia TIT. Dix , a Notary Public for the State of Calif ornia personally appeared Leonard iie:'.-man, PhT, Tiaycard Lee Wachs, Charles E, Taylor knc,�:n to me to be the persons whose names are subscribed to the within �ticles of Incorporation and actino,;;ledgCd to rre that they excuted the IIS 7,11TIyE3S i'MEREOF, I hereunto set rry hand and affix ply officiw3 sec." on the day and year first above. ti°mitten, r BY-LAT CONTRA COST, REHABILITATION PROGRAMS, INC. I. PRINCIPAL OFFICE The principal office for the transaction of the business of the corporation is hereby afiaed and located at Martinez, California. The Board of Trustees may change the location of the principal office from one location to another in the County of Contra Costa, State of Calif- ornia. 11. SEAL The Board of Trustees may adopt a seal for use by the corporation and may change said seal by a vote of a majority of a quorum thereof. III. .MEMBERSHIP AND VOTING THE membership of the corporation for purposes of voting in matters relating to the affairs of the corporation, shall consist of all persons ( who (I) actively are engaged in the work of the corporation or regularly are recipients of its services and (2) subscribe their names to a copy of these by-laws. Said copy shall be kept reasonably available for subscripition by eligible persons at the principal office of the corp- oration. The Secretary-treasurer shall be responsible for custody of such copy of the By-Laws and for its availability at reasonable times. The Board of Trustees may appoint a committee from among the member- ship to determine the initial eligibility of any person for membership using the criteria stated in clause " (1) " above. In the absence of such committee, or in the event of failure to appoint one, eligibility shall be determined by the President of the corporation. If a member ceases to qualify under clause "(1) " , he shall automatically cease to be a member, and shall not be entitled to a vote at any. membership meeting. ( Questions as to cessation of eligibility for membership and entitlement to vote shall be settled by the membership committee if appointed, or by the President if no such committee is appointed or the committee is N absent from a membership meeting. Such decisions may be made at any time, whether prior to or during any membership meeting. IV. MEETINGS OF MEdBERS The first meeting of the members of the corporation shall beheld in November, 1972, at a time and place determined by the Board of ! Trustees' The annual meeting of the members of the corporation shall be held on the time and date of the first regularly scheduled meeting of the Board of Trustees for the month of November each year and shall be at the primcipal office of the corporation or a site otherwise chosen by the Board of Trustees. Notice of such meeting shall be given by posting a written notice in the principal office of the corporation at least one week in advance of such annual meeting. A special meeting of the members of the corporation may be called by the President, the Board of Trustees or any twelve members of the corp- oration, by posting a notice of such meeting in the principal office of the corporation and delivering a copy of such notice personally to the Secretary-treasurer or the President of the Corporation. The Secret vy- treasurer, upon receiving such notice, shall send copies of the notice to the membership. The notice shall specify the date, time and location of the meeting and shall include an agenda of matters to be considered. No matter not listed in the agenda shall--be considered at such special meet- ing. The date for such special meeting shall be at least two weeks after the date of the noticication of the Secertrary-treasurer or President , or the date of the posting of notice, whichever occurs later. The facilities of the corporation shall be made available for any special meeting, consistent with the operating requirements of the corp- oration. V. POWERS OF Y-EMBERS Members acting at a duly called membership meeting may pass advisory resolutions and make recommendations to the Board of Trustees. Such (3) resolution and recommendations shall be given weight by the Board of Trustees in its deliberations, but are not binding on the Board. VI. BOARD OF TRUSTEES The Board of Trustees shall be constituted as follows: A. The orginal incorporators shall serve as the Board of Trustees from the date of incorporation for an indefinite term. B. On or bef o3nJanuary 1, 1973, said orginal incorporators shall select ( 2 ) additional persons to serve with the other members of the Board of Trustees. VII. BOARD OF ADVISORS On or befo3a June 1, 1973, said Board of Trustees shall select (9 ) persons to serve as the Board of Advisors. Which when fully constituted shall be representative of certain community groups and interests, as follows: There shall be a least (1) representative of County services (Social Services, Medical Services, Mental Health services, etc: Staff members representativd of the Mentaly and Physicaly handicapped facilities both Public and Private programs represented in the community. Powers of this Board of Adt isors to act as and pass advisory resolutions and to make recommendations to the Board of Trustees. Such resolutions and rec ommendations shall be given weight by the Board of Trustees in its deli— berations, but