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Res 1845 - Woodburn Foundation COUNCIL BILL NO. 2651 RESOLUTION NO.1845 A RESOLUTION AUTHORIZING CITY PARTICIPATION IN THE WOODBURN FOUNDATION, A NON-PROFIT CORPORATION THAT WILL EXIST INDEPENDENTLY FROM THE CITY AND THAT WILL BENEFIT THE CITY. WHEREAS, it is an objective of the Mayor and the City Council to facilitate the creation of a community foundation; and WHEREAS, the Recreation Division researched the creation of the Woodburn Foundation ("the Foundation"), examined other similar existing organizations, and assisted in drafting proposed Woodburn Foundation Draft Bylaws ("the Draft Bylaws"); and WHEREAS, under the Draft Bylaws, the Board of Directors of the Foundation includes the Mayor, or the Mayor's appointee, and one City Councilor; and WHEREAS, pursuant to the Draft Bylaws, the Foundation will exist as a independent entity from the City; and WHEREAS, despite the Foundation's independent status, it is appropriate for the City to formally authorize participation on the Board of Directors; NOW, THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. The City Council finds that it is in the public interest for the City to participate in the Foundation. Section 2. The City Council authorizes the participation of the City, through its Mayor and one City Councilor, to serve on the Board of Directors of the Foundation. Section 3. The City Council acknowledges the existence of the Draft Bylaws, which are affixed to this resolution as Attachment "A" and are by this reference incorporated herein. Page 1 - Council Bill No. 2651 Resolution No. 1845 ... T' .. Approved as to form: /J}'t'Vo- //~ City Attorney Passed by the Council Submitted to the Mayor Approved by the Mayor January 10. 2007 January 10. 2007 Filed in the Office of the Recorder January 10. 2007 ATTEST: iY1~L '~d ~nant City Recorder City of Woodburn, Oregon Page 1 - Council Bill No. 2651 Resolution No. 1845 ... T .. . DRAFT i ATTACHMENT ~ Page _...1.- of By-laws of the Woodburn Foundation Adopted (Month: November 15, 2006) Section 1- Offices The Principal Office of the Woodburn Foundation is 270 Montgomery Street, Woodburn, OR 97071, and it is located in Marion County, Oregon. Section 2 - Members The Woodburn Foundation shall have no members. Section 3 - Directors 3-1 Powers All corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction, of a Board of Directors. 3-2 Number The Board of Directors of the corporation shall consist of not fewer than five no more than seven members. 3-3 Qualification and Appointment All Directors must be United States citizens and must reside or own property or operate a business in the City of Woodburn, Oregon. Directors shall be appointed in the following manner: (a) Director position one shall be the Mayor of the City of Woodburn or the Mayor's appointee; (b) Director position two shall be a Councilor of the City of Woodburn appointed by the City of Woodburn; (c) Director position three shall be appointed by the Woodburn Chamber of Commerce Board of Directors; (d) Director positions four through seven shall be appointed as "at-large" positions by the then existing Board of Directors. The four "at-large" Directors shall be broadly representative of various community interests, including but not limited to, education, recreation, finance, development, law, health care, utilities, public works, transportation, housing, economic development, industry, labor and neighborhoods. 1 ... T' .. ATTAC~ENT A Page __ of '1 (e) The chair of the (Woodburn Recreation and Parks Advisory Board, Friends of the Library. Woodburn Library Advisor Board. or other desiqnated District board director). and the Executive Director of the District shall be ex-officio, non-voting members of the Board of Directors. Any board members identified above may not serve on the Foundation as voting board members. 3-4 Tenure of Office Directors designated in position one through three 3-3 (a-c) will not have a tenure term of office limitation. The term of office for all Directors in "at-large" positions shall be three years. An "at-large" position director may serve two consecutive terms. An "at-large" director who has served two consecutive terms is eligible for reappointment after a three-year period from the end of such prior service. At each annual meeting of the directors, a new class of directors will be elected by all of the directors of the board to replace the expiring class of directors. The expiring class of directors will serve until the first meeting of the full board of directors following the election. 3-5 Vacancies A vacancy in the Board of Directors shall exist upon death, resignation, or removal of any director. A vacancy in the Board of Directors shall be filled by appointment in accordance with the provisions of section 3-3. Each director so appointed shall hold office for the balance of the unexpired term of his or her predecessor. 3-6 Resignation A director may resign at any time by delivering written notice to the President or Secretary. Once delivered, a notice of resignation is irrevocable unless permitted by the Board of Directors. 3-7 Removal A director appointed pursuant to section 3-3 (a) through (c) may be removed at any time, with or without cause, by the person or entity that appointed the director. Directors appointed pursuant to section 3-3 (d) may be removed at any time, with or without cause, by a unanimous vote of the Board of Directors, excluding the director who may be removed. 3-8 Meetings An annual meeting of the Board of Directors shall be at a time, date, and place designated by the Board of Directors. Regular meetings are to be scheduled by the Board of Directors. Special meetings are other meetings that are not scheduled. The 2 ... 'T' " .. ATTACHMENT A Page -2.}..- of ot Board of Directors may hold any meeting in or out of the State of Oregon. The Board of Directors may permit any or all of the directors to participate in any meeting by use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. 