12-04-2008 Fox Theater Foundation Report 02

Home

DATE: 12-4-08 RESOLlTTIONS OF THE BOARD OF DIRECTORS OF FOX RIVERSIDE THEATER FOlTNDATION a California nonprofit public benefit corporation ITEM NO.: 2 'YHEREAS, the Board of Directors (""Board"') of Fox RIVERSIDE THEATER FOUNDATION, a Calif011lia nonprofit public benefit corporation ("'Comoration"'). has been advised by legal counsel that the Articles of Incorporation (""Articles") should be amended to pl'lwide for (i) the revision of the purpose clause in order qualit~. for federal tax exemption under Section 501(c)(3) of the Inte11lal Revenue Code and Section 23701(d) of the Calif011lia Revenue and Taxation Code. (ii) the renHwal of the reference to the initial agent for ser,ice of process. (iii) the renHwal of the specific designation of the City of Riverside ("Citv"'). Redevelopment Agency of the City of Riverside (""Agencv"') or other govenunental entity as eligible entities to receive the assets of the COIvoration in the event of dissolution: and (iv) the appl'lwal of two-thirds of the voting members of the Board for the amendment. restatement or moditication of the Atticles: and 'YHEREAS, the Board has been fmther ac!\'ised by legal counsel that the Bylaws of this COIvoration ("Bvlaws"') should be amended and restated entirely to pl'lwide for (i) consistency \vith the foregoing amendment to the Articles. (ii) a variable number of directors of no less than three (3) but no more than thirteen (D). (iii) the removal of the requirement that directors be designated by the Agency Achninistrator of the Agency and instead that directors be elected by existing directors, (iv) confonning the Bylaws to be consistent with said revision: (v) the removal of the requirement that directors be employees of the City or the Agency whose employment duties are related in whole or in pad to the advancement of redevelopment. community development or economic development in the City, (v) deleting all Brown Act provisions to rd1ect that the Corporation will no longer be affiliated with the City: (yi) allo\\'ing for action to be taken \yithout a lllcdillg \yith unanllllous \\Titkll consent of the directors: (vii) the approval by two-thirds of the voting members of the Board for the amendment. restatement or modification of the Bylaws: and (viii) modifying the requirements with respect to financial disclosures and regulatory filings to comply with state and federal law: it is NO'Y, THEREFORE RESOL YED. that the Board hereby approves the Certificate of A.mendment in the fonn attached hereto at Exhibit A: and BE IT FURTHER RESOL YED. that the Board hereby appl'lwes the Amended and Restated Bylaws in the form attached hereto at Exhibit B: and BE IT FURTHER RESOLVED, that the President and Secretary. and each of them, are hereby authorized and empowered to take all acts necessary and required to CatTY out the intent of these Resolutions in the name and on behalf of this Corporation. Dated: November 17. 2008. BELINDA J. GRAHAM. President BRENT A. MASON, Secretary R VBUS\ISAFIE\7 :l82..J.l.l 1 2-1