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HomeMy WebLinkAbout1983-02-01; City Council; 7216-1; Carlsbad Community Education, Inc.- c CITY JF CARLSBAD - AGENDA AIL1 fi~# 7216-1 MTG. 2/01/83 DEPT. CM 6f DEPT. HD. ClTY ATW+ ClTY MGR. "Carl sbad Commun i ty Education, I nc." A nonprofit educational corporation TITLE: RECOMMENDED ACTION: By minute motion, approve the By-Laws and Articles of Incorporation for the Carlsbad Community Education, Inc. , a nonprofit corporation incorporated for the purpose of distributing educational materials such as the quarterly newsletter. ITEM EXPLANATION: On December 7, 1982, the City Council approved the set-up of Carlsbad Community Education, Inc., a nonprofit educational corporation. The , City Attorney's office has taken the preliminary steps to set up this corporation. Of special note is the designation of the Central Services Director, the Finance Director and the Parks and Recreation Director as the Board of Directors of the corporation. (See By-Laws) Upon approval of the Articles of Incorporation and the By-Laws, the City Attorney's office will file the necessary documents. EXH I B I TS : (1) Articles of Incorporation for Carlsbad Community Education, I nc. (2) By-Laws of Carlsbad Community Education, Inc. ARTICLES OF INCORPORATION OF CARLSBAD COMMUNITY EDUCATION, IPJC. ONE: TI.2 name of this corporation is Carlsbad Community Education, Inc. TWO: This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public purposes. The specific purpose for which this corporation is organized includes, but is not limited to, providing a city newsletter to inform residents of city services, programs, progress on capital projects and upcoming events provided by their municipal government. THREE: The name and address in the State of California of this corporation's initial agent for service of process is Lee Rautenkranz, City Clerk, 1200 Elm Avenue, Carlsbad, CA 92008. FOUR: A. This corporation is organized and operated exclusively for public purposes within the meaning of Section 501(c) of the Internal Revenue Code. B. Notwithstanding any other provision of these Articles, the corporation may carry on activities permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or (2) with corporation contributions which are deductible under Section 170 (c) (2) of the Internal Revenue Code. C. No substantial part of the activities of this corporation shall consist of carrying on progaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for pub1j.c office. - 1- .-- FIVE: The names and addresses of the persons appointed as the initial Directors of this corporation are: .. NAME ADDRESS SIX: The property of this corporation is irrevocably dedicated to public purposes and no part of the net income or assets of the organization shall ever inure to the benefit of any Director, officer or member thereof or to the benefit of any private person. On the dissolution or winding up of the corporation, its assets remaining after payment of, or provision for payment of, all debts and liabilities of this corporation, shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for public purposes and which has established its tax-exempt status under Section 501 (c) (3) of the Internal Revenue Code. DATED: I 19 ! -2- c Director Director -- __ Director We, the above-mentioned initial Directors of this corporation, hereby declare that we are the persons who executed the foregoing Articles of Incorporation, which execution is our act and deed. Director Director Director ! -3- BYLAWS OF ,- . CARLSBAD COMMUNITY EDUCATION, INC. a California Nonprofit Public Benefit Corporation ARTICLE 1. OFFICES SECTION 1. PRINCIPAL OFFICE The principal office of the corporation for the transaction of its business is located in the City of - CARLSBAD, CALIFORNIA. SECTION 2. CHANGE OF ADDRESS The Board of Directors is hereby granted full power and authority to change the principal office of the cor- poration from one location to another in the City of Carlsbad, California. Any such change shall be noted by the Secretary in these Bylaws, but shall not be considered an amendment of these Bylaws. SECTION 3. OTHER OFFICES The corporation may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate. ARTICLE 2. PURPOSES OBJECTIVES AND PURPOSES The primary objective and purpose of this corporation shall be, though not limited to, providing a city newsletter to inform residents of city services, programs, progress on capital projects and upcoming events provided by their municipal government. -1- L ARTICLE 3. MEMBERS DETERMINATION OF MEMBERS This corporation shall make no provisions for members. Pursuant to Section 5310(b) of the Nonprofit Public Benefit Corporation Law of the State of California, any action which would otherwise, under law or the provisions of the Articles of Incorporation or Bylaws of this corporation, require approval by a majority of all members, shall only require the approval of the Board of Directors. Furthermore, all rights which would otherwise vest in the members under law, the Articles of Incorporation or the Bylaws of this corporation, shall vest in the Directors of this corporation. ARTICLE 4. DIRECTORS SECTION 1. NUMBER The corporation shall have three Directors and collectively they shall be known as the Board of Directors. The number may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw; as pro- vided in these Bylaws. SECTION 2. SELECTION AND QUALIFICATIONS Unless otherwise determined by the City Council, the Board of Directors shall be the incumbent Central Services Director, City Finance Director and City Parks and Recreation Director. The City Council for the City of Carlsbad shall have the power to elect, remove or approve the resignation of Directors. Each Council member shall have one vote to so elect, remove or approve. SECTION 3. POWERS Subject to the provisions of the California Non- profit Public Benefit Corporation Law and any limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. SECTION 4. DUTIES It shall be the duty of the Directors to: (a) Perform any and all duties imposed on them -2- collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws. except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, (b) Appoint and remove, employ and discharge, and, .. agents and employees of the corporation. (c) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly. (d) Meet at such times and places as required by these Bylaws. (e) Register their addresses with the Secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof. SECTION 5. TERMS OF OFFICE Each initial Director shall hold office until the election and qualification of his or her successor. Directors may be elected at any annual or special meeting of members, and each director shall hold office until the election and qualifi- cation of his or her successor or until his or her death, resignation or removal. SECTION 6. COMPENSATION Directors shall serve without compensation except that they shall be allowed and paid their actual and necessary expenses incurred in attending Directors meetings. In addition, they shall be allowed reasonable advancement or reimbursement for expenses incurred in the performance of their regular duties as specified in Section 4 of this Article. Directors may not be compensated for rendering services to the corporation in any capacity other than Director unless such other compensation is reasonable and is allowable under the provisions of Section 7 of this Article. SECTION 7. RESTRICTION REGARDING INTERESTED DIRECTORS Notwithstanding any other provision of these Bylaws, not more than twenty-five percent (25%) of the persons serving on the Board may be interested persons, For purposes of this Section, "interested persons" means either: (a) any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer , or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as -3- Director; or (b) any brother, sister, ancestor, descendant, . spoilse, brother-in-law, sister-in-law, daughter-in-law, I mother-in-law, or father-in-law of any such person. SECTION 8. PLACE OF MEETINGS Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board or at such place within or without the State of California which has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, any meeting not held at the principal office of the corporation shall be valid only if held on the written consent of all Directors given either before or after the meeting and filed with the Secretary of the corporation or after all Board members have been given written notice of the meeting as hereinafter provided for special meetings of the Board. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all Directors participating in such meeting can hear one another. SECTION 9. REGULAR AND ANNUAL MEETINGS Regular meetings of Directors shall be held two weeks prior to the mailing of any publication by the corporation. The Annual meeting shall be held on the first Thursday of March of each year. SECTION 10. SPECIAL MEETINGS Special meetings of the Board of Directors may be called by the Chairman of the Board, the President, the Vice-president, the Secretary, or by any two Directors, and such meetings shall be held at the place, within or without the State of California, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the corporation. ! -4- SECTION 11. NOTICE OF MEETINGS Regular meetings of the Board may be held without j notice. Special meetings of the Board shall be held upon four (4) days' notice by first-class mail or forty-eight hours' notice delivered personally or by telephone or telegraph. If sent by mail or telegram, the notice shall be deemed to be delivered on its deposit in the mails or on its delivery to the telegraph company. Such notices shall be addressed to each Director at his or her address as shown on the books of the corporation. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special. meeting to Directors absent from the original meeting if the adjourned meting is held more than twenty-four (24) hour from the time of the original meeting. .. SECTION 12. CONTENTS OF NOTICE Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting. The purpose of any Board meeting need not be specified in the notice. SECTION 13. WAIVER OF NOTICE AND CONSENT TO HOLD MEETINGS The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is . present and provided that either before or after tho meeting each Director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals, shall be filed with the corporate records or made a part of the minutes of the meeting. SECTION 14. QUORUM FOR MEETINGS A quorum shall consist of a majority of the Board of Directors. Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority -5- .- - of the Directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board. c When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 11 of this Article. The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of Directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation. SECTION 15. MAJORITY ACTION AS BOARD ACTION 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 is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this corporation, or provisions of the California Nonprofit Public Benefit Corporation Law, particulary those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a Director has a material financial interest (Section 5233) and indemnification of Directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the Board. SECTION 16. CONDUCT OF MEETINGS Meetings of the Board of Directors shall be presided over by the Chairman of the Board, or, if no such person has been so designated or, in his or her absence, the President of the corporation or, in his or her absence, by the Vice-president of the corporation or, in the absence of each of these persons, by a Chairman chosen by a majority of the Directors present at the meetings. The Secretary of the corporation shall act as Secretary of all meetings 04 the Board, provided that in his or her absence, the presiding officer shall appoint another person to act a Secretary of the meeting. . Meetings shall be governed by Roberts' Rules of Order as such rules may be revised from tine to time, Insar as such rules are not inconsistent with or in -6- 1. conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with provisions of law. .