HomeMy WebLinkAboutCVRC Reso 2006-003
CVRC RESOLUTION NO. 2006-003
RESOLUTION OF THE BOARD OF DIRECTORS
OF THE CHULA VISTA REDEVELOPMENT
CORPORATION APPROVING THE BYLAWS OF
THE CORPORATION
WHEREAS, this Corporation was created by acts of the Chula Vista City Council; and
WHEREAS, while the Chula Vista City Council has approved the Bylaws of the
Corporation, this Corporation has not yet adopted any Bylaws for the regulation of this
Corporation; and
WHEREAS, there has been presented to the Directors the form of Bylaws (attached to
this Resolution as Exhibit "I," and incorporated by this reference) for the regulation of the affairs
of this Corporation approved by the Chula Vista City Council; and
WHEREAS, it is deemed to be in the best interest of this Corporation that said Bylaws be
adopted by this Corporation as and for the Bylaws ofthis Corporation.
NOW, THEREFORE, BE IT RESOLVED that the Bylaws in the form presented to this
meeting are in all respects adopted and approved as the Bylaws of this Corporation until
amended or repealed in accordance with applicable law; and
BE IT FURTHER RESOLVED that the Secretary of this Corporation be, and hereby is,
authorized and directed to execute a certificate of adoption of said Bylaws and to place a copy
thereof, as so certified, in the minute book of this Corporation, and to see that a copy of said
Bylaws is kept at the principal office in California in accordance with Section 5160 of the
California Nonprofit Public Benefit Corporation Law.
CVRC Resolution No. 2006-003
Page 2
PASSED, APPROVED, and ADOPTED by the Chula Vista Redevelopment Corporation
ofthe City of Chula Vista, this 23rd day of February 2006, by the following vote:
AYES: Directors: Castaneda, McCann, Rindone, and Padilla
NAYS: Directors: None
ABSENT: Directors: None
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Stephen Cf-"'radilla, Chair
ATTEST:
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Dana M. Smith, Secretary
STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
CITY OF CHULA VISTA )
I, Dana M. Smith, Secretary of the Chula Vista Redevelopment Corporation of the City of Chula
Vista, California, do hereby certify that the foregoing CVRC Resolution No. 2006-003 was duly
passed, approved, and adopted by the Chula Vista Redevelopment Corporation at a regular
meeting of the Chula Vista Redevelopment Corporation held on the 23'd day of February 2006.
Executed this 23rd day of February 2006.
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Dana M. Smith, Secretary
EXHIBIT 1
BYLAWS
OF
cHULA VISTA REDEVELOPMENT CORPORATION
a California Nonprofit Public Benefit Corporation
OFFICIAL COpy
TABLE OF CONTENTS
Pa!!:e
ARTICLE I NAME ......................................................................................................1
ARTICLE IT OFFICES .................................................................................................1
Section 1. Principal Office .......................................................................................1
Section 2. Other Offices ...........................................................................................1
ARTICLE III PURPOSES AND OBJECTIVES.......................................................... 1
Section 1. Specific Purpose ......................................................................................1
Section 2. General Purposes ....................................................................................2
ARTICLE IV NONP ARTISAN AcTIVITIES.............................................................2
ARTICLE V DEDICATION OF ASSETS..................................................................2
ARTICLE VI MEMBERS..............................................................................................3
Section 1. Directors as Members .............................................................................3
Section 2. Meetings ...................................................................................................3
ARTICLE VII DIRECTORS...........................................................................................3
Section 1. Powers......................................................................................................3
Section 2. Number and Qualification of Directors. ...............................................3
Section 3. Designation and Term of Office of Independent Directors................. 4
Section 4. Directors' Meetings................................................................................. 5
Section 5. Compensation..........................................................................................6
ARTICLE VIII OFFICERS ..............................................................................................6
Section 1. Officers ..................................................................................................... 6
Sectio.n 2. Resignation of Officers ...........................................................................6
Section 3. Vacancies in Office..................................................................................7
Section 4. Chair of the Board .................................................................................. 7
Section 5. Chief Executive Officer ..........................................................................7
Section 6. Secretary .................................................................................................. 7
