HomeMy WebLinkAbout2010/06/15 Item 10
CITY COUNCIL
AGENDA STATEMENT
:Sw~ CITY OF
~CHULA VISTA
JUNE 15,2010, Item /0
ITEM TITLE: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA RATIFYING THE AMENDED CHULA
VISTA REDEVELOPMENT CORPORATION BYLAWS,
AND
ORDINANCE OF THE CITY OF CHULA VISTA
AMENDING SECTION 2.55.l00(A) OF THE CHULA VISTA
MUNICIPAL CODE REMOVING THE REFERENCE TO A
6:00 P.M. START TIME FOR REGULAR MEETINGS
SUBMITTED BY: DEPUTY CITY MANAGE~
DEVELOPMEN,?'CLS DII<ECTOR
REVIEWED BY: CITY MANAGE
4/STHS VOTE: YES D NO 0
SUMMARY
On April 20, 2010, the City Council adopted a new policy on public partIcIpation,
creating a consistent citywide approach to public participation in the development review
process. The Council policy differs from the Chula Vista Redevelopment Corporation's
("CVRC") public participation policy, so amendments to the CVRe's review process and
regulatory documents are needed. Amendments include changes to the CVRC Bylaws
and changes to the Chula Vista Municipal Code.
ENVIRONMENTAL REVIEW
The Environmental Review Coordinator has reviewed the proposed actIvIty for
compliance with the California Environmental Quality Act (CEQA) and has determined
that the activity is not a "Project" as defined under Section 15378 of the State CEQA
Guidelines because it involves administrative activities that will not result in direct or
indirect physical changes to the environment. Therefore, pursuant to Section 15060(c)( 3)
of the State CEQA Guidelines the activity is not subject to CEQA. Thus, no
environmental review is necessary.
RECOMMENDATION
That the Council adopt:
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JUNE 15, 2010, Item~
Page
1. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA
RATIFYING THE AMENDED CHULA VISTA REDEVELOPMENT
CORPORATION BYLAWS
2. ORDINANCE OF THE CITY OF CHULA VISTA AMENDING SECTION
2.55.100(A) OF THE CHULA VISTA MUNICIPAL CODE REMOVING THE
REFERENCE TO A 6:00 P.M. START TIME FOR REGULAR MEETINGS
BOARDS/COMMISSION RECOMMENDATION
The Chula Vista Redevelopment Corporation recommends ratification of the amended
Bylaws and adoption of the Municipal Code Amendment.
DISCUSSION
Amendments to CVRC Bylaws
There are several proposed revisions to the CVRC Bylaws (See Attachment 1), most of
which are considered clean-up items. These items include:
. Clarifkation on the number of Directors
. Qualification criteria for CVRC Directors
. Designation of Chief Executive Officer
Clarification on Number of Directors
In June 2007, an amendment to the CVRC Articles of Incorporation was filed with
the California Secretary of State which specified the number of CVRC Directors.
The number was reduced when the Council Members were removed from the
Director positions. The Bylaws are being corrected to be consistent with the
amended CVRC Articles ofIncorporation.
Qualification Criteria
Section 3 of the CVRC Bylaws addresses the Designation and Term of Office of
Directors. The criteria in Section 3 are revised to list the different fields of expertise
that must be represented, simplifying the designation process for new Directors.
The CVRC must be qualified to perform design review functions. Specitlc
experience (Design Professional) is critical to the CVRC in order to fuUlll its
responsibility as a design review board. Design Professionals include architects,
landscape architects, civil engineers, urban planners, environmental planncrs and
other related fields. Section 3 of the Bylaws has been revised, noting the Design
Professional fIelds and specifying that a minimum of four Directors with Design
Professional experience must serve on the board at all times, ensuring that the CVRC
maintains the expertise and experience to perform its design review function.