- SECTION 17. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING - Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this corporation authorize the Directors to so act, and such statement shall be prima facie evidence of such authority. SECTION 18. VACANCIES Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any Director, and (2) whenever the number of authorized Directors is increased. The City Council may declare vacant the office of a Director who has been declared of unsound mind by a final order of Court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law. Any Director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resign- ation. No Director may resign if the corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the City Council. #Vacancies on the Board may be filled by a majority of the City Council then in office. A person elected to fill a vacancy as provided in this Section shall hold office until his or her death, resignation or removal from office. -7- SECTION 19. NON-LIABILITY OF DIRECTORS The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation. SECTION 20. INDEMNIFICATION BY CORPORATION OF DIRECTORS. OFFICERS, EMPLOYEES AND OTHER AGENTS To the extent that a person, who is, or was, a Director, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding. If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements or other -amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Public Benefit Corporation Law. SECTION 21. INSURANCE FOR CORPORATE AGENTS The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a Director, officer, employee or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify xhe agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law. -8- --. --- .. . . .. ARTICLE 5. OFFICERS .- SECTION 1. NUMBER OF OFFICERS .. The officers of this corporation shall be a President, a Secretary and a chief financial officer who shall be designated the Treasurer. The corporation may also have, as determined by the Board of Directors, a Chairman of the Board, one or more Vice-presidents, Assistant Secretaries, Assistant Treasurers, or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the President or Chairman of the Board. SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE Any person may serve as officer of this corporation. Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. SECTION 3. SUBORDINATE OFFICERS The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors. SECTION 4. REMOVAL AND RESIGNATION Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation. -9- SECTION 5. VACANCIES Any vacancy caused by the death, resignation, . removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine. SECTION 6. DUTIES OF PRESIDENT The president shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporaton of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Boa.rd of Directors. Unless another person is specifically appointed as Chairman of the Board of Directors, he or she shall preside at all meetings of the Board of Directors. If applicable, the President shall preside at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors. SECTION 7. DUTIES OF VICE-PRESIDENT In the absence of the President, or in the event of his or her inability or refusal to act, the Vice-president shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice-president shall have other powers and perform such other duties as may be prescribed by lav, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors. SECTION 8. DUTIES OF SECRETARY The Secretary shall: Certify and kekp at the principal office of the corporation the original, or a copy, of these Bylaws as -10- amended or otherwise altered to date. Keep at the principal office of the corporation or at such other place as the Board may determine, a book of minutes of all meetings of the Directors, and, if applicable, meetings of committees of Directors and of members, recording therein the time and place of holding, was given, the names of those present or represented at the meeting, and the proceedings thereof. - whether regular or special, how called, how notice thereof See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. Be the custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or by these Bylaws. Exhibit at all reasonable times to any Director of the corporation, or to his or her agent or attorney, on request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the Directors of the corporation. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. SECTION 9. DUTIES OF TREASURER Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds, 'I the Treasurer shall: Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever. Disburse or cause to be disbursed the funds of' the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements. -11- Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. Exhibit at all reasonable times the books of account and financial records to the Director of the corporation, or to his or hrr agent or attorney, on request therefor. Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. In general, perform all duties incident to the .office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, 'or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. SECTION 10. COMPENSATION The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the corporation, provi.ded, however, that such compensation paid a Director for serving as an officer of this corporation shall only be allowed if permitted under the provisions of ARTICLE 4, Section 6, of these Bylaws. