HomeMy WebLinkAboutMINUTES - 07112006 - HA.2 HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA
TO: BOARD OF COMMISSIONERS
FROM: Rudy Tamayo,"Executive Director
DATE: July 11, 2006
SUBJECT: APPOINTMENT OF THE EXECUTIVE DIRECTOR OF THE HOUSING AUTHORITY OF
THE COUNTYuOF CONTRA COSTA, RUDY TAMAYO, TO THE DEANZA HOUSING
CORPORATION BOARD ACCORDING TO THE DEANZA HOUSING CORPORATION
BY- LAWS
SPECIFIC REQUEST(S) OR'I,'°RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION
I. RECOMMENDED ACTION:
APPOINT the Executive Director of the Housing Authority of the County of Contra Costa,
Rudy Tamayo, to the DeAnza Housing Corporation Board in accordance with the DeAnza Housing
Corporation By Laws.
II. FINANCIAL IMPACT:
None.
III. REASONS FOR RECOMMENDATION/BACKGROUND
The By-Laws of the DeAnza Housing Corporation were filed in the Office of the Secretary
of State on October 26, 2001 and subsequently adopted by the Incorporator on November 27,
2001. According to thIe By-Laws, the Incorporator of DeAnza Housing Corporation selected the
initial directors of the Corporation.
Pursuant to Section 4.6, Appointment, Term of Office and Qualification of Directors, of the
By-Laws, the Board of Commissioners of the Housing Authority shall make subsequent
appointments of a Housing Authority representative. The Housing Authority position on the
DeAnza Housing Corporation Board became vacant upon the retirement of Mr. Robert McEwan on
October 1, 2005. Mr.'Rudy Tamayo has temporarily filled the vacancy until a formal appointment
is made by your Board. A copy of the By-Laws is attached.
IV. CONSEQUENCES OF NEGATIVE ACTION:
Should the Board of Commissioners elect not to approve the appointment of Rudy Tamayo,
Executive Director of the Housing Authority of the County of Contra Costa, to the DeAnza Board,
the DeAnza Housing Corporation would be in violation of its By-Laws.
CONTINUED ON ATTACHMENT: YES SIGNATURE
Rudy amayo,Ex utive Director
RECOMMENDATION OF EXECUTIVE DIRECTOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S):
ACTION OF BOARD ON lit Ooo APPROVED AS RECOMMENDED (/'HER
VOTE OF COMMISSIONERS
I HEREBY CERTIFY THAT THIS IS A
UNANIMOUS (ABSENT ) TRUE AND CORRECT COPY OF AN
AYES: NOES: ACTION TAKEN AND ENTERED ON THE
ABSENT: ABSTAIN: MINUTES OF THE BOARD OF
COMMISSIONERS ON THE DATE SHOWN.
ATTESTED l C�000
JO CUL EN,CLERK OF
TH OARD OF COMMISSIONERS
AND COUNTY ADMINISTRATOR
BY ,DEPUTY
H:UudyHayes\MSOFFICE\WINWORD\BOARD\DeAnzaGardens Appt Ex Dir To Board.doc
-BYLAW S
i
BYLAWS OF
DeANZA HOUSING CORPORATION
A`California Nonprofit Public Benefit Corporation
ARTICLE 1.
NAME
Section 1.1 Name. The name of this corporation is DeAnza Housing Corporation (the
"Corporation'!).
ARTICLE 2.
OFFICES
Section 2.1 Principal Office. The principal office for the affairs of the Corporation is
located at 3133 Estudillo'',Street,P.O. Box 2759, Martinez, CA 94553. The board of directors of
the Corporation (the "Board") may change the principal office from one location to another.
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 3.
MEMBERS
Section 3.1 No Members. The Corporation shall have no members. All corporate
actions shall be approved by the Board in the manner provided in these Bylaws, except such
actions as are authorized;by these Bylaws without further Board approval.
ARTICLE 4.
DIRECTORS
Section 4.1 General Corporate Powers. Subject to the California Nonprofit Public
Benefit Corporation Law and any other applicable laws, the Corporation's activities and affairs
shall be managed by, and all corporate powers shall be exercised under the direction of, the
Board.
