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HomeMy WebLinkAbout90-079 CC ResolutionRESOLUTION NO. 90-79 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE FORMATION OF A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION TO FACILITATE THE FINANCING OF CAPITAL IMPROVEMENTS ON BEHALF OF THE CITY OF TEMECULA, CALIFORNIA; DETERMINING THAT THE FORMATION OF SAID CORPORATION AND THE ISSUANCE OF BONDS, NOTES OR OTHER OBLIGATIONS BY SAID CORPORATION TO FINANCE THE COSTS OF CAPITAL IMPROVEMENTS FOR THE BENEFIT AND USE OF THE CITY WILL CONSTITUTE A PUBLIC PURPOSE; APPOINTING THE INITIAL BOARD OF DIRECTORS OF SAID CORPORATION; APPROVING AND AUTHORIZING THE EXECUTION OF ALL DOCUMENTS NECESSARY FOR THE FORMATION OF THE CORPORATION; AND REQUIRING APPROVAL BY THE CITY OF ALL DOCUMENTS RELATED TO THE ISSUANCE OF BONDS, NOTES OR OTHER OBLIGATIONS BY THE CORPORATION. WHEREAS, the City Council of the City of Temecula, California (the "City"), hereby finds and determines that it is necessary, desirable and in the best interests of the City to make certain public improvements (the "Improvements") for the benefit and use of the City and thereby improve and enhance the ability of the City to provide essential and public services and facilities for the citizens of the City; and WHEREAS, it is proposed that the Temecula Capital Improvement Corporation, a nonprofit public benefit corporation of the State of California (the "Corporation"), be formed under the provisions of the Nonprofit Public Benefit Corporation Law of the State of California (the "Act"), with the approval of the City to finance the costs of the Improvements for the benefit and use of the City; and WHEREAS, the Corporation will engage in activities for the benefit of the City that are (a) permissible for nonprofit public benefit corporations pursuant to the Act, (b) consistent with the Corporation's proposed exemption from federal income taxation under Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended, and (c) consistent with the obligations of the Corporation being exempt from federal income taxation under Section 103(a) of the Internal Revenue Code of 1986, as amended; and WHEREAS, the Corporation will be authorized and empowered to borrow money through the issuance of notes, bonds or other obligations of the Corporation and to use the proceeds of such obligations to plan, develop, acquire, construct, improve, extend, repair, renovate and/or fiance public buildings, works, projects, facilities, furnishings and equipment for the benefit of the City in order to further the public purposes for which the Corporation will be formed; and Resos 90-79 I WHEREAS, it is necessary and desirable for the City Council to approve the formation of the Corporation so that the City and the Corporation can proceed with the preparation of plans, documents, authorizations and applications that are necessary to proceed with the financing of the Improvements. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Public Purpose. The City Council hereby finds and determines that the formation of the Corporation to finance the costs of the Improvements for use by the City will promote the public welfare by improving and enhancing the ability of the City to provide essential and public services and facilities for the citizens of the City. Section 2. Approval of Formation of the Corporation. The City Council hereby approves the formation of the Corporation for the purposes set forth in its Articles of Incorporation attached thereto as Exhibit A. Section 3. Approval of Articles of Incorporation and Bylaws of the Corporation. The City Council hereby approves the Articles of Incorporation and the Bylaws of the Corporation in substantially the forms attached hereto as Exhibits A and B, respectively. The board of directors of the Corporation are hereby authorized and directed to file said Articles of Incorporation with the Secretary of State of California. Section 4. Approval of Board of Directors. The City Council hereby approves the initial board of directors of the Corporation as designated in accordance with Article V of the Articles of Incorporation. Section 5. Issuance of Obligations by the Corporation. The Corporation shall not issue or authorize the execution, sale or delivery of any bonds, notes or other obligations with respect to financing any Improvements for the benefit and use of the City until, in each case, the City Council adopts a resolution approving each specific issuance or authorization of obligations. Any bonds, notes or other obligations of the Corporation shall not be a debt of the City and the City shall not be liable thereon. In no event shall any bonds, notes or other obligations issued by the Corporation be payable out of any funds or properties other than those acquired for the purpose of financing such Improvements, and such bonds, notes and obligations shall not constitute an indebtedness of the City within the meaning of any constitutional or statutory debt limitation or restriction. Section 6. Costs and Expenses. The City Council hereby authorizes its Mayor, the City Attorney, the City's Bond Counsel, Burke, Williams, Sorensen & Gaar, and such officers and employees as the Mayor may designate, to continue with the planning and design work for the Improvements and authorizes the City, subject to prior approval of the City Council, to advance the funds necessary for such purposes. Any funds advanced by the City as aforesaid shall be promptly reimbursed or