are not binding on the Board of Trustees. VIII. QUCRUMS No business of the corporation shall be transacted or resolution or recommendation pass in the absence of a quorum. A quorum of the Board of Trustees consists of 2X3 of the members of such Board. A quorum of the general membership or the Board of Advisors consists ( of 50�j of the members of the Board of Advisors. IX. MEETIriGS OF BOARD OF TRUSTEES The Board of Trustees shall establish regular meeting dates and shall (4) meet at the call of the President of the corporation or of three members of the Board of Trustees, reasonable notice having been given by telephone, written notice or personally informing its members. However, failure to notify all members shall not void said meetings. Meetings of the Board shall be held at least quartetly. R. POWERS OF THE BOARD OF TRUSTEES Subject to the powers of members as provided by law or as herein set forth, all corporate powers of the corporation shall be exercised by and under the authority of,-and the business and affairs of the corporation shall be controlled by, the Board of Trustees. Without limiting the gene- rality of the foregoing, the Board of Trustees shall have the following powers: To select and renew all the agents and employees of the corporation, prescribe such powers and duties for them asmay be incosistent with law, Cor with the Articles of Incorporation or these By-Laws , to fix their compensation and to require from them security for faithful service; To change the principal office for the transaction of the business of the corporation from one location to another within the same county; to fix and locate from time to time one or more subsidiary offices of the corporation within or with out the State Of California; to designate any place within or without the State of California for the holding of any meeting of the Board of Trustees or the membership; and to adopt, make and use the corporate seal, and toalter the form thereof from time to time as in their judgement they deem best, provided such seal shall at all times comply with the provisions of the law; To borrow money and incur indebtedness for the purposes of the corp- oration, and to cause to be executed and delivered therefore, in the corp- orate name, promissory notes, bonds, debentures, deeds of trust , mortgages, pledges, hyportecations or other evidences of debt and securities therefor; To deposit money in insured saving accounts in banks or saving and loan associations of their couice and traw interest theron in the name of the corporation. XI. OFFICERS The officers of the corporation shall be: President , Vice President, and Secretary-Treasurer. All officers shall be member of the Board of Trustees, and the Board of Advisors, and no person not previouley or concurrently appointed as a member of the Board of Trustees shall be appointed an officer of the corp- oration. Vancancies in any office occurring during the year shall be filled by the Board of Trustees, for the unexpired ter of the person vacating such office. An officer may be repaced by the Board of Trustees at any properly called meeting of the Board. The Presidant shall preside at all meetings of the Board of Trustees or of the general membership, and shall have such other powers and duties as may be prescribed from time to time by the Board of Trustees. The Vice-President; shall perform all duties of the President in the latter' s absence or disability, and shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Trustees. The Secretary-Treasurer: shall receive and samely keep all funds of the corporation and deposit same in such bank or banks as may be designated by the Board of Trustees. Such funds shall be paid out only on the check of the corporation signed by the Secretary-treasurer (or one of the other officers in an emeggancy and the absence of the Secretary-treasurer) . The Secretary-treasurer shall keep a full and complete reoord' of the proceedings of the Board of Trustees, shall keep the seal if a seal is adopted, and affix the same to such papers and instruments as may be required in the regular course of business.. Shall prepare, -make or serve such notices as may be necessary and proper , shall supervise the keeping of the records and documents of the corporation, and shall discharge such other duties as pertain to the office or as prescribed by the Board olf Trustees. XII. AMENDMENTS New By-Laws may be adopted, or these By-Laws may be supplemented, amended or repealed by the Noard of Trustees by a taco—thirds (2/3) vote of the Trustees present and voting at any meeting of the Board. Before the By-Laws change is effective, the proposed change shall have been presented in writing at the neat prior meeting of the Board. C 41-ry.c G: SROwN JR. STATE OF CALIFORNIA SECRfiTA7iY OP-SThT6 SECRETARY OF STATE II I CAPITOL MALL SACRAMENTO 95814 No. 653735 F' TRA Cox OSTA REHABILITATION PROGRti!