HomeMy WebLinkAboutCVRC Reso 2010-016CVRC RESOLUTION N0.2010-016
RESOLUTION OF THE CHULA VISTA REDEVELOPMENT
CORPORATION AMENDING ITS BYLAWS, SUBJECT TO
RATIFICATION BY THE CHULA VISTA CITY COUNCIL,
AND RECOMMENDING THE CHULA VISTA CITY
COUNCIL RATIFY SUCH AMENDED 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 SOl (c)(3) nonprofit, public benefit corporation; and
WHEREAS, the legal and operating documents adopted for the CVRC included Bylaws
that set forth, among other things, the structure, composition and operations of the CVRC; and
WHEREAS, on June 10, 2010, the CVRC adopted amended Bylaws; and
WHEREAS, on June 15, 2010, Council proposed several additional changes to those
Bylaws; and
WHEREAS, staff recommends adoption of the additional amendments to the 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
21000 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.
NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Chula Vista
Redevelopment Corporation does hereby amend the Chula Vista Redevelopment Corporation
Bylaws, subject to ratification by the Chula Vista City Council, and recommend that the Chula
Vista City Council ratify such amended Bylaws, as written on attached Exhibit 1 -CVRC
Bylaws.
Presented by
Gary'Halbeyt, AICP, PE '
Deputy Ci, Manager /Director of
Development Services
Approved as to form by
~~~
Miesfe
City Atto ey
Attachment:
Exhibit 1-CVRC Bylaws
CVRC Resolution 2010-016
Page 2
PASSED, APPROVED, and ADOPTED by the Chula Vista Redevelopment Corporation
of the City of Chula Vista, this 24th day of June 2010, by the following vote:
AYES: Directors: Munoz, Paul, Reyes, Chair Lewis
NAYS: Directors:
ABSENT: Directors: Desrochers, Flores, Salas
ABSTAIN: Directors:
ATTEST:
Eric C. Crockett, Secretary
STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
CITY OF CHULA VISTA )
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I, Eric C. Crockett, Secretary of the Chula Vista Redevelopment Corporation of the City of
Chula Vista, California, do hereby certify that the foregoing CVRC Resolution No. 2010-016
was duly passed, approved, and adopted by the Chula Vista Redevelopment Corporation at a
special meeting of the Chula Vista Redevelopment Corporation held on the 24`h day of June
2010.
Executed this 24th day of June 2010.
Eric C. Crockett, Secretary
ATTACHMENT]
BYLAWS
OF
CHULA VISTA REDEVELOPMENT CORPORATION
a California Nonprofit Public Benefit Corporation
TABLE OF CONTENTS
Paee
ARTICLE I NAME ................................................................................................. ............1
ARTICLE II OFFICES... ......................................................................................... .............1
Section 1. Principal Office .................................................................................. ............I
Section 2. Other Offices ...................................................................................... ............I
ARTICLE III PURPOSES AND OBJECTIVES,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,1
Section 1. Specific Purpose .................... ......... ......... ......... ..... ............I
Section 2. General Purposes.. ............................................................................. ............2
ARTICLE IV NONPARTISAN ACTIVITIES,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,, 2
ARTICLE V DEDICATION OF ASSETS ........................................................... ............2
ARTICLE VI MEMBERS ........................................................................................ ............3
Section 1. Directors as Members ....................................................................... ........... 3
Section 2. Meetings .............................................................................................. ........... 3
ARTICLE VII DIRECTORS ..................................................................................... ............3
Section 1. Powers ................................................................................................. ........... 3
Section 2. Number and Qualification of Directors,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,, 3
Section 3. Designation and Term of Office of Directors.,, ,,,,,,,,, ,,,,,, ,,,,,,,,,, 4
Section 4. Directors' Meetings ........................................................................... ............5
Section 5. Compensation .................................................................................... ............6
ARTICLE VIII OFFICERS. ........................................................................................ ............6
Section 1. Officers ................................................................................................ ............6
Section 2. Resignation of Officers .................................................................... .............6
Section 3. Vacancies in Office ........................................................................... .............~
Section 4. Chair of the Board ........................................................................... .............~
Section 5. Chief Executive Officer ................................................................... .............7
