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HomeMy WebLinkAboutReso 1995-18027 RESOLUTION NO. 18027 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AMENDMENT TO THE BY-LAWS OF THE CHULA VISTA BAYFRONT CONSERVANCY TRUST WHEREAS, the Board of Directors of the Bayfront Conservancy Trust (BCT) adopted changes to its By-Laws and an attendance policy at their July 11, 1995 meeting, subject to Council approval; and WHEREAS, to ensure that a quorum would be reached at each meeting, the Board adopted minor changes to the By-Laws to allow the appointing authority for a director, or if none, the group or entity from which the primary director is recruited, may approve an alternate director. If an alternate is so appointed, it should be done as close in time to the appointment of the primary director, and the alternate shall have the right to attend deliberate, and vote on all matters at meetings of the Board of Directors in the absence of the primary director and to the same extent as that primary director; and WHEREAS, another minor change is to refer to all members of the Board as directors rather than members because the corporation has no "members" in the legal meaning of the term. NOW, THEREFORE, BE IT RESOLVED the City Council of the City of Chula Vista does hereby approve an amendment to the By-Laws of the Chula Vista Bayfront Conservancy Trust as set forth in Attachment A, attached hereto and incorporated herein by reference as if set forth in full. Presented by ~~ru(~ai~ f y-' /JJ~mes R. Tl~omson ce M. Boogaar Deputy City Manager City Attorney Resolution No. 18027 Page 2 ATTACHMENT A PROPOSED CHANGES TO THE BY-LAWS OFTHE CHULA VISTA BAYFRONT CONSERVANC~ TRUST ARTICLE I NAMES, PURPOSES AND PRINCIPAL OFFICE Section 1.1 Name. The name of this corporation is (~ula Vista Balffront Conserv~k"y Trust. Section 1.2 Pu.r!~'~- The corporation is organized under the Nonproflt Public Benefit Corporation Law of California exclusively for charitable and educational purposes, within the meaning o{ Section 501(cX3) of the Internal Revenue Code of 1954. The specific purposes of this corporation include, but are not limited to, preserving land for scientific, ecological, recreational, scenic and open space opportunities; engaging in the restoration, enhancement and preservation of the Sweatwater Marsh complex; receiving and holding dedications of land; and increasing public knowledge of and support for natural resource conservation. Section 1.3 Principal Office. The principal office of this corporation shall be located in the City of Chula Vista, State of California, at an address to be established by resolution of the Board of Directors. ARTICLE II MEMBERSHIP This corporation shall have no members. ARTICLE I11 BOARD OF DIRECTORS Section 3.1 PawerA, This corporation shall have powers to the i~ull extent allowed by law. All powers and activiltes of this corporation shall be exercised and managed directly by the Board. Section 3.2 Number of Direchars. The authorized number of directors shall be twelve (12). Resolution No. 18027 Page 3 Section 33 Selection nf Directors. The Directors shall not be elected by the members, but shall be designated as to their numbers, representative capacities, voting rights, and such oeer rights by the By-Laws of the Corporation, wNch may from time to time be established and amended at the discretion and majority vote of the Board d Directors. la the al~_e~ee of'such ali:...ailve dcsi~-.ati~sa ia the By Lswj,]:he Board consistt of (1) the Mayor of Chub Vista et Ns/ker dssil~..co, who will also be the Oudrman; (2) an appointee of t~: San Diego Unified Port District, who shall serve ex officio; (3) an appointee of the County of San Diego Board of Supervisors; (4) a representative of the private land ownesship north of "(3" Street within the Coastal Zone; (5) a pawn appointed by the City Council to represent the interest of the university educational community who shall have employment experience in environmental Ktences education; (6) a person appointed by ~ City Coundl who is a roerobe of an envimmnental organization; (7) an appointee of the State Coastal Commission; (8) · dtizen-at-large appointee of the Chuia Vista City Council; (9)an appointee of the Department of Fish and Game; (10) the Manages the Sweetwater Marsh National Wildlife Refuge, (11) · representative of the City Council of the City of National City, and (12) · representative ~rom the volunteers ot the Chula Vista Nature Interpretire Cantea. Special provisions apply to the following numbered seats: (4) At the time when special improvement districts are formed in the subject area, · representative of the collective private ownership's will be selected by those owners. (5) The Gainnan shall request the Chancellor of the University of C..alifomia, San Diego or the President of San Diego State University to designate the representative of the educational community. Said representative shall be alternated betwec~ the two ~Jniversities. (6) The Chula Vista City Council will request, on a two-year rotation hasis, a representative from · regionally recognized organization whose aim is the protection and conservation of the natural environment. (7) and (9) Those appointed may, but need not be the regional directors of the State Coastal Commission or Department of Fish and Game, ~spectively. (12) The voluntears of the Chula Vista Nature hterpretive Center shall dect a Docent, by simple majority vote, and