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CITY COUNCIL AGENDA ITEM NO. 21 



Meeting Date: August 13, 2002

Subject/Title: Review the draft Articles of Incorporation and Bylaws for the Brentwood Agricultural Land Trust; and direct staff to amend the Zoning Ordinance funding limit for administration of the Trust

Submitted by: Mitch Oshinsky, AICP, Community Development Director

Approved by: John Stevenson, City Manager


RECOMMENDATION
Review the draft Articles of Incorporation and Bylaws for the Trust; and direct staff to amend the Zoning Ordinance funding limit for administration of the Trust.

PREVIOUS ACTION
The City Council adopted the Agricultural Enterprise Preservation Program in September 2001. On June 11, 2002, Council appointed it’s three members to the Land Trust Board, and continued discussion on the Bylaws, Articles of Incorporation and funding for full Council review.

BACKGROUND
Articles of Incorporation and Bylaws

The establishment of the land trust as a 501 C 3 nonprofit corporation is accomplished by adoption of Articles of Incorporation which describe the powers and duties of the trust, and lists the initial trust members. The bylaws go into greater detail, including objectives and purposes, terms of office, vacancies, meeting rules, and other issues. A draft of both documents is attached for your review and comments. The trust board, once it is fully constituted, will consider adoption of these documents as their own.

Zoning Ordinance Funding Limit

The City Zoning Ordinance which establishes the Agricultural Enterprise Program, requires that the loss of prime farmland to urban development be mitigated (as is required by CEQA), by several methods, including payment of an in lieu fee. The in lieu fees paid to the City shall be placed in a trust account and used solely for farmland mitigation purposes. A limited portion, not to exceed 5% of the fees collected, may be used by the City or Land Trust for administrative purposes associated with establishing, monitoring, and managing farmland conservation easements. 

It is envisioned that the Land Trust will require the services of a half time administrator to start. As the Trust works to appraise and acquire lands for conservation easements, it will also need the services of appraisers and attorneys. Eventually, a full time administrator and office assistant may be necessary. The 5% limit on the use of in lieu fees for administrative purposes, places a severe constraint on the ability of the Trust to attract qualified professionals to provide needed services. The trust account currently has a balance of approximately $900,000, and has an ongoing funding source, as developers pay their mitigation fees. In addition, the Trust will seek to leverage their funds through the acquisition of grants from public and private sources. 

Other programs, such as the Community Development Block Grant Program, allow up to 20% of funds to be appropriated to administration. Rather than short change the ability of the Trust to operate in a professional manner, or divert much needed City funds to make up any shortfall in the operation of the Trust, it is proposed that the limit be increased from 5 to 20%. If Council concurs, it would be appropriate to direct staff to initiate the necessary Zoning Ordinance Amendment to change the funding limit. 

FISCAL IMPACT: As discussed above, increasing the administrative funding limit for the Trust would have a positive impact on the City budget.

ARTICLES OF INCORPORATION
OF THE
BRENTWOOD AGRICULTURAL LAND TRUST

I

The name of this corporation is the Brentwood Agricultural Land Trust.

II

A. This organization 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 charitable purposes.

B. The specific purposes for which this Corporation is organized include, but are not limited to, the conservation of agricultural and open space lands in the City of Brentwood and East Contra Costa County, in accordance with the goals of the City of Brentwood Agricultural Enterprise Program Final Report (BAEP) and the City of Brentwood City Council Ordinance No. 683, adopted September 18, 2001.