Section 6. Secretary ............................................................................................ .............~
Section 7. Chief Financial Officer .................................................................... .............7
Section 8. General Counsel ............................................................................... ............ 8
ARTICLE IX INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND AGENTS ...................................................... .............8
Section 1. Right of Indemnity ........................................................................... .............8
Section 2. Approval of Indemnity .................................................................... .............8
Section 3. Advancement of Expenses,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,9
Section 4. Insurance ........................................................................................... .............9
ARTICLE X RECORDS AND REPORTS .......................................................... ............9
Section 1. Maintenance of Corporate Records,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,9
TABLE OF CONTENTS
Paee
Section 2. Inspection by Directors ............................................................. ...................9
Section 3. Independent Audit and Annual Report,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,9
Section 4. Annual Statement of Certain Transactions and
IndemniScations ......................................................................... ...................10
ARTICLE XI COMPLIANCE WITH LAWS,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,11
Section 1. Application of Political Reform Act,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,11
Section 2. Application of Government Code Section 1090,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,11
Section 3. Compliance with Other Laws,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,11
ARTICLE XII GENERAL CORPORATE MATTERS,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,11
Section 1. Fiscal Year ................................................................................... ...................11
Section 2. CVRC Budget ............................................................................. ...................11
Section 3. Redevelopment Agency Priorities and Budget,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,12
Section 4. Investment Policy; Money Manager,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,12
Section 5. Checks, Drafts, Evidence of Indebtedness,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,12
Section 6. Corporate Contracts and Instruments,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,12
Section 7. Construction and Definitions,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,12
Section 8. Compliance With Public Records Act,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,12
ARTICLE XIII AMENDMENTS ........................................................................ ....................12
BYLAW S
OF
CHULA VISTA REDEVELOPMENT CORPORATION
a California Nonprofit Public Benefit Corporation
ARTICLE I
NAME
The name of this corporation shall be the CHULA VISTA REDEVELOPMENT
CORPORATION.
ARTICLE II
OFFICES
Section 1. Principal Office. The principal office for the transaction of the business
of the corporation ("principal executive office") is located at 276 Fourth Avenue, Chula Vista,
State of Califomia. The Directors may change the principal office from one location to another
in the City of Chula Vista. Any change of this location shall be noted by the secretary on these
Bylaws opposite this section, or this section may be amended to state the new location.
Section 2. Other Offices. The board of directors may at any time establish branch or
subordinate offices at any place or places in the City of Chula Vista where the corporation is
qualified to do business.
ARTICLE III
PURPOSES AND OBJECTIVES
Section 1. Specific Purpose. The specific and primary purpose of this corporation is
to carry out planning and redevelopment activities within such geographical area(s) of Chula
Vista as the Chula Vista City Council may designate from time to time by ordinance or
resolution, including:
(a) the conduct of delegable functions and responsibilities of the Planning
Commission and the Redevelopment Agency of the City of Chula Vista;
(b) the development of recommendations to the City Council and
Redevelopment Agency of the City of Chula Vista regarding non-delegable actions of
those governing bodies;
(c) the conduct of the functions and responsibilities of the Design Review
Board 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 501(c)(3) of the Internal Revenue
Code of 1986, as amended (the "Code").
Section 2. General Purposes. The general purposes of this corporation aze the
following:
(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 aze
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 aze not in furtherance of its purposes and objectives described above.
Notwithstanding the foregoing sentence, this corporation shall be subject to all applicable State
and Federal laws governing the conduct of local governmental entities, including but not limited
to the laws described in Article XI below.
