SR-106-004
~
...
.
~-6
.
I Ob- ()ot/
~!~.. 2 _4 1.9~Ovyu.
Santa Monica, CaliforH!~'" /'l .. t"t~ .
CA:RMM:lmcd276jhpc
City Council Meeting 4-24-90
. MAY 1 1990
STAFF REPORT
I r _ - .,.
. ....... ......" -",.
TO:
Mayor and city Council
FROM:
City Attorney
SUBJECT:
Ordinance Amending Santa Monica Municipal
Code Sections 2931 and 2932 and Adding
section 2937, Relating to the Santa Monica
Arts Commission; Approval of Amendment of By-Laws
of the Santa Monica Arts Foundation; Appointments
to Effectuate Consolidation of Governing Bodies
of the Santa Monica Arts commission and the
Santa Monica Arts Foundation
BACKGROUND
On July II, 1989, City staff presented a recommendation
approved by the Santa Monica Arts Commission and the Santa Monica
Arts Foundation regarding a revised organizational structure for
the community's cultural leadership groups. At that time, the
city Council directed the City Attorney to revise the ordinance
creating the Santa Monica Arts Commission and the By-Laws of the
Santa Monica
Foundation
in accordance with
Arts
staff
recommendations.
On April 10, 1990, the City Attorney presented for first
reading an amended ordinance and proposed amended By-Laws in
compliance with the direction of the City Council and presented
the names of certain persons needing appointment to the Santa
Monica Arts Commission and to the Santa Monica Arts Foundation to
- 1 -
iAY~ B
1\PR 2 A 1990
.
.
make the membership of both groups the same, thereby effectuating
the reorganization directed by the City council.
REVISED BY-LAWS
On April 11, 1990, the Santa Monica Arts Foundation
attempted to meet to adopt the form of By-laws approved by the
ci ty Council. However, the Foundation was unable to adopt the
revised By-laws or to transact any other business because of its
inability to convene a quorum. On April 17, 1990, a quorum was
finally able to be convened by unanimous written consent. The
Foundation approved an amended form of By-laws (pending final
approval by the City Council) slightly different in substance
from that approved by the city Council on April 10. The form of
By-laws provisionally adopted by the Foundation would reduce the
number of authorized directors to 17 and would establish as a
quorum, a majority of the directors then in office. In all other
respects, the By-laws adopted by the Foundation were identical to
those approved by the City Council on April 10. The Foundation
accepted the resignations of two directors, Loveday Raben and
Robert Maguire, and further requested that City staff present the
revised form of By-laws to the City Council for its approval.
The amended By-laws of the Santa Monica Arts Foundation
presented with this Staff Report are identical to the amended
By-laws presented at the April 10, 1990, city Council meeting,
except that:
1. The authorized member of Foundation directors shall be
seventeen (17).
- 2 -
.
.
2. A majority of the Foundation directors then in office
shall constitute a quorum.
REVISED ORDINANCE
To effectuate the desire of the City Council that the
number of directors of the Foundation be the same as the number
of commissioners of the Santa Monica Arts Commission, the city
Attorney's office then again revised the Ordinance establishing
the Santa Monica Arts Commission.
The amended ordinance
presented with this Staff Report is identical to the amended
ordinance presented at the April 10 City Council meeting, except
that:
1. The number of commissioners is reduced to seventeen
(17) .
2. A majority of the Commissioners then in office shall
constitute a quorum.
APPOINTMENT OF NEW COMMISSIONERS
In light of the recent resignations of the Foundation
Directors,
the following persons should be appointed as
Commissioners:
Gene Burleson
Bruria Finkel
Sheila Goldberg
Michael McCarty
patricia Dougherty
Philip Glusker
Marvin Zeidler
Chuck Workman
APPOINTMENT OF NEW DIRECTORS TO SANTA MONICA ARTS FOUNDATION
The following persons shOUld be appointed as Directors of
the Santa Monica Arts Foundation:
Roger Genser
Tim Miller
Lindsay Shields
Charlotte Houghton
Peter Norton
Johanne Todd
- 3 -
e
e
RECOMMENDATION
It is respectfully recommended that:
1. The accompanying ordinance be introduced for first
reading.
2. The accompanying form of Amendment to By-Laws of the
Santa Monica Arts Foundation, Inc. be approved and, shall be
effective on the effective date of the accompanying ordinance.
3. Upon the effective date of the accompanying ordinance,
Gene Burleson, Patricia Dougherty, Bruria Finkel, Philip Glusker,
Sheila Goldberg, Michael McCarty, Chuck Workman, and Marvin
Zeidler are appointed Commissioners of the Santa Monica Arts
commission.
4. Upon the effective date of the accompanying ordinance,
Roger Genser, Charlotte Houghton, Tim Miller, Peter Norton,
Lindsay Shields, and Johanne Todd are appointed Directors of the
Santa Monica Arts Foundation.
PREPARED BY: Robert M. Myers, city Attorney
Linda A. Mills-Coyne, Deputy City Attorney
Barbara Franklin-Moran, Director of Cultural
and Recreation Services
Janis Van Dyck, Assistant Director of
Cultural and Recreation services
- 4 -
.
.
CA:RMM:rmd987jhpca
City Council Meeting 4-24-90
Santa Monica, California
ORDINANCE NUMBER
(City Council series)
AN ORDINANCE OF THE CITY COUNCIL OF THE
CITY OF SANTA MONICA AMENDING SANTA MONICA MUNICIPAL
CODE SECTIONS 2931 AND 2932 AND ADDING SECTION 2937 TO THE
SANTA MONICA MUNICIPAL CODE RELATING TO THE SANTA
MONICA ARTS COMMISSION
THE CITY COUNCIL OF THE CITY OF SANTA MONICA DOES ORDAIN AS
FOLLOWS:
SECTION 1.