Section 7. Chief Financial Officer ........................................................................... 7
Section 8. General Counsel...................................................................................... 8
ARTICLE IX INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND AGENTS .............................................................8
Section 1. Right of Indemnity .................................................................................. 8
Section 2. Approval of Indemnity ........................................................................... 8
Section 3. Advancement of Expenses ...................................................................... 9
Section 4. Insurance ................................................................................................. 9
ARTICLE X RECORDS AND REPORTS .................................................................9
Section 1. Maintenance of Corporate Records ......................................................9
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Pa!!:e
Section 2. Inspection by Directors...........................................................................9
Section 3. Independent Audit and Annual Report................................................ 9
Section 4. Annual Statement of Certain Transactions and
Indemnifications....................................................................................10
ARTICLE XI COMPLIANCE WITH LA WS............................................................l1
Section 1. Application of Political Reform Act ....................................................11
Section 2. Application of Government Code Section 1090.................................11
Section 3. Compliance with Other Laws ..............................................................11
ARTICLE XII GENERAL CORPORATE MATTERS .............................................11
Section 1. Fiscal Y ear .............................................................................................11
Section 2. eYRe Budget........................................................................................11
Section 3. Redevelopment Agency. Priorities and Budget...................................12
Section 4. Investment Policy; Money Manager ...................................................12
Section S. Checks, Drafts, Evidence of Indebtedness ..........................................12
Section 6. Corporate Contracts and Instruments................................................ 12
Section 7. Construction and Definitions ...............................................................12
Section 8. Compliance With Public Records Act................................................. 12
ARTICLE XIII AMENDMENTS ...................................................................................12
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BYLAWS
OF
CHULA VISTA REDEVELOPMENT CORPORATION
a California Nonprofit Public Benefit Corporation
ARTICLE I
NAME
The name of this corporation shall be the CHULA VISTA REDEVELOPMENT
CORPORATION.
ARTICLE II
OFFICES
Section 1. Principal Office. The principal office for the transaction of the business
of the corporation ("principal executive office") is located at 245 Fourth Avenue, Chula Vista,
State of California. The directors may change the principal office from one location to another
in the City of Chula Vista. Any change of this location shall be noted by the secretary on these
Bylaws opposite this section, or this section may be amended to state the new location.
Section 2. Other Offices. The board of directors may at any time establish branch or
subordinate offices at any place or places in the City of ChuIa Vista where the corporation is
qualified to do business.
ARTICLE III
PURPOSES AND OBJECTIVES
Section 1. Specific Puroose. The specific and primary purpose of this corporation is
to carry out planning and redevelopment activities within such geographical area( s) of Chula
Vista as the Chula Vista City Council may designate from time to time by ordinance or
resolution, including:
(a) the conduct of delegable functions and responsibilities of the Planning
Commission and the Redevelopment Agency of the City of ChuIa Vista;
(b) the development of recommendations to the City Council and
Redevelopment Agency of the City of Chula Vista regarding non-delegable actions of
those governing bodies;
(c) the conduct of the functions and responsibilities of the Resource
Conservation Commission and the Design Review Committee of the City of Chula Vista;
and
(d) the development of recommendations regarding the strategic priorities to
be programmed by the Redevelopment Agency of the City of Chula Vista through its
annual budget.
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(e) This corporation is organized and shall be operated exclusively for
charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended (the "Code").
Section 2. General PUfDoses. The general purposes of this corporation are the
following:
(a) to receive, hold, and disburse gifts, bequests, devises, and other funds to
advance the specific and primary purpose of this corporation;
(b) to own, lease, and maintain suitable real and personal property which is
deemed necessary to accomplish the specific and primary purpose of this corporation;
and
(c) to enter into, make, and perform, and carry out contracts which are
deemed necessary to accomplish the specific and primary purpose of this corporation.
