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HomeMy WebLinkAbout8767RESOLUTION NO. 8767 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS APPROVING AMENDED AND RESTATED BYLAWS OF THE REDLANDS PUBLIC IMPROVEMENT CORPORATION WHEREAS, the City of Redlands (the "City") has heretofore established the Redlands Public Improvement Corporation (the "Corporation"), duly organized and existing under the laws of the State of California; and WHEREAS, the specific purposes for which the Corporation is organized include benefitting the City and its residents by participating with the City in projects to improve the health, safety and welfare of the City and its residents, purchasing and leasing real and personal property in connection with such projects, and assisting the City in financing, acquiring and constructing such projects; and WHEREAS, the City Council and the Board of Trustees of the Corporation have determined that it is in the best interest of the Corporation to amend and restate the Bylaws of the Corporation; and WHEREAS, there has been prepared and submitted to this meeting a form of the Amended and Restated Bylaws of the Corporation (the "Amended and Restated Bylaws"); and WHEREAS, the Bylaws provide that the Bylaws may be amended or repealed, or new Bylaws may be adopted, by majority vote of the Board of Trustees of the Corporation present and voting at any duly held meeting of the Board of Trustees, provided that any such amendment, repeal or adoption of new Bylaws shall be approved by the City Council of the City; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF REDLANDS AS FOLLOWS; Section 1. The foregoing recitals are true and correct, and the City Council so finds and determines. Section 2. The form of the Amended and Restated Bylaws, in substantially the form submitted to this meeting and made apart hereof as though set forth herein as Exhibit `A', is hereby approved and adopted and shall stand as the Bylaws of the Corporation until valid amendment thereof. Section 3. This Resolution shall take effect immediately upon its adoption. 19Resolutions\Res 8700-8799\8767 Approving RPIC Amended and Restated Bylaws.docx ADOPTED, SIGNED AND APPROVED this 17th day of March, 2026. Mario Saucedo, Mayor Attest: i1 TDon.aldson, City Clerk 4157-1395-3392.1 I, Jeanne Donaldson, City Clerk of the City of Redlands, hereby certify that the foregoing Resolution was duly adopted by the City Council at a regular meeting thereof, held on the 17th day of March, 2026, by the following vote: AYES: Councilmembers Barich, Tejeda, Davis, Shaw; Mayor Saucedo NOES: None ABSENT: None ABSTAIN: None JegWe Donaldson, City Clerk I \ResolutionslRes 8700-8799\8767 Approving RPIC Amended and Restated Bylaws.docx AMENDED AND RESTATED BYLAWS OF REDLANDS PUBLIC IMPROVEMENT CORPORATION ARTICLE I NAME The name of this organization is REDLANDS PUBLIC IMPROVEMENT CORPORATION. ARTICLE II The purposes for which this organization is formed shall be as provided in its Articles of Incorporation. ARTICLE III MEMBERSHIP This Corporation shall have no members and shall be governed solely by its Board of Trustees. The provision of Article IV, Section 3, concerning the designation of the members of the City Council (referred to hereinafter as the "City Council") of the City of Redlands (referred to hereinafter as the "City") as the members of the Board of Trustees, shall not be construed to mean that the members of the City Council are the corporate members of this Corporation. ARTICLE IV BOARD OF TRUSTEES I. Responsibility. Except as otherwise provided by the Articles of Incorporation or by the Bylaws, the powers of the Corporation shall be exercised, its property shall be controlled and its affairs shall be conducted by the Board of Trustees (hereinafter referred to as the "Board"). 2. Board of Trustees Members. The Board's members shall be, at all times, the members of the City Council of the City, serving ex officio. The term of office as a member of the Board shall terminate when such member of the Board shall cease to be a member of the City Council of the City, and the successor to such member of the City Council of the City shall become a member of the Board. 3. Voting Rights. Each trustee shall be entitled to one (1) vote on all matters before the Board. There shall be no voting by proxy. 4. Regular Meetings. Regular meetings of the Board shall be held at such time as the Board may fix by resolution from time to time; provided, however, that at least one regular 4140-4815-8310.4 meeting shall be held each year. The annual regular meeting of the Board shall be held immediately following the first City Council meeting of each fiscal year of the City and shall be held at the location of such City Council meeting. The Board may, however, change from time to time the date, time or location of the annual regular meeting by noting such change in the minutes of the meeting of the Board at which such date, time or location was changed. The changing of such date, time or location shall not be deemed to be an amendment of these Bylaws. All regular meetings shall, in all respects, conform to provisions of the Ralph M. Brown Act, being sections 54950 through 54963 of the California Government Code (the "Brown Act'). 5. Snecial Meetings. Special meetings of the Board shall be called, noticed and held in accordance with the provisions of section 54956 of the Brown Act. 6. Quorum. A quorum shall consist of a majority of the members of the Board unless a greater number is expressly required by statute, by the Articles of Incorporation of the Corporation, or by these Bylaws. Every act or decision done or made by a majority of the members of the Board present at a meeting duly held at which a quorum is present, shall be the act of the Board. 7. Compensation of Trustees. Trustees, members of committees and officers shall receive no compensation for their services. However, they shall be entitled to receive such just and reasonable reimbursement of expenses as may be determined by the Board. ARTICLE V OFFICERS 1. Officers. The officers of the Corporation shall consist of a Chair of the Board, a President, a Secretary and a Treasurer, and such other officers as the Board may appoint. 