recommend that Docent's appointment by the Chub Vista City Council for · two-year term. Act), dlretiM mq), q~eimThe ~pointir(g outhori~ ,for ~ director. or Or txone. the group or enflf4/,frOm tohlch the primary tireclot is recruilei. may ipprove an alternate director. If an alt~rrmte is sn Rl2pnlnted the ~ppolnlR/enf shol~]J be rtlode as close in time as ~ossible to the appointment qf the primary ~fireclor and the alternate shall have the right to attend. deliberate and vote on all matters at meettng~ of the Board of Directors in the absence d the primary director and to the ume astir, at a,~ that prima~y director. Secttom 3.4 Term of Of~cp of Diredors The Mayor d Chula Vista, saving as · director by virtue d his/has elected public office, shag be a director durin8 Ms/her entire tenure as Mayor and shall be succeeded as · director at the same time as ha/she is replaced as Mayor. The term of directors shall be two ('2) years. Section 3.4.1 Each director shall hold office until the expiration of the term which appointed, and until · successor has been ·ppointed ot elected. Resolution No. 18027 Page 4 Section 3..5 Vacancies. A vacancy shall be deemed to exist in the event that the actual number of directors is less than the authorized number for any reason, including resignation or removal of the director by his/bet appointing authority. Notice must be given to the Board of the removal of a director and the identity of the new appointee-director. Section 3.6 Meetin_~s. The meetings of the Board of Directors shall be open to the public and held in accordance with the Ralph M. Brown Act, Government C. ode Section 54950 et secl. Section 3.7 Annual Meetin~. The annual meeting of the Board of Directors shall be held on the fourth Tuesday of September of each year. Section 3.8 Regular Meetings. The Board of Directors, by resolutions, may establish a schedule of reSular hi-monthly meetings of the Board of Directors. Section 3.9 Special Meetln~s. Special meetings of the Board of Directors may be called by the chairman, or by any two (2) directors, by written notice delivered personally as well as by telephone, telegraph or facsimile, to each of the directors, or mailed by first class mail at least four (4) days or more prior to any such meetings. The notice shall state the time, place, and subject matter of such special meeting. Section 3.10 Omn~m- Pive voting ~ directors shal] constitute a cjuorum for the t~ansection Of business at regular hi-monthly meetings, except to adjourn as provided in Section 3.11 of this Article III. Every act or decision by a majority of the directors present shall be regarded as the act oi~ the Board of Directors, subject to the provisions of the Califomia Nonprolat Public Benefit Corporation LaW' including, without limitations, those provisions relating to (i) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (ii) creation of and appointments to committees of the board, and (iii) indemnification of directors., A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of di~ors, if any action taken is appruved by at least a majority of the requ~ed quorum for that meeting. Section 3.11 ACl~umrnent. A majority of the directore present, whether or not constituting a quorum may adjourn any meeting to another time and place. 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 pe~onal notice of the time and place shall be given before the time of the adjourned meeting to the directors who were not present al the time of the adjournment. Section 3.12 Standard of Care. A. Ceneral. 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 this corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances. Resolution No, 18027 Page 5 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: ( l ) One or more officers or employees of the corporation whom the director believes io be reliable and competent in the matters presented; (2) Counsel, independent accountants or other persons as to matters which the director believes to be within such person's professional or expert competence; or (3) A comndttee of the board upon which the director does not serve, as to matters .within it~ designated authority, which committee the director believes to merit confidence, so long as in any such case, the di~ctor acts in good faith, after reasonable inquiry when the need therefor is indicated by the drcumstances aid without bowledge 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 to discharge that person's obligations as a director. B. Non-Liability of Director~. The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation. C. lndemnlflcatinn hi Corporation of Directors. Officers. Err~loyees 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 judgmentagainst such person ty reason of 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 reasonable incurred by the person in connection with such proceeding. ff such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounta reasonably incurreel 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 Benafit Corporation Law. D. Insursnce for Corlx~rste Agents. The corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of any agent of the corporation, including a director, officer, employee or other agent of the corporation, against liability asserted against or incurred by any officer, disctot, employee, or agent in such capacity or arising out of the officer's, director's, employee's or agents status as such. Section 3.13 Prohibited