ARTICLE I - General
Section 1.01 Organization, Purpose and Use of Funds.
The CSDA Finance Corporation (Corporation) is a nonprofit public benefit corporation organized under the Nonprofit Corporation law of the State of California to provide financial assistance to certain special districts (the "Districts") which are members of the California Special Districts Association by acquiring, constructing and financing various public facilities and equipment for the use, benefit and enjoyment of the public (herein "facilities"). The corporation will also provide such financial assistance to certain Associate Members of the California Special Districts Association as such membership is defined by the Bylaws of the California Special Districts Association, provided that any such Associate Member is otherwise authorized by law to issue tax-exempt municipal obligations of the type issued by the financing program conducted by this Corporation. The activities of the Corporation shall be limited to the activities described in the Article of Incorporation. No gains, profits or dividends shall be distributed to any of the members of the Corporation; and no part of the net earnings, funds or assets of the Corporation shall inure to the benefit of any Director or any other person, firm or Corporation excepting only the California Special Districts Association.
Section 1.02. Principal Office. The principal office of the Corporation is hereby fixed at the office of the Ca Special Districts Association. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another or eliminate any office or offices.
Section 1.03. Seal. The corporate seal of the Corporation shall set forth the name of the Corporation and shall have inscribed thereon the words "Incorporated February 16, 1988."
ARTICLE II – No Members
Section 2.01. No Members. Pursuant to Section 5310 of the California Corporations Code, the corporation shall have no members.
ARTICLE III - Directors
Section 3.01. Powers. Subject to limitation of the Articles of Incorporation or the Bylaws, and of the California Nonprofit Corporation Law, and subject to the duties of Directors as prescribed by the Bylaws, all the powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by, the Board of Directors. No Director shall be responsible for any error in judgment or for anything that he may do or refrain from doing in good faith. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors shall have the following powers, to:
First: Subject to the approval of the Board of Directors of the California Special Districts Association or its delegated representative, to select and remove all the other officers, agents and employees of the Corporation, prescribe such powers and duties for them as may not be inconsistent with law or the Articles of Incorporation or Bylaws;
Second: To conduct, manage and control the affairs and business of the Corporation and to make such rules and regulations therefore not inconsistent with law or the Articles of Incorporation or Bylaws, as they may deem best;
Third: For the purposes of the Corporation, to cause to be executed and delivered therefore, in the name of the Corporation, construction contracts, purchase agreements, site leases, leases, insurance contracts, employment contracts, indentures of trust, and to borrow money and incur indebtedness, including promissory notes, bonds, certificates of participation, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefore.
Fourth: To do any and all acts necessary and appropriate in order to participate in an approved financing program on behalf of the Regular and Associate members of the California Special Districts Association.
Fifth: To perform any and all acts incidental to its primary purpose of providing financial assistance to special districts including, but not limited to, the furnishing of advice and consultation to other public agencies and non-profit corporations in California or other states who may not be members of the California Special Districts Association regarding the development and operation of financing programs for the acquisition, construction and financing of various public facilities for the benefit of their public constituents.
Section 3.02. Number and Qualification of Directors. The authorized number of Directors shall be seven (7) and identical to the number of members of the CSDA Finance Corporation Committee.
Section 3.03. Selection and Term of Office. The Directors shall be members of the CSDA Finance Corporation Committee, who are appointed by the Board of Directors of the California Special Districts Association pursuant to its Bylaws. Each Director of the Corporation shall hold office for the period that Director remains a member of the CSDA Finance Corporation Committee and until a successor has been designated by the Board of Directors of the Ca Special Districts Association and has accepted the office.
Section 3.04. Vacancies. Subject to the provisions of Section 5226 of the California Nonprofit Corporation Law, any Director may resign as a Director of this Corporation effective upon giving written notice to the President, the Secretary, or the Board of Directors of this Corporation, unless the notice specifies a later time for the effectiveness of such resignation. Such resignation shall also serve as an effective resignation of said Director as a member of the CSDA Finance Corporation Committee. If the resignation is effective at a future time, the successor may be selected as herein provided before such time, to take office when the resignation becomes effective.
A vacancy or vacancies on the Board of Directors of this Corporation shall exist on the occurrence of the following: (a) the death or resignation of any Director; (b) the declaration by Board resolution of a vacancy of the office of a Director who has been declared of unsound mind by an order of court, or convicted of a felony; (c) the removal of a Director for a fraudulent act in an action in superior court under Section 9223 of the California Corporations Code; (d) the increase in the authorized number of Directors; (e) the removal of a Director by the Board of Directors of this Corporation for failure to attend three (3) consecutive meetings of the Board of Directors of this Corporation; (f) the removal of a Director without cause, which removal shall be solely at the discretion of the Board of Directors of the California Special Districts Association. Each Director of this Corporation so selected to fill a vacancy on the Board shall hold office for the period of time that Director remains a member of the CSDA Finance Corporation Committee and until his successor has been designated and has accepted the office.
