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HomeMy WebLinkAboutRDA Reso 2005-1911 RDA RESOLUTION NO. 2005-1911 (CITY COUNCIL RESOLUTION NO. 2005-175) A JOINT RESOLUTION OF THE CITY COUNCIL AND REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING AND ADOPTING LEGAL AND OPERATING DOCUMENTS FOR THE FORMATION OF A NONPROFIT PUBLIC BENEFIT CHULA VISTA REDEVELOPMENT CORPORATION WHEREAS, on February 3, 2004, the City Council and Redevelopment Agency directed staff and consultants to prepare an analysis and discussion paper on the creation of a non-profit corporation to assist the City in planning and redevelopment activities; and WHEREAS, two facilitated workshops were held on the formation of such a non-profit corporation; and WHEREAS, a report evaluating four corporate structural alternatives was prepared and presented to the City Council and Redevelopment Agency; and WHEREAS, on November 23, 2004, based upon a staff report presented to the City Council which built upon the conclusions and recommendations from the workshops, the City Council and Redevelopment Agency adopted a resolution: (i) authorizing the formation of a non- profit public benefit corporation for the purposes of conducting redevelopment and planning activities, (ii) directing staff to prepare the necessary legal documents for the formation of such a corporation, and (iii) appropriating an interim operating budget and compensation schedule for the corporation and its board of directors; and WHEREAS, staff has prepared the necessary legal documents for the formation of the corporation for consideration by the City Council for approval and adoption, including Articles of Incorporation, Bylaws, and an Operating Agreement. NOW, THEREFORE, BE IT RESOLVED that the City Council and the Redevelopment Agency of the City ofChula Vista do hereby: 1. Approve the Articles of Incorporation for the Chula Vista Redevelopment Corporation, attached hereto and incorporated by this reference (Exhibit 1); and 2. Direct staff to file the Articles of Incorporation with the Secretary of State, execute and complete all necessary legal filings for the incorporation of the Chula Vista Redevelopment Corporation as a nonprofit public benefit corporation in accordance with California law and Section 501(c)(3) of the Internal Revenue Code, and make applications for federal and state tax- exempt status for the Chula Vista Redevelopment Corporation; and 3. Approve and adopt Bylaws of the Chula Vista Redevelopment Corporation, attached hereto and incorporated by this reference (Exhibit 2); and RDA Resolution No. 2005-1911 Page 2 4. Execute and enter into the Chula Vista Redevelopment Corporation Operating Agreement, attached hereto and incorporated by this reference (Exhibit 3), and forward said Agreement to the Mayor for final signature and execution. Presented by Approved as to form by adigan ity Development Director (A ~i~ Ann Moore City Attorney and Agency Counsel RDA Resolution No. 2005-1911 Page 3 PASSED, APPROVED, and ADOPTED by the City Council and the Redevelopment Agency of the City of Chula Vista, California, this 24th day of May, 2005, by the following vote: AYES: Agency/Councilmembers: Castaneda, Davis, McCann, Rindone, and Padilla NAYS: Agency/Councilmembers: None ABSENT: Agency/Councilmembers: None AJ-J cfJa4iL /' Stephen C. Padilla, Mayor/Chair ATTEST: STATE OF CALIFORNIA COUNTY OF SAN DIEGO CITY OF CHULA VISTA ) ) ) I, Laurie Madigan, Secretary of the Redevelopment Agency of the Chula Vista, California, do hereby certify that the foregoing City Council Resolution No. 2005-175/Redevelopment Agency Resolution No. 1911 was duly passed, approved, and adopted by the City Council and Redevelopment Agency at a regular meeting held on the 24th day of May, 2005. Executed this 24th day of May, 2005. RDA Resolution No. 2005-1911 Page 4 EXHIBIT 1 ARTICLES OF INCORPORATION OF CHULA VISTA REDEVELOPMENT CORPORATION 1. The name of this corporation is the CHULA VISTA REDEVELOPMENT CORPORATION. II. A. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes. B. 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. This corporation is organized and shall be operated exclusively for charitable purposes within the meaning of Section 501(c)(3) ofthe Internal Revenue Code of 1986, as amended (the "Code"). C. All of this corporation's income will be used to carry out the purposes and functions of the corporation. III. If the City Council of the City of Chula Vista ever determines that the corporation shall not carry out any planning or redevelopment activities within any area of the City of Chula Vista, this corporation shall thereupon be dissolved. RDA Resolution No. 2005-1911 Page 5 IV. This corporation's Board of Directors shall have nine (9) directors, five (5) of whom shall be the persons serving as the dilly elected or appointed and qualified members of the City Council ofthe City ofChula (hereinafter referred to as "City-Directors"). V. The name and address in the State of California of this corporation's initial agent for service of process is: Ann Moore City Attorney, City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 VI. A. Notwithstanding any provision contained In these Articles or in any other governing instrument of this corporation, this corporation shall not carryon any activities not permitted to be carried On (a) by a corporation exempt from federal income tax under Section 501(c)(3) ofthe Code or the corresponding provision of any future United States internal revenue law, or (b) by a corporation to which contributions are deductible under Section 170( c )(2) of the Code or the corresponding provision of any future United States internal revenue law. B. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office. RDA Resolution No. 2005-1911 Page 6 C. Notwithstanding any prOVISIOn contained in these Articles or in any other governing instrument of this corporation, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation. VII. The property of this corporation is irrevocably dedicated to charitable purposes and no part ofthe net income or assets ofthis 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 1 70( 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 of this corporation 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. VIII. These Articles may not be amended without the prior written consent of a majority of the City-Directors then in office. RDA Resolution No. 2005-1911 Page 7 Dated: ,2005 , Incorporator The undersigned hereby declares that he/she is the person who executed the foregoing Articles of Incorporation, which execution is his/her act and deed. RDA Resolution No. 2005-1911 Page 8 BYLA WS OF CHULA VISTA REDEVELOPMENT CORPORATION a California Nonprofit Public Benefit Corporation EXHIBIT 2 RDA Resolution No. 2005-1911 Page 9 ARTICLE I ARTICLE II Section 1. Section 2. ARTICLE III Section 1. Section 2. ARTICLE IV ARTICLE V ARTICLE VI Section 1. Section 2. ARTICLE VII Section 1. Section 2. Section 3. Section 4. Section 5. ARTICLE VIII Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Section 8. ARTICLE IX Section 1. Section 2. Section 3. Section 4. ARTICLE X Section 1. TABLE OF CONTENTS Pae:e NAME.... ..... ....................................... ................. .... .................. ... ....................1 OFFICES,.. ....................... ....... ............ ....... ......................................... ............1 Principal Office................. .......................... .......................................... .........1 Other Offices..................... ............................ .................... ..... ........................1 PURPOSES AND OBJECTIVES.............. .................................................1 Specific Purpose,............................................................................................1 General Purposes,... ....................... ................ ................................................2 NO NP ARTISAN ACTIVITIES.. ................. .............................................. ,2 D ED I CA TI 0 N OF ASSETS.......... ................ ........ ..................................... ,2 MEMBERS.... ......... ...................................................................... ................. ,3 Directo rs as Mem b ers...................................................................................3 Meetings..... ........ ..................................................................................... ..... ...3 DIRECTORS.... .............. ............................... ................................ .... ............,3 Powers................................... ..........................................................................3 Number and Qualification of Directors.....................................................3 Designation and Term of Office of Independent Directors....................4 Directo rs' Meetings............ ........ .............................. .....................................5 Compensation ......... ............. ......... .............................. ...................................6 o FFI CERS,...................................... .............................. ......................... .... ... ,6 Officers............................................................................................................ 6 Resignation of Officers................... ................................ ......... .....................6 Vacancies in Office......... ........ ........... ................ ........................... ................. 7 Chair of the Board......... ......... ............. ........................................... .............. 7 Chief Executive Officer... ........................ ........................................ ............. 7 Secretary.. .......................... ......................... ......................................... ........... 7 Chief Financial Officer.... ........................... ........................................ ..... ..... 7 Gen eral Counsel................................................. ...........................................8 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS,..................................................................8 Right of Indemnity......................... ................ .......... .....................................8 Approval of Indemnity................... ............... .......... ..................................... 8 Advancement of Expenses,...........................................................................9 Insuran ce........................................................................................................9 RECO RDS AND REPORTS....... ................ ............................................... ,9 Maintenance of Corporate Records ............ ...............................................9 RDA Resolution No. 2005-1911 Page 10 Section 2. Section 3. Section 4. ARTICLE XI Section 1. Section 2. Section 3. ARTICLE XII Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Section 8. ARTICLE XIII TABLE OF CONTENTS Pae:e Inspection by Directors..... ............. ................. ..................... ....... .................9 Independent Audit and Annual Report.....................................................9 Annual Statement of Certain Transactions and Indemnifications........ .......... ......... .... ........ ....... ........ .............. ........................10 COMPLIANCE WITH LAWS..... ............... ............ .......... ................. ........11 Application of Political Reform Act...........................................................11 Application of Government Code Section 1090........................................11 Compliance with Other Laws.......... .............................. ................. .............11 GENERAL CORPORATE MA TTERS.....................................................11 Fiscal year...... ......... ......... .......... .......... ................. ............ .................. .......... .11 CVRC Budget................................................................................................11 Redevelopment Agency Priorities and Budget.........................................12 Investment Policy; Money Manager ................. ..................... ........... ........ .12 Checks, Drafts, Evidence of Indebtedness................................................. 12 Corporate Contracts and Instruments ............ ........................... ...............12 Construction and Definitions,..... ........ ................. ....... ...... .................. ...... ...12 Compliance With Public Records Act.......................................................12 AMENDMENTS............................................................................................12 RDA Resolution No. 2005-1911 Page II EXHIBIT 3 BYLA WS 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 CORPORA TION. 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 Chula Vista where the corporation is qualified to do business. ARTICLE III PURPOSES AND OBJECTIVES Section 1. Specific Purpose. 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 Chula 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. RDA Resolution No. 2005-1911 Page 12 (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. following: General Purposes. The general purposes of this corporation are the (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) ofthe 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. RDA Resolution No. 2005-1911 Page 13 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. Meetine:s. There shall be no meetings of members as such. The persons constituting the board of directors may, at any given time and from 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-from-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 from 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 Qualification 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 RDA Resolution No. 2005-1911 Page 14 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 ofChula Vista. Section 3. Desi2nation and Term of Office of Independent 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(t) of this Article VII, each Independent Director shall hold office until a successor has been appointed and qualified. (b) criteria: The Independent Directors shall be designated based on the following (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 finance 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 )(iv) 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. RDA Resolution No. 2005-1911 Page 15 ( e) Events Causing Vacancy 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 Chula 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. (f) 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 ofChula 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(f) of this Article VII, each Independent Director so designated or elected shall hold office until a successor has been elected and qualified. (h) No Vacancy 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' Meetin2s. (a) Place of Meetings. Meetings of the board of directors may be held at any place within the City of Chula 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. RDA Resolution No. 2005-1911 Page 16 (c) Other Regular Meetings. Other regular meetings of the board of directors may be held at such time and place as shall from 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 ofthe 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 adjourn 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 limited 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 body" as defined by the Brown Act. Section 5. Compensation. Directors may receive such compensation 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 financial officer, and a general counsel. RDA Resolution No. 2005-1911 Page 17 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. Resi2nation 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 Chula 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. Secretary. 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 secretary 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 limited 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: RDA Resolution No. 2005-1911 Page 18 (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 financial 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 Money 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 chief financial 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. Rh.!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, fines, 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 RDA Resolution No. 2005-1911 Page 19 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 determine under Section 5238(e) ofthe 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 ultimately 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 Corporate Records. The corporation shall keep: Adequate and correct books and records of account; and (a) (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 RDA Resolution No. 2005-1911 Page 20 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 persons 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 RDA Resolution No. 2005-1911 Page 21 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 "agency," and each director and officer shall be deemed to be a "designated employee," as defined 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 any 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 1 and conclude on the immediately following June 30. Section 2. CVRe Bud1!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. RDA Resolution No. 2005-1911 Page 22 Section 3. Redevelopment Aeency Priorities and Budeet. 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 Policy: Money Manaeer. 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 5. 