Designation of CEO
According to the Bylaws for the Chula Vista Redevelopment Corporation (CVRC),
the office of Chief Executive Officer shall be the duly appointed or designated
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JUNE 15, 2010, Item~
Page
Executive Director of the Chula Vista Redevelopment Agency. As Executive
Director of the Chula Vista Redevelopment Agency, and in accordance with his
duties to etIectively govern the business affairs and policies of the Agency, the City
Manager proposes amending the CVRC bylaws, allowing the Executive Director to
designate a city management team member to act on his behalf as Chief Executive
Oftlcer for the CVRe. I
Changes to Municipal Code
Section 2.55.l00(A) of the Chula Vista Municipal Code references a specitlc start time of
6 P.M. for regular meetings of the CVRe. In January 2010, the CVRC Directors
changed the start time to 4 P.M. to defray hourly staff costs and reduce overtime costs.
Staff was given direction at that time to make the appropriate changes to the CVRe's
regulatory documents.
DECISION MAKER CONFLICT
Staff has reviewed the decision contemplated by this action and has determined that it is
not site specific and consequently the 500 foot rule found in California Code of
Regulatiuns section 1 8704.2(a)(l ) is not applicable to this decision.
CURRENT YEAR FISCAL IMPACT (2009-2010)
There are no expenditures or revenues associated with ratification of the CVRC Bylaws
in the current tiscal year. The change in meeting time for the CVRC defrays hourly staff
costs and reduces overtime costs.
ONGOING FISCAL IMPACT
There are no ongoing expenditures or revenues associated with ratification of the CYRC
Bylaws. The change in meeting time for the CVRC will continue to defray hourly staff
costs and reduce overtime costs.
ATTACHMENTS
1. eYRC Amended Bylaws
2. Chula Vista Municipal Code amendment- Section 2.55.l00.A
Prepured by: Janice Kluth. Rede->velopment Project Coordinator, Development Services Department
I According to Section 5 of the CVRC Bylaws, the chief executive officer's duties include general
supervision, direction and control of the corporation business. The chief executive officer shall have
such other powers and duties as may be prescribed by the board of directors or the Bylaws.
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Attachment 1
ATT,\GHMENT lEXHIBIT 3
BYLAWS
OF
CHULA VISTA REDEVELOPMENT CORPORATION
a California Nonprofit Publie Benefit Corporation
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ARTICLE I
ARTICLE n
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
Page
NAME............................................................................................................. 1
OFFI CES.... ........................................ .................................................... ........,1
Prin ci pal Offi ce..............................................................................................l
Oth er Offices..................................................................................................l
PURPOSES AND OBJECTIVES...............................................................1
S peci fie Purpose,................................... .........................................................1
G en cral Purposes,..........................................................................................2
NONP ARTISAN 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 Directors............................................ 4
Directors' Meetings.,.....................................................................................5
Compensation ......................................................................... .............. .........6
OFFICERS .....................................................................................................6
Officers............................................................................................................ 6
Res igna tion of Officers................................................................................. 6
Vacancies in Office........................................................................................ 7
Chair of the Board ........................... .............................................................7
Chief Executive Officer................................................................................ 7
Secreta ry........................................................................... ..............................7
Chief Financial Officer................................................... .............................. 7
General Counsel................................................ ............................................8
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOVEES, AND AGENTS...................................................................8
Right of Indemnity........................................................................................8
Approval of Indemnity .................................................................................8
Advancement of Expenses............................................................................9
Ins uran ce..... ................................................................................................... 9
RECORDS AND REPORTS ......................................................................,9
Maintenance of Corporate Records...........................................................9
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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
Page
Inspectio n by D i recto rs ............................................................... .................9
Independent Audit and Annual Report.....................................................9
Annual Statement of Certain Transactions and
In d em n ifiea tio ns............................................................................................1 0
COMPLIANCE WITH LA WS...................................................................11
Application of Political Reform Act...........................................................11
Application of Government Code Section 1090........................................11
Com pliance with Other Laws............................... .......................................11
GENERAL CORPORATE MATTERS ....................................................11
Fiscal year......................................................... ......... .............. ..................... .11
CYRC Budget................................................................................................11
Redevelopment Agency Priorities and Budget.........................................12
Investment Policy; Money Manager ..........................................................12
Cbecks, Drafts, Evidence of Indebtedness.................................................12
Corporate Contracts and Instruments ......................................................12
Co nstru ctio n and Defin itio ns......................................................................12
Compliance With Puhlic Records Act.......................................................12
AMENDMENTS............................................................................................12
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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 dircctorDirectors 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
thesc Bylaws opposite this scction, or this section may be amended to state the new location.
