HomeMy WebLinkAboutCVRC Reso 2007-018
CVRC RESOLUTION NO. 2007-018
RESOLUTION OF THE CHULA VISTA REDEVELOPMENT
CORPORATION AMENDING THE CVRC BYLAWS TO
REMOVE THE CITY COUNCIL MEMBERS FROM THE CVRC
BOARD OF DIRECTORS
WHEREAS, on May 24, 2005, the City Council and Redevelopment Agency of the City of
Chula Vista jointly adopted Resolution Nos. 2005-175 and 2005-1911, respectively, approving and
adopting legal and operating documents for the fonnation of the Chula Vista Redevelopment
Corporation ("CVRC") as a 501(c)(3) nonprofit, public benefit corporation; and
WHEREAS, the legal and operating documents adopted for the CVRC included Bylaws
that set forth, among other things, the structure, composition, and operations of the CVRC; and
WHEREAS, on December 19, 2006, the City Council fonned a subcommittee, consisting of
the Mayor and Deputy Mayor, to review and evaluate the structure of the CVRC; and
WHEREAS, on March 22, 2007 the Council Subcommittee presented a full report for
consideration by the CVRC, Redevelopment Agency, and City Council containing
recommendations for structural modifications to the CVRC; and
WHEREAS, on March 22, 2007 the CVRC recommended by resolution and the
Redevelopment Agency, and City Council approved by resolution the Council Subcommittee's
recommendations which included removing the Council Members from the CVRC Board of
Directors and that the remaining Board of Directors be supplemented by one to five Chula Vista
resident( s) selected by the City Council and possessing expertise and experience in one or more
of the following professional fields: education, business, finance, architecture, civil engineering,
urban planning and/or design, science, environmental planning, environmental remediation,
environmental law, and real estate, including real estate development, investment, and law; and
WHEREAS, staff has reviewed the proposed activity for compliance with the State of
California Environmental Quality Act ("CEQA"), California Public Resources Code Section 21000
et seq., and has detennined that the activity is not a "Project" as defmed under Section 15378(b)(5)
of the State CEQA Guidelines, therefore, pursuant to Section 15060( c )(3) of the State CEQA
Guidelines the activity is not subject to CEQA.
NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Chula Vista
Redevelopment Corporation do hereby amend the Chula Vista Redevelopment Corporation Bylaws
as indicated on attached Fxhihit 1.
Presented by
~
/
Approved as to fonn by
im Thomson
Interim City Manager/Executive Director
~~~
Ann Moore '
City Attorney/Agency Counsel
CVRC Resolution No. 2007-018
Page 2
PASSED, APPROVED, and ADOPTED by the Chula Vista Redevelopment Corporation
of the City ofChula Vista, California, this 24th day of May 2007, by the following vote:
AYES:
Directors:
Castaneda, Desrochers, Lewis, McCann, Paul, Ramirez,
Rindone, Rooney, and Cox
NAYS:
Directors:
None
ABSENT:
Directors:
None
ATTEST:
~f)tL
Ann Hix, Secretary
STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
CITY OF CHULA VISTA )
I, Ann Hix, Secretary of the Chula Vista Redevelopment Corporation of the City ofChula Vista,
California, do hereby certifY that the foregoing CVRC Resolution No. 2007-018 was duly passed,
approved, and adopted by the Chula Vista Redevelopment Corporation at a regular meeting of
the Chula Vista Redevelopment Corporation held on the 24th day of May 2007.
Executed this 24th day of May 2007.