Transactions. A. Loans. Thls coqx~ratioa shall not mabe any loan of money or property to or guarantee the obligation of any director or offat. r; provided, however, that this corporation may advance money to a director or officer of this corporation for expenses reasonably anticipated to be incurred in per(orrnance of the duties of such officer or director so long as such individual would ha entitled to be reimbursed for such expenses absent the advance. B. In addition to the above prohibition, the actions of a director or officer shall comport with all applicable provisinns of the Corporations Code, Government Code and the Public Cantracts Code. Section 3.14 Con~nen~tion. Resolution No. 18027 Page 6 At all times, fifty-one percent (5t%) or more of the directors shall be persons who have not been compensated, within the previous twelve months, by this corporation for services performed for this corporation. In this Section, the term "persons" includes individuals related by blood or marriage. ARTICLE IV COMMITTIEES Section 4.1 Committees of Directors. 'fire Board of Directors may designate one (1) or more committees, each con. sisting of three(3) or more directors to serve at the pleasure of the board. Appointments to all committees shall be made by a majority vote of the directors then in office. Any committee, to the extent provided in the board resolution, shall have all the authority of the board, .except that no committea, regardless of board resolution may: A. Fill vacancies on the ~ard of Directors or no any committee; B. Expend any corporate funds for any purpose without the express authorization of the Board of Directors; C. Amend or repeal By-Laws or adopt new By-Laws; D.Amend or repeal any reselution of the Board of Directora which by its terms la not so amendable or repealable; E. Appoint any other committees of the Board of Directors. Section 4.2 MeeHn~s, Meetings and actions of committees shall be governed by and held and taken in accordance with the provisions of Article III of these By,Laws concerning meetings of directors, with such changes in the context of those By-Laws as are necessary to substitute the committee and its members for the Board of Directors and its members. Mlnuf~es shell be kept of each meeting of any Committee and shall be filed with the corporate records. The Board of Directors may adopt rules for the governance of any committee not inconsistent with the provisions of these By-Laws. ARTICLE V OFFICERS' Section 5.1 Officers. The officers of this corporation shall be chairman, vicechalrman, secretary and treasurer. The corporation may also have at the discretion of the directors, such other officers as may be appointed by the directors. Any number of offices may be held by the same potson, except that neither the secretary nor the treasurer may serve concurrently as the chairman of the board. The chairman shall be the Mayor of C~ula Vista or his/her designee. Officers of the corporation need not be members of the Board of Directors. Section 5.2 Election, The officers of this corporation, with the exception of the chairman, shall be chosen annually by the directors, and each shell serve at the pleasure of the board, subject to the rights, if Resolution No. 18027 Page 7 any, of an officer under any contract of employment. The officers of the corporation shall be elected at the annual meetings. Section 5.3 Remov~l. Subject to the rights, if any, of an officer under any contract of employment, any officer, with the exception of the chairman, may be removed by a majority vote of the Board of Directors pursuant to applicable law. Section 5.4 R~si_L, natinq. ~,n officer may ~sign at any lima by giving wHtts~ notice to this coll~oration. ~ relignatiof~ shall take effect at the date of the receipt of t~at notice or at any later lima specified by that notice, and unleis otherwise specified in that notice, the acceptance 0f the resignation shall not be necessary to make it effective. Any rerignation is without prejudice to the rights, if any, of this co~ix~ration under any contract to which the officer is a pa~y. Section 5.5 VacanHe~. A vacancy in any office for any reason shaft be filled in the manner descrfi~t in these By-Laws for regular appointmants to that office. Section 5,6 Chairman, The chairman shall be the chief executive officer of the corporation, shall preside at all meetlnBs of the Beard of Directors and shall, subject to control of the board, or subject to such other actions as the board may take, generally supervise, direct and control the business and the officers of Ihe corporation. Section 5.7 Vice-Chairman. In the absence of the chairman, the vice-chairman shall preside at all meetings of the Board of Directors, and shall, subject to the control of the board, have the powers and duties of the chairman. .~.~tlion 5.8 ~cretary. The secreta~ shall keep a full and complete record of the proceedings of the board and commitlee~ of the board, shall keep the seal of the col'potation and affix the ~ame to iuch papers and instruments as may be recruited in the regular course of business, shall make service of such notices as is required by these By-Laws or as may be proper, shall supervise the keeping of the books of the corporation, and all discharge such other duties as pertain to the office or as prescribed by the directone. ~ ~'set~ry ~hall keep oc cause to be kept, at the corpocation's principal office, a copy d the Acticlei of incorporalion and By-Laws. .