C. Subject to the limitations in these Articles of Incorporation, the Corporation shall have the power and duty to (1) acquire real property and interests, including conservation easements as defined in California Civil Code Section 815.2; (2) acquire real property or interests in real property in the vicinity of the City of Brentwood agricultural areas whose protection will directly assist in the mitigation of loss of agricultural areas within Brentwood; (3) monitor, and where appropriate manage directly, real property or interests in real property so acquired for agricultural, open space, or mitigation purposes in trust for the people of the City of Brentwood, East Contra Costa County, and the people of the State of California in a manner consistent with the protection of private property rights, and consistent with applicable laws and regulations of all governing jurisdictions; (4) record instruments and take other actions necessary to protect in perpetuity the physical environment of the area for cultivated agriculture, wildlife, and ecological and aesthetic purposes beneficial to the public interest; (5) identify real property or interests in real property appropriate for acquisition consistent with item (1); (6) to the extent necessary to accomplish the purposes set forth above, exercise all rights and powers conferred on nonprofit public benefit corporations under the laws of California, including the power to contract, rent, buy, sell, and accept donations of real or personal property or any interest therein. Any conveyance of real property or interest in real property held by the Corporation shall be subject to restrictions ensuring that such real property is used consistent with the purposes and objectives of the Corporation; any such conveyance shall provide that the Corporation retains the right to enforce such restrictions and take measures necessary to abate impermissible uses. For properties owned by, or subject to a conservation easement held by, the Corporation, homesites created pursuant to Transferable Agricultural Credits described in the City Council Ordinance No. 683 and BAEP, adopted on September 18, 2001, may be sold or otherwise transferred consistent with the provisions and restrictions set forth in the Ordinance and BAEP.

D. Through acquisition of real property or interests in real property the Corporation shall seek to (1) mitigate the loss of agricultural lands within the City of Brentwood; (2) preserve lands best suited for agricultural and most threatened by development pressure adjacent to the City of Brentwood; (3) develop and maintain a critical mass of agricultural operations within the City of Brentwood and East Contra Costa County; (4) preserve contiguous tracts of agricultural land of a size large enough to maintain viable commercial agricultural operations; (5) minimize conflicts with non-farm uses; (6) create buffers between agricultural uses and urban areas; and (7) create and protect open space and critical habitat areas.

E. The Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the charitable and public purposes described in its Articles of Incorporation. Funds of the Corporation shall be expended only for the purposes specified in these Articles of Incorporation. Funds of the Corporation may not be used to compensate any person or organization of time spent on work unrelated to administration of the corporation. Real property or interests in real property acquired by the Corporation shall be used solely for agricultural, open space or mitigation purposes and may not be sold or otherwise transferred for any other purpose, except for public purposes or pursuant to eminent domain proceedings.

III

The name and address in the State of California of this Corporation’s initial agent for service of process is:

John Stevenson
Brentwood City Manager
The City of Brentwood
150 City Park Way
Brentwood, CA 94513

IV

A. This Corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3), Internal Revenue Code.

B. Notwithstanding any other provision of these Articles, the Corporation shall carry on only 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; (2) by a corporation contributions to which are deductible under Section 170(e)(2) of said Code; or (3) under the corresponding provisions of any future statute of the United States.

C. No substantial part of the activities of this Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, nor shall the corporation participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office; provided, however, that notwithstanding the foregoing the corporation may appear in administrative, legislative, and judicial proceedings relating to revenue sources or to real property owned by or under contract for acquisition by, of, or at the request of the corporation.

V

A. The authorized number of initial Board of Directors shall be seven, to be appointed as follows:
(a) Three Directors shall be appointed by the City of Brentwood.
(b) Three Directors shall be appointed by the East Contra Costa Irrigation District (ECCID).
(c) One Director shall be appointed by the other six.

B. All six members appointed by the City and the ECCID should reside in East Contra Costa County. The one additional member may reside outside of East Contra Costa County.

C. The names and addresses of the persons appointed to act as the initial Board of Directors of this Corporation are:

VI

A. The property of this Corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of the Corporation shall ever inure to the benefit of any director, officer, trustee or member of this corporation, or to the benefit of any private person. 

B. Upon the dissolution or winding up of the corporation, its asses remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a governmental entity described in Section 170(b)(1)(A)(v) of the Internal Revenue Code, or to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code, and which is qualified to receive “qualified conservation contributions” within the meaning of Section 170(h) of said Code, or of the corresponding provisions of any future statue of the United States, and which has been approved by the City of Brentwood.

