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Res 14-27 Amending the Westlake Academy Foundation Bylaws Allowing for 3 Year Staggered TermRESOLUTION !` ...N COUNCIL OF THE TOWNOF WESTLAKE, AMENDINGBYLAWS OF THE WESTLAKE ACADEMY FOUNDATION ALLOWING DIRECTORS O SERVE A (3) THREE STAGGEREDYEAR WHEREAS, the WAF Board of Directors has proposed an amendment (attached hereto as Exhibit "A") to Section 2.2(d) of the Second Amended and Restated Bylaws of Westlake Academy Foundation (`Bylaws"); and WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the citizens of Westlake, and the students, families, and staff of Westlake Academy who are the direct beneficiaries of the contributions from the Westlake Academy Foundation. THEREFORE, BE f OF THI TOWN OF SECTION l: That, all matters stated in the Recitals hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: That the Town Council does hereby approves the proposed amendment to Section 2.2(d) of the Bylaws governing the term of each director of the WAF as set forth in Exhibit "A". SECTION 3: That the Town Council does hereby appoint or reappoint the individuals delineated in Exhibit `B" hereto to serve as members of the Board of Directors of the WAF for terms ending as set forth in Exhibit "B" SECTIN 4: That if any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. Resolution 14-27 Pagel of 4 SECTION 5: That this resolution shall become effective from and after its date of passage. ATTEST: KcllEdwardi, Town Secretary . Stanton L6wK,/'Fo -4 Laura L. 'khe9t, Mayor Thomas L Brym7e-rTo Manager Resolution 14-27 Page 2 of 4 AMENDMENT SECTION 2.2(d) OF THE OF WESTLAKE ACADEMY FOUNDATION SECTION 2.2. Number Appointment Term, Disqualifications, and Removal of Directors. (d) The term of each Director shall be three years, except as set forth below. To the extent reasonably practicable, the terms of approximately one-third of the Directors will be set to expire each year. To immediately establish the desired stagger, approximately one-third of the Directors will have a term that will expire at the end of fiscal year 2015; approximately one-third of the Directors will have a term that will expire at the end of fiscal year 2016; and approximately one-third of the Directors will have a term that will expire at the end of fiscal year 2017. Resolution 14-27 Page 3 of 4 APPOINTMENT/REAPPOINTMENT OF DIRECTORS OF !IIESTLATC.E ACADEMY FOUNDATION Resolution 14-27 Page 4 of 4 Term Expiration Ken Gorden June 2015 Bill Greenwood June 2015 Leah Rennhack June 2015 Andy Sedino June 2015 Vacant June 2015 Andrew Grieser June 2016 Kevin Hansen June 2016 Deborah Kraska June 2016 Karen Stoltenberg June 2016 Vacant June 2016 Vacant June 2017 Zan Jones June 2017 Sean Shope June 2017 Jeff Watson June 2017 Vacant June 2017 Resolution 14-27 Page 4 of 4