HomeMy WebLinkAbout2007/02/08 CVRC Agenda Packet
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REGULAR MEETING OF THE
CHULA VISTA REDEVElOPMENT CORPORATION (CVRe)
Thursday, February 8, 2007, 6:00 p.m.
COUNCIL CHAMBERS
276 FOURTH AVENUE
CHULA VISTA, CA 91910
CALL TO ORDER
CVRC ROLL CALL
Directors Castaneda, Desrochers, Lewis, McCann, Paul,
Ramirez, Rindone, Rooney and Chair Cox
PLEDGE OF ALLEGIANCE, MOMENT OF SILENCE
1. WRITTEN COMMUNICATIONS
a.
Memorandum from jerry Rindone requesting an
excused absence from the CVRC meeting of
january 11, 2007.
b.
Memorandum from Christopher Rooney requesting
an excused absence from the CVRC meeting of
january 25, 2007
c. Memorandum from Chris Lewis requesting an
excused absence from the CVRC meeting of
February 8,2007.
Staff recommendation:
absences.
That the CVRC excuse the
PUBLIC COMMENTS
Persons speaking during Public Comments may address the CVRC on any subject
matter within the CVRC's jurisdiction that is not listed as an item on the agenda.
State law generally prohibits the CVRC from taking action on any issue not
included on the agenda, but, if appropriate, the CVRC may schedule the topic for
future discussion or refer the matter to staff. Comments are limited to three
minutes.
ACTION ITEMS
2. PROPOSED REFERRAL FROM THE CHULA VISTA CITY COUNCIL REGARDING CVRC
BOARD OF DIRECTORS MEMBERSHIP ISSUES
At the February 6, 2007, Council meeting the Council CVRC subcommittee made an oral
report to the Council. The subcommittee recommended the Council refer to the CVRC for
discussion the possibility of removing all City Directors (City Council members) from the
CVRC Board of Directors. The subcommittee also requested that the Council refer to the
CVRC for discussion the future composition of the Board of Directors and to review
appointing criteria. After a brief discussion, the Council referred the matter to the CVRC
for discussion at its February 8, 2007 meeting.
Before the CVRC this evening are redline drafts of the original organizing documents that
require amendment in order to implement the removal of the City Directors (City Council
members). The redline draft does not change the current number of directors or
membership criteria.
3. CHIEF EXECUTIVE OFFICER'S REPORTS
4. CHAIR'S REPORTS
5. DIRECTORS' COMMENTS
ADJOURNMENT
The Chula Vista Redevelopment Corporation will adjourn their regularly scheduled meeting on
February 22, 2007, at 6:00 p.m.
In compliance with the
AMERICANS WITH DISABILITIES ACT
The Chula Vista Redevelopment Corporation requests individuals who require special accommodations to access, attend, and/or
participate in a eVRe meeting, activity, or service request such accommodation at least forty-eight hours in advance for meetings
and five days for scheduled services and activities. Please contact the Community Development Department for specific
information at (619) 691-5047, or Telecommunications Devices for the Deaf (TOO) at (619) 585-5655. California Relay Service is
also available for the hearing impaired.
RECEIVED
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CI1Y OF
CHUlA VISTA
Mayor and City Council 7
CilyOfChulaVisla JAN 22 A9 :39
276 Fourth Avenue
Chula Vista, Ca 91910
619.691.5044-619.476.5379C1H OF CHULA Vi~".,
GlfV OLERK'S IITH:f
MEMO
Saturday, January 20, 2007
FROM:
Mayor and City Council
DeputyMaYOrRin~~e~
Request for Excused~nce on Thursday, January 11, 2007
TO:
RE:
I am requesting that my absence from the Chula Vista Redevelopment
Corporation meeting, held on Thursday, January 11, 2007, be excused because I was out
of town conducting school business.
Thank you for your consideration of this request.
jr:sh
Memorandum
February 1. 2007
To: eYRe Chairmen
eVRC Directors
Re: Absencc at eVRe meeting of Januarv 25, 2007
This memo is (0 infoffi1 you of my absence of our January 25, :!007 eYRC meeting,
I am requesling thaI my absence from lhe Chula Vista Redevelopme11l Corporation
meeting held Thursda", Januarv 25'" bc excused, I had a conflicting mceting in Las
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Vegas that day and was unable 10 get back to San Diego in lime for the 6:00pm meeting.
