HomeMy WebLinkAbout2010/07/13 Item 4
CITY COUNCIL
AGENDA STATEMENT
~\ft.- C1TYOF
.~ (HULA VISTA
July 13,2010, Item if
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 2.55.100(A) OF THE CHULA VISTA
MUNICIPAL CODE REMOVING THE REFERENCE TO A
6:00 P.M. START TIME FOR REGULAR MEETINGS
SUBMITTED BY: ASSISTANT CITY MANAGE~
DEVELOPMENT ~ES ffIhcTOR
REVIEWED BY: CITY MANAGER r
4/5THS VOTE: YES D NO I X I
SUMMARY
On June 10,2010, the Chula Vista Redevelopment Corporation adopted Resolution No.
2010-013, amending its Bylaws. When the item went to the City Council for ratification
on June 15th, it was pulled to make several changes and corrections. Those changes and
corrections were adopted by the CVRC on June 24, 2010. Also on June lOth, the CVRC
adopted a resolution to set a 4 P.M. start time for its regular meetings, pending Council
amendment of the Chula Vista Municipal Code.
ENVIRONMENT AL REVIEW
The Environmental Review Coordinator has reviewed the proposed actlVlty 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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JULY 13, 2010, Item-L
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
On June 10,2010, the Chula Vista Redevelopment Corporation adopted Resolution No.
2010-013, amending its Bylaws. A redline of those amendments is'attached (Attachment
I), and a summary is provided below. Prior to ratification, Council made additional
changes to the Bylaws, and those changes were adopted by CVRC on June 24, 2010.
Today, the adopted Bylaws, inclusive of all modifications, are presented for ratification
by Council.
June 10 Amendments to CVRC Bylaws
A number of amendments to the CVRC Bylaws were adopted by the CVRC on June 10,
2010, most of which were considered clean-up items. These items include:
. Clarification 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 changed the description of the number of
CVRC Directors: the minimum number was reduced when the Council Members
were removed from the Director positions. The Bylaws were being corrected to be
consistent with the amended CVRC Articles of Incorporation.
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, slightly altering the qualification criteria for new Directors.
The CVRC must be qualified to perform design review functions. Specific
experience (Design Professional) is critical to the CVRC in order to fulfill its
responsibility as a design review board. Design Professionals include architects,
landscape architects, civil engineers, urban planners, environmental planners and
other related fields. Section 3 of the Bylaws has been revised, noting the Design
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JULY 13, 2010, Item~
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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 Chub Vista Redevelopment Corporation (CVRC),
the office of Chief Executive Officer shall be the duly appointed or designated
Executive Director of the Chula Vista Redevelopment Agency. As Executive
Director of the Chula Vista Redevelopment Agency, and in accordance with his
duties to effectively 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 mana?ement kam member to act on his behalf as Chief Executive
Officer for the CVRC.
June 24 Amendments to CYRC Bylaws
Several revisions were suggested to the Bylaws adopted by CVRC on June 10th. Those
revisions were adopted by the CVRC on June 24, 2010, and are listed on an Errata Sheet
(Attachment 2). The revisions include:
o Correction to name of Design Review Board
. Revision to Number of CVRC Directors
. Qualification criteria for CVRC Directors
Correction for Design Review Board
The design review entity for projects outside of redevelopment project areas is the
Design Review Board.
Revision to Number of Directors
The number of Directors shall be a minimum of five (5) and a maximum of nine (9).
The Articles of Incorporation will be amended to be consistent with the Bylaws.
Qualification Criteria
Article VII, Section 3 of the CVRC Bylaws addresses the Designation and Term of
Office of Directors. This list has been corrected to be more precise, and expanded to
include one additional field of expertise.
Changes to Municipal Code
Section 2.55.100(A) of the Chula Vista Municipal Code references a specific start time of
6 P.M. for regular meetings of the CVRC. In January 2010, the CVRC Directors
discussed changing the start time to 4 P.M., to defray hourly staff costs and reduce
overtime costs. Staff was asked to make the appropriate changes to the CVRC's
regulatory documents. On June 10,2010, the new 4 P.M. start time for regular meetings
I According to Section 5 of the eYRe 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 he prescribed by the board of directors or the Bylaws.
