SR-106-005 (5)
e _
~ City of
Santa Monica@
City Council Report
City Council Meeting: August 8,2006
Agenda Item: ~
To:
Mayor and City Council
From:
Martin Kennerly, Acting Director, Resource Management Department
Subject:
Approval of Bayside District Corporation's Work Plan and Budget for FY
2006-07 and Amended By-Laws
Recommended Action
This report recommends that the Santa Monica City Council:
1. Approve Bayside District Corporation's Budget and Work Plan for FY 2006-07,
and;
2. Approve Bayside District Corporation's Amended By-Laws.
Executive Summary
Bayside District Corporation ("BDC") Board of Directors has approved a Work Program
and Budget for FY 2006-07. The Work Plan sets forth a number of important on-going
programs that address maintenance, marketing and venue management. A new initiative
during FY 2006-07 will be to evaluate business and property owner support for a new
assessment. Program activities are supported by a budget of $1 ,042,256.
Of BDC's expected revenues in FY 2006-07, 84% comes from the City. The City collects
two special assessments from businesses in the Downtown community. One assessment
is from businesses within the Central Business District which totals $217,000 and is
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directly passed through to the BDC. The second assessment is from businesses within
the smaller Bayside District. The funds raised through this assessment support programs
and services to the Bayside District including a contribution to BDC in the amount of
$636,100.
Council also is asked to approve BDC's amended by-laws. The amendments were minor
and were made to bring the by-laws into conformance with State law.
Discussion
The Bayside Services Agreement dated December 3, 2004, calls for the BDC to submit
for Council approval a Work Plan and Budget that describes BDC's planned activities
and services, with a corresponding Budget for the up-coming fiscal year. The Services
Agreement also calls for Council's approval of BDC's by-laws.
Operations and Marketina Plan
The Operations and Marketing Plan describes several on-going programs. These
include serving as a liaison for coordinating special maintenance activities, and
monitoring street performers, filming and special events. BDC is responsible for
marketing the district and will be promoting and advertising the Bayside District through a
number of different outlets. Local outlets include publication and distribution of the
Bayside Beat and use of the local press, web-based media and cable television,
including "spotlights" on local businesses. BDC updates the area's directories and
publishes other visitor materials. Outreach to the region will be through advertisements at
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the Hollywood Bowl and LA Magazine. BOG will continue to sponsor special events,
including the Winterlit Holiday program that will be conducted in partnership with Santa
Monica Place. In addition, Bayside advises the City on projects and programs that affect
the Bayside District and facilitates discussions between the Gity and the business
community.
During FY 2006-07 the Operations and Marketing Plan highlights a special initiative that
will involve outreach to the community to determine the level of support for an increased
assessment to fund an expansion of programs and activities. With the assistance of
Progressive Urban Management Associates, Bayside will engage the larger community
in a discussion that will occur during fall 2006, with a possible recommendation coming to
Council in spring 2007.
BDC Budqet for FY 2006-07
Expenses for Fiscal Year 2006-07 are projected to increase by 8.35% from the previous
year. Personnel costs will increase by $66,320 to provide support for the assessment
effort and other BDC activities. Of the total budget for personnel, 80% is for program
related staff support and 20% is for administrative staff support. The budget for Business
Development is expected to increase by $28,000 over the previous year due to an
increase in 'consultant services related to the new initiative. Marketing and Promotions
will increase by $7,668, but these expenses are to be offset by a $17,000 cost savings in
Operations and Maintenance and a $4,725 reduction in Administrative Expenses.