ARTICLE V
DEDICATION OF ASSETS
The property of this corporation is irrevocably dedicated to charitable purposes and no
part of the net income or assets of this corporation shall ever inure to the benefit of any Director,
officer, or member hereof or to the benefit of any private person. Upon the dissolution or
winding up of this corporation, its assets remaining after payment, or provision for payment, of
all of its debts and liabilities shall be distributed to the Redevelopment Agency of the City of
Chula Vista provided that it is then an organization described in Section 170(c)(1) of the Code or
the corresponding provision of any future United States internal revenue law; and if not, such
assets shall be distributed to a nonprofit fund, foundation or corporation designated by the board
of directors which is organized and operated exclusively for charitable, educational or scientific
purposes and which has established its tax exempt status under Section 501(c)(3) of the Code or
the corresponding provision of any future United States internal revenue law.
ARTICLE VI
MEMBERS
Section 1. Directors as Members. This corporation shall have no members. Any
action which would otherwise require approval by a majority of all members or approval by the
members shall require only approval of the board of directors, as authorized by Section 5310 of
the California Nonprofit Corporation Law.
Section 2. Meetin>:s. There shall be no meetings of members as such. The persons
constituting the board of directors may, at any given time and from time to time, act in their
capacity as members pursuant to Section 1 of this Article VI, at meetings of the board of
directors held as provided in Section 4 of Article VII of these Bylaws.
ARTICLE VII
DIRECTORS
Section 1. Powers.
(a) General Corporate Powers. Subject to the provisions of the California
Nonprofit Corporation Law and any limitations in the articles of incorporation and these
Bylaws, the business and affairs of this corporation shall be managed, and all corporate
powers shall be exercised, by or under the direction of the boazd of directors; provided,
however, that in order to preserve the nonprofit, exempt-from-income-tax status of this
corporation, neither the board nor any member thereof shall do any act, or authorize or
suffer the doing of any act by an officer or employee of this corporation, on behalf of the
corporation, which is inconsistent with the articles or these Bylaws or the nonprofit
purpose of this corporation. Any such act or acts shall be null and void.
(b) Specific Powers. Without prejudice to these general powers, and subject
to the same limitations, the Directors shall have the power to:
(i) Change the principal office from one location to another in the
City of Chula Vista, Califomia; and designate any place within Chula Vista,
California, for the holding of any meeting or meetings.
(ii) Adopt, make, and use a corporate seal; and alter the form of the
seal.
(iii) Subject to approval by a majority of the City Council of the City of
Chula Vista, borrow money and incur indebtedness on behalf of this corporation
and cause to be executed and delivered for this corporation's purposes and
objectives, in the corporate name, promissory notes, bonds, debentures, deeds of
trust, mortgages, pledges, hypothecations, and other evidences of debt and
securities.
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Section 2. Number and Qualification_of Directors.
(a) Number of Directors. The number of Directors shall be a minimum of
five (5) Directors and up to a maximum of nine (9) Directors, none of whom shall be
persons serving as the duly elected or appointed members of the City Council of the City
of Chula Vista.
Section 3. Desienation and Term of Office of Directors.
(a) All Directors shall be designated and appointed by the City Council of the
City of Chula Vista. Unless removed by the Chula Vista City Council pursuant to
Section 3(f) of this Article VII, each Director shall hold office until a successor has been
appointed and qualified.
