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SR-106-025 ~ CltyClerk:AMS:sm~ Council Meetlng:~ctober 1, 19A5 santa~nica, California t- 1~--:8 I' t?~,. t/z 5' OCT 1 1985 TO: Mayor and Councilmembers FROM: City Clerk SUBJECT: DISCUSSION RESTORATION VACANCIES OF NUMBER CORPORATION OF DIRECTORS ON AND NOMINATIONS THE TO PIER FILL IntroductIon This report provides informatlon for Council dIScussion of the number of members on the PIer RestoratIon CorporatIon's Board of DIrectors and for appointments to flll vacanCIes. ~ackaround R~8ardln6 Number of DIrectors On M~y 10, ~983, Council approved In concept the formatlon of a nIne-member PRC Board of Directors. On September 13, 1983, the matter of appoi"ltment of members to the PRC was presented. At thIS meetIng, C::>uncilmember EpsteIn made a successful motlon to increase the number of members on the Board of DIrectors from 9 to 11. After the vote on nomlnations, Mayor Edwards made a successful m::>tIon (superseding Councllmember Epsteln's motIon) to Increase the nunber of members on the Board of DIrectors from 11 to 12. Subsequently, the number of DIrectors on the PRC (12) became part of the PRe Bylaws WhICh were adopted by CouncIl at the ~ovember 15, 1983, CouncIl meeting. Bylaw ArtIcle III (Directors), SectIon 2, currently states: uThe authorIzed number of dIrectors shall be twelve (12) until changed by amendment of the Articles or by a Byl awl! . At the August 13, 1985, CIty Council meeting, dlscussion was held regardIng the fIllIng of - 1 - 1cf(~ CityClerk:AMS:s~ Council Meeting:~ctober 1, 1985 santa4ltnica, California three PRC vacancies and Council asked for staff to report on the appropriate number of Directors that should be on the PRe. Gall Markens, Ex ecu t i v e Dl rector of the PRC, has indicated to our offIce that the matter of the number of Directors has been dIscussed at a recent PRC meetIng. No obJectIons were stated to reducing the number of DIrectors to 11. Recommendations RegardIng Number of DIrectors If the Council desires to reduce the number of members on the Board of DIrectors, a motIon IS requested to so amend the PRC Articles and Bylaws. ~ackground Re6ardIng Ap~oIntment to FIll ~urrent VacancIes Three vacancies now exist for the term endIng November 12, 1986 due to resignations. (Four addi tIonal vacanCIes will occur ir November 1985 caused by expIrIng terms. As indIcated In a staff report to you on August 8th, a notIce has been pUblIshed inVIting applIcatIons to fill these expIrIng terms. Appointment WIll bE made at the CIty CouncIl meeting of November 12th). In regard to the current vacanCIes before the CouncIl, the following nomInations have been receIved as of September 25, 19B?: APPLICANTS: NOMINATED BY: Ken Genser Mayor Reed BIll Brantley Mayor Reed Cheryl Rhoden Ma yo r Reed John Given Mayor Pro Tempore JennIngs - 2 - *" CityClerk:AMS:sm~ Council Meetlng:~ctober 1, 1985 santa~onlca, CalIfornia Cheryl Rhoden Mayor Pro Tempore Jennings Steven Soboroff Mayor Pro Tempore Jennings RecommendatIons Re&ardln6 Appointments The CouncIl may, among other actIons, make motIons to accept late applicatIons and late nominations, make nomInations, and appoint members to fIll the vacancies on the PIer RestoratIon CorporatIon. /l h'! ~'-- I' J 1 ru(jlLe~ Prepared by: Ann M. Shore CIty Clerk - 3 - What IS 1 t an amendment to the bylaws? u_~,__ "_~ I think the proper dIre-c~~~o~--:O-~I-~ be i~r the, I thIn-~ 1 t requIres both the Cl ty and the Pler Restoration ' ~~ CorporatIon Board to change the bylaws. ------------ - - -~ - Weli~~c the s~r~tockhOider, however Its done, we would l2ke It done. ",J_ #~ OCTOBER 1, & EpsteIn: Reed: Epsteln: Reed: Reed: Epstein: Reed: EpsteIn: Reed: Myers: EpsteIn: Reed: Myers: Reed: - e /c..f- } 3 ,~ i C! -I ~ r" 1985 COUNCIL MEETING AppoIntment of members to PIer Restoration CorporatIon and dIScussIon regardIng number of members. I would move that we appoInt Ken Genser and CherYl(j) Rhoden and by unanImous consent and thEt _we _ d].E"_ec.t __~ j. I guess the City Attorney to prepare an amendment to p the bylaws reducing the number of dIrectors to 11. By one seat? By one seat to 11. Second Okay, we have IndIvIduals by Councllmember CommissIoner prepare the membership of dIScussion? a motion and a second to appOInt two unanImous consent Cheryl Rhoden former and Ken Genser, former Planning and to direct the City Attorney to approprIate ordinances to reduce the the Board by one member. I~ there any That would be effectIve, you know, when the expiratIon of the terms in November. Well, the ordinance would- be brought back will be effectIve on the date of the adoption of the ordinance and everythIng, but we would like the City Attorney, if you can, to prepare that and brIng it back to us so that we have It before us at least for fIrst readIng before the... It is not an ord inane e, it would be an amendment to the They have communIcated wi th us Informally that they support the notIon of haVIng an odd number. It is not an ord Inance, it would be a byl aw amendment that the Pler Restoration can (garbled) cooperatIvely before If you could effectuate that by our fIrst meeting In November I guess that would be helpful. - 1 - ~ ~ e e lane: The question I have IS that why would we bother, If we sImply choose to appoInt 11 and hold the other seat vacant then as a matter of bUSIness we would simply not have to deal with. Reed: Well, It IS a little cleaner to have Just an 11 member board for purposes of quorums. Jennings: Well, the quorum would be 7 if they had 12, you have to have one more than the maJorIty. lane: and 6 If you have 11? Reed: For some of these boards they have had d IffIcul ties this board has. Conn: It's okay with me, I don't care. Reed: Alright, we have the motion before us to make the two apPoIntments and to i~_t,r\Jc.t.....--...the CIty __Attorney to proceed to _effe.;.tu:a:fe . the r~duc tlotl_ by one_ the total" -memb-erS1i.i P of that board. May we have a roll call, --vreii,5-~-; . Conn: Aye. EpsteIn: Yes. Jennings: Yes. lane: Yes. Reed: Yes. Shore: The motion carries. JJ members - 2 -