Section 4.2 Specific Powers. Without prejudice to the general powers set forth in
Section 4.1, but subject to the same limitations, the directors shall have the power to:
a. Appoint and remove, at the pleasure of the Board, all the Corporation's officers,
agents, and employees; prescribe powers and duties for them that are consistent with applicable
843\03\150594.3 1
law, the Corporation's articles of incorporation, and these Bylaws; and fix their compensation
and require from them security for faithful performance of their duties.
b. Change the principal office or the principal business office in California from one
location to another; cause,,t,h e Corporation to be qualified to conduct its activities in any other
state, territory, dependency, or country, and conduct its activities within or outside California;
and designate any place Within or outside California for holding any meeting of the Board.
C. Adopt or alter and use a corporate seal.
d. Borrow money and incur indebtedness on behalf of the Corporation, and cause to
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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.
e. Construct,joperate, maintain, improve, buy, sell, convey, assign, mortgage, or
lease any real estate and personal property necessary and incident to the provision of housing for
low income persons.
Section 4.3 Authorized Number of Directors. The authorized number of directors
shall be five (5).
Section 4.4 Compensation and Reimbursement of Directors. The directors shall serve
without compensation, although they may be reimbursed for their expenditures on behalf of the
Corporation.
Section 4.5 Restriction on Interested Persons as Directors. No more than forty-nine
percent (49%) 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 twelve (12) months, whether as a full-time or part-time employee, independent
contractor, or otherwise,'and/or (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 any such
person. Any violation of this Section 4.5 shall not affect the enforceability of any transaction
entered into by the Corporation.
Section 4.6 Appointment, Tenn of Office and Qualification of Directors.
a. The initial directors shall be appointed by the Corporation's incorporator. All
subsequent directors shall be appointed as follows:
(1) One member shall be appointed by the Board of Commissioners of the
Housing Authority of the County of Contra Costa(the "Commission"); and
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(2) All other members shall be appointed by the board of directors of the
Corporation, three (3) of whom shall be low and moderate income residents of the community of
Bay Point including adjacent portions of the city of Pittsburg, owners or senior officers of private
establishments and other iki.nstitutions located in and serving the community of Bay Point
including adjacent portions of the city of Pittsburg, or representatives of low and moderate
income neighborhood organizations located in the community of Bay Point including adjacent
portions of the city of Pittsburg.
b. Except as provided below for the initial directors, the term of office for each
director shall be the longer of two (2) years or until his or her successor is appointed. In order to
stagger the terms of the directors, the term of office for the initial directors appointed by the
Corporation's incorporat6 r shall be one (1) year for two (2) directors, two (2) years I for two (2)
directors, and three (3) years for one (1) director, with the Board determining which terms shall
apply to which directors.'
C. Appointment of directors appointed by the Board shall take place annually at a
regular meeting or a special meeting of the Corporation. Upon the expiration of the term of the
director selected by the Commission, the Commission shall provide an indication of their
selection of the memberappointed by the Commission at the same meeting that other directors
are selected.
Section 4.7 Vacancies on the Board. A vacancy shall be deemed to exist if the actual
number of directors is less than the authorized number for any reason.
Section 4.8 Removal of Directors. The board of directors of the Corporation may
remove any director (other than the member appointed by the Commission) from the Board with
or without cause. Absence of a director from three (3) or more consecutive Board meetings shall
constitute cause for removal. The director appointed by the Commission may be removed from
the Board by the Commission with or without cause.
Section 4.9 Resignations of Directors. Except as provided below, any director may
resign by giving written notice to the president or secretary of the Corporation. The resignation
shall be effective when the notice is given or at any later time specified in the notice. Except on
notice to the Attorney General of California, no director may resign if the Corporation would be
left without a duly appointed director.
Section 4.10 Filling Vacancies. Vacancies shall be filled by the Board for the members
appointed by the Board and by the Commission for the member appointed by the Commission.
Section 4.11 No Vacancy on Reduction of Number of Directors. No reduction of the
authorized number of directors shall have the effect of removing any director before that
director's term expires.
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Section 4.12 Meeting s of the Board. A regular meeting of the Board shall be held at
least once a year at such time and place as shall be designated by the directors for the purpose of
organization, election of officers, and the transaction of other business.
Section 4.13 Special Meetings. Special meetings of the Board may be called for any
purpose and at any time by the president, the secretary, or any two (2) directors.
Section 4.14 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. In addition, notice of all regular and
special meetings must comply with the provisions of the California Public Meeting Law,
commonly known as the Brown Act, to the extent applicable.
Section 4.15 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 meeting. Notice of a meeting also
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 4.16 Quorum. A majority of the directors currently on the Board shall
constitute a quorum for the transaction of business, except to adjourn. Every action taken or
decision made by a majority' of the directors present at a duly held meeting at which a quorum
has been present shall be the act of the Board.