Santa Monica Municipal Code section 2931 is
amended to read as follows:
SECTION 2931.
Creation of Arts
commission.
(a) Pursuant to Section 1000 of the
city Charter, an Arts Commission is hereby
created. The Commission shall consist of
seventeen (17) members. A majority of the
members in office at any time shall
constitute a quorum. The members shall be
appointed by the City council. Except as
otherwise provided in this Chapter, the
Commission and Commissioners shall be
subject to all the terms of Article X of
the City Charter setting forth procedures
- 1 -
.
.
for appointment of Commissioners, terms,
and meetings.
(b) Except as otherwise provided in
Section 2937, all Commissioners shall
reside or work in the City and shall be
actively involved in the arts. From and
after April 10, 1990, any person appointed
as a Commissioner must be a Director of
the Santa Monica Arts Foundation. The
Commission shall represent the diversity
of the community and shall include
minorities and working artists in the
following disciplines:
(1) Performing arts such as
drama, music, and dance.
(2) Visual arts such as
painting, sculpture, photography,
graphics, video art, and applied art.
(3) Communications arts such
as film, television, and radio.
(4) Literary arts such as
literature, poetry, and journalism.
Commissioners may represent one or
more of the disciplines indicated above.
(c) Except as otherwise provided in
section 2937, no Commissioner shall serve
more than two (2) full consecutive terms.
- 2 -
.
.
SECTION 2. Santa Monica Municipal Code Section 2932 is
amended to read as follows:
SECTION 2932. Staff. The
Commission shall have a staff the amount
and type of which shall be determined by
the city Council during the regular city
budget process. The staff shall report
directly to the Director of Cultural and
Recreation services. In hiring staff, the
Director of Cultural and Recreation
Services shall consult with the
Commission. Decision-making matters of
administrative concern shall rest with the
Director of Cultural and Recreation
Services.
SECTION 3 . Section 2937 is added to the Santa Monica
Municipal Code to read as follows:
SECTION 2937. Transition
Provisions.
(a) The requirement that a
Commissioner work or reside in the City of
Santa Monica shall not apply to any person
who was a director of the Santa Monica
Arts Foundation on April 10, 1990.
(b) Any person who was a director
of the Santa Monica Arts Foundation as of
April 10, 1990, but not a member of the
- 3 -
.
.
commission on such date, shall have the
length of his or her initial term on the
commission determined as follows:
Foundation directors shall draw lots of
one, two, three, and four year initial
terms. Any Foundation director drawing a
lot for a one, two, or three year initial
term shall be eligible to serve two
additional four year terms. Any
Foundation director drawing a lot for a
four year initial term shall be eligible
to serve one additional four year term.
SECTION 4. Any provision of the Santa Monica Municipal
Code or appendices thereto inconsistent with the provisions of
this Ordinance, to the extent of such inconsistencies and no
further, are hereby repealed or modified to that extent necessary
to affect the provisions of this Ordinance.
SECTION 5. If any section, subsection, sentence, clause,
or phrase of this Ordinance is for any reason held to be invalid
or unconstitutional by a decision of any court of competent
jurisdiction, such decision shall not affect the validity of the
remaining portions of this Ordinance. The city Council hereby
declares that it would have passed this ordinance, and each and
every section, subsection, sentence, clause, or phrase not
declared invalid or unconstitutional without regard to whether
any portion of the Ordinance would be subsequently declared
invalid or unconstitutional.
- 4 -
.
.
SECTION 6. The Mayor sha~~ sign and the City Clerk shall
attest to the passage of this Ordinance. The city Clerk shall
cause the same to be published once in the official newspaper
within 15 days after its adoption. This Ordinance sha~l become
effective after 30 days from its adoption.
APPROVED AS TO FORM:
I~"""""""'~
ROBERT M. MYERS ()
City Attorney
- 5 -
.
.
AMENDMENT TO BY-LAWS OF SANTA MONICA ARTS
FOUNDATION, INC.
RESOLVED, that Section 2, section 3, and section 9 of
Article V, Directors, and section 1 of Article X,
Indemnification, of the By-laws of the Santa Monica Arts
Foundation, Inc., are hereby amended and restated in full as
follows:
ARTICLE V:
section 2 . NUMBER AND QUALIFICATION OF
DIRECTORS. The authorized number of directors shall
be seventeen (17). All directors shall live or work
in the City of Santa Monica; provided, however, that
this requirement shall not apply to any director who
was a director of this corporation on April 10,
1990. All directors must be residents of the state
of California.
section 3 . ELECTION AND TERM OF OFFICE OF
DIRECTORS. All directors shall be appointed by the
ci ty Council of the City of santa Monica upon the
recommendation of the Santa Monica Arts commission.
From and after April 10, 1990, all persons appointed
as directors must be members of the Santa Monica
Arts Commission. All directors shall be appointed
for terms of the lesser of (i) three (3) years, or
- 1 -
.
.
(ii) such director's remaining term as a
commissioner of the Santa Monica Arts Foundation.
section 9. QUORUM. A majority of the number
of directors in office shall constitute a quorum for
the transaction of business, except to adjourn as
provided in section 12 of this Article V. Every act
or decision done 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 board of
directors, subj ect to the provisions of the
California Nonprofit Corporation Law, except those
provisions relating to (i) approval of contracts or
transactions in which a director has a direct or
indirect material financial interest, (ii)
appointment of committees, and (iii) 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.
ARTICLE X:
Section 1. STATUTORY INDEMNITY. This
corporation shall indemnify its present and former
directors, officers and employees to the fullest
extent permitted by the California Nonprofit Public
Benefit Corporation Law.
- 2 -