authorized to be reimbursed to the City to the extend such Re~s9~79 2 reimbursement is permitted by law, from the proceeds of any obligations issued or caused to be sold by the Corporation to finance the Improvements. Section 7. Further Authority. The Mayor, City Attorney, Burke, Williams, Sorensen & Gaar, and such officers, employees and representatives of the City as they may direct, are hereby authorized and directed to proceed with the necessary negotiations and the preparation of the legal documents relating to the Improvements and the issuance of or authorization to sell bonds, notes or other obligations by the Corporation to finance the Improvements; provided, however, that all documents whose execution and delivery are contemplated by the provisions hereof, including but not limited to, the terms of any bonds, notes or other obligations and of the sale of the same, shall be approved by the City Council. Section 8. Effective Date. This Resolution shall take effect immediately upon its adoption by the City Council of the City of Temecula. The City Clerk shall certify the adoption of this Resolution. PASSED, APPROVED AND ADOPTED this 24th day of July, 1990. Ronald J. Parks, Mayor ATTEST: Jun(~~r~k, [SEAL] Deputy City Clerk Resos 90-79 3 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) SS CITY OF TEMECULA ) I, June S. Greek, Deputy City Clerk of the City of Temecula, HERE DO CERTIFY that the foregoing Resolution No. 90-79 was duly adopted at a regular meeting of City Council of the City of Temecula on the 24th day of July, 1990, by the following roll call vote. AYES: 5 COUNCILMEMBERS: Birdsall, Lindemarts, Mufioz, Moore, Parks NOES: 0 COUNCILMEMBERS: None ABSENT: 0 COUNCILMEMBERS: None June eputy City Clerk Resos 90-79 4 ART82645 ARTICLES OF INCORPORATION OF THE TEMECULA CAPITAL IMPROVEMENT CORPORATION ARTICLE [. Name The name of this corporation is the TEMECULA CAPITAL IMPROVEMENT CORPORATION. ARTICLE II. Purpose Section I. 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 charitable purposes. Section 2. This corporation is formed exclusively for public and charitable purposes including the following: To lessen the burdens of government to benefit and carry out the purposes of the City of Temecula, a municipal corporation, by providing for the planning, development, acquisition, construction, improvement, extension, repair, renovation and/or financing of public buildings, works, project, facilities, furnishings and equipment for the benefit or use of the City of Temecula, California. Section 3. This corporation may engage in such further and other purposes as are permitted by law, and not prohibited by these Articles of Incorporation, and which may be authorized and approved by the Board of Directors of the corporation from time-to- time and which are in furtherance of its public and charitable purposes; provided that, this corporation shall not carry on any other activities nor engage in any other purposes not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States internal revenue law). ARTICLE rIl. Initial Agency for Service of Process The name and address in California of the corporation's initial agent for service of process are: David S. Dixon, City Clerk, 43162 Business Park Drive, Temecula, CA 92390. -1- ARTICLE IV. ?owers The corporation shall have all the powers of a nonprofit public benefit corporation enumerated in or permitted by the Nonprofit Public Benefit Corporation Law, to be exercised only to prosecute and further its nonprofit public and charitable purposes; provided, however, that none of the powers of the corporation shall be exercised to engage in activities, otherwise than as an insubstantial part of its activities, which are not in themselves in furtherance of the public and charitable purposes of the corporation, Section 1. the following: Section 2. Section 3. ARTICLE V. Directors, Members, Stock The corporation shall have five (5) directors designated initially to be Ron Parks Margaret (Peg) Moore Karel S. Lindemans Sal Munoz Patricia Birdsall The corporation shall have no members. The corporation shall have no capital stock. ARTICLE Dedication and Dissolution Section 1. This corporation is organized and operated exclusively for public and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States internal revenue law). Section 2. The property of this corporation is irrevocably dedicated to public and charitable purposes and no part of the net earnings or assets of this corporation shall ever inure to the benefit of any director or officer thereof or to the benefit of any private person. Section 3. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to the City of Temecula, a municipal corporation of the State of C~lifornia, if then in existence, and, if not in existence, them to its successor or successors, provided that such operated exclusively for public and charitable purposes as shall at the time qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue'Code of 1986, as amended (or the corresponding provision of any future United States internal revenue law). If no such successor is then in existence, any remaining assets shall be distributed to such organization or organizations as the Board of Directors shall select and which are organized and operated exclusively for public and charitable purposes as shall at the time qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended (or the corresponding provision of any future United States internal revenue law). -2- Section 4. The