ARTICLE IV
NONPARTISAN ACTIVITIES
This corporation has been formed under the California Nonprofit Public Benefit
Corporation Law for the purposes described above, and it shall be nonprofit and nonpartisan. No
substantial part of the activities of this corporation shall consist of the publication or
dissemination of materials with the purpose of attempting to influence legislation, and this
corporation shall not participate or intervene in any political campaign on behalf of any
candidate for public office or for or against any cause or measure being submitted to the people
for a vote.
This corporation shall not, except to an insubstantial degree, engage in any activities or
exercise any powers that are not in furtherance of its purposes and objectives described above.
Notwithstanding the foregoing sentence, this corporation shall be subject to all applicable State
and Federal laws governing the conduct of local governmental entities, including but not limited
to the laws described in Article XI below.
ARTICLE V
DEDICATION OF ASSETS
The property of this corporation is irrevocably dedicated to charitable purposes and no
part of the net income or assets of this corporation shall ever inure to the benefit of any director,
officer, or member hereof or to the benefit of any private person. Upon the dissolution or
winding up of this corporation, its assets remaining after payment, or provision for payment, of
all of its debts and liabilities shall be distributed to the Redevelopment Agency of the City of
Chula Vista provided that it is then an organization described in Section 170( c)(1) of the Code or
the corresponding provision of any future United States internal revenue law; and if not, such
assets shall be distributed to a nonprofit fund, foundation or corporation designated by the board
of directors which is organized and operated exclusively for charitable, educational or scientific
purposes and which has established its tax exempt status under Section 501(c)(3) of the Code or
the corresponding provision of any future United States internal revenue law.
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ARTICLE VI
MEMBERS
Section 1. Directors as Members. This corporation shall have no members. Any
action which would otherwise require approval by a majority of all members or approval by the
members shall require only approval of the board of directors, as authorized by Section 5310 of
the California Nonprofit Corporation Law.
Section 2. Meetin!!:s. There shall be no meetings of members as such. The persons
constituting the board of directors may, at any given time and rrom time to time, act in their
capacity as members pursuant to Section 1 of this Article VI, at meetings of the board of
directors held as provided in Section 4 of Article VII of these Bylaws.
ARTICLE VII
DIRECTORS
Section 1. Powers.
(a) General Corporate Powers. Subject to the provisions of the California
Nonprofit Corporation Law and any limitations in the articles of incorporation and these
Bylaws, the business and affairs of this corporation shall be managed, and all corporate
powers shall be exercised, by or under the direction of the board of directors; provided,
however, that in order to preserve the nonprofit, exempt-rrom-income-tax status of this
corporation, neither the board nor any member thereof shall do any act, or authorize or
suffer the doing of any act by an officer or employee of this corporation, on behalf of the
corporation, which is inconsistent with the articles or these Bylaws or the nonprofit
purpose of this corporation. Any such act or acts shall be null and void.
(b) Specific Powers. Without prejudice to these general powers, and subject
to the same limitations, the directors shall have the power to:
(i) Change the principal office rrom one location to another in the
City of Chula Vista, California; and designate any place within Chula Vista,
California, for the holding of any meeting or meetings.
(ii) Adopt, make, and use a corporate seal; and alter the form of the
seal.
(iii) Subject to approval by a majority of the City-Directors, borrow
money and incur indebtedness on behalf of this corporation and cause to be
executed and delivered for this corporation's purposes and objectives, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations, and other evidences of debt and securities.
Section 2. Number and Oualification of Directors.
(a) Number of Directors: Increase. The number of directors shall be nine (9),
five (5) of whom shall be the duly elected or appointed and qualified members of the City
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Council of the City ofChula Vista ("City-Directors"). The City-Directors shall serve as
the initial board of directors until such time that the Chula Vista City Council designates
and appoints one or more Independent Directors pursuant to Section 3 of this Article VII.
The number of directors may be increased by resolution of the board of directors and
subject to the approval by the City Council of the City of Chula Vista.
Section 3. Desimation and Term of Office of IndeDendent Directors.
(a) All directors other than the City-Directors ("Independent Directors") shall
be designated and appointed by the City Council of the City of Chula Vista. Unless
removed by the Chula Vista City Council pursuant to Section 3(1) of this Article VII,
each Independent Director shall hold office until a successor has been appointed and
qualified.