Section 3.05. Organization and Annual Meetings. The Board of Directors shall hold an annual meeting for the purpose of organization and selection of officers, and the transaction of other business. Annual meetings of the Board shall be held without call or notice during the annual conference of the California Special Districts Association.
Section 3.06. Regular Meetings and Agenda. Each year, the Board shall set and approve a calendar of Regular meetings to be held. At least seventy-two (72) hours before a regular meeting, the Secretary or their appointed designee shall post an agenda containing a brief general description of each item of business to be transacted or discussed at the meeting. The agenda shall specify the time and location of the regular meeting and shall be posted in a location that is freely accessible to members of the public. No action shall be taken on any item not appearing on the posted agenda; provided, however, that action may be taken on items of business not appearing on the posted agenda if (a) there is a determination by a majority vote of the Board of Directors that an emergency situation exists, as defined in Government Code Section 54956.5; or (b) there is a determination by two-thirds (2/3) vote of the Board of Directors, or, if less than two-thirds (2/3) of the members are present, a unanimous vote of those members present, that the need to take action arose subsequent to the agenda being posted; or (c) the item was posted for a prior meeting of the Board of Directors occurring not more than (5) calendar days prior to the date action is taken on the item, and at the prior meeting the item was continued to the meeting at which action is being taken.
Section 3.07. Special Meetings and Notice Waiver. A special meeting of the Board of Directors shall be held whenever called by the President, or by a majority of the Directors. Written notice of each such meeting shall be delivered personally, by mail or electronic mail to each Director and to each local newspaper of general circulation, radio or television station requesting notice in writing pursuant to Government Code Section 54956. The call and notice shall specify the time and place of the special meeting and the business to be transacted. The call and notice shall also be posted at least twenty-four (24) hours prior to the special meeting in a location that is freely accessible to members of the public. No other business shall be considered at these meetings by the Board of Directors other than that which is specified in the call and notice.
The written notice may be dispensed with as to any Director who at, or prior to the time the meeting convenes, files with the Secretary of the Board of Directors or their designee a written waiver of notice, such notice may be given personally, by mail or electronic mail. This written notice may also be dispensed with as to any Director who is actually present at the meeting at the time it convenes. The transactions of any such meeting of the Board of Directors, however called and noticed, and wherever held, shall be valid as though it were a meeting after regular call and notice if a quorum was present, provided that each of the Directors not present signs a written waiver of notice with the Secretary as set forth herein. All such waivers shall be filed with the corporate records and made a part of the minutes of the meeting.
Section 3.08. Adjourned Meetings and Notice of Adjournment. The Board of Directors may adjourn any regular, adjourned regular, special or adjourned special meeting to a time and place specified in the order of adjournment by an affirmative vote of the majority of the Directors present. Less than a quorum may so adjourn from time to time. A copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the regular, adjourned regular, special or adjourned special meeting was held within twenty-four (24) hours after the time of the adjournment. If the meeting is to be adjourned for more than twenty-four (24) hours, notice of the time and place of resumption of the adjourned meeting must be given for the time the meeting is to resume to any Directors who were not present at the meeting when the meeting was adjourned. When a regular or adjourned regular meeting is adjourned as provided in this section, the resulting adjourned regular meeting is a regular meeting for all purposes.
Section 3.09. Quorum. A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present, shall be regarded as the act of the Board of Directors unless a greater number be required by law or by the Articles of Incorporation.
Section 3.10. Fees and Compensation. Directors shall receive no compensation for their services as Directors but are entitled to reimbursement for reasonable expenses incurred in attending meetings of the Board of Directors of this Corporation and in transacting business of this Corporation as authorized by the Board of Directors.
Section 3.11. Ralph M. Brown Act. Notwithstanding any of the provisions of these Bylaws to the contrary, all meetings of Directors shall be subject to the Ralph M. Brown Act, commencing at Section 54950 of the Government Code of the State of California.
Section 3.12. Conduct of Meetings. The President or, in his absence, the Vice President, or in his absence, a Chairman chosen by a majority of the Directors present, shall preside.
ARTICLE IV - Officers
Section 4.01. Officers. The officers of the Corporation shall be President, Vice President, Secretary and Treasurer.