C. In the event of a liquidation of this Corporation, all corporate assets shall be disposed of in such a manner as may be directed by decree of the Contra Costa County Superior Court, on petition therefore by the Attorney General or any person concerned in the dissolution, in a proceeding to which the Attorney General is a party.

VII

These Articles of Incorporation may be amended only by a 3/5ths vote or five Director’s votes in favor of the amendment; provided, however, that to the greatest extent allowed by applicable law, Article II may not be amended except to the extent found to be necessary in the opinion of counsel to:

(i) Maintain the status of the Corporation as a non-profit public benefit corporation under and pursuant to the Non-Profit Public Benefit Corporation Law of the State of California;

(ii) Maintain the status of the Corporation as a qualified 501(c)(3) corporation under Section 501(c)(3) of the Internal Revenue Code or any successor provisions thereto; or

(iii) Provide for or maintain the tax exempt status of any bonds sold to finance the acquisition of open space lands by the Corporation.


IN WITNESS WHEREOF, the undersigned, being the Incorporator of the Brentwood Agricultural Land Trust and the initial Directors named in these Articles of Incorporation on _____DATE , 2002.

INCORPORATOR


___________________________
John Stevenson, Incorporator

DIRECTORS
DECLARATION

We are the persons whose names are subscribed below. We collectively are the Incorporator of the Brentwood Agricultural Land Trust and all of the initial Directors named in the Articles of Incorporation, and we have executed these Articles of Incorporation. The foregoing Articles of Incorporation are our act and deed, jointly and severally.

Executed on ____DATE , 2002 in __LOCATION , California.

We, and each of us, declare that the foregoing is true and correct.

INCORPORATOR:


___________________________
John Stevenson, Incorporator

DIRECTORS:

 THE
BRENTWOOD AGRICULTURAL LAND TRUST

A CALIFORNIA PUBLIC BENEFIT CORPORATION


ARTICLE 1
NAME AND OFFICE

Section 1. NAME

The name of this corporation is the Brentwood Agricultural Land Trust.

Section 2. PRINCIPAL OFFICE

The principal office of this corporation shall be located in the City of Brentwood, in Contra Costa County, California, at an address to be established by resolution of the Board of Directors.

ARTICLE 2
OBJECTIVES AND PURPOSES

Section 1. OBJECTIVES AND PURPOSES

This corporation is organized under the Nonprofit Public Benefit Corporation Law of California exclusively for charitable and educational purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code (or any successor provision thereto). 

The primary objectives and purposes of this corporation shall be:

A. Implement the Brentwood Agricultural Enterprise Preservation Program, as adopted by the Brentwood City Council;

B. Mitigate the loss of agricultural lands within the City of Brentwood;

C. Preserve lands best suited for agriculture and most threatened by development pressure within or adjacent to the City of Brentwood; 

D. Develop and maintain a critical mass of agricultural operations within the City of Brentwood and East Contra Costa County; 

E. Preserve contiguous tracts of agricultural land of a size large enough to maintain viable commercial agricultural operations; 

F. Minimize conflicts with non-farm uses; 

G. Create buffers between agricultural uses and urban areas; and 

H. Create and protect open space and critical habitat areas.

ARTICLE 3
MEMBERS

This corporation shall have no members.

ARTICLE 4
BOARD OF DIRECTORS

Section 1. POWERS

Subject to the provisions of the California Nonprofit Public Benefit Corporation law, 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 2. DUTIES

It shall be the duty of the Directors to:

A. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws;

B. Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;

C. Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly; and

D. Meet at such times and places as are required by these Bylaws.

Section 3. NUMBER AND APPOINTMENT

The corporation shall have seven 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 provided in these Bylaws. 