BOG's revenue and expenditures for FY 2006-07 are as follows:
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I
Revenues FY 2005-06 FY 2006-07 % Variance % of Total
City of Santa Monica $620,900 $633,318 2.00% 62.87%
Central Business
District $210,000 $217,000 3.33% 21.54%
Dolphin Donations $5,000 $5,000 0.00% 0.50%
Special Event $60,000 $65,000 8.33% 6.45%
Filming $60,000 $65,000 8.33% 6.45%
Interest $6,000 $22,000 266.67% 2.18%
Revenue $961,000 $1,007,318 100.00%
Carry forward from
previous year $32,156
Total Revenue $1,042,256
Expenditures
Personnel $401,900 $468,220 16.50% 44.92%
Administration $167,890 $163,165 -2.81% 15.65%
Business Development $46,250 $74,250 60.54% 7.12%
Marketing & Promotion $302,500 $310,168 2.53% 29.76%
Operations &
Maintenance $38,000 $21,000 -44.74% 2.01%
Dolphin Donation
Program $5,360 $5,453 1.74% 0.52%
Total Expenditure $961,900 $1,042,256 8.35% 100.00%
Bvlaws
At its meeting held April 27, 2006, the BDC Board of Directors approved revisions to its
by-laws. For the most part, the by-law changes were minor and were made to bring the
by-laws into conformance with State law. Among the changes that were made was a
change to allow for notification of special meetings by email and to require six Directors
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to approve appointment of the Executive Director. The revised by-laws eliminate Article
4, Section 4, Disclosure Statements and Conflict of Interest, because BDC, as a non-
profit, is subject to State Law regarding Disclosure and Conflict of Interest, whether
included or not. Since State law may change from time to time, the Board determined
that this Section should be eliminated to avoid a potential for confusion.
Commission Action
BDC approved its bylaws at its meeting April 27, 2006, its Budget for FY 2006-07 at its
meeting May 25, 2006, and its Operations and Marketing Plan at its meeting June 22,
2006.
Budqet/Financiallmpact
Approval of the Work Plan and Budget imposes no additional budget or financial impact
on the City. City funding for the BDC in the amount of $636,100 is included in the City's
FY 2006-07 Budget at account No. 30625.577070.
Prepared by:
Miriam Mack, Economic Development Manager
Approved:
h...SJ' ..~
Martin Kennerly, Acting Di ector,
Resource Management 0 partment
Attachments
Bayside District Corporation Operations and Marketing Plan and Budget FY 2006-07
Amended and Restated Bylaws Bayside District Corporation
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BAYSIDE DISTRICT CORPORATION
Operations and Marketing Plan
and
Budget
Fiscal Year 2006/2007
Table of Contents
BDC Mission Statement
Roles and Responsibilities
Executive Summary
Special Initiative
Operations
Marketing, Promotions and Public Relations
Venue and Performance Management
Staff
Board of Directors
Budget
Page
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3
4
5
8
13
16
18
18
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Bayside District Corporation Mission Statement
On behalf of the City of Santa Monica, to promote economic stability, growth and
community life within the Bayside District through responsible planning, development,
management, and coordination of programs, projects and services designed to benefit the
community as a whole; which includes the District's businesses, property owners, visitors
and residents.
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Roles and Responsibilities
The BDC is responsible for promoting the continued economic revitalization of the
Downtown as well as programs, projects, and services that benefit Santa Monica
residents, Downtown merchants, property owners, customers and visitors.
· Organizing, advising, and/or conducting marketing and advertising campaigns for
the benefit of the Downtown;
· Organizing, advising, and/or conducting promotions and special events that attract
and benefit local residents, customers, and visitors to the Downtown;
Advising the City regarding long-term planning and zoning issues, retail mix,
streetscape and capital improvement projects, public parking projects, signage,
specific discretionary planning and zoning cases, and developmental strategies in
order to enhance the economic vitality of the Downtown to benefit local residents
and continue as a community resource;
· Assisting in the identification, location and development of new businesses in the
Downtown that will enhance its economic vitality;
· Advising the City on operational issues involved in management of the
Downtown, including but not limited to, leasing and management of City-owned
property, maintenance and security concerns, parking operations, vending cart
operations, outdoor dining, and the City's Farmers Market program;
· Organizing and facilitating filming and special events in the Downtown;
· Advising merchants, property owners, and others with business interests in the
Downtown on private property issues including, but not limited to, retail mix,
merchandising, maintenance, and security concerns;
· Serving as an advocate on behalf of merchants, property owners, tenants leasing
City-owned real estate, and the general public on issues affecting the continued
vitality of the Downtown;
· Serving as liaison with other local governments and professional organizations
seeking information on the development or current operations of the Downtown;
· Upon request of merchants, property owners, or residents with the Downtown,
advocating various means of providing funding and implementation of additional
measures of service in the Downtown that are not covered by the assessment
districts and business improvement areas in place as of June 24, 1998;
Administering or providing enhanced services and other activities for the
Downtown as determined by the BDC staff and Board of Directors consistent
with the Working Plan.