~eclion S.9 Treasurer. The treasurer shall have charge and custody of all funds of the coq~oration, d~all dep~it lu¢~ funds in the manner required by the board, shall keep and maintain adequate and correct accounte el the corporation's p~l~.-.riiei and business transactions, ~hall render repem and accountings as recluirecl, and shall di.~:harge such other duffer as pertsin to the office or as prescribed by the directoN. The books of account shall be open to inslx-ction by any officer at aU reasonable links. The Ix)afcl may require the treasurer to give the corporation a bond in le amount and with the surety or sureties specified by ~ boaKI f~' faithful performance of Ihe dutlee of the office and for restoration to le corporaltun 01all of its beeks, papers, yonchefs, money, and other property of every kind in the Resolution No. 18027 Page 8 possession or under the control of the chief financial officer on his or her death, resignation, retirement, or removal from office. ARTICLE Vi REPORT TO DIRECTORS Section 6,1 Annual Report. 'll~e chairman shall fumish a written report within 120 days after the end of the corporstion's fiscal year to all of the directors containing the following information: A. The assets and liabilities, includin8 the trust funds, of this corporation as of the end of the fiscal year; B. The principal changes in assets and liabilities, including trust funda, during the fiscal year; C. The revenue or receipts of this corporation, both unrestricted and restricted for particular purposes, for the fiscal year; D. The expenses or d isbursements of this corporation, for both general and restricted purposes during the fiscal year; E. The amount and circumstances of any indemnification or advances aggre~rtlng more than TWO THOUSAND DOLLARS (2,000.00) paid during the fiscal year to any officer or director of the corporation. The annual report shall be accompanied by a report on the corporation by independent accountants or, if there is no such report, by the certificate of an authorized officer of the corporation that auch statements were prepared without audit from the corporafion's books and records. Section 63~ Inspection by Directors. Every director shall have the absolute ril~ht at any reasonable time to inspect the cot~orat~on's books, records, documents of every kind and the corporation's property. The right of inspection includea the right to copy and make extracts of documents. Section 6.2.1 The corporation's books, records, documents of every kind shall be pubfic records available for inspection by the public. ARTICLE VII AMENDMENTS Section 7.1 Amendment of Articles of Incorporation. A. Proposed amendments to this corporation's Articles of Incorporation must be submitted in writing to the memht, sdirectors.nt least one (1) month in advance of the board meeting at which they will be considered for adoption. ~ A majority of the membe~directf, rs present at any meeting shall be required to adopt an amondme~t to the Articles of Incorporation. Resolution No, 18027 Page 9 B. The Articles of Incorporation of this corporation shell not be amended, revoked or otherwise modified without the approval of the City Council of the City of Chula Vista, expressed by written Resolution issued therefrom. Section 7.2 Amendments to By-Laws. A. Proposed amendmasts to this corporation's By-L~ws must be submitted in writing to the mef~directors at least one (1) month in advance of the meeting at which they wil! be considered for adoption. By Labia may bc am~dcd by ~c board without th~ approva! of the m~mbcr0, cx~cpt ~a Oso~c ~hez~ce affect m~J~,bcrship intcrc~t. Members may al~ amend by Lavts. A majority vote of the directorsee e~mbere present at a meeting shell be requiz~d to adopt an amendment to the By-Laws of this corporation. B. The By-Laws of this corporation shall not be amended, revoked or otherwise modified without the approval of the City Council of the City of Chula Vista, expressed by written Resolution issued therefrom. ARTICLE Vlli MISCELLANEOUS Section 8,1 Fiscal Year. The fiscal year of this corporation shall end each year on June 30. ~ocfion 8.2 Corporate Seal. This corporation shall have aseal which shell be specified by resolution of the Board ol Directors. The seal shall be affixed to all corporate instruments, but failure to affix it shall not Idfect th~ validity of th~ instrument. Section 8.3 Execution of Checks, Except as otherwise provided by law, every check, draft, promissory note, money order, ot other evidence of indebtedness of the corporation shell be signed by such individuals as are authorized by the Board of Directors. Resolution No. 18027 Page 10 PASSED, APPROVED, and ADOPTED by the City Council of the City of Chula Vista, California, this 12th day of September, 1995, by the following vote: AYES: Councilmembers: Alevy, Moot, Rindone, Horton NAYES: Councilmembers: None ABSENT: Councilmembers: Padilia ABSTAIN: Councilmembers: None S~'~ee~ Horton, Mayor ATTEST: Beverly :~fAu~helet, City Clerk~ STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) ss. CITY OF CHULA VISTA ) I, Beverly A. Authelet, City Clerk of the City of Chula Vista, California, do hereby certify that the foregoing Resolution No. 18027 was duly passed, approved, and adopted by the City Council at a regular meeting of the Chula Vista City Council held on the 12th day of September, 1995. Executed this 12th day of September, 1995. Beverly ~.Authelet, City Clerk