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JULY 13,2010, ItemL
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of the CVRC was set by CVRC Resolution 2010-014, pending Council amendment of the
Chula Vista Municipal Code. The amended section of the Municipal Code is attached
(Attachment 4).
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
Regulations section 18704.2(a)(1) is not applicable to this decision.
CURRENT YEAR FISCAL IMP ACT (2010-2011)
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 CVRC
Bylaws. The change in meeting time for the CVRC will continue to defray hourly staff
costs and reduce overtime costs.
ATTACHMENTS
I. Redline ofCVRC Bylaws - June 10,2010
2. Errata Sheet for CVRC Bylaws - June 24, 2010
3. Chula Vista Municipal Code Amendment- Section 2.55.1 OO(A)
Prepared by: Janice Kluth, Redevelopment Project Coordinator, Development Services Department
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Attachment 1
ATTACHMENT lEXHIBIT 3
BYLAWS
OF
CHULA VISTA REDEVELOPMENT CORPORATION
a California Nonprofit Public Benefit Corporation
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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
Page
NAME 1
..............................................................................................................
OFFICES 1
P rin ci pal oiij'~~..........................................................................................................................................................................................~ 1
Other Offices 1
..................................................................................................
PURPOSES AND OBJECTIVES 1
Specific Purpose,.. .... ....................... ............................................................................................................................~ 1
General Purposes,..........................................................................................2
NONPARTISAN ACTIVITIES .................................................................,2
DEDICATION OF ASSETS.......................................................................,2
MEMBERS....................................................................................................,3
Directors as Members 3
Meetings.......................:::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::)
DIRECTORS.................................................................................................,3
Powers. 3
N umbe~.~~.d.Q~-;..iifi~~ti~;.;.~f.Di~~~t~~~:::::::::::::::::::::::::::::::::::::::::::::::::::::3
Designation and Term of Office of Dircctors............................................4
Directors' Meetings.......................................................................................5
Compensation ................................................................................................ 6
OFFICERS......................................................................................................6
Officers 6
Resiona ti~ ~. ~f' ofii~~~~""""'''''''''''''''''''''' ............................... .................... 6
b .................................................................................
Vacancies in Office........................................................................................ 7
Cbair of the Board 7
Chief Executive offi~~~................................................................................ 7
Secretary.........................:::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: 7
Chief Financial Officer................................................................................. 7
General Counsel............................................................................................8
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND AGENTS,..................................................................8
Right of Indemnity........................................................................................8
Approval of Indenmity................................................................................. 8
Advancement of Expenses,...........................................................................9
Ins u ran 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 Directors............................... .......................................... .......9
Independent Audit and Annual Report.....................................................9
Annual Statement of Certain Transactions and
In demnifi ca tio ns........ .................. .................... ................. ......................... ....1 0
COMPLIANCE WITH LA WS....................................................................ll
Application of Political Reform Act...........................................................11
Application of Government Code Section 1090........................................11
Compliance with Other Laws......................................................................l1
GENERAL CORPORATE MA TTERS............';........................................11
Fiscal Y ear......................................................................................................11
CYRC Budget................................................................................................11
Redevelopment Agency Priorities and Budget.........................................12
Investment Policy; Money Manager..........................................................12
Checks, Drafts, Evidence of Indebtedness.................................................12
Corporate Contracts and Instruments ......................................................12
Construction and Definitions......................................................................12
Compliance With Public Records Act.......................................................12
AMENDMENTS...........................................................................................)2
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BYLAWS
OF
CHULA VISTA REDEVELOPMENT CORPORATION
a California Nonprofit Public Bendit 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
these Bylaws opposite this section, or this section may be amended to state the new location.