LQ~
Ann Hix, Secretary
CVRC Resolution No. 2007-0] 8
Page 3
EXHIBIT 1
BYLAWS
OF
CHVLA VISTA REDEVELOPMENT CORPORATION
a California Nonprofit Public Benefit Corporation
CVRC Resolution No. 2007-018
Page 4
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
Prin cipal Office.. ................................ ......................... .......................... .........1
Oth er Offices..... ........................... .............. ........ ................ ..................... .......1
PURPOSES AND OBJECTlVES..............................................................,1
Specific Purpose,... ........................................................... ........... ...................1
General Purposes,..........................................................................................2
NONP ARTISAN ACTIVITIES.................................................................,2
DEDICATION OF ASSETS.......................................................................,2
MEMBERS...................................................................................................,,3
Directors as Members...................................................................................3
Meetings..........................................................................................................3
DlRECTORS................................................................................................,,3
Powers.............................................................................................................3
Number and Qualification of Directors.....................................................4
Designation and Term of Office of 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.................................................................................9
Advancement of Expenses,...........................................................................9
Insurance........................................................................................................9
RECORDS AND REPORTS......................................................................,9
Maintenance of Corporate Records...........................................................9
CVRC Resolution No. 2007-0] 8
Page 5
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 Annua] Report.....................................................9
Annual Statement of Certain Transactions and
Indemnifications........ ........... ..................................... ....... ........................... ..1 0
COMPLIANCE WITH LA WS"..................................................................11
Application of Political Reform Act...........................................................ll
Application of Government Code Section 1090"......................................11
Compliance with Other Laws......................................................................11
GENERAL CORPORATE MA TTERS.....................................................ll
Fisca] Y ear......................................................................................................11
CVRC Budget................................................................................................11
Redevelopment Agency Priorities and Budget.........................................t1
Investment Policy; Money Manager..........................................................12
Checks, Drafts, Evidence of Indebtedness"...............................................12
Corporate Contracts and Instruments......................................................12
Co nstruction and Definitions.... ....................... .......................................... .12
Compliance With Public Records Act.......................................................12
AMENDMENTS............................................................................................12
CVRC Resolution No. 2007-018
Page 6
BYLAWS
OF
CHULA VISTA REDEVELOPMENT CORPORA nON
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 276 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 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.
I
CVRC Resolution No. 2007-018
Page 7
(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 Purnoses. The general purposes of this corporation are the
(a) to receive, hold, and disburse gifts, bequests, devises, and other fimds 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 I 70( c)(I) 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 fimd, 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 50 1 (c )(3) of the Code or
the corresponding provision of any future United States internal revenue law.
2
CVRC Resolution No. 2007-018
Page 8
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 Council of the City 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.
3
CVRC Resolution No. 2007-018
Page 9
Section 2. Number and Qualification of Directors.
(a) Number of Directors: Increase. The number of directors shall be up to nine
(9), none of whom shall be the duly elected or appointed and qualified members of the
City Council of the City ofChula Vista. The City Council shall serve as the initial board
of directors until such time that the City Council designates and appoints one or more
Directors pursuant to Section 3 of this Article VII.
Section 3.
Desie:nation and Term of Office of Directors.
(a) All 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(f) of this Article VII, each Director shall hold office until a successor has been
appointed and qualified.
(b) The Directors shall be designated based on the following criteria:
(i) One or more Director shall have and experience in the field of
either architecture or environmental planning;
(ii) One or more Director shall have and experience in the field of
either real estate development or business;
(iii) One or more Director shall have expertise and experience in the
fields of either finance or education;
(iv) One or more Director shall have expertise and experience in the
field of civil engineering, urban planning and/or design, or science.
(v) One or more Director shall have expertise and experience in the
field of urban planning, urban development and/or environmental law.
(c) The City Council of the City of Chula Vista shall initially designate
Directors identified above in (b lei) and (b )(ii) to serve an initial nominal four-year term,
and Directors identified above in (b)(iii), (b)(iv) and (b)(v) 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 Director's term of office shall be four
years.
(d) After the completion of the initial term of office, each Director may be re-
appointed by the City Council of the City of Chula Vista. The 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)
years shall be considered to be a full term.
4
CVRC Resolution No. 2007-018
Page 10
(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 Director, (ii) the declaration by resolution of the
board of directors of a vacancy of the office of 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 Director with or without cause; (iv) the
expiration of the term of an Director who is not re-appointed to a subsequent term of
office, (v) the failure of the City Council of the City of Chula Vista., at any meeting of
such City Council at which any Director or Directors are to be appointed, to appoint the
num ber of Directors to be appointed at such meeting.
(f) Resignations and Removals. Except as provided in this paragraph, any
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. Directors serve at the pleasure of the City Council of the City of Chula Vista;
and the City Council of the City of Chula Vista may, by majority vote, at any time
remove any Director for any reason.
(g) Filling Vacancies. Vacancies in the office of 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 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 Director before that Director's term of office expires.
Section 4.
Directors' Meetings.
(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.
( 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.