Sincere,', l~/ 1 f," ) "I ,,", /' I
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Chris Roonc!-'
FEB-06-0T 08'44AM FROM-
1-860 P.OOI/OOI F-T08
February 5. 2007
~ Chairman, Chula Vista Redevelopment Corporation
~Fr: Chris Lewis. Member, Chula Vista Redevelopment Corporation
Subj: February 8'" meeting of the Board of Directors of the Chula Vista Redevelopment
Corporation.
Dear Madam Chair.
In as much as I will be out of town on a short vacation, 1 will not be in attendance at the
subject meeting. Please excuse me from the meeting. Thank you.
ARTICLES OF INCORPORATION
OF
CHULA VISTA REDEVELOPMENT CORPORATION
I.
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) of the 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.
I
IV.
This corporation's Board of Directors shall have nine (9) directors, five (5),-B.f
whom sllall be tile persons serving as tile dilly elected or appointed and qualified
members of the City COIIHcil of tile City of Chula (Ilereinafter referred to as "City
Directors")none of whom shall be persons serving as the dulv elected or appointed
members of the City Council of the City of Chula Vista. The number of directors may be
increased by resolution of the board of directors and subiect to the approval of the City
Council of the City ofChula Vista.,
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 ofChula 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 carry on any activities
not permitted to be carried on (a) by a corporation exempt from federal income tax under
Section 50 I (c )(3) of the Code or the corresponding provision of any future United States
internal revenue law, or (b) by a corporation to which contributions are deductible under
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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
carrymg 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.
C. Notwithstanding any provision contained in these Articles or in any other
governmg 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 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 ofChula 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 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
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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 pnor written consent of a
majority of the City Directors then in officemembers of the Chula Vista Citv Council.
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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.
J:Attomey/EhuIl/CYRC ReorglArticles of Incorportion 2 0107
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BYLAWS
OF
CHULA VISTA REDEVELOPMENT CORPORATION
a California Nonprofit Public Benefit Corporation
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
Pal!e
NAME..............................................................................................................1
OFFICES,......................................................................................................,,1
Principal Office....................................... .......................................................1
Other Offices....... ....................................... ....................................................1
PURPOSES AND OBJECTIVES..............................................................1
Specific Purpose,..................... ................................................... ....................1
General Purposes,..........................................................................................2
NONPARTISAN ACTIVITIES
2
DEDICATION OF ASSETS.......................................................................2
MEMBERS.....................................................................................................3
Directors as Members...................................................................................3
Meetings..........................................................................................................3
DIRECTORS..................................................................................................3
Powers.............................................................................................................3
Number and Qualification of Directors.....................................................3
Designation and Term of Office of Independent Directors....................4
Directors' Meetings.......................................................................................5
Compensation................................................................................................6
OFFICERS.....................................................................................................,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
General Counsel............................................................................................8
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND AGENTS...................................................................8
Right of Indemnity........................................................................................8
Approval of Indemnity.................................................................................8
Advancement of Expenses,...........................................................................9
Insurance ........................................................................................................9
RECORDS AND REPORTS ......................................................................9
Maintenance of Corporate Records ...........................................................9
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
Pal!e
Inspection by Directors........................................... ......................................9
Independent Audit and Annual Report.....................................................9
Annual Statement of Certain Transactions and
Indemnifications............................................................................................10
COMPLIANCE WITH LA WS....................................................................ll
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
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 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 ofChula 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 ofChula 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.
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) 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. Meetines. 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 I 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 Comorate 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 maJonty of the City DireetorsCity
Council of the Citv of Chula Vista, 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.
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Section 2.
Number and Qualification of Directors.
(a) Nwnber of Directors: Increase. The number of directors shall be nine (9),
five (5)none-ofwhom shall be the duly elected or appointed and qualified members of the
City Council of the City of Chula Vista ("City Direetors"). TIle City Direetors shall
serve as the initial Board of directors until sHeh time that the Chula Vista City Council
designates and aJ3points one or more Independent Directors pursuant to Section 3 of this
i\rticle VII. The nwnber 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.
Desil!:nation and Term of Office of Independent Directors.