Section-4.17 Adjournment. A majority of the directors present, 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 4.18 Action Without a Meeting. To the extent permitted by the California
Public Meeting Law, as that law applies to the Corporation, 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 effect as any action
approved at a meeting by the unanimous vote of the directors. For the purpose of this section,
"all members of the Board" shall not include any "interested director" as defined by Section 5233
of the California Corporations Code. All such consents shall be filed with the minutes of the
proceedings of the Board.
843\03\150594.3 4
Section 4.19 Meetings by Conference Telephone. 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 each other. Participation by directors in a
meeting in the manner provided in this Section 4.19 constitutes presence in person at the
meeting.
Section 4.20 Committee of Directors. The Board may, by resolution, designate one (1)
or more committees, each,consisting of two (2) or more directors, to serve at the pleasure of the
Board. Any committee, to the extent provided in the Board's designating resolution, shall have
all the authority of the Board, except that no committee, regardless of Board resolution, may:
a. Fill vacancies on the Board or on any committee;
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b. Fix compensation of directors for serving on the Board or any committee;
C. Amend or repeal these Bylaws;
d. Amend or repeal any resolution of the Board which is not by its express terms so
amendable or repealable;
e. Appoint any other committees of the Board or the members of established
committees;
f. Spend corporate funds to support a nominee for director after there are more
people nominated for director than can be elected; and
g. Approve any self-dealing transaction, except as provided by Section 5233(d)(3) of
the California Corporations Code.
Section 4.21 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 such Bylaws as are necessary to
substitute the committee'and its members for the Board and its members. Committee Meetings
shall also comply with the requirements of the California Public Meeting Law to the extent
applicable. Minutes shal!1 be kept of each meeting of all committees and shall be filed with the
corporate records. The Board may adopt rules for the governance of any committee not
inconsistent with the provisions of these Bylaws concerning meetings of directors.
Section 4.22 Standard of Care - General. A director shall perform the duties of a
director, including duties as a member of all committees 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 the
Corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in
a like position would use under similar circumstances.
843\03\150594.3 5
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
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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 persons'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 defined in Section 5233 of the California
Corporations Code, a person who performs the duties of a director in accordance with the above
shall have no liability based upon alleged failure to discharge that person's obligations as a
director, including (with6ut limiting the generality of the foregoing) any*actions or omissions
that exceed or defeat a public or charitable purpose to which the Corporation, or assets held by it,
may be dedicated.
Section 4.23 Standard of Care -- Investments. Except with respect to assets held for use
or used directly in carrying out the Corporation's charitable activities, in investing, reinvesting,
purchasing, acquiring, exchanging, selling, and managing the Corporation's investments, the
Board shall avoid speculation, looking instead to the permanent disposition of the funds,
considering the probablejncome as well as the probable safety of the Corporation's capital. The
provisions of Section 4.2'2 shall apply to this Section 4.23.
The Board shall also comply with all additional standards, if any, imposed by the
Corporation's articles of incorporation, these Bylaws, or the express terms of any instrument or
agreement pursuant to which the assets were obtained by the Corporation.
Section 4.24 Self-Dealing Transactions. A self-dealing transaction is one (a) to which
the Corporation is a party and (b) in which one or more of the directors has a material financial
interest, either directly or because the transaction is between the Corporation and any entity in
which one or more of the Corporation's directors has a material financial interest. The Board
shall not approve a self-dealing transaction unless:
a. the Corporation is entering into the transaction for its own benefit;
b. the transaction is fair and reasonable as to the Corporation at the time the
Corporation entered into I the transaction;
843\03\150594.3 6
C. the Board's approval occurs prior to consummating the transaction or any part
thereof, unless (i) the Board's approval was not reasonably practicable to obtain prior to
consummating the transaction, (ii) a committee or person authorized by the Board approves the
transaction prior to its consummation, and (iii) the Board ratifies the transaction at its next
meeting after determining that (i) and (ii) have been satisfied;
d. the Board's approval is made in good faith;
e. the Board's approval is made by a vote of a majority of the directors then in office
without counting the vote of the interested director or directors;
f. the Board's approval is made with knowledge of(i) the material facts concerning
the transaction and (ii) the interested director's or directors' interest in the transaction; and
g. after reasonable investigation, the Board has considered and in good faith
determined under the circumstances that the Corporation could not have obtained a more
advantageous arrangement with reasonable effort.