The Directors are appointed as follows:

A. Three Directors shall be appointed by the City of Brentwood

B. Three Directors shall be appointed by the East Contra Costa Irrigation District (ECCID)

C. One Director shall be appointed by the other six.

All six members appointed by the City and the ECCID should reside in East Contra Costa County. The additional member may reside outside the County.

Section 4. TERMS OF OFFICE

For the first fiscal year of the corporation, four (4) Directors shall be elected for a term of three (3) years, and three (3) Directors shall be elected for a term of two (2) years. The Directors shall draw lots to determine which three Directors shall have an initial term of two (2) years. Thereafter, each Director shall be elected for terms of three (3) years. Each Director shall hold office until the expiration of the term for which elected, and until a successor has been elected and qualified.

With the exception of the initial Directors of the corporation, subsequent Directors shall hold office until the next annual meeting for election of the Board of Directors as specified in these Bylaws, and until his or her successor is elected and qualifies.

Section 5. VACANCIES

A. Events Causing Vacancy

Vacancies on the Board of Directors shall be deemed to exist at the occurrence of any of the following:

(1) The death, resignation or removal of any Director;

(2) The declaration by resolution of the Board of Directors of a vacancy in 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 the California Nonprofit Public Benefit Corporation Law, Corporation Code Section 5230 and following.

(3) The failure of the Board, at any meeting of the Board at which a Director is to be appointed, pursuant to Section 3(c), to appoint the Director.

(4) Whenever the number of authorized Directors is increased.

B. Resignation

Any Director may resign effective upon giving written notice to the Chair of the Board, the Secretary of the Board, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. 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 Attorney General.

C. Removal

(1) Directors may be removed, with cause, only by a majority vote of the entire Board of Directors then in office. Any vacancy caused by the removal of a Director shall be filled as provided in Article IV, Section 14 D.

(2) Absence of a Director from three (3) of more consecutive regular Board meetings.

D. Filling of Vacancies

If any vacancies occur among the designated Directors, such vacancies shall be filled by an appointment through the remainder of the vacant term by the jurisdiction or organization that appointed the Director, pursuant to Article IV, Section 3. 

In the event that an appointing organization fails to appoint a new Director to fill a vacancy on the Board created by resignation, removal or expiration of the term of its appointed Director within three (3) consecutive Board meetings following the event causing such vacancy, the Board shall, by a vote of not less than five (5) Boardmembers (or if there are not then five (5) members of the Board, by unanimous vote), appoint a Director to fill such vacancy.

The remaining vacancies on the Board may be filled by the affirmative vote of a majority of the Directors then in office at a meeting held pursuant to notice or waivers of notice.

A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board of Directors or until his or her death, resignation or removal from office.

Section 6. PLACE OF MEETINGS

Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board or at such place that 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 as long as all Directors participating in such meeting can hear one another.

Section 7. REGULAR AND ANNUAL MEEITNGS

The Board of Directors may, by resolution, establish a schedule of regular monthly, bi-monthly, quarterly, or semi-annual meetings of the Board of Directors. No notice of such regular meetings shall be required. 

The annual meeting of the Board of Directors shall be held in the month of insert month of each year, coincident with the regular insert month meeting of the Board of Directors, at the time and place designated by the Board of Directors.

Section 8. SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the Chair of the Board, the Vice Chair, 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.

Section 9. QUORUM FOR MEETINGS

A majority of the Directors then in office shall constitute a quorum for the transaction of business, except to adjourn as provided in Article 4, Section 10.

Every act or decision done or made by a majority of the Directors present at a meeting shall be regarded as the act of the Board of Directors, subject to the Articles of Incorporation or Bylaws of this corporation, or provisions of the California Nonprofit Public Benefit Corporation Law.

A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of any Director, if any action taken is approved by at least a majority of the quorum required for meeting.

Section 10. ADJOURNMENT

A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Section 11. NOTICE OF ADJOURNMENT

Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than 24 hours, in which case notice of the 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 12. COMPENSATION

Directors shall serve without compensation for their services, but they may receive such reimbursement of expenses as may be determined by resolution of the Board of Directors to be just and reasonable. 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 13 of this Article.