(a) All directors other than the City Directors ("Indellendeflt 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
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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.
(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 Independem Director, (ii) the declaration by
resolution of the board of directors of a vacancy of the office of Independem 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 Independem 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 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(t) of this Article VII, each Independem 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
expues.
Section 4.
Directors' Meetinl!s.
(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
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annual meeting directors subject to election shall be elected, officers shall be elected and
any other proper business may be transacted.
(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 ofthe 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, and (ii) the vcto power oyer ellpellditurcs vested ill 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 maJonty 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) Qpen 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.
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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.
Any number of offices may be held by the same person, except that neither the secretary nor the
chief financial ofiicer may serve concurrently as the chair of the board.
Section 2. Resil!nation of Officers. Any ofiicer 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 ofiice 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 elected bv the board of directors. At the first regular meeting of the board of directors
following Julv 1 st of everv vear, or as soon as practical thereafter. the board shall elect a chair
and a vice-chair from its members. The chair and vice-chair thus selected shall serve for a period
of one vear. serying as the dHly eleeted or apjlointed and qHalified mayor of tRe City of CRHla
-\45ta. 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. In the absence of the chair. the vice-chair shall serve as
the presiding ofiicer.
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 ofiicer
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
10
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:
(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 ofthe 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.
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ARTICLE IX
INDEMNIFICATION OF DIRECTORS. OFFICERS. EMPLOYEES. AND AGENTS
Section 1. Ril!: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
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 indenmification 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) 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 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.
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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
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, ofthe 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
13
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
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 "agencv,"
and each director and officer shall be deemed to be a "designated emplovee," 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 GovemmeRt CC)(le section 1090, ct scq. ("SectioR 1090"),
as ameRded from time to time, aad the corporatioR sllalllJe deemed a "~" of which tile City
Director is a member. No IRdepeRdeRt 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 IRdependent 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 Government Code Section 1090,. et seq.
Section 3. Compliance with Other Laws. This corporation and its otlicers 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 ofthis corporation shall commence on July I
and conclude on the immediately following June 30.
Section 2. CYRC Budl!: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
14
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 DirectorsCitv Council of the Citv ofChula Vista.
Section 3. RedeveloDment Ae:ency Priorities and Bude: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; Money Manae: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 majElrity Elf tile City Directors the Citv Council of the Citv of Chula Vista
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 direetElrs, including a majElrity of tile City
Directors.Citv Council of the Citv ofChula Vista.
Section 6. Cornorate Contracts and Instruments. The board of directors,
including a majority of the City Directorssubiect to the approval of the Citv Council of the City
of Chula Visti!, 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
onicer, 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. ComDliance 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 Agencv" 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.
15
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, iReludiRg a majority of tHe City Direetorssubiect to ratification bv
the City Council of the City ofChula Vista.
J:Attomey/Ehull/CVRC Reorg IBy Laws 20107
16
Chapter 2.55 Chula Vista Redevelopment Corporation
2.55.010
Creation Authorized.
The creation and formation of the Chula Vista Redevelopment Corporation is hereby
authorized.
2.55.020
Purpose and Intent.
It is the purpose and intent of the city council in establishing the Chula Vista
Redevelopment Corporation to create a separate entity to serve as a resource to, and to advise
and make recommendations to, the city council and redevelopment agency regarding planning
and redevelopment of designated territories and areas of the city. The corporation shall assume
certain powers and responsibilities with respect to planning and redevelopment that were
previously delegated or assigned to the Chula Vista Redevelopment Agency and the planning
and resource conservation commissions, and the design review committee, of the city.
2.55.030
Territory Subject to Corporation Activities.
The corporation shall exercise its powers and functions over such territories or
geographic areas of the city as the city council may from time to time designate by resolution or
ordinance.
2.55.040
Functions and Duties.
The specific functions and duties of the corporation shall be as set forth in Sections
2.55.050 through 2.55.080, and in the corporation's bylaws approved by the city council, as such
bylaws may from time to time be amended in accordance with its procedures.
2.55.050
Previous Planning Commission Functions.