(b) The Independent Directors shall be designated based on the following
criteria:
(i) One Independent Director shall be a member of the public with
expertise and experience in the field of either architecture or environmental
planning;
(ii) One Independent Director shall be a member of the public with
expertise and experience in the field of either real estate development or business;
(iii) One Independent Director shall be a community leader and/or a
member of the public with expertise and experience in the fields of either fmance
or education;
(iv) One Independent Director shall be a member of the public with
expertise and experience in the field of civil engineering, urban planning and/or
design, or science.
(c) The City Council of the City of Chula Vista shall initially designate
Independent Directors identified above in (b )(i) and (b )(ii) to serve an initial nominal
four-year term, and Independent Directors identified above in (b )(iii) and (b Xiv) to serve
an initial nominal two-year term, terminating on June 30th of the fourth and second year,
respectively. After the completion of the initial terms of office, each Independent
Director's term of office shall be four years.
(d) After the completion of the initial term of office, each Independent
Director may be re-appointed by the City Council of the City of Chula Vista. The
Independent Directors shall be limited to a maximum of two (2) consecutive terms and an
interval of two (2) years must pass before a person who has served two (2) consecutive
terms may be reappointed; provided, further, that for the purpose of this section an
appointment to fill an initial term or an unexpired term of less than two (2) years in
duration shall not be considered as a term; however, any appointment to fill an initial
term or an unexpired term in excess of two (2) yeas shall be considered to be a full term.
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(e) Events Causin!!: Vacancv on the Board. A vacancy or vacancies on the
board of directors shall be deemed to exist on the occurrence of any of the following: (i)
the death, resignation, or removal of any Independent Director, (ii) the declaration by
resolution of the board of directors of a vacancy of the office of Independent Director
who has been declared of unsound mind by an order of court or convicted of a felony or
has been found by final order or judgment of any court to have breached any duty under
Article 3 of Chapter 2 of the California Nonprofit Corporation Law, (iii) the vote of a
majority of the City Council of the City of Chula Vista to remove an Independent
Director with or without cause; (iv) the expiration of the term of an Independent Director
who is not re-appointed to a subsequent term of office, (v) the increase of the authorized
number of directors, or (vi) the failure of the City Council of the City of ChuIa Vista, at
any meeting of such City Council at which any Independent Director or Directors are to
be appointed, to appoint the number of Independent Directors to be appointed at such
meeting.
(t) Resignations and Removals. Except as provided in this paragraph, any
Independent Director may resign by giving written notice to the chair of the board, or to
the chief executive officer or the secretary of the board. The resignation shall be
effective when notice is given unless the notice specifies a later time for the resignation
to become effective. Independent Directors serve at the pleasure of the City Council of
the City ofChula Vista; and the City Council of the City ofChuIa Vista may, by majority
vote, at any time remove any Independent Director for any reason.
(g) Filling Vacancies. Vacancies in the office of Independent Director shall
be filled by the City Council of the City of Chula Vista. Unless removed pursuant to
Section 3(t) of this Article VII, each Independent Director so designated or elected shall
hold office until a successor has been elected and qualified.
(h) No Vacancv on Reduction of Number of Directors. Subject to any other
provisions of these bylaws, no reduction of the authorized number of directors shall have
the effect of removing any Independent Director before that Director's term of office
expires.
Section 4. Directors' Meetin!!s.
(a) Place of Meetings. Meetings of the board of directors may be held at any
place within the City of ChuIa Vista that has been designated from time to time by
resolution of the board or in the notice of the meeting. In the absence of such
designation, meetings shall be held at the principal office of this corPoration.
(b) Annual Meeting. The annual meeting of the board of directors shall be
held each year on a date and at a time designated by the board of directors. The date so
designated shall be within fifteen (15) months after the last annual meeting. At each
annual meeting directors subject to election shall be elected, officers shall be elected and
any other proper business may be transacted.
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(c) Other Re!!:Ular Meetings. Other regular meetings of the board of directors
may be held at such time and place as shall ftom time to time be fixed by the board of
directors.