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered the corporation which relate to the performance of the charitable or public purpose of this corporation. ARTICLE 6. COMMITTEES SECTION 1. EXECUTIVE COMMITTEE The Board of Directors may, by a majority vote of Directors then in office, designate two (2) or more of its members (who may also be serving as officers of this corporation) to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the Board in the management of the business and affairs -12- .. . of the corporation, except with respect to: (a> The approval of any action which, under law or. the provisions of these Bylaws, requires the approval of the City Council. (b) The filling of vacancies on the Board or on any committee which has the authority of the Board. (c 1 The fixing of compensation of the Directors for serving on the Board or on any committee. (d) The amendment or repeal of Bylaws or the adoption of new Bylaws. (e) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable. (f) The appointment of committees of the Board or the members, thereof. (g) The expenditure of corporate funds to 'support a nominee for Director after there are more people nominated for Director. (h) The approval of any transaction to which this corporation is a party and in which one or more of the Directors has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law. By a majority vote of its members then in office, the Board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the Board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require. SECTION 2. OTHER COMMITTEES 'The corporation shall have other such committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the Board. These additional committees shall act in an advisory capacity only to the Board and shall be clearly titled as "advisory" committees. -13- .. SECTION 3. MEETINGS AND ACTION OF COMMITTEES Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board - of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws. ARTICLE 7. EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS SECTION 1. EXECUTION OF INSTRUMENTS The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, 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 monetarily for any purpose or in any amount. SECTION 2. CHECKS AND NOTES Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of the Corporation. SECTION 3. DEPOSITS All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select. -14- .. SECTION 4. GIFTS The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the public purposes of this corporation. ARTICLE 8. CORPORATE RECORDS, REPORTS AND SEAL SECTION 1. MAINTENANCE OF CORPORATE RECORDS The corporation shall keep at its principal office in the State of California: (a) Minutes of all meetings of Directors and committees of the Board indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof. (b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities receipts, disbursements, gains and losses. (c) A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the Directors of the corporation at all reasonable times during office hours. SECTION 2. CORPORATE SEAL The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument. SECTION 3. DIRECTORS' INSPECTION RIGHTS _. ,Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation. - - SECTION 4. RIGHT TO COPY AND MAKE EXTRACTS Any inspection under the provisions of this Article may be made in person or by any agent or attorney and the right to inspection includes the right to copy and make -15- . extracts. c SECTION 5. ANNUAL REPORT The Board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the corporation's fiscal year to all Directors of the corporation which report shall contain the following information in appropriate detail: (a) The assets and liabilities, including the 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 to particular purposes, for the fiscal year. (dl The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year. ARTICLE 9. FISCAL YEAR SECTION 1. FISCAL YEAR OF THE CORPORATION The fiscal year of the corporation shall begin on the first day of July and end on the last day of June in each year. ARTICLE 10. BYLAWS AMENDMENTS Subject to any provisions of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the 3oard of Directors and ratification of the City Council. -16- 4 ARTICLE 11. AhlENDhlENT OF ARTICLES AMENDMENT Subject to any provisions of law applicable to the amendment of Articles of Incorporation of public benefit nonprofit corporations, these Articles, or any of them, may be altered, amended, or repealed and new Articles adopted by approval of the Board of Directors and thereafter ratified by the City Council. ARTICLE 12. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS No Director, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person or reasonable compensation for services performed for the corporation in effecting any of its public purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation. On dissolution or winding up of the affairs of the corporaton, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors, shall be distributed as required by the Articles of Incorporation of this corporation and not otherwise. -17- WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS We, the undersigned, are all of the persons named as the initial Directors in the Articles of Incorporation of - Carlsbad Community Education, Inc., a California nonprofit corporation, and, pursuant to the authority granted. to the Directors by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby as the Bylaws of this corporation. do, adopt the foregoing Bylaws, consisting of pages t DATE : 19 Director Director Director ! - 18 - CERTIFICATE This is to certify that the foregoing is a true and correct copy of the Bylaws of the corporation named in the title thereto and that such Bylaws were duly adopted by the Board of Directors of said corporation on the date set forth above. , 198 . - DATED; Secretary -19-