A. Legislative Activities. In addition to the exercise by the planning commission of
advisory powers and functions with respect to legislative actions within its subject matter
jurisdiction, the corporation shall review and make recommendations to the city council on all
legislative planning items to the extent that the items relate to those geographic areas of the city
that the city council designates as areas within which the corporation has the authority to
exercise planning and redevelopment functions and within the Urban Core Specific Plan Area.
These advisory powers and functions of the corporation shall be in addition to, and not in lieu of,
the advisory powers and functions of the planning commission with respect to legislative
planning matters.
B. Administrative Activities. The corporation shall assume the functions of the
planning commission with respect to administrative and quasi-judicial items that relate to lands
or uses within the geographic areas of the City that the city council designates as areas within
which the corporation has the authority to exercise planning and redevelopment functions. Any
Ordinance No.
Page 2
action by the corporation under this paragraph shall be subject to appeal to the city council
pursuant to Chapter 19.12 or Chapter 19.14, as applicable, of the Municipal Code.
2.55.060
Previous Redevelopment Agency Functions.
Notwithstanding any provisions of Chapter 2.24, the corporation shall have responsibility
as follows:
A. Recommendations. With respect to consideration of owner participation
agreements, disposition and development agreements, and other approvals and agreements
requiring expenditure of funds (other than solely the funds of the corporation), regulations, and
other legislative functions or activities (such as eminent domain, issuance of bonds, and other
financial transactions not involving solely the funds of the corporation) relating to lands or uses
within those geographic areas of the City that the city council designates as areas within which
the corporation has the authority to exercise planning and redevelopment functions, the
corporation shall transmit a recommendation on such matters to the redevelopment agency, or to
the city council, as applicable.
B. Approvals. Notwithstanding the provIsions of 2.55.060(A), with respect to
consideration of exclusive negotiating agreements, replacement housing plans, and other
approvals and agreements requiring expenditure of only the funds of the corporation, the
corporation shall act on such items in accordance with the applicable provisions of the bylaws.
In addition, the corporation shall assume the functions of the redevelopment agency with respect
to administrative and quasi-judicial items relating to lands or uses within the geographic areas of
the City that the city council designates as areas within which the corporation has the authority to
exercise planning and redevelopment functions. Any action by the corporation pertaining to
administrative and quasi-judicial items under this paragraph shall be subject to appeal to the city
council pursuant to Chapter 19.12 or Chapter 19.14, as applicable, of the Municipal Code.
2.55.070
Previous Resource Conservation Commission Functions.
Notwithstanding any provision of Chapter 2.32, the Chu1a Vista Redevelopment
Corporation shall carry out the duties of the resource conservation commission within those
geographic areas of the City that the city council designates as areas within which the Chula
Vista Redevelopment Corporation has the authority to exercise planning and redevelopment
functions.
2.55.080
Previous Design Review Committee Functions.
Notwithstanding any provision of Chapter 19.14, the Chula Vista Redevelopment
Corporation shall carry out the duties of the design review committee within those geographic
areas of the City that the city council designates as areas within which the Chula Vista
Redevelopment Corporation has the authority to exercise planning and redevelopment functions.
2.55.090
Board of Directors' Membership.
2
Ordinance No.
Page 3
A. Number of directors. The board of directors of the corporation shall consist of
nine (9) voting members, inclHding fiye (5) "city direetors" and fom (1) "independent direetors."
none of whom shall be dulv elected or appointed and qualified members of the Citv Council then
in office.
13. City Directors. TRe five eity direetors sRall Be tRe five duly eleeted or appointed
and qHalified members of tRe eity eouncil tRen in offiee.
GoB.
Independent Directors.
1.
The f{)Hf independent directors shall consist of members of the public
appointed to the corporation board of directors by majority vote of the city
council for four (4) year staggered terms, based upon the criteria and
qualifications set forth in the corporation bylaws approved by the city
council, as such bylaws may be amended from time to time.
2.
The initial terms of independent directors shall be for nominal periods of
two and four years, commencing upon appointment and concluding for
two independent directors on June 30th of the second year of the term, and
for the remaining two independent directors on June 30th of the fourth
year of the term, unless an independent director's office becomes vacant
prior to the end of such initial term. Thereafter, all independent directors
shall serve for a term of four years, concluding on June 30th of the fourth
year of the term, subject to removal or resignation pursuant to the
corporation's bylaws.
3.