(d) Special Meetings. Special meetings of the board of directors for any
purpose or purposes may be called at any time by the chair of the board, the chief
executive officer, or the secretary, or any two (2) directors. Notice of the time and place
of special meetings shall be given to each director in accordance with the Ralph M.
Brown Act, California Government Code Section 54950, et seq., ("Brown Act")
(e) Quorum. A majority of the authorized number of directors shall constitute
a quorum for the transaction of business. 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 regarded as the act of the board of directors, subject to the more stringent provisions of
these Bylaws, the articles of incorporation, and the California Nonprofit Corporation
Law, including, without limitation, those provisions in these Bylaws and the articles of
incorporation relating to (i) the investment and management of the funds of this
corporation, (ii) the veto power over expenditures vested in the City-Directors, and those
provisions of the California Nonprofit Corporation Law relating to a) approval of
contracts or transactions in which a director has a direct or indirect material financial
interest, b) appointment of committees, and c) indemnification of directors. A meeting at
which a quorum is initially present may continue to transact business, notwithstanding
the withdrawal of directors, if any action taken is approved by at least a majority of the
required quorum for that meeting.
(f) Adiournment. A majority of the directors present, whether or not
constituting a quorum, may adjoum any meeting to another time and place.
(g) Notice of Adiournment. Notice of the time and place of holding an
adjourned meeting shall be given in accordance with the Brown Act.
(h) Open Meeting Law Compliance. Notwithstanding any other provision of
these Bylaws, including but not linIited to this Section 4 and Section 5 of Article VII, the
corporation shall be subject to, and comply with, all of the provisions of the Brown Act;
and the board of directors shall be deemed to be a "legislative bodv" as defmed by the
Brown Act.
Section S. Compensation. Directors may receive such cOJ;npensation for their
services and reimbursement for costs and expenses incurred in service to the corporation, as may
be fixed or determined by resolution of the City Council of the City of Chula Vista, as may be
amended from time to time by the City Council.
ARTICLE VIII
OFFICERS
Section 1. Officers. The officers of this corporation shall be a chair of the board of
directors, a chief executive officer, a secretary, a chief fmancial officer, and a general counsel.
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Any number of offices may be held by the same person, except that neither the secretary nor the
chief financial officer may serve concurrently as the chair of the board.
Section 2. Resi!roation of Officers. Any officer may resign at any time by giving
written notice to the board of directors. Any resignation shall take effect at the date of the
receipt of that notice or at any later time specified in 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 3. Vacancies in Office. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause shall be filled only in the manner
prescribed in these Bylaws for regular appointment to that office.
Section 4. Chair of the Board. The chair of the board of directors shall be the
person serving as the duly elected or appointed and qualified mayor of the City of ChuIa Vista.
The chair shall preside at meetings of the board of directors and exercise and perform such other
powers and duties as may be from time to time assigned to him or her by the board of directors
or prescribed by the Bylaws.
Section 5. Chief Executive Officer. The chief executive officer shall be the duly
appointed or designated Executive Director of the Redevelopment Agency. The chief executive
officer shall, subject to the control of the board of directors, generally supervise, direct, and
control the business of the corporation, as set forth in these Bylaws. The chief executive officer
shall have such other powers and duties as may be prescribed by the board of directors or the
Bylaws.
Section 6. Secretarv. The secretary shall be the person appointed by the chief
executive officer. The secretary shall attend to the following:
(a) Book of Minutes. The secretary shall keep or cause to be kept, at the
principal office or such other place as the board of directors may direct, a book of
minutes of all meetings and actions of the board of directors, with the time and place of
holding, whether regular or special, and, if special, how authorized, the notice given, the
names of those present at such meetings, the number of directors present or represented at
directors' meetings, and the proceedings of such meetings.
(b) Notices. Agendas. Seal and Other Duties. The se9retary shall give, or
cause to be given, notice of all meetings of the board of directors required by the Bylaws
or by law to be given, including but not linIited to the agenda requirements of the Brown
Act. The secretary shall keep the seal of the corporation in safe custody. The secretary
shall have other powers and perform such other duties as may be prescribed by the board
of directors or the Bylaws.