Section 13. RESTRICTION REGARDING INTERESTED DIRECTORS

Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) 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; 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.

Section 14. NON-LIABILITY OF DIRECTORS

The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation. 

Section 15. 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 and 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 Nonprofit Public Benefit Corporation Law.

Section 16. 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 the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.


ARTICLE 5
COMMITTEES

Section 1. COMMITTEES OF THE BOARD

The Board of Directors may, by a majority vote of the Directors, designate one or more committees, each consisting of two (2) or more Directors, to serve at the pleasure of the Board; provided, however, that if an Executive Committee is authorized by the Board, said committee shall consist of not less than three (3) Directors. 

Appointments to all committees shall be made by the Board of Directors, except that appointments to the Executive Committee shall be by majority vote of the Directors then in office. Any member of the committee may be removed, with or without cause, at any time by the Board.

Any committee, to the extent provided in the resolution of the Board, shall have all or a portion of the authority of the Board, except that no committee, regardless of the Board resolution, may:

A. Fill vacancies on the Board or on any committee;

B. Expend any corporate funds for any purpose without the express authorization of the Board;

C. Amend or repeal the Articles of Incorporation or Bylaws or adopt new Bylaws;

D. Amend or repeal or any resolution of the Board;

E. Designate any other committees of the Board or appoint the members of any committee; 

F. Approve 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.

Section 2. MEETINGS AND ACTION OF COMMITTEES

Meetings and actions of committees shall be governed by and 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. Regular minutes shall be kept of each meeting of any committee and shall be filed with the corporate records, and reported to the Board from time to time, as the Board requires. The Board of Directors may also adopt rules and regulations for the governance of any committee to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.


ARTICLE 6
OFFICERS

Section 1. NUMBER OF OFFICERS

The officers of the corporation shall be a Chair, Vice-Chair, Secretary, and Treasurer. The corporation may also have, as determined by the Board of Directors, other officers as may be appointed by the Board of Directors. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve concurrently as the Chair of the Board.

Section 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE

Any person may serve as officer of this corporation, except those appointed in accordance with the provisions of Article 6, Section 3. The officers of this corporation shall be chosen annually by the Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under contract of employment.

Section 3. SUBORDINATE OFFICERS

The Board of Directors may appoint, and may authorize the Chair or any other officer to appoint, any other officers or agents as it may deem desirable, or that the business of the corporation may require. 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

Subject to the rights, if any, of an officer under contract of employment, any officer may be removed, with or without cause, by the Board of Directors, at any meeting of the Board, or, except in case of an officer chosen by the Board, by an officer on whom such power of removal may be conferred by the Board of Directors.

Section 5. RESIGNATION

Any officer may resign at any time by giving written notice to the Board of Directors or to the Chair or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified by that notice, and unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of this corporation under any contract to which the officer is a party.

Section 6. VACANCIES

A vacancy in any office for any reason shall be filled in the manner described in these By-Laws for regular appointments to that office.

Section 7. DUTIES OF CHAIR

The Chair shall be the chief executive officer of the corporation, shall preside at all meetings of the Board of Directors, and shall, subject to the control of the Board of Directors, generally supervise, direct and control the business and the officers of the corporation. The Chair shall have other such powers and duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. The Chair shall be responsible to the Board, shall see that the Board is advised on all significant matters of the corporation’s business, and shall see that all orders and resolutions of the Board are carried into effect.

Section 8. DUTIES OF VICE CHAIR

In the absence of the Chair, or in the event of his or her inability or refusal to act, the Vice Chair shall perform all the duties of the Chair, and when so acting shall have all the powers of, and be subject to all the restrictions on, the Chair. The Vice Chair shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.

Section 9. DUTIES OF SECRETARY

The Secretary shall:

A. Certify and keep at the principal office of the corporation the original or a copy of these Bylaws as amended or otherwise altered to date.