Section 2. Other Offices. The board of EHre€tmdireetors may at any time establish
branch or subordinate offices at any place or places in the City of Chula Vista where the
corporation is quali lied 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 ReseBree
Genservalton Commission and the Design Review Committee of the City of Chula Vista;
and
(d) the development of recommendations regarding the strategic priorities to
be programmed by the Redevelopment Agency of the City of Chula Vista through its
annual budget.
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4
(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, be(juests, 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 int1uence 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 oflocal governmental entities, including but not limited
to the laws described in Article Xl below.
ARTICLE V
DEDICATION OF ASSETS
The property of this corporation is irrevocably dedicatcd to charitable purposes and no
part of the net income or assets of this corporation shall ever inure to the benefit of any
fI.ire<.'tBlDirector, 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 fund, foundation or corporation designated by
the board of directordirectors 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.
10"..8
)
ARTICLE VI
MEMBERS
Section 1. DireetorDirectors 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 dircctordirectors, as
authorized by Section 5310 of the California Nonprofit Corporation Law.
Section 2. Meetings. There 'shall be no meetings of members as such. The persons
constituting the board of Eliretlofllirectors 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
dircctordirectors 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 provisiuns 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 JtreelBfdirectors;
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 oftlcer 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 bc null and void.
(b) Specific Powers. Without prejudice to these general powers, and subject
to the same limitations, the director Directors shall have the power to:
(i) Change the principal office from one location to another in the
City of Chula Vista, Califurnia; 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 oftheCity 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.
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Section 2.
Number and Qualification of Directors.
(a) Number of Directors: Increa~e._ The number of d-ire€terDireetors shall be!:!
minimum of one (I) Director and up to a maximum of nine (9) Directors, none of whom
shall be persons serving as the duly elected or appointed and qaalificd members of the
City Council of the City of Chula Vista. The City C-cOO+lCil shall seryc as the initial board
of director5-Hitti+-SH€fi--tiffi€--that-the-Gity Council designates and a~jmffit.;H}nc or mere
Directors purSHallH:e-Section 3 ofthis "'\rtic-le--",LU
Section 3.
Desilwation and Term of Office of Directors.
(a) All dircctorDirectors 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 DircctorDirector shall hold office until a
successor has been appointed and qualified.
fB1The Directors shall be designated based on the fu1.l.0wing-criteria below.
(c)One or marc Director;, shall have aREl--expertise and experience in at least one
ofllte-tbe following lield~
(b)
I. Architecture (Design Professional)
II. Civil engineering (Design Professional)
III. EnvirOlID1ental Planning (Design Professional)
IV. Urban planning and/or design (Design Professional)
Mv. GRe-or more Director shall hayc an~ricncc in the ficld
ef-ei4ff--fReal estate-Estate d-~rrt-Development or
bBusiness"
VI. Gno or marc Director shall hfWC-€*~so and cxpcrienGe
il.Hflc fields of eitRer-f'[inance
Vll. or cducationRedevclopment
VIII. Land Use or EnvirOlID1ental Law
IX. Banking or Lending
x. Real Estate Broker
i.Onc or morc Director shall hayc cxpertise and e~'pcrience in ,he
.field of civil cngl11cerIng. urban One or marc Director sHalt
10"710
flaw expertise and c::pcricnce in the Jidd of urban-planninf;.
urban devclBJ3fi~nt and/or cm'ironmcntalla-wo
(e) The City Council of the City of Chula Vista shall ffiitial+y-designate
Directors with expertise and experience in the fields identified above ffi-f&)(i) and (b )(ii)
to serve an initial H,*~four-year term~, and Directors identified abo':o in (b)(+i+)-aoo
(b ) (i'.') (b )(v)-to scr\'c an ini:ial nominal t.".o year-tem'lThe terms of service shall.
tcrminating-tenninate on June 30th of the fourth and second year,-feSj3€eti':cly. AfleF.-tRe
con:pletion of the initial tcrms of oftice,--eaffi--.fHreeffiF2.s--lcrm of ofticc shull be four
ye-ars,At least Cour of the Directors at any given time must have expertise and experience
in the fields identiJied above as Desil!n Professionals.