Section 7. Chief Financial Officer. The chief financial officer shall be the person
serving as the duly appointed Director of Finance of the City of Chula Vista, or his or her
designee. The Chief Financial Officer shall attend to the following:
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(a) Books of Account. The chief financial officer shall keep and maintain, or
cause to be kept and maintained, adequate and correct books and records of accounts of
the properties and business transactions of this corporation. The chief financial officer
shall send or cause to be given to the directors such fmancial statements and reports as
are required to be given by law, by these Bylaws, or by the board. The books of account
shall be open to inspection by any director at all reasonable times.
(b) Corporate Budget and Audit. The Chief Financial Officer shall be
responsible for preparing and implementing the corporation's annual budget, and
reviewing the annual audit of the corporation's books and accounts.
(c) Deposit and Disbursement of Monev and Valuables. The chief financial
officer shall deposit and manage all money and other valuables in the name and to the
credit of this corporation with such depositories as may be designated by the board of
directors and the chieffmancial officer shall disburse the funds of this corporation as may
be ordered by the board of directors, in accordance with the provisions of these Bylaws.
The chief financial officer shall render to the chief executive officer and directors,
whenever they request it, an account of all transactions effected by the chief financial
officer and of the financial condition of this corporation. The chief financial officer shall
have such other powers and perform such other duties as may be prescribed by the board
of directors or the Bylaws.
(d) Bond. If required by the board of directors, the chief financial officer
shall give this corporation a bond in the amount and with the surety or sureties specified
by the board of directors for faithful performance of the duties of such office and for
restoration to this corporation of all its books, papers, vouchers, money, and other
property of every kind in the possession or under control of the chief financial officer on
such officer's death, resignation, retirement, or removal from office. The corporation
shall pay the costs of acquiring, and the annual premiums on, such bond.
Section 8. General Counsel. The general counsel to the corporation shall be the
person serving as the duly appointed or designated City Attorney of the City of Chula Vista, or
his or her designee. The General Counsel shall advise the corporation's board and officers,
oversee legal compliance of corporation activities, approve as to form all legal documents
approved or entered into by the corporation, and prepare all legal documents on behalf of the
corporation.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS. OFFICERS. EMPLOYEES:AND AGENTS
Section 1. Ri!!:ht of Indemnitv. To the fullest extent permitted by law, this
corporation shall indemnify any present or former director, officer, employee or other "agent" of
the corporation, as that term is defined in Section 5238 of the California Nonprofit Corporation
Law, against all expenses, judgments, fmes, settlements and other amounts actually and
reasonably incurred by them in connection with any "proceeding," as that term is used in that
Section, and including an action by or in the right of the corporation, by reason of the fact that
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the person is or was a person described in that section. "Expenses," as used in this bylaw, shall
have the same meaning as in Section 5238(a) of the California Corporations Code.
Section 2. Approval of Indemnitv. On written request to the board by any person
seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations
Code, the board shall promptly determine under Section 5238(e) of the California Corporations
Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c)
has been met and, if so, the board shall authorize indemnification. If the board cannot authorize
indemnification because the number of directors who are parties to the proceeding with respect
to which indemnification is sought prevents the formation of a quorum of directors who are not
parties to that proceeding, the board shall promptly call a meeting of members. At that meeting,
the members shall detennine under Section 5238(e) of the California Corporations Code whether
the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met
and, if so, the members present at the meeting in person or by proxy shall authorize
indemnification.
Section 3. Advancement of Expenses. To the fullest extent permitted by law and
except as otherwise determined by the board in a specific instance, expenses incurred by a person
seeking indemnification under Sections 5238(b) or 5238(c) of the California Corporations Code
in defending any proceeding covered by those Sections shall be advanced by the corporation
before final disposition of the proceeding, on receipt by the corporation of an undertaking by or
on behalf of that person that the advance will be repaid unless it is uItinIately determined that the
person is entitled to be indemnified by the corporation for those expenses.