(b) The Directors shall be designated based on the criteria below. Directors
shall have expertise and experience in at least one of the following fields:
i. Architecture (Design Professional)
ii. Civil engineering (Design Professional)
iii. Environmental Planning (Design Professional)
iv. Urban planning and/or design (Design Professional)
v. Real Estate Development or Business Development
vi. Finance
vii. Redevelopment
viii. Land Use Law
ix. Environmental Law
x. Banking or Lending
xi. Commercial Real Estate Brokerage or Appraisal
xii. Affordable Housing Finance or Development
(c) The City Council of the City of Chula Vista shall designate Directors with
expertise and experience in the fields identified above to serve four-year terms. The
terms of service shall terminate on June 30`h of the fourth year. At least four of the
Directors at any given time must have expertise and experience in the fields identified
above as Design 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
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to a maximum of two (2) consecutive terms and an interval of two (2) years must pass
before a person who has served two (2) consecutive terms may be reappointed; provided,
further, that for the purpose of this section an appointment to fill an initial term or an
unexpired term of less than two (2) years in duration shall not be considered as a term;
however, any appointment to fill an initial term or an unexpired term in excess of two (2)
yeas shall be considered to be a full term.
(e) Events Causing Vacancy on the Board. A vacancy or vacancies on the
boazd of directors shall be deemed to exist on the occurrence of any of the following: (i)
the death, resignation, or removal of any Director, (ii) the declaration by resolution of the
board of directors of a vacancy of the office of Director who has been declazed of
unsound mind by an order of court or convicted of a felony or has been found by final
order or judgment of any court to have breached any duty under Article 3 of Chapter 2 of
the California Nonprofit Corporation Law, (iii) the vote of a majority of the City Council
of the City of Chula Vista to remove an Director with or without cause; (iv) the
expiration of the term of an Director who is not re-appointed to a subsequent teen 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 aze 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 the chair of the board, or to the chief
executive officer or the secretary of the board. The resignation shall be effective when
notice is given unless the notice specifies a later time for the resignation to become
effective. Directors serve at the pleasure of the City Council of the City of Chula Vista;
and the City Council of the City of Chula Vista may, by majority vote, at any time
remove any Director for any reason.
(g) Filling Vacancies. Vacancies in the office of Director shall be filled by
the City Council of the City of Chula Vista. Unless removed pursuant to Section 3(f) of
this Article VII, each Director so designated or elected shall hold office until a successor
has been elected and qualified.
(h) No Vacancy on Reduction of Number of Directors. Subject to any other
provisions of these bylaws, no reduction of the authorized number of Directors shall have
the effect of removing any Director before that Director's term of office expires.
Section 4. Directors' Meetines.
(a) Place of Meetines. Meetings of the board of directors may be held at any
place within the City of Chula Vista that has been designated from time to time by
resolution of the board or in the notice of the meeting. In the absence of such
designation, meetings shall be held at the principal office of this corporation.
(b) Annual Meetine. The annual meeting of the board of directors shall be
held each yeaz on a date and at a time designated by the board of directors. The date so
designated shall be within fifteen (15) months after the last annual meeting. At each
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annual meeting Directors subject to election shall be elected, officers shall be elected and
any other proper business may be transacted.
(c) Other Regulaz Meetings. Other regular meetings of the boazd of directors
may be held at such time and place as shall from time to time be fixed by the boazd of
directors.
(d) Special Meetings. Special meetings of the board of directors for any
purpose or purposes may be called at any time by the chair of the board, the chief
executive officer, or the secretary, or any two (2) Directors. Notice of the time and place
of special meetings shall be given to each Director in accordance with the Ralph M.
Brown Act, California Government Code Section 54950, et seq., ("Brown Act")
(e) uorum. A majority of the appointed number of Directors shall constitute
a quorum for the transaction of business. Every act or decision done or made by a
majority of the Directors present at a meeting duly held at which a quorum is present
shall be regarded as the act of the boazd of directors, subject to the more stringent
provisions of these Bylaws, the articles of incorporation, and the California Nonprofit
Corporation Law, including, without limitation, those provisions in these Bylaws and the
articles of incorporation relating to (i) the investment and management of the funds of
this corporation, and those provisions of the California Nonprofit Corporation Law
relating to a) approval of contracts or transactions in which a Director has a direct or
indirect material financial interest, b) appointment of committees, and c) indemnification
of Directors. A meeting at which a quorum is initially present may continue to transact
business, notwithstanding the withdrawal of Directors, if any action taken is approved by
at least a majority of the required quorum for that meeting.