Section 4.02. Election. The officers shall be elected annually by the Board of Directors. Each shall serve at the pleasure of the Board of Directors, and each shall hold office until the officer resigns, is removed, or otherwise is disqualified to serve, or the officer's successor is elected and qualified.
Without prejudice to any rights of an officer under any contract of employment, any officer may be removed with or without cause by the Board of Directors. Any officer may resign at any time by giving written notice to the Corporation. The resignation shall take effect as of the date that the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective.
A vacancy in an office because of death, resignation, removal, disqualification, or any other cause, shall be filled in a manner prescribed in these Bylaws for regular elections to that office.
Section 4.03. President. The president shall be the presiding officer of the Corporation, subject to the control of the Board of Directors, and shall be the Board liaison working with the Executive Director/Administrator to carryout the affairs of the Corporation. The President shall preside at all meetings of the Board of Directors and shall have such other powers and duties as the Board or the Bylaws may prescribe.
Section 4.04. Vice President. In the absence or disability of the President, the Vice President, shall perform all the duties of the President. When so acting, the Vice President shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or by the Bylaws.
Section 4.05. Secretary. The Secretary or a designee appointed by the Board of Directors shall keep at the principal office of the Corporation, a book of minutes of all meetings, proceedings and actions of the Board of Directors. The minutes of the meetings shall include the time and place that the meeting was held, whether the meeting was annual, regular, or special, and, if special, how called or authorized, the notice given, the names of those present at Board of Directors' meetings, and the proceedings conducted at said meetings.
Section 4.06. Treasurer. The Treasurer or a designee appointed by the Board of Directors shall be the chief financial officer and shall keep and maintain adequate and correct books of account showing the receipts and disbursements of the Corporation, and an account of its cash and other assets, if any. Such books of account shall at all reasonable times be open to inspection by any Director.
The Treasurer or a designee appointed by the Board of Directors shall deposit all moneys of the Corporation with such depositories as are designated by the Board of Directors, and shall disburse the funds of the Corporation as may be ordered by the Board of Directors, and shall render to the President or the Board of Directors, upon request, statements of the financial condition of the Corporation.
ARTICLE V - Miscellaneous
Section 5.01. Execution of Documents. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent or other person shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable to any purpose or for any amount.
Section 5.02. Dissolution. This corporation may elect voluntarily to wind-up and dissolve by approval of a majority of the Board of Directors of this Corporation subject to the approval of the Board of Directors of the California Special Districts Association. In the event of dissolution of this Corporation in any manner and for any cause, after the payment or adequate provision for payment of all of its debts and liabilities, all the remaining funds, assets and properties of the Corporation shall be paid or distributed to the California Special Districts Association.
Section 5.03. Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the Nonprofit Corporation Law of the State of California shall govern the construction of these Bylaws. If any section, subsection, sentence, clause or phrase of these Bylaws, or the application thereof is contrary to the Nonprofit Corporation Law of the State of California, the provisions of that law shall prevail. Without limiting the generality of the foregoing the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term "person" includes a Corporation as well as a natural person.
Section 5.04. Indemnification. To the fullest extent permitted by law, the CSDA Finance Corporation shall defend, indemnify and hold harmless both its past and present directors, officers, employees and other persons described in Section 5238(a) of the California Corporations Code, against any and all actions, expenses, fines, judgments, claims, liabilities, settlements and other amounts reasonably incurred by them in connection with any “proceeding”, as that term is used in the Section 5238(a) of the California Corporations Code. “Expenses”, as used in these Bylaws, shall have the same meaning as in Section 5238(a) of the California Corporations Code.
On written request to the Board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations Code, the Board shall promptly determine under Section 5238(e) of the California Corporations code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met, and if so, the Board shall authorize indemnification.
If the Board cannot authorize indemnification because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the Board shall authorize applications to the court in which such proceeding is or was pending for determination of entitlement to indemnification.
The Court shall determine under Section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met, and, if so, the Court shall authorize indemnification.
The CSDA Finance Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law, on behalf of its officers, directors, employees, and agents, against any liability asserted against or incurred by any officer, director, employee or agent in such capacity, or arising out of the officer’s, director’s, employee’s, or agent’s status as such.
No member, individual, director, or staff member of the CSDA Finance Corporation shall be personally liable to the CSDA Finance Corporation’s creditors, or for any indebtedness or liability. Any and all creditors shall look only to the CSDA Finance Corporation’s assets for payment.
ARTICLE VI - Amendments
Section 6.01. Amendments to Bylaws. New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote of the majority of the Board of Directors of this Corporation; provided, however, that no amendment to these Bylaws nor any new Bylaws shall be effective until approved by the Board of Directors of the California Special Districts Association.