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Executive Summary
Overview
Bayside District Corporation has been hard at work pursuing alternatives to enhance and
maintain our Downtown. Along with our regular course of work, outlined in the
following pages, we would like to emphasize the following new programs:
· Exploration of new assessments that could fund much needed improvements and
enhanced services in Downtown.
· Establishment of a new Promenade lighting program.
· New art banners by artist Lita Albuquerque.
· A new, attended pilot restrooms program and participation in the City's seismic
retrofit of Parking Structure #4.
· A new Downtown guide established by our marketing committee will focus our
visitor's attention on new and interesting activities in the Downtown.
· New advertising formats shifting away from traditional print
· An updated web site
· More ethnic and cultural events.
Efforts still underway include parking, traffic and circulation relief as well as theatre
redevelopment in Downtown. Both programs are essential to the long-term vitality of the
District.
The Bayside District Board and staff look forward to an exciting year ahead!
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Special Initiative
Unveiled to the public in 1989, today its sustained success confirms that the Third Street
Promenade and Downtown Santa Monica, with its wealth of boutiques, bookstores,
theaters and cafes, is not simply an outdoor shopping mall, but a dynamic urban district
unlike any other in the region.
This year Bayside District Corporation will move forward on the evaluation and possible
upgrades to the operational and capital needs in Downtown. With the aging
infrastructure, and new competition in the marketplace, BDC is poised to assess the
current operations and research current needs to keep the destination strong for years to
come.
Working in conjunction with a special consultant, BDC will establish goals and priorities
with the community for Downtown. This will be done in a variety of ways, including
outreach to the businesses and merchant community as well as residents and visitors who
frequent Downtown.
Once the community process is complete, and our goals established, we will work
together to assess funding mechanisms to pay for our established goals.
Existinl,! Assessments
There are two property-based assessments and two business-based assessments within the
downtown area.
Property Based Assessments:
I) The Bayside District Mall Assessment secures the bonded indebtedness that paid
for the 1989 improvements that transformed what was formerly the Santa Monica
Mall, into the Third Street Promenade and surrounding Bayside District.
Assessments rates are broken down into zones of benefit. The bonds mature in
2016. In FY 2005-06, debt service was $1.2 million per year, based on the
following:
Zone 1: 1,143,361 sq. ft. @ $0.78/sf
Zone 2: 711,458 sq. ft. @ $0.27/sf
Zone 3: 706,136 sq. ft. @ $0.22/sf
2) The Parking Developer Fee, passed concurrently with the Mall Assessment, as an
in-lieu parking fee on properties within the district that do not provide parking
when new commercial square foot is added. The rate is $1.50/sf of commercial
development that did not provide on-site parking. In FY 2005-06, the City
assessed this fee on 41 properties that generated $559,000.
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Boundaries for both assessments are Second Street, Fourth Street, and the Third
Street Promenade between Wilshire Blvd. and Broadway Ave.
The amounts are collected with the owner's property tax bill from the County
Assessor's Office.
Business-based assessments:
1) The "Assessment for Retail Businesses Only" formerly known as the Central
Business District Retail Tax established in 1966 consists of all Retail businesses
located between the centerline of Ocean Avenue to the centerline of 7th Street,
and the centerline of the Santa Monica Freeway to 200 feet northwesterly of the
centerline of Wilshire Boulevard. Retail businesses within this district are
assessed and at a rate of 1/15th of 1 % of taxable sales per year up to a maximum
of $1,000. During FY 04-05, 863 businesses paid this assessment and generated
approximately $211,000.
2)
The "Operations & Maintenance Assessment District" established in 1986
encompasses 2nd, 3rd and 4th street between Wilshire and Broadway. Businesses
are assessed one times the business license tax up to a maximum of $21 K (or
alternative sq. ft fee). During FY 04-05, 622 businesses paid this assessment and
generated approximately $819,000.
Business-based assessments are collected by the City and are transferred by grant of City
Council to the Bayside District Corporation, a public benefit management company that
works in partnership with the City to provide enhanced maintenance and marketing in the
District and advise the City regarding long-term planning and economic issues facing the
District.