beneficial interest of the City of Temecula referred to in Article Vl, Section 3, shall be accepted by the governing body of the City of Temecula by formal action. ARTICLE VII. Amendment These Artroles of Incorporation may be amended in the manner now or hereafter prescribed by the Nonprofit Public Benefit Corporation Law, but only upon (a) the directors then fixed by these Articles of Incorporation, and (b) the approval of the governing body of the City of Temecula, California. ARTICLE VIII. Limitation on Corporate Activities No substantial part of the activities of the corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not directly or indirectly participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. DATED: , 1990 Ron Parks Margaret (Peg) Moore Karel Linderoans Sal Munoz Patricia Birdsall -3- The undersigned hereby declare that we are the persons who executed the foregoing Articles of Incorporation, which execution is our act and deed. Ron Parks Margaret (Peg) Moore Karel Lindemans Sal Munoz Patricia Birdsall -4- BYL18840 BYLAWS OF TEMECULA CAPITAL IMPROVEMENT CORPORATION, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION ARTICLE I OFFICES The principal office for the transaction of the business of the Corporation (principal executive office) is located in the City of Temecula, County of Riverside, State of California. ARTICLE II MEMBERSHIP Section 1. No Members. The Corporation shall not have any members. Section 2. Effect of Membershio Prohibition. Since the Corporation has no members, any action which would otherwise require approval by a majority of all members or approval by the members shall require only the approval of the Board of Directors, except as otherwise required by these Bylaws or the Articles of Incorporation. All rights which would otherwise vest under the California Nonprofit Corporation Law in the members shall vest }n the Directors, except as otherwise required by the Bylaws or the Articles of Incorporation. ARTICLE [] DIRECTORS Section 1. Powers. (a) General Corporate Powers. Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the Articles of Incorporation and these Bylaws, the business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors. (b) Specific Powers. Without prejudice to these general powers, and subject to the same limitations, the Directors shall have the power to: (i) Select and remove all officers, agents, and employees of the Corporation; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation and with these Bylaws; fix their compensation; and require from them security for faithful service. (it) Change the principal executive office in the State of California from one location to another; cause the Corporation to be qualified to do business in any other state, territory, dependency or country; and conduct business within or outside the State of California. (iii) Adopt and use a corporate seal, and alter the form of the seal. (iv) Borrow money and incur indebtedness on behalf of the Corporation and cause to 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. Section 2. Number and Qualification of Directors. The authorized number of Directors shall be five (b) as provided in .Article V, Section ! of the Articles of Incorporation. The Directors of the Corporation shall be residents of the City of Temecula and County of Riverside, State of California. Section 3. Restriction on Interested Persons as Directors. No more than forty-nine percent (49%) of the persons serving on the Board of Directors may be interested persons. For the purpose of this Section, "interested persons" means either: (a) any person currently being compensated by the Corporation for services rendered to it within the previous twelve (12) months, whether as a full- or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director, 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. The provisions of this Section shall not affect the validity or enforceability of any transaction entered into by the Corporation. Section 4. Designation and Term of Office. All Directors shall be designated by the City Council of the City of Temecula, California. Each such Director shall hold office for as long as the Director is a member of the City Council of the City of Temecula, and until a successor has been designated and qualified. Section 5. Compensation. The Directors shall serve without compensation. However, Directors may receive such reimbursement for normal, ordinary and reasonable expenses incurred by them as may be fixed or determined by the Board of Directors. Section 6. Vacancies. (a) Events Causing Vacancy. A vacancy or vacancies on the Board shall exist on the occurrence of the following: (i) The death or resignation of any Director; (it) the declaration by resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by an order of court, convicted of a felony, or found by final order or judgment of any court to have breached a duty under Article 3 of Chapter 2 of Part 2 of the California Nonprofit Corporation Law; (iii) the vote of a majority of the Directors then in office to remove any Director, subject to the approval of the City Council of the City of Temecula, California; (iv) the removal of any Director by the City Council of the City of Temeeula, California; (v) any Director is no longer a member of the City Council of the City of Temecula; or (vi) the increase of the authorized number of Directors. -2- (b) Resignations. Except as provided in this paragraph, any Director may resign by giving written