Section 4.25 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 the
Corporation.
ARTICLE 5.
OFFICERS
Section 5.1 Officers of the Corporation. The officers of the Corporation shall be a
president, a secretary, a treasurer, and an Executive Director. The Corporation may also have, at
the Board's discretion, one or more vice presidents, one or more assistant secretaries, and one or
more assistant treasurers. Any number of offices may be held by the same person, except that
neither the secretary nor the treasurer may serve concurrently as the president. The president,
secretary and treasurer shall be chosen from among the directors of the Corporation. All other
officers need not be members of the Board.
Section 5.2 Election of Officers. The officers of the Corporation, except those
appointed under Section' 5.3, shall be chosen annually by the Board, shall serve at the pleasure of
the Board, and shall serve until a successor is chosen or such officer resigns or is removed from
office.
Section 5.3 Other Officers. The Board may appoint or may authorize the president, or
any other officer, 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 as determined by the Board.
843\03\150594.3 7
Section 5.4 Removal of Officers. Any officer may be removed with or without cause
by the Board, and if the officer was appointed by an officer, then also 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. Unless otherwise
specified in the notice, the resignation need not be accepted to be effective. Any resignation as
an officer shall not affect the resigning officer's position as a director of the Corporation.
However, an officer's resignation as a director pursuant to Section 4.9 shall automatically
constitute resignation as an officer upon the effective date of resignation as a director.
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. Vacancies may be filled as they occur.
Section 5.7 Reimbursement of Expenses. The Corporation may provide
reimbursement for expenditures on behalf of the Corporation by its officers.
Section 5.8 President. The president shall preside at meetings of the Board and shall
exercise and perform such other powers and duties as may from time to time be assigned to the
president by the Board.
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, or, if not ranked, a vice president designated
by the Board, shall perform all duties of the president. When so acting, a vice president shall
have all powers of and he subject to all restrictions on the president. The vice presidents shall
have such other powers land perform such other duties as the Board or these 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 each meeting was held, whether the meeting was annual, regular, or
special, and, if special, how authorized and the notice given.
843\03\150594.3
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b. The secretary shall keep or cause to be kept, at the Corporation's principal office;
a copy of the Corporation's articles of incorporation and these Bylaws, as amended to date.
C. 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 funds, 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, these Bylaws, or 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.
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 with such depositories as the Board
may designate; shall disburse the Corporation's funds as the Board may order; shall render to the
president and the Board, when requested, an account of all transactions and of the financial
condition of the Corporation; and shall have such other powers and perform such other duties as
the Board or the Bylaws may prescribe.
Section 5.12 Executive Director. The executive director shall be the chief operating
officer of the corporation's and shall report to the Board. The executive director shall have those
powers authorized by the;Board and shall be responsible for managing the business of the
corporation, executing agreements authorized by the Board or authorized by the Bylaws,
supervising staff and consultants, and carrying out other activities necessary or beneficial to the
Corporation.
ARTICLE 6.
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. 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 Indemnification. The Corporation shall indemnify its directors, officers,
employees, and agents, including persons formerly occupying any such position, to the fullest
843\03\150594.3 9
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
proceeding, whether civil,' criminal, administrative, or investigative.
In all cases where indemnification is sought, the Corporation shall be subject to the
restrictions and requirements contained in Section 5238 of the California Corporations Code.
Section 6.4 Insurance. The Board may adopt a resolution authorizing the purchase of
insurance on behalf of any director, officer, employee, or agent of the Corporation 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, to the extent such insurance is commercially available and is
economically feasible for the Corporation to purchase.
Section 6.5 Annual Report to Directors. The Board shall cause an annual report to be
sent to the directors within one hundred twenty(120) days after the end of the Corporation's
fiscal year. That report shall contain the following information, in appropriate detail, for the
fiscal year:
a. The assets and liabilities, including 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; and
d. The expenses or disbursements of the Corporation, for both general and restricted
purposes, during the fiscal year.