Analvsis
In our evaluation, we will ask the following questions:
1. Does the commercial community need additional services that are not currently
being provided by either the City or Bayside? If so, what are they and what is
their cost?
2. Does a different level or type of service require an adjustment in the service area
boundaries? If so, what are appropriate boundaries for a new/revised service area?
3. Should the City amend or replace the type of assessment district(s) now in place,
and/or amend or replace the methodes) of assessment to meet new goals for the
delivery of programs and services?
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4. What are the most appropriate legal and financing mechanisms (business-based
BID, property-based BID, other) for raising the amount of funds needed to
achieve the desired goal and for managing the adopted programs and initiatives?
Proiected Process
Bayside District Corporation, in conjunction with the consultant, will:
· Analyze and review background information as provided by the City.
· Meet with stakeholder groups and individuals including City staff, Bayside
District Corporation members, and possibly ad hoc committees to understand the
issues, concerns, and goals.
· Compile a parcel database of all parcels, businesses and properties within the
affected area with an accompanying matrix of how assessments would be
distributed among stakeholders.
· Perform research and advise the City of available legal options regarding
possibilities and feasible next steps, and advise the advisory group to help them
come to a consensus on the preferred organizational model and service delivery ,
system.
· Review recommendations and prepare and deliver a presentation of the findings
in appropriate settings, including at a Bayside District Corporation Board
meeting, ad hoc committee meetings and City Council study session or regular
meeting.
Conclusion
Once this process is complete, Bayside District Corporation will be able to determine the
final steps to either move forward on new assessments or re-structure current operations.
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Operations
Overview
It is the priority of the Bayside District Corporation Operations and Maintenance
Department to achieve high standards in the fields of maintenance, public safety, and
customer service. This goal must be consistent in all public facilities within the Bayside
and Downtown District.
The Bayside District Corporation Operations Department works in conjunction with The
City of Santa Monica Resource Management Division to meet our objectives and to
ensure the completion of special maintenance and District improvement objectives. This
coordination consists of all project phases, from conception to completion, including: job
initiation, qualification, request for bids, and all other necessary steps. The BDC also
works with the City in its management of vendors contracted to assist the City with
maintenance needs. These vendors include: landscaping, vector control, and Promenade
fountain maintenance.
It is the mandate of the Operations Department to work directly with the necessary City
of Santa Monica maintenance departments in order to meet its objectives. This work
includes the initiation of Work Requests for general repair projects relating to electrical,
landscaping, construction, graffiti removal, lighting, and pest control.
The Bayside District Corporation also assists with the City on projects impacting the
Downtown District. The BDC monitors and assists in the management of these projects.
They include the lobby restoration in Parking Structure #5, the selection of a merchant
for the 1400 Third Street Pavilion, and the management of the new Promenade vending
cart program.
The Operations Department is also responsible for maintaining its role as the chief liaison
between tenants and all City-owned property. The Bayside District Corporation
coordinates the repairs to these facilities, as well as provides guidance to these tenants in
their relations with the City. The City and the BDC also work in conjunction in the
processing and operation of the Outdoor Dining Agreements for the Third Street
Promenade and the Transit Mall and the enforcement of sign compliance with the
Downtown District.
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Obiectives
· Create a strong Downtown brand that is recognizable throughout the District
· Make informed recommendations to the City and Bayside Board on major
operations projects with the District.
· Develop solid, dependable relationships with the City to ensure Bayside
Operations Department effectiveness throughout the District in projects relating to
maintenance, standards of cleanliness, and all other District projects and daily
tasks.
· Advocate for all merchants and residents within the Downtown District
· Maintain a strict and timely schedule on all repeated projects to ensure the
optimal effectiveness of the maintenance cycle.
Strate2ies
The Bayside District Corporation will maintain a healthy relationship with City staff and
work in concert with the City to meet our objectives. We must meet the challenges of our
environment and budget limitations and succeed in our goals of maintaining high
standards of cleanliness, maintenance, and customer service.
On-Goinf! Proiects
The following projects are budgeted and managed through the Bayside District
Corporation.
· Tree Lights on Third Street Promenade
Once per year the trees on the Promenade are trimmed, and new lights are
installed or refurbished.