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. RDA Resolution No. 2005-1911 Page 23 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. RDA Resolution No. 2005-1911 Page 24 CHULA VISTA REDEVELOPMENT CORPORATION OPERA TING AGREEMENT This Operating Agreement ("Agreement"), dated , 2005, is entered into by and between the CITY OF CHULA VISTA, a charter municipal corporation of the State of California ("City"), the REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA, a redevelopment agency formed and operating under Health and Safety Code S 33000, et seq. ("Agency"), and the CHULA VISTA REDEVELOPMENT CORPORATION, a California nonprofit public benefit corporation ("Corporation"). RECITALS (A) On , 2005, the City Council of the City authorized the creation of the Corporation, and adopted City Ordinance No. , establishing the Corporation to support the planning and redevelopment activities of the City and the Agency within designated areas of Chula Vista; (B) The City, Agency and Corporation jointly agree that the Corporation's planning and support functions on behalf of the City and Agency presently can most efficiently and effectively be provided through existing employees of the City and Agency, rather than by the Corporation hiring its own employee force; and (C) The City, Agency and Corporation jointly desire to enter into this Agreement to formalize the functions and activities to be provided by the Corporation to the City and the Agency, and to document the Corporation's use of City and Agency resources to accomplish those functions. NOW, THEREFORE, in reliance upon the facts recited above, and the covenants, conditions and premises contained herein, the parties hereto agree as follows: 1. Corporation Functions on Behalf of City and Agency. The Corporation shall perform planning and redevelopment support functions on behalf of and for the City and the Agency within those areas of Chula Vista designated by resolution of the Chula Vista City Council, and in accordance with the bylaws approved by the City (as such bylaws made from time to time be amended by the Corporation) and Chapter 2.55 of Title II of the Chula Vista Municipal Code. In performing such planning and redevelopment support functions, the Corporation shall comply with all applicable provisions of the Chula Vista Municipal Code. 2. City Support to Corporation. In consideration for the Corporation's services as set forth in Paragraph 1, and at the request of the Corporation, the City shall endeavor to provide sufficient support (by way of staff employees, services and supplies, and funding) to allow the Corporation to carry out its functions and activities. Those City staff assigned by the City Manager to support the Corporation shall report and be accountable to the Chief Executive Officer of the Corporation. RDA Resolution No. 2005-1911 Page 25 3. Agency Support to Corporation. In consideration for the Corporation's services as set forth in Paragraph 1, and at the request of the Corporation, the Agency shall endeavor to provide sufficient support (by way of staff employees, services and supplies, and funding) to allow the Corporation to carry out its functions and activities. Those Agency staff assigned by the City Manager to support the Corporation shall report and be accountable to the Chief Executive Officer of the Corporation. 4. Defense and Indemnification of Corporation. By this Agreement, the City and Agency each agree to defend, indemnify and hold harmless the Corporation, together with its directors, officers, employees, agents and representatives ("Corporation-Related Parties"), from any and all actions, suits, claims, demands, judgments, attorneys' fees, costs, damages to persons or property, losses, obligations, expenses or liabilities that may be asserted or claimed by any person or entity arising out of the acts or omissions of the Corporation or any Corporation- Related Party that are within the scope of the Corporation's activities as described in this Agreement and Chapter 2.55 of the Chula Vista Municipal Code. 5. Resolution of Disputes with City. In the event of any conflict or dispute between the City and the Corporation or the Agency with respect to the interpretation of this Agreement, or the functions or activities of the Corporation or the Agency as they relate to the City, such dispute shall be submitted to the Chula Vista City Council for its binding and final determination. 6. Resolution of Disputes with Agency. In the event of any conflict or dispute between the Agency and the Corporation with respect to the interpretation of this Agreement, or the functions or activities of the Corporation as they relate to the Agency, such dispute shall be submitted to the governing board of the Agency for its binding and final determination. 7. Discrimination Prohibited. In connection with its functions and activities on behalf of the City and the Agency, the Corporation shall not discriminate against any person on account of race, color, creed, religion, sex, marital status, national origin or ancestry. Further, the Corporation agrees to comply with the terms of the Americans With Disabilities Act of 1990, 42 USC S 12101, et seq., as the same may be amended from time to time. 8. Waiver of Breach. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing. 9. Construction and Amendment. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against any party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The headings of sections of this Agreement are for convenience or reference only, and shall not be construed to limit or extend the meaning of the terms, covenants and conditions of this Agreement. This Agreement may only be amended by the mutual consent of the parties hereto by an instrument in writing. RDA Resolution No. 2005-1911 Page 26 10. Entire Agreement. This Agreement represents the final and complete Agreement of the City, Agency and Corporation with respect to all matters covered by this Agreement, and supersedes any prior oral or written understandings regarding the same. 11. Assignment. This Agreement may not be assigned without the prior written approval of all of the parties hereto, which approval may be withheld in the sole and absolute discretion of any party. Subject to the foregoing sentence, this Agreement, and the rights and obligations herein, shall inure to the benefit of, and be binding upon, each of the parties and their respective approved successors and assigns. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first written above. CITY OF CHULA VISTA By Mayor Attest: City Clerk Approved As To Form: City Attorney REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA By Chairman Attest: Agency Clerk CHULA VISTA REDEVELOPMENT CORPORATION By Chairman By Secretary