Section 2. Other Offices. The board of dircctordirectors may at any time establish
branch or subordinate omces 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 RCSOUTce
GBRs€r;ation Commission and the Design Review Committee of the City of Chula Vista;
and
(d) the development of recommendations regarding the strategic priorities to
be programmed by the Redevelopment Agency of the City of Chula Vista through its
annual budget.
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( e) This corporation is organized and shall be operated exclusively for
charitable purposes within the meaning of Section 50l(c)(3) of the Internal Revenue
Code of 1986, as amended (the "Code").
Section 2.
following:
General Purposes. The general purposes of this corporation are the
(a) to receive, hold, and disburse gifts, bequests, devises, and other funds to
advance the specific and primary purpose of this corporation;
(b) to own, lease, and maintain suitable real and personal property which is
deemed necessary to accomplish the specific and primary purpose of this corporation;
and
(c) to enter into, make, and perform, and carry out contracts which are
deemed necessary to accomplish the specific and primary purpose of this corporation.
ARTICLE IV
NONPARTISAN ACTIVITIES
This corporation has been formed under the California Nonprofit Public Benefit
Corporation Law for the purposes described above, and it shall be nonprofit and nonpartisan. No
substantial part of the activities of this corporation shall consist of the publication or
dissemination of materials with the purpose of attempting to influence legislation, and this
corporation shall not participate or intervene in any political campaign on behalf of any
candidate for public office or for or against any cause or measure being submitted to the people
for a vote.
This corporation shall not, except to an insubstantial degree, engage in any activities or
exercise any powers that are not in furtherance of its purposes and objectives described above.
Notwithstanding the foregoing sentence, this corporation shall be subject to all applicable State
and Federal laws governing the conduct of local governmental entities, including but not limited
to the laws described in Article XI below.
ARTICLE V
DEDICATION OF ASSETS
The property of this corporation is irrevocably dedicated to charitable purposes and no
part of the net income or assets of this corporation shall ever inure to the benefit of any
directorDirector, officer, or member hereof or to the benefit of any private person. Upon the
dissolution or winding up ofthis 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 l70( c)(1) of
the Code or the corresponding provision of any future United States internal revenue law; and if
not, such assets shall be distributed to a nonprofit fund, foundation or corporation designated by
the board of directordirectors which is organized and operated exclusively for charitable,
educational or scientific purposes and which has established its tax exempt status under Section
50l(c)(3) of the Code or the corresponding provision of any future United States internal revenue
law.
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ARTICLE VI
MEMBERS
Section 1. Pir-ecl<wDirectors as Memhers. 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 tbe board of directordirectors, 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 dircctordirectors 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
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 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 tbe board of dircctordirectors;
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 ofticer 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. Witbout prejudice to these general powers, and subject
to tbe same limitations, the directorDirectors shall have the power to:
(i) Change tbe principal office from one location to another in the
City of Chula Vista, Calitornia; 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 theCity Council of the City of
Chula Vista, borrow money and incur indebtedness on behalf of tbis corporation
and cause to be executed and delivered for this corporation's purposes and
objectives, in tbe 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: Increase._ The number of direetorDirectors 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 qualified members of the
City Council of the City ofChula Vista. The City Comwil shall serve as the initial board
of directors until such time that the City Council desisnates and appoints one or more
Directors pursuant to Section 3 of this /\rticle VII
Section 3.
Designation and Term of Office of Directors.
(a) All dircctorDireetors 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 Artiele VII, each DircctorDirector shall hold office until a
successor has been appointed and qualified.
fBjThe Directors shall be designated based on the following criteria below.
