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APFA Resolution 92-111051 -01 JHHW:BDQ:rihc ALAMEDA PUBLIC FINANCING AUTHORITY RESOLUTION NO. APFA 92 -1 02/07/92 03A34192 03/16/92 A RESOLUTION FIXING TIME AND PLACE FOR REGULAR MEETINGS AND PROVIDING THE MANNER IN WHICH SPECIAL MEETINGS OF THE AUTHORITY MAY BE CALLED, ADOPTING BYLAWS, ADOPTING A CONFLICT OF INTEREST CODE, ESTABLISHING A SEAL FOR THE AUTHORITY, DIRECTING THE FILING OF A NOTICE OF FORMATION WITH THE SECRETARY OF STATE, DESIGNATING AN OFFICIAL MEETING ADDRESS, AND ESTABLISHING THE ORDER OF BUSINESS AND RULES FOR ITS PROCEEDINGS RESOLVED by the Board of Directors (the "Board ") of the Alameda Public Financing Authority (the "Authority "), as follows: 1. REGULAR MEETINGS. The regular meetings of the Board shall hereafter be held annually on the third Tuesday in March at the hour of 7:00 o'clock P.M. If any regular meeting falls on a holiday, such regular meeting shall be held on the next business day at the same hour. 2. SPECIAL MEETINGS. Special meetings of the Board shall be held upon call of the Chairman of the Board, or by a majority of the members thereof, by delivering personally or by mailed written notice to each member, and to each local newspaper of general circulation, radio or television station requesting notice in writing. Such notice shall be delivered personally or by mail and shall be received at least twenty -four (24) hours before the time of such meeting as specified in the notice. Such written notice may be dispensed with as to any member who at or prior to the time the meeting convenes files with the Secretary of the Authority a written waiver of notice. Such waiver may be given by telegram. Such written notice may also be dispensed with as to any member who is actually present at the meeting at the time it convenes. Such call and notice shall specify the time and place of the special meeting and the business to be transacted. No other business shall be considered at such meeting. 3. MEETING PLACE. All meetings of the Board shall be held at the regular meeting place of the Authority, unless the Board shall adjourn to or fix another place of meeting in a notice to be given thereof, or unless prevented by flood, fire or other disaster. Said regular meeting place is hereby fixed and established as the Alameda City Council Chambers, 2263 Santa Clara Avenue, Alameda, California. 4. ORDER OF BUSINESS. The order of business at the regular meetings of the Board shall be as from time to time determined by the Board. 5. RULES OF PROCEEDINGS. (a) Public Meetings: All legislative sessions of the Board, whether regular or special, shall be open to the public. (b) Quorum: Three (3) of the members of the Board shall constitute a quorum for the transaction of business. (c) Method of Action: The Board shall act only by ordinance, resolution or motion, which, to become effective, shall be adopted by the affirmative vote of not Tess than a majority of the members of the Board voting. (d) Recording Vote: Except where action shall be taken by unanimous vote of all members present and voting, the Ayes and Noes shall be taken on all actions had. (e) Adjournment: The Board may adjourn any regular, adjourned regular, special or adjourned special meeting to a time and place specified in the order of adjournment. Less than a quorum may so adjourn from time to time. If all members are absent from any regular or adjourned regular meeting the Secretary may declare the meeting adjoumed to a stated time and place and shall cause a written notice of the adjournment to be given in the same manner as provided for special meetings, unless such notice is waived as provided for special meetings. A copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the regular, adjoumed regular, special or adjourned special meeting was held within 24 hours after the time of the adjournment. When a regular or adjoumed regular meeting is adjoumed as herein provided, the resulting adjoumed regular meeting is a regular meeting for all purposes. When an order of adjournment of any meeting fails to state the hour at which the adjoumed meeting is to be held, it shall be held at the hour specified for regular meetings. (f) Hearings - Continuance: Any hearing being held, or notice or ordered to be held, by the Board at any meeting may by order or notice of continuance be continued or re- continued to any subsequent meeting of the Board in the same manner and to the same extent set forth for the adjournment of meetings; provided, that if the hearing is continued to a time Tess than 24 hours after the time specified in the order of notice of hearing, a copy of the order or notice of continuance of hearing shall be posted immediately following the meeting at which the order or declaration of continuance was adopted or made. 6. CONTRACTS: AGREEMENTS. All contracts or agreements on behalf of the Authority shall be signed by the Executive Director or Chairman, and countersigned by the Secretary, after having been authorized to do so by action of the Board, except that the Vice Chairman shall sign in the absence of the Chairman (as provided in the Agreement pursuant to which the Authority was created). 7. BY LAWS. The Bylaws in the form on file with the Authority Secretary are hereby approved as the Bylaws of the Authority. 8. CONFLICT OF INTEREST CODE. The Conflict of Interest Code for the Authority in the form on file with the Authority Secretary is hereby adopted and promulgated. Following the adoption of this Resolution, the Authority Secretary shall submit said Conflict of Interest Code to the California Fair Political Practices Commission for its approval. 9. SEAL. The Authority shall have an Official Seal consisting of two (2) concentric circles with the words "Alameda Public Financing Authority" within the outer circle and the date of formation of the Authority within the inner circle. The Secretary shall obtain or cause to be obtained the Seal at the Authority's expense and shall have custody of the Seal. 10. SECRETARY OF STATE. The Secretary shall cause a notice of the formation of the Authority to be filed with the Secretary of State of the State of California as soon as practicable. 11. OFFICE AND MAILING ADDRESS. The office of the Authority and its official mailing address are hereby fixed and established at 2263 Santa Clara Avenue, Alameda, CA 94501. * * * * * * * * * * * * ** I hereby certify that the foregoing Resolution was duly adopted by the Alameda Public Financing Authority at a scheduled meeting thereof, held on the 17th day of March, 1992, by the following vote of the Authority: AYES: Directors Arnerich, Camicia, Lucas, Roth and Chairman Withrow - 5. NOES: None. ABSENT: None. ABSTAINED: None. By i ,le Secretary