Agenda - Municipal Water District of Orange County

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Stradling Yocca Carlson & RauthDraft of 9/29/10AMENDED AND RESTATEDBYLAWS OFMUNICIPAL WATER DISTRICT OF ORANGE COUNTY WATER FACILITIESCORPORATIONARTICLE IName, Organization and Purpose, Principal OfficeSection 1.1. Name. The name of this corporation is MUNICIPAL WATER DISTRICTOF ORANGE COUNTY WATER FACILITIES CORPORATION (hereinafter referred to as the“Corporation”).Section 1.2. Organization, Purpose and Use of Funds. The Corporation is a nonprofitpublic benefit corporation organized under the Nonprofit Public Benefit Corporation Law of the Stateof California (the “Law”) exclusively for the promotion of social welfare within the meaning ofSection 501(c)(4) of the Internal Revenue Code (the “Code”) and to provide assistance to theMunicipal Water District of Orange County (the “District”), and other public agencies in the State ofCalifornia, in the financing, refinancing, acquiring, constructing and rehabilitating of facilities, waterrights, land and equipment, and in the sale or leasing of facilities, water rights, land and equipment(collectively, the “Facilities”) and the financing and refinancing of other activities of public agenciesin the State of California as permitted by law for the use, benefit and enjoyment of the public servedby such agencies and any other purpose incidental thereto. The activities of the Corporation shall belimited to the activities described in its Articles of Incorporation. No gains, profits or dividends shallbe distributed to any of the Directors or officers of the Corporation; and no part of the net earnings,funds or assets of the Corporation shall inure to the benefit of any Director or any other person, firmor corporation excepting only as described herein.Section 1.3. Principal Office. The principal office of the Corporation is hereby fixed andlocated at the offices of the Municipal Water District of Orange County, 10500 Ellis Avenue,Fountain Valley, California 92708. The Board of Directors is hereby granted full power andauthority to change said principal office from one location to another in the County of Orange. Anysuch change shall be noted by the Secretary opposite this section, but shall not be considered anamendment to these Bylaws.ARTICLE IINo MembersSection 2.1. No Members. Pursuant to Section 5310 of the Law, the bylaws of a nonprofitcorporation may provide that the corporation shall have no members. The Corporation shall have nomembers.DOCSOC/1438386v2/022022-0000
ARTICLE IIIDirectorsSection 3.1. Powers. Subject to the limitations set forth in the Articles of Incorporation,the Bylaws, and the Law, and subject to the duties of Directors as prescribed by the Bylaws, allpowers of the Corporation shall be exercised by or under the authority of, and the business andaffairs of the Corporation shall be controlled by, the Board of Directors. No Director shall beresponsible for any error in judgment or for anything that such Director may do or refrain from doingin good faith. Without prejudice to such general powers, but subject to the same limitations, it ishereby expressly declared that the Directors shall have the following powers, to wit:First – To select and remove all appointed officers, agents and employees of theCorporation, prescribe such powers and duties for such officers, agents and employees as may not beinconsistent with law or the Articles of Incorporation or Bylaws, fix their compensation and requirefrom such officers, agents and employees security for faithful service;Second – To conduct, manage and control the affairs and business of the Corporationand to make such rules and regulations therefor not inconsistent with law, the Articles ofIncorporation or the Bylaws, as the Directors may deem best; andThird – To borrow money and incur indebtedness for the purposes of theCorporation, and to cause to be executed and delivered therefor, in the name of the Corporation orotherwise, promissory notes, bonds, certificates of participation, debentures, deeds of trust,mortgages, pledges, hypothecation or other evidences of debt and securities therefor.Section 3.2. Number of Directors. The authorized number of Directors shall be sevenuntil changed by amendment of the Articles of Incorporation or by amendment of the Bylaws.Section 3.3. Selection and Term of Office. The Directors of the Corporation shall be themembers of the Board of Directors of the District. Except as hereinafter provided and in accordancewith Section 5220(d) of the Law, each Director shall hold office for a term concurrent with suchDirector’s term as a member of the Board of Directors of the District. Unless a vacancy in the officeoccurs as herein provided, the Director appointed shall hold office until the expiration of suchDirector’s term and until a successor has been designated and has accepted the office.Section 3.4. Vacancies. Subject to the provisions of Section 5224 of the Law, anyDirector may resign effective upon giving written notice to the President, the Secretary, or the Boardof Directors, unless the notice specifies a later time for the effectiveness of such resignation. Nosuch resignation shall be effective, however, unless and until such Director shall have resigned fromthe Board of Directors of the District.A vacancy or vacancies on the Board of Directors shall be deemed to exist upon theexpiration of a Director’s term, if the authorized number of Directors comprising the Board ofDirectors of the District is increased, or upon the events specified in Government Code Section 1770including but not limited to the death, or resignation, on the Board of Directors of the District.DOCSOC/1438386v2/022022-00002
Page 1 and 2: REGULAR MEETINGOF THE BOARD OF DIRE
Page 3 and 4: Regular Meeting Agenda October 20,