· Back-lit Promenade Directories
Twice each year the backlit directories and maps on the Promenade and in the
Parking Structures are updated and replaced. In addition, replacements are
installed for broken or damaged signs. We also perform routine maintenance on
the lexan pieces that cover the directories.
· Dolphin Change Program
Oversee cash pick-up and counting, and the repairs to money collection boxes
throughout the Downtown.
· Holiday Decor and Lighting Program
In 2005, the BDC enlisted Winterlit manufacturer Scenario Design, Inc., to
transform the original Winterlit to a new design using the existing elements.
Using tradition holiday themes, Scenario developed a new design, which proved
successful and will be used again this season.
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The following projects are budgeted through the City of Santa Monica Resource
Management Department. Bayside District Corporation works in conjunction with this
Department to coordinate maintenance projects in the District. The Maintenance and
Operations Department typically oversee these efforts.
Routine Maintenance Proiects
Routine maintenance items are generally on-going projects that are required to keep the
District's high standards intact. Projects in this category may include, but are not limited
to the following:
.
Kiosk cleaning
2x/ year
.
Concrete/dinosaurs chemically washed
(environmentally sound)
2x/year
.
Bayside sidewalk deep cleaning
4x/year
.
Paint lamp poles and Promenade directories
1 x/year
.
Kiosk door maintenance
annually / as needed
.
Decorative tree lights 2nd/4th and Transit Mall
lx/year
.
Kiosk window washing
monthly
.
Awning cleaning Parking Structure #5
2x/year
.
Vector Management
monthly / as needed
.
Deep cleaning of 2nd and 3rd Court alleys
I x/year
.
Dinosaur Repair
as needed
.
Parking Structure Sign Maintenance
as needed
.
Deep cleaning of four crosswalks
4x/year
.
HV / AC maintenance for PS#5 Businesses
4x/year
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Special Maintenance Projects
Special maintenance items are those projects that are longer lasting once repairs or
replacement is completed. Several items on this list require immediate attention given
the age of the Promenade.
· Assist the City of Santa Monica in the monitored pilot restroom project in Parking
Structures #3 and #4
· Assist the City in establishment of a permanent, monitored restroom facility in
Parking Structure #4
· Monitor and assist in all Downtown municipal construction projects including 2nd
and 4th Street enhancements, California Incline, etc.
· Manage the installation of Winter lit 2006
· Install LED tree lighting in Promenade jacarandas
· Replacement of Promenade overhead art banners
· Work with City of Santa Monica Solid Waste Department to replace private trash
and recycling pick up with City service and improve the overall appearance of the
2nd and 3rd Ct. alleys
· Add more metal Bayside branding discs to 2nd and 3rd Ct. alleys
· Implement and manage Bayside District Ambassador Program. The Bayside
District Corporation is currently researching ambassador programs throughout the
country and is in the process of writing a Request for Proposals for a program
unique to our downtown.
· Fund and implement Capital Improvement Projects throughout the Downtown.
The Bayside District Corporation, in conjunction with the Resource Management
Department of the City of Santa Monica, has identified several maintenance
projects that need immediate attention. These projects will restore vibrancy to the
Downtown and keep us ahead of the maintenance curve. They include:
· Parking structure fayade improvements
· Exterior parking structure painting
· Improved and expanded trash bin rooms
· Monitored restroom project
· Promenade tree replacement
· Electrical upgrades on the Promenade
· Concrete restoration study
· Wayfinding signage study
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Goals for Department
.
Succeed in addressing key capital improvement projects for the District.
.
Maintain a comprehensive capital improvement/replacement list that targets
projects, identifies when they will be addressed, and forecasts their financial
impact in future budgets
.
Improve the communicationltimelines for all projects and maintenance occurring
within the Downtown
.
Maintain a system that outlines all Bayside generated work requests and follows
and updates them from conception to completion
.
Create a database that outlines all non-Bays ide projects and follows and updates
them from conception to completion
.
Improve the cleanliness of the Downtown parking structures by working with the
City to institute a regular painting and maintenance program.
.
Continue to expand the Bayside District operational functions throughout the
Downtown as budget allows.
.
Increase the Bayside District Corporation maintenance budget through City of
Santa Monica Resource Management Division.
.
