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El Cerrito Municipal Services Corporation Date: To: From: February 6, 2012 El Cerrito Municipal Services Corporation Board Lori Trevino, Redevelopment Manager Mary Dodge, Chief Financial Officer Agenda Report Item No.4(B) Subject: Election of Officers, Establishment of a Bank Account and Signature Authority ACTION REQUESTED 1) Adopt a Resolution, electing and appointing Officers of the Corporation. 2) Adopt a Resolution authorizing establishment of a bank account and signature authority for the Corporation. ELECTION OF OFFICERS According to the Municipal Services Corporation's Amended and Restated Bylaws, the officers of the Corporation shall be a chairperson, a vice chairperson, a secretary, and a chief financial officer. The Corporation requires an executive director to manage its day- to-day affairs, which may be appointed by the Board. The officers of the Corporation shall be those individuals holding the following positions with the City ofEl Cerrito: 1. Chairperson - Mayor 2. Vice Chairperson- Mayor Pro Tempore 3. Secretary - City Clerk 4. Chief Financial Officer- Administrative Services Director 5. Executive Director- City Manager Attachment 1 to this report is a resolution electing and appointing the Corporation's officers for the current year. BANKING AUTHORITY As the Corporation formalizes its activities in keeping with its charitable purposes, establishing banking accounts and defining the necessary signature authorities for financial transactions would be beneficial and prudent. Under the Corporation's bylaws, both of these actions require the Board's authorization. In keeping with best practices, the individuals having those authorities would be the Executive Director and Chief Financial Officer (CPO). The CPO is recommending establishing banking functions with Mechanics Bank, a local bank with investments in the community, which has demonstrated its capabilities through its relationship with the City of El Cerrito. Attachment 2 to this report is a resolution authorizing establishment of banking accounts with Mechanics Bank and the necessary signature authorities. ---PAGE BREAK--- Agenda Item No. 4(B) LEGAL CONSIDERATIONS The actions being considered are consistent with California Corporations Law, the Corporation's public and charitable purposes, its Amended and Restated Bylaws, and the Board's previous actions. Reviewed by: Scott Hanin, Executive Director Attachments: 1. Resolution electing and appointing Officers of the Corporation 2. Resolution authorizing establishment of a bank account and signature authority Page 2 ---PAGE BREAK--- MUNICIPAL SERVICES CORPORATION RESOLUTION NO. Agenda Item No. 4(B) Attachment 1 RESOLUTION OF THE BOARD OF DIRECTORS OF THEEL CERRITO MUNICIPAL SERVICES CORPORATION ELECTING AND APPOINTING THE OFFICERS OF THE CORPORATION WHEREAS, the Municipal Services Corporation is a nonprofit public benefit corporation organized under the California Nonprofit Public Benefit Corporation Law for charitable purposes; and WHEREAS, The specific charitable and public purposes for which the Corporation is organized are to benefit and support the City of El Cerrito (the "City") and the El Cerrito Redevelopment Agency (the "Agency"), in accordance with Section 509(a)(3) of the Internal Revenue Code of 1986, as amended, and to lessen the burdens of government of the City and the Agency; and WHEREAS, the Corporation's bylaws provide for the election of the Officers of the Corporation from those individuals designated as qualified to stand for election, and appointment of additional Officers of the Corporation as may be required; and WHEREAS, the Board has determined the Corporation requires an executive director to manage its day-to-day affairs; and WHEREAS, the Board desires to elect and appoint the Officers of the Corporation. NOW, THEREFORE, BE IT RESOLVED, AS FOLLOWS: 1. The Board of Directors finds that the above recitals are true and correct. 2. The Board of Directors hereby elects and appoints the Officers of the Corporation as follows: Chairperson Vice Chairperson Executive Director Secretary Chief Financial Officer William C. Jones III, Mayor, City ofEl Cerrito Greg Lyman, Mayor Pro Tempore, City of El Cerrito Scott Hanin, City Manager, City ofEl Cerrito Cheryl Morse, City Clerk, City ofEl Cerrito Mary Dodge, City Treasurer, City ofEl Cerrito 3. This Resolution shail become effective immediately upon its adoption. I CERTIFY that at a regular meeting on February 6, 2012, the Board of Directors of the El Cerrito Municipal Services Corporation passed this Resolution by the following vote: AYES: BOARD MEMBERS: NOES: BOARD MEMBERS: ABSENT: BOARD MEMBERS: ---PAGE BREAK--- Agenda Item No. 4(B) Attachment 1 IN WITNESS of this action, I sign this document on February_, 2012. Cheryl Morse, Secretary APPROVED: William C. Jones III, Board Chairperson ---PAGE BREAK--- MUNICIPAL SERVICES CORPORATION RESOLUTION NO. Agenda Item No. 4(B) Attachment 2 RESOLUTION OF THE BOARD OF DIRECTORS OF THE EL CERRITO MUNICIPAL SERVICES CORPORATION AUTHORIZING ESTABLISHMENT OF A BANK ACCOUNT AND SIGNATURE AUTHORITY FOR THE CORPORATION WHEREAS, the Corporation is a nonprofit public benefit corporation organized under the California Nonprofit Public Benefit Corporation Law for charitable purposes; and WHEREAS, the specific charitable and public purposes for which the Corporation is organized are to benefit and support the City of El Cerrito (the "City") and the El Cerrito Redevelopment Agency (the "Agency"), in accordance with Section 509(a)(3) of the Internal Revenue Code of 1986, as amended, and to lessen the burdens of government of the City and the Agency; and WHEREAS, establishing a bank account for deposit, withdrawal and investment of the Corporation's funds is in the Corporation's best interest and in keeping with its charitable purposes; and WHEREAS, pursuant to the Corporation's Amended and Restated Bylaws, every check, draft, promissory note, money order, or other evidence of indebtedness of the Corporation shall be signed by such individuals as are authorized by the Board. NOW THEREFORE, BE IT RESOLVED, as follows: 1. The Board finds that the above recitals are true and correct. 2. The Board does hereby authorize the deposit and withdrawal of the Corporation's monies in an account at Mechanics Bank. 3. The Executive Director Scott Hanin and Chief Financial Officer Mary Dodge, or their successors in office, shall be authorized to order the deposit or withdrawal of monies in the Mechanics Bank account, as well as to execute any check, draft, promissory note, money order, or other evidence of indebtedness of the Corporation. 4. This Resolution shall become effective immediately upon its adoption. I CERTIFY that at a regular meeting on February 6, 2012, the Board of Directors of the El Cerrito Municipal Services Corporation passed this Resolution by the following vote: AYES: BOARD MEMBERS: NOES: BOARD MEMBERS: ABSENT: BOARD MEMBERS: IN WITNESS of this action, I sign this document on February_, 2012. Cheryl Morse, Secretary APPROVED: William C. Jones III, Board Chairperson