(fj Adjournment. A majority of the Directors present, whether or not
constituting a quorum, may adjourn any meeting to another time and place.
(g) Notice of Adjotunment. Notice of the time and place of holding an
adjourned meeting shall be given in accordance with the Brown Act.
(h) Open Meeting Law Compliance. Notwithstanding any other provision of
these Bylaws, including but not limited to this Section 4 and Section 5 of Article VII, the
corporation shall be subject to, and comply with, all of the provisions of the Brown Act;
and the board of directors shall be deemed to be a "legislative body" as defined by the
Brown Act.
Section 5. Compensation. Directors may receive such compensation for their
services and reimbursement for costs and expenses incurred in service to the corporation, as may
be fixed or determined by resolution of the City Council of the City of Chula Vista, as may be
amended from time to time by the City Council.
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ARTICLE VIII
OFFICERS
Section 1. Officers. The officers of this corporation shall be a chair of the boazd 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 boazd.
Section 2. Resienation 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 nceessazy 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 boazd of directors. At the first regulaz meeting of the board of directors
following July ls` of every yeaz, or as soon as practical thereafter, the boazd shall elect a chair
and avice-chair from its members. The chair and vice-chair thus selected shall serve for a period
of one yeaz. 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.
Section 5. Chief Executive Ofcer. 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
executive officer shall have such other powers and duties as may be prescribed by the boazd 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 boazd 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 regulaz or special, and, if special, how authorized, the notice given, the
names of those present at such meetings, the number of Directors present or represented
at Directors' meetings, and the proceedings of such meetings.
(b) Notices, Agendas, Seal and Other Duties. The secretary shall give, or
cause to be given, notice of all meetings of the board of directors required by the Bylaws
or by law to be given, including but not limited to the agenda requirements of the Brown
10
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 boazd
of directors or the Bylaws.
Section 7. Chief Financial Officer. The Chief Financial Officer shall be the person
serving as the duly appointed Director of Finance of the City of Chula Vista, or his or her
designee. The Chief Financial Officer shall attend to the following:
(a) Books of Account. The Chief Financial Officer shall keep and maintain,
or cause to be kept and maintained, adequate and correct books and records of accounts
of the properties and business transactions of this corporation. The chief financial officer
shall send or cause to be given to the Directors such financial statements and reports as
aze required to be given by law, by these Bylaws, or by the boazd. The books of account
shall be open to inspection by any Director at all reasonable times.
(b) Corporate Budget and Audit. The Chief Financial Officer shall be
responsible for preparing and implementing the corporation's annual budget, and
reviewing the annual audit of the corporation's books and accounts.
(c) Deposit and Disbursement of Money and Valuables. The Chief Financial
Officer shall deposit and manage all money and other valuables in the name and to the
credit of this corporation with such depositories as may be designated by the boazd of
directors and the chief financial officer shall disburse the funds of this corporation as may
be ordered by the board of directors, in accordance with the provisions of these Bylaws.
The chief financial officer shall render to the chief executive officer and Directors,
whenever they request it, an account of all transactions effected by the Chief Financial
Officer and of the financial condition of this corporation. The chief financial officer shall
have such other powers and perform such other duties as may be prescribed by the board
of directors or the Bylaws.
(d) Bond. If required by the board of directors, the Chief Financial Officer
shall give this corporation a bond in the amount and with the surety or sureties specified
by the board of directors for faithful performance of the duties of such office and for
restoration to this corporation of all its books, papers, vouchers, money, and other
property of every kind in the possession or under control of the Chief Financial Officer
on such officer's death, resignation, retirement, or removal from office. The corporation
shall pay the costs of acquiring, and the annual premiums on, such bond.