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Page 17: Item No. WFC-2ACTION ITEMOctober 20
Page 21 and 22: ARTICLE IVOfficersSection 4.1. Offi
Page 23 and 24: CERTIFICATE OF SECRETARY OFMUNICIPA
Page 25 and 26: Minutes September 1, 2010TELECONFER
Page 27 and 28: Minutes September 1, 2010MWD ITEMS
Page 30 and 31: Minutes September 15, 2010COMMITTEE
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Page 38 and 39: Minutes September 18, 2010GOAL 1MWD
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Municipal Water District of Orange
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MUNICIPAL WATER DISTRICT OF ORANGE
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MUNICIPAL WATER DISTRICT OF ORANGE
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Municpal Water District of Orange C
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Municpal Water District of Orange C
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Item No. 5bCONSENT CALENDAR ITEMOct
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2010 Annual ConferenceManaginga Riv
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New Infrastructure TourWednesday, D
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Fill in completely - Please Print/T
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OfficersPresidentJohn A. Zebre, Wyo
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Action Item Page 2Jessica,As I ment
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Item No. 6-1ACTION ITEMOctober 20,
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Action Item Page 3d. Strategy 4: Ma
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Action Item Page 5iv. Objective 4:
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Strategic Review UpdateStaff Meetin
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Process to DateJune 12July 22issues
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Mission StatementTo provide reliabl
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Strategy 1 ‐ Work with key stakeh
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Strategy 2‐Position MWDOC MET Dir
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Strategy 4 ‐ Maintain interdepend
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Strategy 1 ‐ Maximize development
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Strategy 2 ‐ Implement water use
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Strategy 3‐Work with member agenc
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Strategy 4 ‐ Ensure the effective
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Strategy 1 ‐ Ensure financial act
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Strategy 2 ‐ Use technology to dr
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Strategy 4 ‐ Attract and retain a
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Strategy 1 ‐ Strengthen relations
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Strategy 2 ‐ Support the Board of
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Strategy 3 Develop effective commun
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Strategy 5 ‐ Engage local, state,
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Next Steps• Finalize and Adopt -
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Item No. 6-3ACTION ITEMOctober 4, 2
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Information Item Page 3Proposed Pro
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PARTICIPATION INSTRUCTIONSTurf Remo
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Committee Item Page 2COMMITTEE RECO
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Committee Item Page 4Reclamation Wa
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September 20, 2010Richard Bell, P.E
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the seafloor aquifer materials may
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Figure 2Pilot Facility Site
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Case B-2 - PyrolusitePyrolusite is
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oxygen, pH and silt density index)
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ATTACHMENT "C" (revised 9/21/2010)P
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September 21, 2010(3320)Richard Bel
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Proposal for Geohydrological Servic
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Item No. 6-5SOUTH ORANGE COASTAL OC
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Committee Item Page 3Intuitech Chan
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Information Item Page 2In the last
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General Manager's Report Page 2Meet
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General Manager's Report Page 4Colo
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General Manager's Report Page 6MET
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General Manager's Report Page 8ENGI
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General Manager's Report Page 10Com
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General Manager's Report Page 12Lan
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General Manager's Report Page 14SBx
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General Manager's Report Page 16Cou
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General Manager's Report Page 18Cli
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General Manager's Report Page 20Med
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General Manager's Report Page 22Leg
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Agenda - Municipal Water District of Orange County

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