(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 tcrm 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 Vacancv on the Board. A vacancy or vacancies on the
board of ffireeffifdirectors 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 ofChula 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
number 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 thc 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 01' 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 oftice of Director shall be filled by
the City Council of the City of Chula Vista. Unless removed pursuant to Section 3(t) of
this Articlc VII, each Director so designated or elected shall hold office until a successor
has been elected and qualified.
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(h) No Vacancy on Reduction of Number of Directors. Subject to any other
provisions of these bylaws, no reduction of the authorized number of ffireetefDirectors
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 ofthis 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 iliFe€ffifDirectors 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) dircctorDirectors. Notice of the time
and place of special meetings shall be given to each tHrec40fDirector in accordance with
the Ralph M. Brown Act, California Government Code Section 54950, et seq., ("Brown
Act")
(e) Quorum. A majority of the appointed number of directorDirectors shall
constitute a quorum for the transaction of business. Every act or decision done or made
by a majority of the directorDirectors 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, thosc 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 which a Eli-re€te-fDirector has a direct
or indirect material financial interest, b) appointment of committees, and c)
indemnification of dir2ctorDirectors. A meeting at which a quorum is initially present
may continue to transact business, notwithstanding the withdrawal of 4ffi.'€-l-EH'Directors, if
any action taken is approved by at least a majority of the retjuired quorum for that
meeting.
(D Adjournment. A majority of the dircclOrDirectors present, whether or not
constituting a quorum, may adjourn any meeting to another timc and place.
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(g) Notice of Adjournment. Notice of the time and place of holding an
adjourncd meeting shall be given in accordance with the Brown Act.
(h) Open Meeting Law Compliance. Notwithstanding any other provision of
these Bylaws, including but not limited to this Section 4 and Section 5 of Article VII, the
corporation shall be subject to, and comply with, al1 of the provisions of the Brown Act;
and the board of directors shall be deemed to be a "legislative body" as detined by the
Brown Act.
Section 5. Compensation. Directors may receive such compensation for their
services and reimbursement for costs and expenscs incurred in service to the corporation, as may
be fixed or determined by resolution of the City Council of the City of Chula Vista, as may be
amended from time to time by the City Council.
ARTICLE VIII
OFFICERS
Section 1. Officers. The officers of this corporation shall be a chair of the board of
directors, a chief executive officer, a secretary, a chief financial officer, and a general counsel.
Any number of offices may be held by the same person, except that neither the secretary nor the
chief financial officer may serve concurrently as the chair ofthe board.
Section 2. Rcsi!?: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
in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any
resignation is without prejudicc 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 tilled 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 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 eaair, thc -;icc choir shall servc a5-tfi.e
prcsiding Ot11CCFo
Section 5. Chief Executive Officer. The Chief Executive Officer shall be the duly
appointed or designated Executive Director of the Redevelopment Agency. or his designee. 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
1 OfJ 3
executive otncer 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 ottlce 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 d-i-fe€ffilDirectors present or
represented at ilire€ffifDirectors' 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
of the properties and business transactions of this corporation. The chief financial officer
shall send or cause to be given to the d:rcctorDirectors 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 dircctorDirector at all reasonable times.
(b) Corporate Budget and Audit. The Chief Financial Officer shall be
responsible for preparing and implementing the corporation's annual budget, and
reviewing the annual audit of the corporation's books and accounts.
(c) Deposit and Disbursement of Money and Valuables. The Chief Financial
Officer shall deposit a,nd 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 thc provisions of these Bylaws.
The chief financial officer shall render to the chief executive officer and
dircclorDirectors, 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 otncer 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 Otncer
shall give this corporation a bond in the amount and with the surety or sureties specified
1 0f11 4
by the board of directors (or 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 Onicer
on such officer's death, resignation, retirement, or removal from office. The corporation
shall pay the costs of acquiring; and the annual premiums on, such bond.