(e jOne or more Director!! shall have ana-expertise and experience in at least one
of tfle.-the following fields:
(b)
I. Architecture (Design Professional)
11. Civil engineering (Design Professional)
111. Environmental Planning (Design Professional)
IV. Urban planning and/or design (Design Professional)
tiHv. One or more Director shall have and e);perience in the field
of either rReal estate Estate de'/elopment Development or
bBusiness;
VI. One or more Director shall hm'e expertise and elcperienee
in the fields of either fEinance
V11. or educationRedevelopment
Vlll. Land Use or Environmental Law
IX. Banking or Lending
x. Real Estate Broker
i. One or more Director shall ha'ie c),pertise and experience in the
field of ei'/il eag;incering;, urban One or more Director sholl
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have e:;pertisc and e;;perienee in the field of urban plmmin;;,
arban development and/or cm'iromncntallaw.
(c) The City Council of the City of Chula Vista shall initially designate
Directors with expertise and experience in the tle1ds identified above in (b )(i) m:d (b )(ii)
to serve m: initial nominal four-year term~, and Directors idcntitlcd abow in (b)(iii) and
(b)(i'i) (b)('.') to serve nn initial nominal two your tennThe terms of service shall,
terminatin;; tenninate on June 30th of the fourth and second year, respectively. .'.fier the
completion of the initial terms of oftlcc, each Dircctor's term of oftlce shall be foar
yeaFs-oAt least four of tho Directors at any given time must have expertise and experience
in the tlelds identified above as Design Professionals.
(d) After the completion of the initial term of oftlce, 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 till 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 till 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 directofdirectors 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 oftlce of Director who has been
deelared of unsound mind by an order of court or convicted of a felony or has been found
by tlnal order or judgment of any court to have breached any duty under Article 3 of
Chapter 2 of the California Nonprotlt 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
oftlce, (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.
(t) 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 oftlcer or the secretary of the board. The resignation shall be effective when
notice is given unless the notice specitles 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 oftlce of Director shall be tilled by
the City Council of the City of ChuIa Vista. Unless removed pursuant to Section 3(t) of
this Article VII, each Director so designated or elected shall hold oftlce until a successor
has been elected and qualitled..
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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 directorDirectors
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 dircctorDirectors 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) directorDirectors. Notice of the time
and place of special meetings shall be given to each direetorDirector 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 direetorDirectors 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, subj ect 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 which a dircctorDirector has a direct
or indirect material financial interest, b) appointment of committees, and c)
indemnification of directorDirectors. A meeting at which a quorum is initially present
may continue to transact business, notwithstanding the withdrawal of directorDirectors, if
any action taken is approved by at least a majority of the required quorum for that
meeting.
(f) Adiournment. A majority of the directorDirectors present, whether or not
constituting a quorum, may adjourn any meeting to another time and place.
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(g) Notice of Adjournment. 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
thcse Bylaws, including but not limited to this Section 4 and Section 5 of Article VII, the
corporation shall be subject to, and comply with, all of the provisions of the Brown Act;
and the board of directors shall be deemed to be a "legislative body" as defined by the
Brown Act.
Section 5. Compensation. Directors may receive such compensation for their
services and reimbursement for costs and expenses incurred in service to the corporation, as may
be tixed or determined by resolution of the City Council of the City of Chub Vista, as may be
amended from time to time by the City COlillci1.
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 of the board.
Section 2. Resignation 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 specitied in that notice; and, unless otherwise specified
in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any
resignation is without prejudice to the rights, if any, of this corporation under any contract to
which the officer is a party.
Section 3. Vacancies in Office. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause shall be' filled only in the manner
prescribed in these Bylaws for regular appointment to that office.
Section 4. Chair of the Board. The chair of the board of directors shall be the
person elected by the board of directors. At the first regular meeting of the board of directors
following July 15t 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 '::C8 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. or his designee. The
chief executive otlicer 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
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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 dircctorDirectors present or
represented at directorDirectors' 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 dircctorDirectors such [mancial 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 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
directorDirectors, 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
4-15
11
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,
oversce 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. Ril!:ht of Indemnitv. To the fullest extent permitted by law, this
corporation shall indemnify any present or former Elire€iBTDirector, officer, employee or other
"agent" of the corporation, as that term is defined in Section 5238 of the California Nonprofit
Corporation Law, against all expenses, judgments, fines, settlements and other amounts actually
and reasonably incurred by them in connection with any "proceeding," as that term is used in
that Section, and including an action by or in the right of the corporation, by reason of the fact
that the person is or was a person described in that section. "Expenses," as used in this bylaw,
shall have the same meaning as in Section 5238(a) of the California Corporations Code.