-,'IS, INC• CORPORATION NO. 668954 o" Pdartinez, Ca 94553 SAB N O V 13 1972 DATE 7 IF STATEMENT INDICATES BALANCE DUE, DETACH THIS PART AND RETURN WITH REMITTANCE CONTRA COSTA REHABILITATION PROGRJUdS, INC. RE: - AMOUNT CMARGto Filing articles of incorporation--------------------------- 5_____—_-l- -- _ � ---------- 11�13_72 0-- Filing qualification papers, foreign corporation--------_____________----—_—__— _ $$2.00 Recording------------------------------------------------------------------------------------------------------- 2 0� --------------------- -------- - 2.00 Affixing certificate and seal to copy-- - 2 -------- 1.00 ------1.00 Comparing-------------------- ----------------------------------------------------------------------------------------- -------- ------------------- 30¢ per page Making copy-------------------------------------------------------------------------- ------------------------------------------- ---- ------- C Filing certificate re amendment articles of incorporation__-------------------------- ---------------------------------------------------------------------------- --_______—__—_ -- ----------- ------ ----- - 5.00 Filing document supplementing or amending qualification papers, foreign corporation_-_________------------, ____-_______ Filing agreement of merger or consolidation and certificates constituent corporations------------------------- ------------- --------- ----------- ------------------------------------------------------------------------------ -------------------- 5.00 Filing certificates of election to wind and dissolve----------------------------------------------------------------------------------—---------------___-____ 5.00 Filing certificate of final dissolution---------------------------------------------------------------------------------------- ------ - 10.00 Filing application to trademark, and/or service mark, and/or renewal----------------------___________— 5.00 Recordation of assignment of trademarks and/or service marks-------------------------------------------- _-_____--__ 5.00 Filing designation of agent---------------------------------------------------------------------------------- - -- --- -- --- — 3.00 Issuing certificate of filin -------------------------------------------------------------------- -------------------------- - --- - - 3.00 Issuing certificate of good standing---------------------------------------------------- --------------------------------- —---— - 3.00 Issuing certificate of listings re corporate documents----------------------------------_----------___--__---------- --_—_ _--------- 5.00 Filing certified copy of decree changing name-----------------------------------------------------------_____-- ---___--_--____--- 2.00 Certifying to qualification of (officer)----------------------------------------------------------------- --- - -— --- — - 5.00 Attesting commission---------------------------------------------------------------------------------------------------------------------- --- ----------------- 1.00 Repro S 10---------------------------------------------------------------------------------------------------------------------------------------------- ------------------ 5.00 Receiving copies of process against corporation------------------------------------------------------------------------------ ------ --------------------- -------------------------------------------------------------------------------------- ---— - P,r.CRI. l . dDITJIFF _ - ----------------------------- -- ------------------------ Minimum franchise tax prepayment------------------------------------------------------------------------------------ ---- - TOTAL CHARGES --------------------- - - 1 -00 Nu' 653735 A'�40UNT RECEIVED- 1°' OC REFUND------------------------------------------------------ -- -- I BALANCE DUE---------- ------------- � - lE-I. ]6934-932 10-71 70M.DU?VO CSV STATE OF CALIFORNIA FRANCHISE TAX BOARD November 13, 1972 CRAMENTO, CALIFORNIA 958V In reply refer to EO:JCS:ch Contra Costa Rehabilitation Programs, Inc. P. 0. Box 2187 Martinez, CA 94553 Purpose: Social Welfare Code Section: 23701f Form of Organization: Corporation Accounting Period Ending: June 30 Organization Number: Gentlemen: Based on your stated purposes and the understanding that your present operations will continue or will be as proposed in your application, you are exempt from state franchise or income tax under the provisions of the Revenue and Taxation Code section indicated above. Any changes in operation, character or purposes must be reported to this office i=ediately for consideration of their effect upon your exempt status. You also must report any change in name or address. You are required to file Form 199 (Exempt Organization Annual Inform- tion Return) or Form 199E (Exempt Organization Annual Information Statement) on or before the 15th day of the 5th month (4-1/2 months). after the close of your accounting period. See annual instructions with forms for requirements, You are not required to file state franchise or income tax returns unless you have income subject to the unrelated business income tax under Section 23731 of the Code. In this event, you are required to file Form 109 (Exempt Organization Business Income Tax Return) by the 15th day of the 3rd month (2-1/2 months) after the close of your annual accounting period. If the organization is incorporating or is a foreign corporation qualifying to do business in California, this approval will expire unless incorporation or qualification is completed within 30 days, Exemption from federal income or other taxes and other state taxes requires separate applications. Very truly yours, Janes C. Stewart Counsel X cc: Secretary of State (Corp) cc: Registrar of Charitable Trusts FTB 4207 (1-72)