Section 8. General Counsel. The general counsel to the corporation shall be the
person serving as the duly appointed or designated City Attorney of the City of Chula Vista, or
his or her designee. The General Counsel shall advise the corporation's board and officers,
oversee legal compliance of corporation activities, approve as to form all legal documents
approved or entered into by the corporation, and prepare all legal documents on behalf of the
corporation.
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ARTICLE IX
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS
Section 1. Rieht of Indemnity. To the fullest extent permitted by law, this
corporation shall indemnify any present or former Director, officer, employee or other "agent" of
the corporation, as that term is defined in Section 5238 of the California Nonprofit Corporation
Law, against all expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred by them in connection with any "proceeding," as that term is used in that
Section, and including an action by or in the right of the corporation, by reason of the fact that
the person is or was a person described in that section. "Expenses," as used in this bylaw, shall
have the same meaning as in Section 5238(a) of the California Corporations Code.
Section 2. Approval of Indemnity. 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 boazd 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 boazd cannot authorize
indemnification because the number of Directors who are parties to the proceeding with respect
to which indemnification is sought prevents the formation of a quorum of Directors who are not
parties to that proceeding, the board shall promptly call a meeting of members. At that meeting,
the members shall determine under Section 5238(e) of the California Corporations Code whether
the applicable standazd 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 boazd in a specific instance, expenses incurred by a person
seeking indemnification under Sections 5238(b) or 5238(c) of the California Corporations Code
in defending any proceeding covered by those Sections shall be advanced by the corporation
before final disposition of the proceeding, on receipt by the corporation of an undertaking by or
on behalf of that person that the advance will be repaid unless it is ultimately determined that the
person is entitled to be indemnified by the corporation for those expenses.
Section 4. Insurance. The corporation shall have the right to purchase and maintain
insurance to the full extent permitted by law on behalf of its officers, Directors, employees, and
other agents, against any liability asserted against or incun•ed by any officer, Director, employee,
or agent in such capacity or arising out of the officer's, Director's, employee's, or agent's status
as such.
ARTICLE X
RECORDS AND REPORTS
Section I. Maintenance of Corporate Records. The corporation shall keep:
(a) Adequate and correct books and records of account; and
(b) Written minutes of the proceedings of its board and committees of the
board.
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Section 2. Inspection by Directors. Every Director shall have the absolute right at
any reasonable time to inspect the corporation's books, records, documents of every kind,
physical properties, and the records of each of its subsidiaries. The inspection may be made in
person or by the Director's agent or attorney. The right of inspection includes the right to copy
and make extracts of documents.
Section 3. Independent Audit and Annual Report. The corporation shall cause an
independent annual financial audit and annual report to be sent to the Directors for review, and
be presented to the Chula Vista City Council, within six (6) months after the close of the
corporation's fiscal year. That audit and report shall contain the following information, in
appropriate detail, for the fiscal yeaz:
(a) The assets and liabilities, including the trust funds, of the corporation as of
the end of the fiscal year.
(b) The principal changes in assets and liabilities, including trust funds.
(c) The revenue or receipts of the corporation, both unrestricted and restricted
to particular purposes.
(d) The expenses or disbursements of the corporation for both general and
restricted purposes.
(e) Any information required by Section 4 below.
The annual independent audit and annual report shall be accompanied by any report on it
of independent accountants.