notice to the Chairman of the Board or to the President or the Secretary of the Board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a Director's resignation is effective at a later time, a successor may be designated to take office as of the date when the resignation becomes effective. Except on notice to the Attorney General of the State of California, no Director may resign if the Corporation would be left without a duly elected Director or Directors. (e) Filling Vacancies. Vacancies on the Board of Directors shall be filled by the City Council of the City of Temecula, California. (d) 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 of office expires. ARTICLE IV MEETINGS Section I. Place of Meetings. Regular meetings of the Board of Directors may be held at any place within the State of California that has been designated from time to time by resolution of the Board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the Corporation. Special meetings of the Board shall be held at any place within the State of California that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office of the Corporation. Section 2. Annual Meeting. The annual meeting of the Board of Directors shall be held at such time and place as may be determined by resolution of the Board. Notice shall be given as required under Section 9 of this Article. Section 3. Other Regular Meetings. Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Section 4. Special Meetings. (a) Authority to Call. Special meetings of the Board of Directors for any purpose may be called at any time by the Chair of the Board or the President, or any Vice President, the Secretary, or any two Directors. (b) Notice. (i) Manner of Giving. Notice of the time and place of special meetings shall be given to each Director by one of the following methods: (a) by personal delivery of written notice; (b) by first-class mail, postage prepaid; (c) by telephone communication, either directly to the Director or to a person at the Director's office who the person giving the notice has reason to believe will promptly communicate it to the Director; or (d) by telegram, charges prepaid. All such notices shall be given or sent to the Director's address or telephone number as shown on the records of the Corporation. -3- (ii) Time Requirements. Notices sent by first-class mail shall be deposited into the United States mails at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, or telegraph shall be delivered, telephoned or given to the telegraph company at least forty-eight (48) hours before the time set for the meeting. (iii) Notice Contents. The notice shall state the time of the meeting and the place for the meeting. The notice shall specify the purpose of the meeting. Section 5. Quorum. A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adiourn as hereinafter provided. 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, the Articles of Incorporation or the Bylaws. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting. Section 6. 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 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 7. 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 the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than twenty-four hours (24). If the original meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the Directors who were not present at the time of the adjournment. Section 8. Voting. Each Director present at any meeting shall be entitled to cast one vote on each matter coming before such meeting for decision. If a roll call is taken, all votes shall be recorded so as to attribute each "aye" and "nay" vote, or abstinence if not voting, to the name of the respective Director. Section 9. Ralph M. Brown Act. Notwithstanding any provision of these Bylaws to the contrary, all meetings of the Board of Directors shall be noticed and conducted in compliance with the Ralph M. Brown Act (California Government Code §S 54950, et seq. as it may be amended from time-to-time). -4- ARTICLE V OFFICERS Section 1. Officers. The officers of the Corporation shall be a President, a Vice President, a Secretary, a Chief Financial Officer and such other officers as the Board of Directors may elect, including, but not limited to, Assistant Secretaries, a Treasurer and Assistant Treasurers. The President and the Vice President shall be elected from among the members of the Board of Directors and shall at all times while holding such offices be members of the Board of Directors. The Secretary and the Chief Financial Officer may be, but are not required to be, members of the Board of Directors. Any number of offices may be held by the same person, except that neither the Secretary nor the Chief Financial Officer may serve concurrently as either the President or the Chairperson of the Board. Section 2. Election. The officers of the Corporation shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board, and shall hold their respective offices until their resignation, removal or other disqualification from service, or until their respective successors shall be elected. Section 3. Removal and Resignation. (a) Removal. Any officer may be removed, either with or without cause, by the Board of Directors at any time. If for any reason any officer who is also a member of the Board of Directors ceases to be a member of the Board of Directors, then such officer shall automatically be removed from his or her office in the Corporation. (b) Resignation. Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the time of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Section 4. Vacancies. 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 appointment to that office. Section 5. Duties of Officers. (a) Chair of the Board. The Chair of the Board shall preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned by the Board of Directors or prescribed by the Bylaws. (b) President. The President is the general manager and chief executive officer of the Corporation and has, subject to the control of the Board, general supervision, direction, and control of the business and officers of the Corporation. The President has the general powers and duties of management usually vested in the office of president and general manager of a corporation and such other powers and duties as may be prescribed by the Board. -5- (e) Vice President. The Vice President shall work in cooperation with the President and shall perform such duties as the Board of Directors may assign to him or her. In the event of the death, and during the absence, incapacity, inability or refusal to act of the President, the Vice President shall be vested with all the powers and perform all of the duties of the office of the President. In the absence of the President, the Vice President shall preside at all meetings of the Board of Directors at which the Vice President may be present. The Vice President shall have such other or further duties or authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors. (d) Secretary. The Secretary shall keep or cause to be kept, at the principal executive office and such other place as the Board may order, a book of minutes of all meetings of the Board of Directors, 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 Board meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, a copy of the Bylaws of the Corporation at the principal executive office in accordance with Section 5160 Of the California Nonprofit Corporation Law. The Secretary shall give, or cause to be given, notice of all the meetings of the Board of Directors required by these Bylaws or by law to be given, and shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as are customarily exercised by or imposed on a secretary of a corporation, or as may be prescribed by the Board. (e) Chief Financial Officer. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, and other matters customarily included in financial statements. The books of accounts shall at all times be open to inspection by any Director. The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board of Directors, shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request, an account of all of his transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors. ARTICLE VI INDEMNIFICATION AND INSURANCE Section 1. Indemnification. The Corporation shall, to the maximum extent permitted by law, have the power to indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the Corporation. For purposes of this Article, an "agent" means any person who is or wag a director, officer, employee or other agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation. -6- Section 2. Insurance. The Corporation shall have the right to purebase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other 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. ARTICLE VII RECORDS AND REPORTS Section 1. Records and Inspection. The Corporation shall keep accurate and correct books and records of account and minutes of the proceedings of its Board of Directors. Minutes shall be kept in written form. Other books and records shall be kept either in written form or in any other form capable of being converted into written form. Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the Corporation. This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents. Section 2. Annual Statement of Certain Transactions and Indemnifications. The Corporation shall annually prepare and furnish to each Director a statement of any transaction or indemnification of the kind described in Subdivision (d) or (e) of Section 6322 of the California Nonprofit Corporation Law. ARTICLE VIII GENERAL PROVISIONS Section I. Construction and Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural includes the singular, and the term "person" includes both a legal entity and a natural person. Section 2. Corporate Contracts and Instruments. 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 this authority may be general or confined to specific instances. Section 3. Fiscal Year. The Board of Directors shall have the power to fix and from time to time change the fiscal year of the Corporation. In the absence of action by the Board of Directors, however, the fiscal year of the Corporation shall end each year on the date on which the fiscal year of the City of Temeeula, California ends. Section 4. Corporate Seal. The Board of Directors may adopt a corporate seal. The Secretary of the Corporation shall have the custody of the seal and shall affix it in all appropriate cases to corporate documents. Failure to affix the seal shall not, however, affect the validity of any instrument. -7- ARTICLE IX AMENDMENTS Subject to the apprcval of the City Council of the City of Temecula, California, the Board of Directors of the Corporation shall have the power to make, alter, amend and repeal the Bylaws of the Corporation and to adopt new Bylaws, which power may be exercised by a vote of a majority of the members of the full Board of Directors. -8-