3-9 Action Without Meeting An action required or permitted to be taken at a Board of Director's meeting may be taken without a meeting if the action is taken by a majority of all members of the Board of Directors. The action shall be evidenced by written consent describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this section is effective when the last director signs the consent, unless the consent specifies an earlier or later effective date. Consent under this section has the effect of a meeting vote and may be described as such. 3-10 Notice of Meetings The annual meeting of the Board of Directors must be preceded by not less than seven days notice to each director of the date, time, and place of the meeting. Regular meetings of the Board of Directors may be held without further notice of the date, time, place, or purpose of the meeting. Special meetings of the Board of Directors must be preceded by at least seven days notice, if given by first class mail, or 48 hours notice if delivered personally or if given by telephone, fax or email to each director. The notice of any special meeting shall describe the purpose of the meeting, and the time, date, and location of the meeting. The President, Secretary or any two directors may call and give notice of a meeting of the board. 3-11 Quorum and Voting A quorum of the Board of Directors shall consist of a majority of the number of directors in office immediately before the meeting begins. If a quorum is present when a vote is taken, the affirmative vote of a majority of the directors present when the action is taken is the act of the Board of Directors except to the extent that these bylaws require the vote of a greater number of directors. 3-12 Voting Each Director shall have the right to cast one (1) vote on each question and never more than one (1) vote, which may be cast in person, by proxy or by Unites States Mail or by voice telephone. 3 ... T ,. .,. 'I' ATTACHMENT t Page . .:~._ of 3-13 Proxy Voting A Director may appoint only another Director of the Corporation as his proxy. Any proxy must be filed in writing with the Executive Director before the appointed time for each meeting and shall be valid for only a single meeting (including any adjournment thereof). 3-14 Board Committees The Board of Directors may create one or more committees and appoint members of the Board of Directors or other persons to serve on the committees at the pleasure of the Board of Directors. The creation of a committee must be approved by a two-thirds majority of the entire Board of Directors for the corporation. The provision of these bylaws governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors shall apply to the committees of the Board of Directors and their members. Board Committees may, to the extent specified by the Board of Directors, exercise the Authority of the Board of Directors. However, no committee may: (a) Authorize distributions; (b) Approve dissolution, merger, or the sale, pledge, or transfer or all or substantially all of the corporation's assets; (c) Elect, appoint, or remove directors or fill vacancies on the Board of Directors or on any of its committees' or (d) Adopt, amend, or repeal the Articles of Incorporation or bylaws. 3-15 Other Committees The Board of Directors may create one or more other committees. Members of these committees need not be members of the Board of Directors, but at least one director shall serve on each such committee. These committees shall have no power to act on behalf of, or to exercise the authority of, the Board of Directors, but may make recommendations to the Board of Directors. 3-16 Compensation Directors and members of committees may receive reimbursement of expenses in accordance with policies and resolutions adopted by the Board of Directors. Directors and members of committees shall not otherwise be compensated for service. 4 ... T"' ... ATTACHMENT /} Page ~ of '4 Section 4 - Officers 4-1 Designation; Election; Qualification The officers of the corporation shall be a President, Vice President, Secretary, and Treasurer, and such officers as the Board of Directors may appoint. The President and Vice President must be members of the Board of Directors; other officers need not be members of the Board of Directors. The officers shall be elected by, and hold office at the pleasure of, the Board of Directors. The same individual may simultaneously hold more than one office, except for the offices of President and Vice President, and for the offices of President and Secretary, which may not be held simultaneously by the same individual. 4-2 Term of Office The terms of office of all of the officers of the corporation shall be for a period of two years. Elections for all officers shall be held at the January 2007 regular meeting, and every two years thereafter. 4-3 President The President shall preside at meetings of the Board of Directors, shall assure that the Board of Directors is advised on all significant matters of the corporation's business, and shall have all powers and duties ordinarily exercised by the President or Chairperson of the Board of Directors of a nonprofit corporation. 4-4 Vice President The Vice President shall preside at meetings of the Board of Directors at which the President is absent and in the absence of the President shall have the powers and duties of the President. 4-5 Secretary The Secretary shall ensure that the minutes of meetings of the Board of Directors and committees of the Board of Directors are prepared and kept at the principal office or such other place as the Board of Directors may order. 4-6 Treasurer The Treasurer shall the chief financial officer of the corporation and shall cause to be kept adequate and correct books and records of the accounts of the properties and business transactions of the corporation. The treasurer shall ensure that all money and other valuables in the name and to the credit of the corporation are deposited with such depositories as may be designated by the Board of Directors; shall ensure that funds of the corporation are disbursed as may be ordered by the Board of Directors; and shall 5 ... T" ..' 'I' AfTACHMENT -11-. Page " ~. of...3. . ensure that funds of the corporation are disbursed as may be ordered by the Board of Directors; and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these bylaws. The treasurer will be responsible for preparing a monthly and an annual financial report for the Foundation. 4-7 Assistants The Board of Directors may appoint assistants to the Secretary or Treasurer, or both. Such assistants may exercise the powers of the Secretary or Treasurer, as the case may be, and shall perform such duties as are prescribed by the Board of Directors. 