Section 2. Approval of Indemnitv. On written request to the board by any person
seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations
Code, the board shall promptly determine under Section 5238(e) of the California Corporations
Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c)
has been met and, if so, the board shall authorize indemnification. If the board cannot authorize
indemnitication because the number of dircc:orDirectors who are parties to the proceeding with
respect to which indemnification is sought prevents the formation of a quorum of
dircctorDirectors 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, ifso, 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.
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L
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, directorDirectors.
employees, and other agents, against any liability asserted against or incurred by any officer,
dircctorDirector, 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:
Adequate and correct books and records of account; and
(a)
(b)
Written minutes of the proceedings of its board and committees of the
board.
Section 2. Inspection by Directors. Every dircctorDirector 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 directorDirectors for
review, and be presented to the Chula Vista City Council, within six (6) months after the close of
the corporation's fiscal year. That audit and report shall contain the following information, in
appropriate detail, for the fiscal year:
(a) The assets and liabilities, including the trust funds, 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 dircctorDirectors, or as a separate document if no annual report is
issued, the corporation shall annually prepare and furnish to each directorDirector a statement of
4-17
13
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 tinancial
interest, ami (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 dircctorDirector or officer of the corporation, its parent, or
subsidiary (but mere common dircctorDirectorship 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 intcrest, 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 dircctorDirector 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,"
;md each directorDirector and officer shall be deemed to be a "designated emplovee," as defined
in the PRA. Each dircctorDirector and officer shall be subject to the conflict of interest reporting
and disqualitication 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 detined 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 official capacity as a
dircctorDirector 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 d:rcctorDirector
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.
4jJ 8
Section 3. Compliance with Other Laws. This corporation and its officers shall be
subject to all applicable local, State and Federal laws, and all ordinances and resolutions of the
City of Chula Vista, including those governing the conduct of bodies, commissions and
committees of the City and members of such bodies, commissions and committees.
ARTICLE XII
GENERAL CORPORA TE 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. CVRC Budget. 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 Agencv 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 of Chula Vista for its strategic
priorities, budget, and work plan.
Section 4. Investment Policy; 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 determined 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 authority
may be general or confined to specific instances; and, unless so authorized or ratified by the
board of directors or within the agency power of an officer, no officer, agent or employee shall
4119
have any power or authority to bind this corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or for any amount.
Section 7. Construction and Definitions. Unless the context requires otherwise, the
general provisions, rules of construction, and definitions in the California Nonprofit Corporation
Law shall govern the construction of these Bylaws. Without limiting the generality of the above,
the masculine gender includes the feminine and neuter, the singular number includes the plural,
the plural number includes the singular, and the term "person" includes both a legal entity and a
natural person.
Section 8. Compliance With Public Records Act. The Corporation shall comply
with and be subject to the provisions of the California Public Records Act, California
Government Code Section 6250 et. seq. The Corporation shall be deemed a "Local Agencv" as
that term is used in the California Public Records Act, and as such, shall be subject to all
obligations and exemptions under the California Public Records Act.
ARTICLE XIlI
AMENDMENTS
New Bylaws may be adopted or these Bylaws may be amended 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.
41*0
J:AttorneylEhulVCVRC Reorg /By Laws 4 1307
J:\Attom~y\MichaelSh\CVRC\CVRCReorg-FinalDocs\Att3-CVRCRefonnationBylaws-5.24.07-Final doc
4171
Attachment 2 - Errata Sheet
.Po.
