Chapter 1 — BYLAWS

Article 1 Definitions; Offices and Seal

All capitalized terms used herein shall have the respective meanings given such terms in the Joint Exercise of Powers Agreement, dated May 24, 1993, by and between the City of San Leandro, California, and the Redevelopment Agency of the City of San Leandro (the "Agreement").

The principal office of the Authority for the transaction of business shall be 835 East 14th Street, San Leandro, CA 94577. The Board may, however, fix and change from time to time the principal office from one location to another within the City of San Leandro by noting the change of address in the minutes of the meeting of the Board at which the address was fixed or changed. The fixing or changing of such address shall not be deemed an amendment to these Bylaws.

The Authority shall have an official seal, consisting of two concentric circles with the words "San Leandro 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.

Article 2

Board

Subject to the limitations of the Agreement, the terms of these Bylaws, and the laws of the State of California, the powers of this Authority shall be vested in and exercised by and its property controlled and its affairs conducted by the Board of the Authority.

The Board shall have seven Directors, who shall be the members of the City Council of the City of San Leandro. Each Director shall hold office for a term which coincides with such Director's term of office as member of the City Council.

Directors shall serve without compensation but each Director may be reimbursed his or her necessary and actual expenses, including travel incident to his services as Director, pursuant to resolution of the Board. Any Director may elect, however, to decline said reimbursement.

The regular meetings of the Board shall be held annually on the third Monday in June at the hour of 7:00 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.

Special meetings of the Board shall be held upon call of the Chair 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 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.

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 fixed and established as the City Council Chambers, 835 East 14th Street, San Leandro, California.

All proceedings of the Board shall be subject to the provisions of the Ralph M. Brown Act, constituting Chapter 9 of Part 1 of Division 2 of Title 5 of the California Government Code, and notice of the meetings of the Authority shall be given in accordance with such Act.

The transactions of the Board at any meeting however called and noticed or wherever held, shall be as valid as though done at a meeting duly held after call and notice if a quorum is present and if either before or after the meeting each Director not present signs a written waiver of notice or a consent to the holding of such meeting or approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records and made a part of the minutes of the meeting.

A quorum shall consist of a majority of the members of the Board unless a greater number is expressly required by statute, by the Agreement, or by these Bylaws. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present, shall be the act of the Board.

The order of business at the regular meeting of the Board and, so far as possible, at all other meetings of the Board, shall be essentially as follows, except as otherwise determined by the Directors at such meeting:

(a) Report on the number of Directors present in person or by proxy in order to determine the existence of a quorum.

(b) Reading of the notice of the meeting and proof the delivery or mailing thereof, or the waiver or waivers of notice of the meeting then filed, as the case may be.

(c) Reading of unapproved minutes of previous meetings of the Board and the taking of action with respect to approval thereof.

(d) Presentation and consideration of reports of officers and committees.

(e) Unfinished business.

(f) New business.

(g) Adjournment.

(a) Public Meetings. All legislative sessions of the Board, whether regular or special, shall be open to the public.

(b) Quorum. Four 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 less 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 adjourned 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, adjourned regular, special or
adjourned special meeting was held within 24 hours after the time of the adjournment.
When a 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 adjourned 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 less
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.

The private property of the Directors shall be exempt from execution or other liability for any debts, liabilities or obligations of the Authority and no Director shall be liable or responsible for any debts, liabilities of obligations of the Authority.

OFFICER, DIRECTOR OR EMPLOYEE.

Should any Director, officer or employee of the Authority be sued, either alone or with others, because he is or was a director, officer or employee of the Authority, in any proceeding arising out of his alleged misfeasance or nonfeasance in the performance of his duties or out of any alleged wrongful act against the Authority or by the Authority, indemnity for his reasonable expenses, including attorneys' fees incurred in the defense of the proceedings, may be assessed against the Authority or its receiver by the court in the same or a separate proceeding if the person sued acted in good faith and in a manner such person reasonably believed to be in the best interests of the Authority and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The amount of such indemnity shall equal the amount of the expenses, including attorneys' fees, incurred in the defense of the proceeding.

Article 3

Objects and Purposes

The business of this Authority is to be operated and conducted in the promotion of its objects and purposes as set forth in the Agreement.

During the continuance of the Authority, it may distribute any of its assets to the Members of the Authority. If for any reason the Members are unable or unwilling to accept the assets of the Authority, said assets shall be distributed to the Federal Government, or to a state or local government for public purposes, or to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes.

The Authority may, with the approval of all of the Members, be dissolved by majority vote of the Directors if at the time of such dissolution the Authority has no outstanding indebtedness and is not a party to any outstanding material contracts. Upon the dissolution or termination of this Authority, and after payment or provision for payment, all debts and liabilities, the assets of this Authority shall be distributed to the Members of the Authority.

If for any reason the Members are unable or unwilling to accept the assets of the Authority, said assets will be distributed to the Federal Government or to a state or local government for public purposes; or to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes.

Article 4

General Provisions

All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Authority and any and all securities owned by or held by the Authority requiring signature for transfer shall be signed or endorsed by the Treasurer.

The Board, except as in the Agreement or in the Bylaws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any contract or execute any instrument in the name of and on behalf of the Authority and such authority may be general or confined to specific instances and unless so authorized by the Board, no officer, agent or employee shall have any power or authority to bind the Authority by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

All contracts or agreements on behalf of the Authority shall be signed by the Executive Director or Chair, and countersigned by the Secretary, after having been authorized to do so by action of the Board, except that the Vice Chair shall sign in the absence of the Chair.

The fiscal year of the Authority shall commence on the 1st day of July of each year and shall end on the 30th day of June of the next succeeding year.

These Bylaws may be amended at any time and from time to time by majority vote of the Board.

Editor's Note: Former Title 25, Chapter 1, Conflict of Interest Code: Administrative
Regulations, was editorially renumbered to be Title 4, Chapter 2, City Clerk: Conflict of Interest;
and the existing bylaws of the Public Financing Authority adopted by Resolution No. 93-1 PFA
were codified as Title 25, Chapter 1, Public Financing Authority: Bylaws, during the 2005-06
republication.
(Resolution No. 2006-123, 11/20/2006 [§§25.1.100-25.1.415]; Resolution No. 2007-001 PFA,
01/02/2007 [§§25.1.100-25.1.415])

Title A26

REDEVELOPMENT AGENCY

Chapter 1 Chapter 2
BYLAWS RULES AND REGULATIONS—1981
RESIDENTIAL MORTGAGE REVENUE