Maintain the maintenance and cleanliness of the District.
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Marketing
Overview
BDC Marketing promotes Downtown Santa Monica including the world-famous Third
Street Promenade. This 30-block area is unique to Los Angeles with its pedestrian-
friendly layout and proximity to the beach and the Santa Monica Pier.
BDC Marketing uses its creativity and resources to create, develop and execute an overall
marketing plan. The plan involves advertising, events, customer service, community
outreach and public relations to achieve its goals and objectives.
Objectives
· Encourage visitors to the area
· Enhance the visitor experience
· Develop communication and community relations
· Provide customer service to local residents, merchants and visitors
· Assist small business in promotions, advertising and marketing
Strate2ies
BDC Marketing helps drive traffic to the area by placing a regular and consistent
advertising campaign that targets locals and visitors. BDC also works with area
businesses and the Santa Monica CVB to develop programs that will drive customers into
their stores or restaurants. Marketing works with community groups, merchants and
marketing companies to plan and execute events that add fun and excitement to a visitors'
day. The visual appeal of the Promenade will be updated with a new art banner
installation this year. Marketing will continue to produce the Bayside Beat and provide
hot sheets to the media updating them on business openings. And tools such as a new,
quarterly visitors guide and the downtownsm.com web site will continue to be a valuable
resource for our customers.
Advertisin2 and Promotion
Advertising and promotion is an important part of the marketing strategy. Advertising
will be directed away from print advertising and more toward cable television including
City TV.
Local Market
Surfsantamonica.com, The Mirror, Santa Monica Daily Press, City TV and Adelphia
cable television
Employee Discount Program
The Employee Discount Program gets updated each month. This one-sheet is distributed
through the Bayside Beat newsletter and posted to the web site.
Regional Market
Hollywood Bowl, Los Angeles Magazine
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Tourist Market
Santa Monica Official Visitors Guide, Santa Monica Official Map, participation in the
Santa Monica VIP program (produced by the SMCVB) and Where Magazine
Events
The focus this year will be toward cultural and ethnic events and promotions on the
Promenade; and moving away from Bayside sponsored events.
Marketing serves the community by fielding hundreds of event inqumes. Various
organizations including non-profits, community businesses and corporate companies
request event information. Events require staff to screen calls, process applications,
coordinate logistics and communicate with other City entities including Santa Monica
Police and Fire Departments. Events generate revenue for Bayside District Corporation
that in turn, gets re-invested into the overall marketing effort.
The community has enjoyed annual events such as Earth Day and Jaycees Car Show.
Barnes and Noble, Apple and Adidas are some of the merchants that have held events and
many local student groups -SAMOHI, Cross Roads School - perform during the year.
Corporate businesses such as Senseo, Jet Blue and the California Milk Council have also
held promotions in the area.
One of the most notable events this year was our partnership with KCRW and Story
Corp, which we hope to pursue into the future with a permanent or semi-permanent
location on the Promenade.
Community Outreach/Public Relations
It is important to maintain communications and public relations with customers, visitors,
merchants and the media. Marketing achieves its communications duties by using various
strategies.
Bayside Beat
This monthly newsletter has grown during the past 5 years and is a resourceful piece for
merchants and the general community. Marketing will continue developing educational
stories and streamlining the newsletter's production.
Media Programs
Marketing will continue to work with Santa Monica's City TV to develop "spotlights" on
local businesses for the "Santa Monica Update" segment and pitch ideas for the "Get
Out" lifestyle show. There are also plans to work with City TV to produce b-roll footage
that will serve as a visual piece for broadcast media.
Merchant Meetings
Merchant meetings will continue to take an open discussion format. This has proven very
effective in the past year and helps Bayside understand the issues and needs of local
businesses. Marketing also will visit merchants one-on-one in order to communicate
information and find out the current state of business.
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Public Relations
Quality press releases are generated and distributed to appropriate media. Topics such as
new business announcements, special events and goodwill projects including the Dolphin
Change program, help to generate positive coverage for Bayside District.
Customer Service Tools
Web Site
Bayside District Corporation's official web site URL's are thirdstreetpromenade.com and
downtownsm.com. Marketing will continue to invest in the web site in order to increase
speed and efficiency. Staff updates event and meeting information as well as business
listings.
