SR-106-004 (9)
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Counell Mtg. 3/26/85
Santa MonLca, California
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MAR 2 6 1985
TO:
Mayor and City Council
FROH:
Arts Commission
SUBJECT:
Amendments to the Bylaws and Articles of Incorpora-
tion of the Santa Monica Arts Foundation and an Ap-
pointment to Fll1 the Vacancy on Lts Board of
Directors
INTRODUCTION
This report requests that City Councl1:
A. Approve three amendments to the Bylaws of the Santa Monica
Arts Foundatlon,
B. Approve one amendment to the Artlcles of Incorporatlon of the
Santa Monica Arts Foundation, and
C. Approve the appointment of Michael McCarty to fill a vacancy
on the Foundation's Board of Directors.
BACKGROUND
A. Amendments to the Bylaws
Accordlng to Artlcle XI, Beetlon 4 of the Bylaws of the Santa
Monlca Arts Foundatlon as approved by City Councl1 on
February 28, 1984, these bylaws may be amended by Council on
the recommendation of the Foundation's Board of Directors and
the Arts Commlssion. The following three amendments to the
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MAR 26 1985
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Bylaws were approved by the Arts Foundat~on at its rneet~ng on
January 24, 1985, and by the Arts Commission at its meeting
on February 25, 1985:
1. To amend Article I of the Bylaws by changing the name of
the Foundatlon from "The Santa Monica Arts Foundation,
Inc." to "The Arts Foundation of Santa Monica, Inc.tr
The Foundat~on and the Arts Commisslon belleve that such
a change in name w~ll enhance the fundra~sing ab~lity of
the Foundation.
2. To amend Article V, Section 2 of the Bylaws by increasing
the authorized number of Directors from "nine (9)" to "a
rninlmum of nJ.ne (9) and a maximum of fifteen (15)."
The Foundation and the Arts CommJ.ssion belJ.eve that an
increase J.n the number of Dlrectors wlll expand and lrn-
prove the Foundatlon's fundraising abillty.
3. To amend Article V, Section 3 of the Bylaws by changing
the election and the term of offlce of D~rectors from:
"All nine (9) dlrectors shall serve as director for an
inltial term of three (3) years and shall then serve an
additlonal term as follows: (i) three (3) dlrectors
shall serve for three (3) years; (~i) three (3) dlrectors
shall serve for two (2) years; and (iil) three (3) dlrec-
tors shall serve for one (1) year."
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To:
"All directors appointed dur1.ng the initial three (3)
years shall serve as director unt1.l the completion of the
in1.tial three (3)-year period. After that period, these
directors shall serve an addl.tional term as follows: (i)
approximately one-third (1/3) of the dl.rectors shall
serve for three (3) yearsi (ii) approximately one-thlrd
(1/3) of the directors shall serve for two (2) years; and
(iii) approxl.mately one-th1rd (1/3) of the directors
shall serve for one (1) year."
This amendment is necessary 1.n order to implement the
previous amendment which 1.ncreases the number of
dl.rectors.
B. Amendment to the Articles of Incorporation
1. To amend Artl.cle I of the Art1.cles of Incorporat1.on by
changing the name of the Foundatl.on from "The Santa Moni-
ca Arts Foundation, Inc." to "The Arts Foundation of San-
ta Monica, Inc."
Th1.s amendment 1.S necessary in order to maintain cons1.S-
tency wl.th the 1dentical amendment to the bylaws.
C. Appointment of M1chael McCarty to the Board of Directors
Accord1ng to Article V, Section 3 of the Foundation Bylaws,
vacancies on the Board are fll1ed by City Counc1.1 upon the
recommendatlon of the Arts Commission. At 1tS meeting on
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February 25, 1985, the Arts CommlssloP recomme~ded that
MIchael McCarty be appointed to replace William Mortensep,
who has resIgned.
MIchael Mcrarty IS a restauranteur and owner of MIchael's,
1147 3rd street, Santa MOPIca. Mr. McCarty has an IPterest
IP CIVIC affaIrs apd publIC art apd wIll be d catalyst for
contlPulng support for the FoupdatloP.
BUDGET/FINANCIAL IMPACT
There is no budget Impact on the CIty resultlPg from these amend-
mepts to the Bylaws or thIS appolntmept to the Board of DIrectors
of the FoupdatloP.
RECOMHENDATION
It IS respectfully recommerded that CIty COUPCll:
A. Approve these three amepdme~ts to the Bylaws of the Arts
FoundatIon apd; pursuant to ArtIcle XI, SectIon 4; dIrect the
CIty Clerk to provIde wrlttep potlflcatlor to the Foupdatlon
of such approval,
B. Approve thIS one amepdment to the ArtIcles of IncorporatIon
of the Fourdatlor, and
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AppoInt MIchael McCarty to fIll the vacancy on the Fourda-
tlor's Board of DIrectors.
Prepared by: DaVId Lutz, DIrector, Arts CommissloP
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