Section 8. General Counsel. The general counsel to the corporation shall be the
person serving as the duly appointed or designated City Attorney of the City of Chula Vista, or
his or her designee. The General Counsel shall advise the corporation's board and officers,
oversee legal compliance of corporation activities, approve as to form all legal documents
approved or entered into by the corporation, and prepare all legal documents on behalf of the
corporation.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS. OFFICERS. EMPLOYEES. AND AGENTS
Section 1. Ri!?:ht of Indemnitv. To the fullest extent permitted by law, this
corporation shall indemnify any present or former dircctOfDirector, 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 523 8( 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 ffire€terDirecturs who are parties to the proceeding with
respect to which indemnification is sought prevents the formation of a quorum of
ffire€tefDirectors 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.
10T15
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, fltre€wDirectors,
employees, and other agents, against any liability asserted against or incurred by any officer,
ffiTeetfH'Direetor, employee, or agent in such capacity or arising out of the officer's,
dircctorDirector'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 ffi;~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 directorDirector'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 dir~ctorDirectors 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 rcport shall contain the following information, in
appropriate detail, for the fiscal year:
(a) The assets and liabilities, including the trust funds, of the corporation as of
the end of the fiscal year.
(b) The principal changes in assets and liabilities, including trust funds.
(c) The revenue or receipts of the corporation, both unrestricted and restricted
to particular purposes.
(d) The expenses or disbursements of the corporation for both general and
restricted purposes.
(e) Any information required by Section 4 below.
The allnual 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 dircctorDirectors, or as a separate document if no annual report is
issued, the corporation shall annually prepare and furnish to each ffireeterDirector a statement of
1 0131 6
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 tHreetmDirector or officer of the corporation, its parent, or
subsidiary (but mere common directorDirectorship 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 dircctorDireclor of the
corporation under Article IX of these Bylaws, unless that indemnification has already
been approved by the dircctorDirectors 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 dircctorDirector and officer shall be deemed to be a "designated emplovee," as defined
in the PRA. Each fli.re€'wDirector and officer shall be subject to the connict 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. No Director shall be
financially interested in any contract made by him or her in his or her ofticial capacity as a
directorDirector 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 illfe€t~'lfDirector
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.
10147
Section 3. Compliance with Other Laws. This corporation and its oftlcers 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, commissiuns and committees.
ARTICLE XII
GENERAL CORPORATE MATTERS
Section 1. Fiscal Year. The fiscal year of this corporation shall commence on July 1
and conclude on the immediately following June 30.
Section 2. CVRC Budget. Prior to the cummencement of each tlscal 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 tiscal 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 tiscal 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 of Chula Vista.
Section 3. Redevelopment Agenev Priorities and Budget. 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 ofChula Vista for its strategic
priorities, budget, and work plan.
Section 4. Investment Policv; Monev Manager. 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 the City Council of the 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 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 deternlined by resolution of the board of directors. Such
resolution shall require City Council of the City of Chula Vista.
Section 6. Corporate Contracts and Instruments. The board of directors, subject
to the approval of the City Council of the City of Chula Vista, 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 authurity
may be general or confined to specific instances; and, unless so authorized or ratified by the
board of directors or within the agency power of an officer, no officer, agent or employee shall
1 0151 8
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 detinitions 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 tern1 "person" includes both a legal entity and a
natural person.
Section 8. Compliance With Public Rccords Act. The Corporation shall comply
with and be subject to the provisions of thc California Public Records Act, California
Government Code Section 6250 el. seq. The Corporation shall be deemed a "Local Agcncv" as
that term is used in the California Public Records Act, and as such, shall be subject to all
obligations and exemptions under the California Public Records Act.
ARTICLE XIII
AMENDMENTS
New Bylaws may be adopted or these Bylaws may be amcnded or repealed by a majority
vote of the board of directors, subject to the ratification by the City Council of the City of Chula
Vista.