Section 4. Insurance. The corporation shall have the right to purchase and maintain
. insurance to the full extent permitted by law on behalf of its officers, directors, employees, and
other agents, against any liability asserted against or incurred by any officer, director, employee,
or agent in such capacity or arising out of the officer's, director's, employee's, or agent's status
as such.
ARTICLE X
RECORDS AND REPORTS
Section 1. Maintenance of COl'Jlorate Records. The corporation shall keep:
(a) Adequate and correct books and records of account; and
(b) Written minutes of the proceedings of its board and committees of the
board.
Section 2. Inspection bv Directors. Every director shall have the absolute right at
any reasonable time to inspect the corporation's books, records, documents of every kind,
physical properties, and the records of each of its subsidiaries. The inspection may be made in
person or by the director's agent or attorney. The right of inspection includes the right to copy
and make extracts of documents.
Section 3. Independent Audit and Annual Report. The corporation shall cause an
independent annual financial audit and annual report to be sent to the directors for review, and be
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presented to the Chula Vista City Council, within six (6) months after the close of the
corporation's fiscal year. That audit and report shall contain the following information, in
appropriate detail, for the fiscal year:
(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.
(c) The revenue or receipts of the corporation, both unrestricted and restricted
to particular purposes.
(d) The expenses or disbursements of the corporation for both general and
restricted purposes.
(e) Any information required by Section 4 below.
The annual independent audit and annual report shall be accompanied by any report on it
of independent accountants.
Section 4. Annual Statement of Certain Transactions and Indemnifications. As
part of the annual report to all directors, or as a separate document if no annual report is issued,
the corporation shall annually prepare and furnish to each director a statement of any transaction
or indemnification of the following kind within one hundred twenty (120) days after the end of
the corporation's fiscal year:
(a) Any transaction (i) in which the corporation, its parent, or its subsidiary
was a party, (ii) in which an "interested person" had a direct or indirect material financial
interest, and (iii) which involved more than Fifty Thousand Dollars ($50,000.00), or was
one of a number of transactions with the same interested person involving, in the
aggregate, more than Fifty Thousand Dollars ($50,000.00). For this purpose, an
"interested person" is either of the following:
(i) Any director or officer of the corporation, its parent, or subsidiary
(but mere common directorship shall not be considered such an interest); or
(ii) Any holder of more than ten percent (10%) of the voting power of
the corporation, its parent, or its subsidiary. The statement shall include a brief
description of the transaction, the names of interested pe.rsons involved, their
relationship to the corporation, the nature of their interest in the transaction and, if
practicable, the amount of that interest, provided that if the transaction was with a
partnership in which the interested person is a partner, only the interest of the
partnership need be stated.
(b) Any indemnifications or advances aggregating more than Ten Thousand
Dollars ($10,000.00) paid during the fiscal year to any officer or director of the
corporation under Article IX of these Bylaws, unless that indemnification has already
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been approved by the directors under Section 5238(e) (2) of the California Corporations
Code.
ARTICLE XI
COMPLIANCE WITH LAWS
Section 1. Application of Political Reform Act. Notwithstanding any other
provision of these Bylaws, the corporation shall be subject to, and comply with, all of the
provisions of the Political Reform Act of 1976, Government Code Section 81000, et seq,
("PRA"), as amended from time to time. The corporation shall be deemed to be an "a!!:encv,"
and each director and officer shall be deemed to be a "designated employee," as defmed in the
PRA. Each director and officer shall be subject to the conflict of interest reporting and
disqualification requirements of the PRA. The board of directors shall adopt, periodically
review, and, if necessary, amend, a "conflict of interest code" as such term is defined in the PRA.
Section 2. Application of Government Code Section 1090. City-Directors shall be
subject to the provisions of California Government Code section 1090, et seq. ("Section 1090"),
as amended from time to time, and the corporation shall be deemed a "body" of which the City-
Director is a member. No Independent Director shall be financially interested in any contract
made by him or her in his or her official capacity as a director or by the corporation. Nor shall
any Independent Director be a purchaser at any sale or vendors at aiIy purchase made by him or
her in his or her official capacity as a director or made by the board of directors. The
prohibitions in this Section 2 shall be interpreted in the same manner as the prohibitions
contained in Section 1090.