B. 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, recording therein the time and place of holding, whether regular or special, how called, the names of those present or represented at the meeting, and the proceedings thereof.

C. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.

D. Be 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 these Bylaws.

E. Exhibit at all reasonable times to any Director of the corporation, or to his or her agent or attorney, on request therefor, the Bylaws and the minutes of the proceedings of the Directors of the corporation.

Section 10. DUTIES OF TREASURER

The Treasurer shall:

A. 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.

B. Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

C. 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.

D. 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.

E. Exhibit at all reasonable times the books of account and financial records to any Director of the corporation, or to his or her agent or attorney, on request therefore.

F. Render to the Chair and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition or the corporation.

G. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.



ARTICLE 7
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, committees of the Board and, if this corporation has members, of all meetings of members, 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 members, if any, 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 agent or attorney and the right to inspection includes the right to copy and make extracts.

Section 5. ANNUAL REPORT

The Board shall furnish a written annual report 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;

D. The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year;

E. Any transaction during the previous fiscal year involving five thousand dollars ($5,000.00) or more between this corporation or a subsidiary and in which any Director or office of the corporation or subsidiary was a party. The report must disclose the names of the interested persons involved in such transactions, stating such person’s relationship to the corporation, the nature of such person’s interest in the transaction, and, where practicable, the amount of such interest;

F. The amount and circumstances of any indemnifications or advances aggregating more than two thousand dollars ($2,000) paid during the fiscal year to any officer or Director of the corporation.


ARTICLE 8
CONTRACTS, LOANS, CHECKS AND NOTES

Section 1. CONTRACTS

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. LOANS TO DIRECTORS AND OFFICERS

The corporation shall not make any loan of money or property to or guarantee the obligation of any Director or officer, unless approved by the Attorney General of the State of California; provided, however, that the corporation may advance money to a Director or Officer of the corporation for expenses reasonably anticipated to be incurred in the performance of the duties of such Director or officer, provided that in the absence of such advance such Director or officer would be entitled to be reimbursed for such expenses by the corporation.

Section 3. 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 or such individuals as are authorized by the Board of Directors.


ARTICLE 9
STANDARD OF CARE

A Director shall perform the duties of a Director, including duties as a member of any committee of the Board on which the Director may serve, in good faith, in a manner such Director believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinary prudent person in a like situation would use under similar circumstances.

In performing the duties of a Director, a Director shall be entitled to rely on information, opinions, reports or statements including financial statements and other financial data, in each case prepared or presented by:

A. One or more officers or employees of the corporation whom the Director believes to be reliable and competent in the matters presented;

B. Counsel, independent accountants or other persons as to matters which the Director believes to be within such person’s professional or expert competence; or

C. A committee of the Board upon which the Director does not serve, as to matters within its designated authority, which committees the Director believes to merit confidence, so long as in any such case, the Director acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances, and without knowledge that would cause such reliance to be unwarranted.

A person who performs the duties of a Director in accordance with the foregoing shall have no liability based upon any failure or alleged failure or discharge that person’s obligations as a Director, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat the public and charitable purposes to which the corporation, and assets held by it, are dedicated.


ARTICLE 10
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 11
AMENDMENT OF BYLAWS

Section 1. AMENDMENT

Subject to any provision 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 or new Bylaws adopted by approval of two-third of the Directors present at any meeting.


WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
I, the undersigned, the duly elected Secretary of the Brentwood Agricultural Land Trust, a California nonprofit corporation, do hereby certify that the foregoing is a true and correct copy of the Bylaws of the Brentwood Agricultural Land Trust, and that such Bylaws were duly adopted by the Board of Directors of this corporation on __insert date_, 2002.


__________________________________
Insert name, Secretary

City Administration
City of Brentwood City Council
150 City Park Way
Brentwood, CA 94513
(925) 516-5440
Fax (925) 516-5441
E-mail allcouncil@brentwoodca.gov