Section 4. Annual Statement of Certain Transactions and Indemnifications. As
part of the annual report to all Directors, or as a separate document if no annual report is issued,
the corporation shall annually prepare and furnish to each Director a statement of any transaction
or indemnification of the following kind within one hundred twenty (120) days after the end of
the corporation's fiscal yeaz:
(a) Any transaction (i) in which the corporation, its parent, or its subsidiary
was a party, (ii) in which an "interested person" had a direct or indirect material financial
interest, and (iii) which involved more than Fifty Thousand Dollars ($50,000.00), or was
one of a number of transactions with the same interested person involving, in the
aggregate, more than Fifty Thousand Dollars ($50,000.00). For this purpose, an
"interested person" is either of the following:
(i) Any Director or officer of the corporation, its pazent, or subsidiazy
(but mere common Directorship shall not be considered such an interest); or
(ii) Any holder of more than ten percent (10%) of the voting power of
the corporation, its parent, or its subsidiary. The statement shall include a brief
description of the transaction, the names of interested persons involved, their
relationship to the corporation, the nature of their interest in the transaction and, if
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practicable, the amount of that interest, provided that if the transaction was with a
partnership in which the interested person is a partner, only the interest of the
partnership need be stated.
(b) Any indemnifications or advances aggregating more than Ten Thousand
Dollars ($10,000.00) paid during the fiscal year to any officer or Director of the
corporation under Article IX of these Bylaws, unless that indemnification has already
been approved by the Directors under Section 5238(e) (2) of the California Corporations
Code.
ARTICLE XI
COMPLIANCE WITH LAWS
Section 1. Application of Political Reform Act. Notwithstanding any other
provision of these Bylaws, the corporation shall be subject to, and comply with, all of the
provisions of the Political Reform Act of 1976, Government Code Section 81000, et seq,
("PRA"), as amended from time to time. The corporation shall be deemed to bean "agency,"
and each Director and officer shall be deemed to be a "designated employee," as defined in the
PRA. Each Director and officer shall be subject to the conflict of interest reporting and
disqualification requirements of the PRA. The board of directors shall adopt, periodically
review, and, if necessary, amend, a "conflict of interest code" as such term is defined in the PRA.
Section 2. Application of Government Code Section 1090. No Director shall be
financially interested in any contract made by him or her in his or her official capacity as a
Director or by the corporation. Nor shall any Director be a purchaser at any sale or vendors at
any purchase made by him or her in his or her official capacity as a Director or made by the
board of directors. The prohibitions in this Section 2 shall be interpreted in the same manner as
the prohibitions contained in Government Code Section 1090, et. seq.
Section 3. Compliance with Other Laws. This corporation and its officers shall be
subject to all applicable local, State and Federal laws, and all ordinances and resolutions of the
City of Chula Vista, including those governing the conduct of bodies, commissions and
committees of the City and members of such bodies, commissions and committees.
ARTICLE XII
GENERAL CORPORATE MATTERS
Section 1. Fiscal Year. The fiscal year of this corporation shall commence on July 1
and conclude on the immediately following June 30.
Section 2. CVRC Budget. Prior to the commencement of each fiscal yeaz of this
corporation, the boazd 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 yeaz; provided, however, that during its first fiscal
year, the boazd of directors shall adopt a budget for that initial yeaz 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 yeaz
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of the corporation, exceeds the budget for that fiscal yeaz 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 Agency 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: Money 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 Counci] 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
boazd of directors or within the agency power of an officer, no officer, agent or employee shall
have any power or authority to bind this corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or for any amount.
Section 7. Construction and Definitions. Unless the context requires otherwise, the
general provisions, rules of construction, and definitions in the California Nonprofit Corporation
Law shall govern the construction of these Bylaws. Without limiting the generality of the above,
the masculine gender includes the feminine and neuter, the singulaz number includes the plural,
the plural number includes the singulaz, and the term "person" includes both a legal entity and a
natural person.
Section 8. Compliance With Public Records Act. The Corporation shall comply
with and be subject to the provisions of the California Public Records Act, California
Government Code Section 6250 et. seq. The Corporation shall be deemed a "Local Agency" as
that term is used in the California Public Records Act, and as such, shall be subject to all
obligations and exemptions under the California Public Records Act.
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ARTICLE XIII
AMENDMENTS
New Bylaws may be adopted or these Bylaws may be amended or repealed by a majority
vote of the board of directors, subject to the ratification by the City Council of the City of Chula
Vista.
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