Appointment of the independent directors to their initial nominal two-year
and four-year terms shall be as determined by the bylaws.
4.
By majority vote, the city council shall have the power to remove any
independent director for any reason, to reappoint any independent director
to a succeeding four-year term without any limit on the number of terms
served by such independent directors except as set forth in the corporation
bylaws approved by the city council, and to appoint any person meeting
the criteria and qualifications set forth in the corporation bylaws to a
vacant indepetldent director office. Subject to the city council's power to
remove an independeRt director, all directors of the corporation shall hold
office until a successor has been appointed and qualified.
C. Election and Duties of Chair and Vice Chair
I. Election of chair and vice-chair. At the first regular meeting of the board
of directors. Following Julv I sl of everv year, or as soon as practical
thereafter, the board shall elect a chair and vice-chair from its
membership. The chiar and vice-chair shall serve for a period of one vear.
3
Ordinance No.
Page 4
2. Duties of the chair and vice-chair. The chair shall serve as presiding
officer at meetings. In the absence of the chair. the vice-chair shall serve
as presiding officer.
2.55.100
Operation of the Corporation
A. Time of meetings. The regular meetings of the corporation board of directors
shall be held on the second and fourth Thursdays of each month, at 6:00 P.M., and at such other
dates and times as the board of directors may designate as adjourned or special meetings of the
board of directors of the corporation.
B. Place of meetings. Unless the corporation shall otherwise establish a meeting
place in accordance with its bylaws, the meetings of the corporation board of directors shall be
held at 276 Fourth Avenue, in the City ofChula Vista.
C. Notice of meetings. The meetings of the corporation board of directors, and
notice thereof, shall be governed by the same rules and regulations by which the city council is
bound in the conduct of public meetings.
D. Conduct of meetings. The conduct of meetings, including requirements for
quorum, the vote required for passage of any motion, the means by which proposed actions are
considered, and other matters, shall be undertaken in accordance with the bylaws approved by
the city council, as such bylaws may be amended from time to time by the corporation board of
directors.
E. Board Operating Budget. The corporation shall annually prepare a proposed
corporation board of directors operating budget, including but not limited to board director
stipends, training, travel, membership, and miscellaneous expenses, and costs of audit. Upon
approval by the corporation board of directors, the proposed budget shall be forwarded to the city
council for consideration as part of the City's annual budget.
F. Gifts and grants. Subject to approval by the city council, the corporation may
accept gifts and grants from any source to assist it in the performance of its functions. In the
event that private funds or funds from other governmental agencies are made available for
special projects, surveys, educational programs, or general program support, the corporation is
authorized to enter into appropriate contracts for the utilization of such funds in furtherance for
the purpose and intent of, and the duties of functions of, the corporation, subject to ratification of
such contracts by the city council.
2.55.200
Director Compensation and Reimbursement.
The city council may, by resolution, authorize and establish compensation to the board of
directors of the corporation, and authorize the corporation to reimburse directors, officers and
employees for actual, necessary and reasonable expenses, including mileage, incurred in the
4
Ordinance No.
Page 5
performance of their duties authorized, directed or approved by the corporation board of
directors.
Presented by
Approved as to form by
Laarie MadiganAnn Hix
Acting Community Development Director
Ann Moore
City Attorney
5
Ordinance No.
Page 6
PASSED, APPROVED, and ADOPTED by the City Council of the City ofChula Vista,
California, this 7th day of June, 2005, by the following vote:
AYES:
Councilmembers:
Castaneda, Davis, McCann, Rindone and Padilla
NAYS:
Councilmembers:
None
ABSENT:
Councilmembers:
None
Stephen C. PadillaChervl Cox, Mayor
ATTEST:
Susan Bigelow, MMC, City Clerk
STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
CITY OF CHULA VISTA )
I, Susan Bigelow, City Clerk of Chula Vista, California, do hereby certify that the foregoing
Ordinance No. 3008 had its first reading at a regular meeting held on the 24th day of May, 2005
and its second reading and adoption at a regular meeting of said City Council held on the 7th day
of June, 2005.
Executed this 7th day of June 2005.
Susan Bigelow, MMC, City Clerk
J:Attorney/Ehull/CVRC Reorg/033008.ord 201 07
6