5
CVRC Resolution No. 2007-018
Page II
(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) Ouorum. A majority of the appointed 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 wruch 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 those provisions of the California Nonprofit Corporation Law relating to
a) approval of contracts or transactions in wruch 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) Adjournment. 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 tllls 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 tllls corporation shall be a chair of the board of
directors, a cruef 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
crueffinancial officer may serve concurrently as the chair of the board.
Section 2. Resil!:nation 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
6
CVRC Resolution No. 2007-018
Page 12
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 ilirectors shall be the
person elected by the board of directors. At the first regular meeting of the board of directors
following July I st of every year, 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 year. . 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 officer. In the absence of the chair, the vice-chair shall serve as the
presiding officer.
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:
(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
7
CVRC Resolution No. 2007-018
Page 13
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 Monev and Valuables. The Chief Financial
Officer shall deposit and manage all money and other valuables in the name and to the
credit of this corporation with such depositories as may be designated by the board of
directors and the 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. Rieht 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.
8
CVRC Resolution No. 2007-018
Page 14
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) 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:
(a)
(b)
Adequate and correct books and records of account; and
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
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:
9
CVRC Resolution No. 2007-018
Page ] 5
(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
been approved by the directors under Section 5238(e) (2) of the California Corporations
Code.
10
CVRC Resolution No. 2007-018
Page 16
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 defmed in the
PRA. Each director and officer shall be subject to the conflict of interest reporting and
disqualification requirements of the PRA. The board of directors shall adopt, periodically
review, and, if necessary, amend, a "conflict of interest code" as such term is defmed in the PRA.
Section 2. Apolication of Government Code Section 1090. No 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 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. sec;).
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 ofthe City and members of such bodies, commissions and committees.
ARTICLE XII
GENERAL CORPORATE MATTERS
Section 1. Fiscal Year. The fiscal year of this corporation shall commence on July I
and conclude on the 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
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 Council of the City ofChula Vista.
Section 3. Redevelopment Al!:encv Priorities and Budl!: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 ChuJa Vista for its strategic
priorities, budget, and work plan.
11
CVRC Resolution No. 2007-018
Page 17
Section 4. Investment Poliey; Monev Manaeer. The board of directors shall adopt
and annually review and, if necessary, amend an investment policy for tbe corporation. Neitber
tbe investment policy nor any amendment thereof shall be deemed adopted by tbe board of
directors unless the City Council of tbe City of Chula Vista approves 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 tbe name of or
payable to tbis 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 tbe board of directors. Such
resolution shall require City Council of the City ofChula Vista.
Section 6. Corporate Contracts and Instruments. The board of directors, subject
to tbe approval of tbe City Council of tbe City of Chula Vista, and except as otberwise provided
in tbese Bylaws, may autborize any officer or officers, agent or agents, to enter into any contract
or execute any instrument in tbe name of and on behalf of this corporation, and this authority
may be general or confined to specific instances; and, unless so autborized or ratified by tbe
board of directors or within tbe agency power of an officer, no officer, agent or employee shall
have any power or autbority to bind tbis 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 otberwise, tbe
general provisions, rules of construction, and definitions in the California Nonprofit Corporation
Law shall govern tbe construction of these Bylaws. Witbout limiting tbe generality oftbe above,
the masculine gender includes the feminine and neuter, the singular number includes tbe plural,
the plural number includes tbe singular, and tbe term "person" includes botb a legal entity and a
natural person.
Section 8. Compliance With Public Records Act. The Corporation shall comply
witb and be subject to tbe provisions of tbe California Public Records Act, California
Government Code Section 6250 et. seq. The Corporation shall be deemed a "Local Agencv" as
tbat term is used in tbe California Public Records Act, and as such, shall be subject to all
obligations and exemptions under tbe California Public Records Act.
ARTICLE XIII
AMENDMENTS
New Bylaws may be adopted or tbese Bylaws may be amended or repealed by a majority
vote of tbe board of directors, subject to tbe ratification by the City Council of tbe City of Chula
Vista.
J:AttomeylEhull/CVRC Reorg /By Laws 413 07
J :\Attorney\MichaelSh\CVRCICVRCReorg-FinalDocs\Ex] .CVRCReformationBylaws-5.24 ,07-Final.doc
12