Section 3. Compliance with Other Laws. This corporation and its officers shall be
subject to all applicable local, State and Federal laws, and all ordinances and resolutions of the
City of Chula Vista, including those governing the conduct of bodies, commissions and
committees of the City and members of such bodies, commissions and committees.
ARTICLE XII
GENERAL CORPORATE MATTERS
Section 1. Fiscal Year. The fiscal year of this corporation shall commence on July I
and conclude on the inImediately following June 30.
Section 2. CVRC Bud!!:et. Prior to the commencement of each fiscal year of this
corporation, the board of directors shall adopt a budget setting forth the estimated capital,
operating and other expenditures required in connection with, and estimated receipts from, the
activities of the corporation for such fiscal year; provided, however, that during its first fiscal.
year, the board of directors shall adopt a budget for that initial year within four months of the
first meeting of the board of directors. No budget shall become effective unless and until
approved by the City Council of the City of Chula Vista. No expenditure may be made or
obligation incurred which, when added to any other expenditure or obligation for the fiscal year
of the corporation, exceeds the budget for that fiscal year by more than $5,000.00 or any line
item specified in the budget by more than five percent (5%), without the prior approval of a
majority of the City-Directors.
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Section 3. Redevelopment A!!:encv Priorities and Bud!!:et. Prior to the
commencement of each fiscal year of the Redevelopment Agency, the board of directors shall
make recommendations to the Redevelopment Agency of the City of Chula Vista for its strategic
priorities, budget, and work plan.
Section 4. Investment Policv; Monev Mana!!:er. The board of directors shall adopt
and annually review and, if necessary, amend an investment policy for the corporation. Neither
the investment policy nor any amendment thereof shall be deemed adopted by the board of
directors unless a majority of the City-Directors approve such investment policy or amendment.
Section S. Checks. Drafts. Evidence of Indebtedness. All checks, drafts or other
orders for payment of money, notes or other evidences of indebtedness, issued in the name of or
payable to this corporation, shall be signed or endorsed by such person or persons and in such
manner as from time to time shall be determined by resolution of the board of directors. Such
resolution shall require the approval of the board of directors, including a majority of the City-
Directors.
Section 6. Corporate Contracts and Instruments. The board of directors,
including a majority of the City Directors, and except as otherwise provided in these Bylaws,
may authorize any officer or officers, agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of this corporation, and this authority may be general or
confined to specific instances; and, unless so authorized or ratified by the board of directors or
within the agency power of an officer, no officer, agent or employee shall have any power or
authority to bind this corporation by any contract or engagement or to pledge its credit or to
render it liable for any purpose or for any amount.
Section 7. Construction and Definitions. Unless the context requires otherwise, the
general provisions, rules of construction, and definitions in the California Nonprofit Corporation
Law shall govern the construction of these Bylaws. Without limiting the generality of the above,
the masculine gender includes the feminine and neuter, the singular number includes the plural,
the plural number includes the singular, and the term "person" includes both a legal entity and a
natural person.
Section 8. Compliance With Public Records Act. The Corporation shall comply
with and be subject to the provisions of the California Public Records Act, California
Government Code Section 6250 et. seq. The Corporation shall be deemed a "Local Agency" as
that term is used in the California Public Records Act, and as such, shall be subject to all
obligations and exemptions under the California Public Records Act.
ARTICLE XIII
AMENDMENTS
New Bylaws may be adopted or these Bylaws may be amended or repealed by a majority
vote of the board of directors, including a majority of the City Directors.
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CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting Secretary of:
CHULA VISTA REDEVELOPMENT CORPORATION
a California Nonprofit Public Benefit Corporation
2. That the foregoing Bylaws, comprising thirteen (13) pages, constitute the Bylaws
of said corporation as duly adopted at a meeting of the Board of Directors of the Corporation
held on
IN WITNESS WHEREOF, I have hereunto subscribed my name this _ day of
,2005.
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