1 Ore 9
J:AltomeylEhulllCYRC Reorg IBy Laws 4 13 07
J:lAttom~y\MichadSh\CVRC\CVRCReorg-FinalDocs\Att3-CVRCRcformationBylaws-5 .24.07-Final,doc
10110
Attachment 2
Exhibit +-~ - Chula Vista Municipal Code, Section 2.55.100.A
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, ~t 6:00 P.,',',., 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.
10-21
RESOLUTION NO. 2010-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA RATIFYING THE AMENDED CHULA VISTA
REDEVELOPMENT CORPORATION BYLAWS
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 formation of the Chula Vista
Redevelopment Corporation ("CVRC") as a 501(c)(3) nonprofit, public benetit 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, in 2007 the composition of the CVRC was changed, removing the City
Councilmembers from the Board and reducing the number of Directors to seven (7), and the
Articles oflncorporation were changed but the Bylaws were not; and
WHEREAS, Design Professional experience is critical to the CVRe's performance of its
Design Review Board function; and.
WHEREAS, the Chief Executive Ofticer of the CVRC wishes to designate a city staff
person to act on his behal f; and
WHEREAS, staff recommends amending the CVRC Bylaws, addressing the items noted
above as well as several clean-up items; 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 determined that the activity is not a "project" as defined under Section
l5378(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 Chula Vista City Council does hereby
ratify the amended Chula Vista Redevelopment Corporation Bylaws.
Presented by
Approved as to form by
~~
Bart Miesfeld
City Attorney
Gary Halbert, AICP, PE
Deputy City Manager / Director of
Development Services
Attachments:
Exhibit 1 - CVRC Bylaws
10-22
ORDINANCE NO.
ORDINANCE OF THE CITY OF CHULA VISTA AMENDING
SECTION 2.55.100(A) OF THE CHULA VISTA MUNICIPAL
CODE REMOVING THE REFERENCE TO A 6:00PM START
TIME FOR REGULAR MEETINGS
WHEREAS, on June 7, 2005, the Chula Vista City Council established operating rules
and regulations for the Chula Vista Redevelopment Corporation ("CVRC"), by Ordinance 3008,
adding Chapter 2.55 to Title 2 (Administration and Personnel) of the Chula Vista Municipal
Code ("CVMC"); and
WHEREAS, Section 2.55. I OO(A), "Time of Meetings," specitles that regular meetings of
the corporation Board of Directors shall be held on the second and fourth Thursdays of each
month, at 6:00pm; and
WHEREAS, in early 2009, the City Council moved its weekly meetings to 4:00pm to
defray hourly staff costs and reduce overtime costs; and
WHEREAS, on June II, 2009, Director Desrochers made a motion that CVRC meetings
be moved to 4:00pm, and the motion was seconded by Director Salas and passed unanimously;
and
WHEREAS, on January 14, 2010, the 4:00pm meeting time was reconfirmed and the
Directors referred back to stafffor Bylaw changes as soon as feasibly possible; and
WHEREAS, there is no reference to a meeting time in the CVRC Bylaws; however, the
Chula Vista Municipal Code ("CVMC") specifies a start time of 6:00pm; and
WHEREAS, an amendment to the CVMC requires Council action by ordinance; and
WHEREAS, on May 27, 2010, the Chula Vista Redevelopment Corporation ("CVRC")
adopted a Resolution setting the time for its regular meetings at 4:00 P.M.; and
WHEREAS. staff has reviewed the proposed activity for compliance with the State of
California Environmental Quality Act ("CEQA"), California Public Resources Code Section
2I 000 et seq., and has determined that the activity is not a "Project" as detlned 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, the City Council of the City ofChula Vista does ordain as follows:
Title 2, Chapter 2.55, Section 100(A) of the Chula Vista Municipal Code, is hereby
amended to read as follows:
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 such time set by Resolution of
the Chula Vista Redevelopment Corporation, and at such other dates and times as the
10-23
,
board of directors may designate as adjourned or special meetings of the board of
directors of the corporation.
Presented by
Gary Halbert, ATCP, PE
Deputy City Manager / Director of
Development Services
10-24
Exhibit 1 - Chula Vista Municipal Code, Section 2.55.1 OO(A)
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, 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.
10-25