2. Selection of Officers. The Chair of the Board shall be the Mayor of the City. The City Manager of the City shall be the President of the Corporation. The City Cleric of the City shall be the Secretary of the Corporation. The Treasurer of the City shall be the Treasurer of the Corporation. Each such person shall continue to serve as such officer of the Corporation for so long as such person holds the corresponding position described above with the City. Should a vacancy occur in any office as a result of death, resignation, removal, disqualification or any other cause, the Board may elect or appoint a successor for said office, who shall serve until a successor is elected or appointed to hold the corresponding position with the City. 3. Chair. The Chair of the Board shall preside at all meetings of the Board and shall have such other powers and duties as may be prescribed by the Board or by these Bylaws. In the absence of the Chair at a meeting of the Board, the Board shall designate a member of the Board to preside over such meeting. 4. President. The President shall be the chief corporate officer of the Corporation and shall, subject to the control of the Board, have general supervision, direction and control of the business and officers of the Corporation. He or she shall be ex officio member of all standing committees, and shall have the general powers and duties of management usually vested 2 4140-4815-8310.4 in the office of president of a corporation and shall have such other powers and duties as may be prescribed by the Board or by these Bylaws. 5. Secretary. The Secretary shall keep or cause to be kept a book of minutes at the principal office or at such other place as the Board may order of all meetings of the trustees with the time and place of holding, whether regular or special, and if special how authorized, the notice thereof given, the names of those present at the trustees' meetings and the proceedings thereof. The Secretary shall give or cause to be given notice of all the meetings of the Board required by these Bylaws or by law to be given, and the Secretary shall keep the seal of the Corporation (if any) in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board from time to time. 6. Treasurer. The Treasurer shall be the chief financial officer of the Corporation and shall keep and maintain or cause to be kept and maintained adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. All monies and other valuables shall be deposited in the name and to the credit of the Corporation with such depositories as may from time to time be designated by the Board. The funds of the Corporation shall be disbursed upon the check or draft of the Corporation signed pursuant to the order of the Board. When requested by the President or the Board, the Treasurer shall render an account of the financial condition of the Corporation and shall perform all other duties required of him or her by the President, trustees and committees pertaining to the office of Treasurer. ARTICLE VI COMMITTEES t. Committees Generally. Committees of the Board shall be standing or special. Each committee shall exercise such power and carry out such functions as are designated by these Bylaws or as delegated by the Board from time to time. Except as otherwise provided by the Board or these Bylaws, such committees shall be advisory only and subject to the control of the Board. 2. Membership, Appointment. The chairperson and members of each committee shall be appointed annually by the President, subject to approval by the Board. 3. Quorum, Meetings. A majority of the members of a committee shall constitute a quorum at any meeting of that committee. Each committee shall meet as often as is necessary to perform its duties. 4. Vacancies. Vacancies in any committee shall be filled for the unexpired portion of the term in the same manner as provided in the case of original appointment. 5. Expenditures. Except as may otherwise be provided by the Board or by these Bylaws, any expenditure of corporate funds by a committee shall require prior approval of the Board. 4140-4815-8310.4 ARTICLE VII GENERAL PROVISIONS 1. Offices. This Corporation shall have and continuously maintain a registered office in the City of Redlands, State of California. Bonding. All employees handling funds shall be properly bonded. 3. Self -Dealing. In the exercise of voting rights by members of the Board, no individual shall vote on any issue, motion or resolution which directly or indirectly inures to his or her benefit financially except that such individual may be counted in order to qualify a quorum and, except as the Board may otherwise direct, may participate in the discussion of such an issue, motion or resolution if he or she first discloses the nature of his or her interest, subject to Section 5230 et seq. of the California Corporations Code or any successor statute. 4. Indemnification. This Corporation may indemnify any trustee, officer, employee or agent of the Corporation for liability incurred by such person in the exercise of his or her duties with respect to this corporation to the extent permitted by Section 5238 of the California Corporations Code or any successor statute. June of each year. Fiscal Year. The fiscal year of this Corporation shall end on the 30th day of ARTICLE VIII AMENDMENTS These Bylaws may be amended or repealed, or new Bylaws may be adopted, by majority vote of the trustees of the Corporation present and voting at any duly held meeting of the Board, provided that any such amendment, repeal or adoption of new Bylaws shall be approved by the City Council. 4140-4815-8310.4 CERTIFICATE OF SECRETARY 1, the undersigned, do hereby certify: 1. That I am the duly elected and acting Secretary of Redlands Public Improvement Corporation, a California nonprofit corporation; and 2. That the foregoing Bylaws, comprising four (4) pages, constitute the Bylaws of said Corporation as duly adopted and approved by the Board of Trustees of said Corporation at a meeting duly held on March 17, 2026 and approved by the City Council of the City of Redlands at a meeting duly held on March 17, 2026. I That the foregoing Bylaws have not been modified or amended since the date of their adoption and are fully effective as of the date of this certificate. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Corporation this 17L day of MARL R, 2026. 5 <--�� i)z-��� JqWne Donaldson, Secretary 4140-4915-9310.4