4-8 Executive Director and Staff The Board of Directors may, from time to time, engage an Executive Director or such other staff as is useful in conducting the business of the Foundation, in either a volunteer or paid capacity. The Executive Director shall report to the Board of Directors and the staff shall report to the Executive Director. In the absence of an Executive Director, the staff shall report directly to the Board of Directors. The Executive Director will be, ex officio, a member of the Board of Directors without vote and will perform such duties as the Board of Directors outline in a written job description. 4-9 Advisors The Board of Directors, from time to time, appoint members of the to act in an advisory capacity to inform and give counsel to the Board in conducting the business of the foundation. All such advisors will be, ex officio members of the Board of Directors without vote and will serve at the pleasure of the Board of Directors. Section 5 - Conflicts of Interest 5-1 Conflict of Interest Transactions A Conflict of Interest is a transaction with the corporation in which a director or officer of the corporation has a direct or indirect interest. Board members must declare conflicts of interest and vote, or not vote according to state statute. For the purposes of this section, a director or officer of the corporation has an indirect interest in a transaction if: (a) an entity other than the corporation in which the director or officer has a material interest or in which the director or officer is a general partner is party to the transaction, or 6 ..' T' ..... 'I' ~rrACHMENT ~ . a~\ll' 1 ,< of_ (b) an entity other than the corporation of which the director or officer is a director, officer, or trustee is a party to the transaction. For the purposes of this section, a conflict of interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of all of the directors who have no direct or indirect interest in the transaction. A transaction may not be authorized, approved, or ratified by a single director. If a majority of the directors who have no direct or indirect interest in the transaction votes to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under this section if the transaction is otherwise approved as provided in this section. 5-2 Loans to or Guarantees for Directors and Officers The corporation may not lend money or guarantee the obligation of a director or officer of the corporation 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 of officer if, in the absence of such advance, such director or officer would not be entitled to be reimbursed for such expenses by the corporation. Section 6 - Administration of Permanent Fund Please review the COTTAGE GROVE Provisions and comment. Section 7 - General Provisions 7 -1 Amendment of the Bylaws Except as otherwise provided by law, the Board of Directors shall have the exclusive right to amend or repeal these bylaws. Whenever an amendment or new bylaw is adopted, it shall be copied in the minute books with the original bylaws in the appropriate place. If any bylaw is repealed, the fact of repeal and the date on which the repeal occurred shall be stated in the minute book. Future resolved, that the officers of the corporation are hereby authorized and directed to file articles of amendment with the Oregon Secretary of State, and to take any and all such actions as they, or any of them, may deem necessary or appropriate to carry out the intention of the foregoing resolution. 7 -2 Books and Records 7 ... ,,... " .. . I 'I' ~::~~~E~t_ ~ All books, records, and accounts of the corporation shall be open to inspection by the Board of Directors as required by law. Financial statements are expected to be prepared and distributed to the Board of Directors at each regular meeting presenting a summary of all receipts and disbursements and the value of all accounts. 7 -3 Checks, Drafts, Etc. All checks, drafts, and other orders for payment of money, notes, or other evidences of indebtedness issued in the name of or payable to the corporation shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors. It is the Board of Directors' directive that any two of six designated Board Members' signatures are required to issue checks and financial documents on behalf of the Board of Directors. 7 -4 Execution of Documents The Board of Directors may, except as otherwise provided in these bylaws, authorize any officer or agent to enter into any contract or execute any instrument in the name of or on behalf of the corporation. Unless so authorized by the Board of Directors, no officer, agent or employee 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 for any purpose or for any amount. 7-5 Fiscal Year The fiscal year of the corporation shall begin on July 15t and end on June 30th of the following calendar year. 7-6 Insurance The corporation may purchase and maintain insurance on behalf of an individual against liability asserted against or incurred by the individual who is or was a director, officer, employee, or agent of the corporation; provided, however, that the corporation may not purchase or maintain such insurance to indemnify any director, officer, or agent of the corporation in connection with any proceeding charging improper personal benefit to the director, officer, or agent in which the director, officer, or agent was adjudged liable on the basis that personal benefit was improperly received by the director, officer, or agent. 7-7 Fund Accounts The Board of Directors may establish and administer fund accounts, including special purpose accounts, project fund accounts, and donor-advised funds. Such fund accounts shall be exempt from the provisions of Section 6 of the Foundation's Bylaws, but shall be 8 ... T" ... 'I' ATTACHMENT ~ Page --0 of subject to any other rules or guidelines established by the Board for administration of such fund accounts. 7 -8 Written Authorization No Board member may incur any expense on behalf of the Woodburn Foundation without formal Board approval in accordance with the bylaws and written authorization from the President, Vice President or Treasurer. Any expense incurred by a member of the Board in violation of this section shall be the personal responsibility of the Board member who caused the expense to be incurred and shall not be the responsibility of the Woodburn Foundation. The bylaws for the Woodburn Foundation were adopted November 15. 2006 9 ... T'" ..-'