4, Article III, Section 1 (c)
~
7, Article VII, Section 2 (a)
7, Article VII, Section 3 (b) Iv)
7, Article VII, Section 3 (b)(viii)
7, Article VII, Section 3 b ix
7, Article VII, Section 3 b x
7, Article VII, Section 3 (b)(xi)
7, Article VII, Section 3 (b) (xii)
Errata Sheet
CVRC Bylaws
CVRC Bylaws
June 24, 2010
','.R e-ads''':~~~:tc:;i~i;~~;X:~;::;;~;:t~{:~f~,~.:;\'lf{i:i~iJ ~,~'s t-i'cru:ld' 'R e'O:8
the conduct of the
functions and
responsibilities of the
Design Review
Committee of the City
of Chula Vista; and
Number of Directors.
The number of Directors
shall be a minimum of
one I I) Director and up
to a maximum of nine
9 Directors...
Real Estate
Develo ment
Land Use or
Environmental Law
Bankin or Lendin
Real Estate Broker
N/A
N/A
Page 1 April 15, 2010
4-22
the conduct of the
functions and
responsibilities of the
Design Review Board of
the City of Chula Vista;
and..
Number of Directors, The
number of Directors shall
be a minimum of five (5)
Directors and up to a
maximum of nine (9)
Directors.. .
Real Estate Development
or Business Develo ment
Land Use Law
Environmental Law
Bankin or Lendin
Commercial Real Estate
Brokera e or A raisal
Affordable Housing
Finance or Develo ment
Attachment 3
I Exhibit +-43 - Chula Vista Municipal Code, Section 2.55.100i..A2
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, :It 6:00 P..'.t, 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.
4-23
RESOLUTION NO. 2010-
RESOLUTION OF THE CHULA VISTA CITY COUNCIL
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 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, in 2007 the composition of the CVRC was changed, removing the City
Councilmembers from the Board and reducing the minimum number of Directors to one (1).
The Articles ofIncorporation were changed but the Bylaws were not; and
WHEREAS, on June 10, 2010, CVRC adopted a number of amendments to its Bylaws;
and
WHEREAS, on June 24, 2010, after several Bylaw revisions were suggested, the CVRC
adopted additional amendments; and
WHEREAS, Design Professional experience is critical to the CVRC's performance of its
Design Review Board function; and
WHEREAS, the criteria for selecting CVRC Directors has been expanded to include one
additional field of expertise and corrected to be more precise; and
WHEREAS, the minimum number of CVRC Directors shan be five (5); and
WHEREAS, the Chief Executive Officer of the CVRC wishes to designate a city staff
person to act on his behalf; and
WHEREAS, the CVRC recommends ratification of its adopted CVRC Bylaws; and
WHEREAS, staff has reviewed the proposed activity for compliance with the State of
California Environmental Quality Act ("CEQA"), California Public Resources Code Section
21 000 et seq., and has determined that the activity is not a "project" as defined 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.
4-24
Resolution 2010-
Page 2
NOW, THEREFORE, BE IT RESOLVED that the Chula Vista City Council does hereby
ratify the amended Chula Vista Redevelopment Corporation Bylaws.
Presented by
Gary Halbert, A1CP, PE
Deputy City Manager / Director of
Development Services
Attachments:
Attachment 1 - CVRC Bylaws
4-25
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 2.55.100(A), "Time of Meetings," specifies 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 11,2009, 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 staff for 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 June 10,2010, the Chula Vista Redevelopment Corporation ("CVRC")
adopted Resolution 2010-014 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
21 000 et seq., and has determined that the activity is not a "Project" as defined under Section
15378(b)(5) of the State CEQA Guidelines, therefore, pursuant to Section l5060(c)(3) of the
State CEQA Guidelines, the activity is not subject to CEQA.
4-26
I
I
I
.~ ~ . ~"rJtl'
Ordinance No.
Page 2
NOW, THEREFORE, the City Council of the City of Chula 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
board of directors may designate as adjourned or special meetings of the board of
directors of the corporation.
Presented by
Gary Halbert, AICP, PE
Deputy City Manager / Director of
Development Services
4-27