Section 6.6 Annual Statement of Certain Transactions. As part of the annual report to
the directors pursuant to ,Section 6.5, the Corporation shall annually furnish a written statement
to all directors that lists covered transactions in which the Corporation, its parent, or any
subsidiary was a party and in which any director or officer of the Corporation, its parent, or any
subsidiary had a direct or indirect material financial interest. A mere common directorship is not
a material financial interest. For the purpose of this Section 6.6, covered transactions required to
be reported are any transaction during the previous fiscal year(i) involving more than Fifty
Thousand Dollars ($50,0,00), or (ii) which was one of a number of transactions in which the
same interested person had a direct or indirect material financial interest, and which in the
aggregate involved more than Fifty Thousand Dollars ($50,000). The statement prepared
pursuant to this Section 6.6 shall contain the following information:
8431031150594.3
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a. A brief description of the covered transaction;
b. The names of the interested person or persons;
C. A brief description of the person's or persons' relationship to the Corporation; and
d. A brief description of the nature of the person's or persons' interest in the
transaction, and, where practicable, the amount of such interest. (In the case of a transaction
with a partnership in which such a person is a partner, only the interest of the partnership need be
stated.)
The statement prepared pursuant to this Section 6.6 shall also briefly describe the amount
and circumstances of any indemnifications or advances aggregating more than Ten Thousand
Dollars ($10,000) paid during the fiscal year to any current or former officer or director of the
Corporation pursuant to Section 6.3.
Section 6.7 Amendment of Bylaws. The Bylaws may be amended or repealed and
new Bylaws adopted by the vote of a majority of the members of the Board. Such amended or
newly adopted Bylaws shall take effect immediately.
843\03\150594.3 11
CERTIFICATE OF SECRETARY
I, the undersigned, certify:
(1) That I am the duly elected and acting secretary of DeAnza Housing Corporation, a
California nonprofit public benefit corporation; and
(2) That the foregoing Bylaws, comprising eleven (11) pages, constitute the Bylaws
of such corporation as dully ratified by action of the Board of Directors of the corporation duly
taken on November 28, 2001.
IN WITNESS THEREOF, I have hereunto subscribed my name, this 2 day of
2001.
Secretary
843\03\150594.3
DeANZA HOUSING CORPORATION
Certification by Incorporator Regarding
Adoption of Bylaws and Appointment of Initial Directors
1, M David Kroot, am the incorporator of DeAnza Housing Corporation(the
"Corporation") pursuant to the articles of incorporation filed in the Office of the Secretary of
State on October 26, 2001. 1 adopt the Bylaws for the Corporation in the form attached to this
certification.
I elect the following persons as directors of the Corporation:
1. Robert J. McEwan;
2. William L. Howell;
3. Kenneth F. Bartlett;
4. Anthony Reese; and
5. Pamela Keedy.
Executed this 27 day of November, 2001.
By:
M David Kroot
843\03\1 50594.3
In the Matter of RESOLUTION NO. 2006/413
Honoring the Clerk-Recorder Department for excellence during the June 6, 2006 Primary Election
WHEREAS California counties were required to be in compliance with new state,and federal accessibility
regulations by January 1,2006; and
WHEREAS Clerk-Recorder Stephen L. Weir successfully negotiated allocation of funds to all California
counties to fund the accessibility requirements;and
WHEREAS the new accessibility requirements applied to voter equipment,Elections staff recognized that
voter-accessible equipment necessitated voter-accessible poll sites,and worked tirelessly to assure poll site
accessibility; and
WHEREAS the Clerk-Recorder Department conducted three elections with the new voting equipment
before the accessibility deadline, and Contra Costa County was one of only two California counties that
were completely compliant with the new state and federal accessibility regulations by the deadline; and
WHEREAS the June 6,2006 Primary Election involved 110 mail-only precincts,27 ballot types,8 political
party variations, and 216 distinct ballot variations, and required the establishment and oversight of 714
polling locations and 1,428 electronic-voting machines; and
WHEREAS through the unsurpassed commitment of Elections staff, 2,761 trained poll workers and
rovers successfully met all the challenges of the primary election;
NOW,THEREFORE,BE IT RESOLVED that this Board takes great pleasure in congratulating the Clerk-
Recorder Department and Elections staff, in particular, on its excellent service to Contra Costa County
residents during the June 6,2006 Primary Election.
JOHN GIOIA
Chair
District I Supervisor
6�'GAYI,t B UILKEMA MARK DeSAULNIER
Distri t II Sup or District IV Supervisor
MA . PIEPHO FEDE AL D. GLOVER
District III Supervisor District V Supervisor
o`�' Witness my hand and the Seal of the
Board of Supervisors affixed this 11th Day
of July 2006
john Cullen, lerk of the Board of
Supervis and County Administrator
STA cook t`I By
Introduced by
Supervisors John Gioia and Mary N. Piepho
z