Visitor Serving Materials
A new program introduced this year will be a quarterly publication with merchant
listings, events and promotions. Produced in conjunction with an outside firm, this
advertising driven piece will provide our merchants and visitors with more accurate
information on a regular basis than our old format.
Outdoor Directories
There are 12 outdoor backlit directories located on the Promenade. These directories are
updated annually. In addition, 8 directories are located in each parking garage and the
parking office. The "Around the Corner" Campaign will be updated this fiscal year
incorporating a new design and new business call outs.
Special Proiects
Construction Mitigation
Marketing will provide updates to merchants and the community on the planned upgrades
of 2nd & 4th Street as well as the redevelopment of Santa Monica Place.
Art Banners
Marketing has worked in conjunction with the Arts Commission to create new banners
for Third Street Promenade created by Lita Alburquerque. These banners will be
installed at the beginning of the fiscal year.
Winterlit Holiday 2006
The holiday program will be coordinated once again with our partner, Santa Monica
Place. Focusing on driving shoppers to the District, we will promote the Downtown
events and promotions via advertising, local schools, etc.
Santa Monica Holiday Campaign
Formerly known as Shop Santa Monica, marketing will work with City officials and
other community organizations to develop a new Santa Monica holiday campaign.
Components of the campaign may include light pole banners, over the street banners,
advertising and shopping bags.
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Venue and Performance Management
BDC's Venue and Performance Management is responsible for overseeing the
Promenade, Transit Malls and Central Business District during high-impact times,
traditionally Thursday through Sunday. The Venue and Performance Management
functions range from managing street performers and free speech activists, to
coordinating special events and promotions, as well as responding to operational issues
that occur during the course of the weekends.
In carrying out the various responsibilities, the Venue Manager works with street
performers, religious groups, nonprofit entities, marketing and public relations firms, film
companies, event managers, the Santa Monica Police Department (SMPD), the Santa
Monica City Attorney's Office and the Promenade's maintenance crew. One of the goals
of the Venue Manager is to develop a positive environment for all parties involved in the
area - performers, merchants, event operators and visitors alike.
In cooperation with the SMPD, the Venue Manager also assists in reporting and
curtailing the unauthorized use of public space for filming, sales and promotions, graffiti
and vandalism.
Objectives
The five key objectives for Venue and Performance Management are:
· Maintain strong working relationships among BDC stake-holders, the City of
Santa Monica, the Promenade's maintenance crew and the SMPD as they relate to
the implementation and continued enforcement of the Performer's Ordinance and
attention to the general aesthetics of the Promenade.
· Contribute to the early phases of event planning in order to reduce
misunderstandings, miscommunication and the misuse of the Promenade.
· Continue to facilitate communications among performers, merchants and the
SMPD in order to maintain functional and professional relationships with these
core groups.
· Foster, support and promote the development of the Promenade's talent base.
· Work together with the SMPD, performers and stakeholders to make a positive
impact on the noise violations on the Promenade.
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Stratel!ies
BDC shall, at the discretion of the City, host weekly orientation meetings for new
performers and for performers who are renewing their permits. These meeting will
provide performers with an opportunity to learn about the ordinance and give them the
best opportunity to abide by the law. This requirement must be approved by City
Council, and BDC, in conjunction with the performers will bring this to Council this
year.
One way to stay engaged with the performer community is to provide artists and
entertainers with regular information updates as regards special events that may impact
their performance space. Additionally, maintaining regular office hours and a high profile
on the Promenade, making the Venue Manager available for conflict resolution and
problem solving, serves to reassure the community that their needs are important and are
being addressed.
BDC will meet regularly with the SMPD regarding performer issues.
As necessary, the Venue Manager will continue to host street performer meetings to
discuss and air ideas from all sides of the street equation. In the past these meetings have
been an effective way for performers to vent frustration in a less public location than the
Promenade itself. As well, performer meetings have led to positive changes in how all
sides perceive and ultimately work with each other.
The Venue Manager will meet weekly with BDC Operations to cover any structural
issues that arise during the course of a weekend, such as graffiti, vandalism or normal
wear-and-tear.
On a weekly basis also, the Venue Manager will meet with BDC' s Marketing Manager to
review upcoming events and debrief on prior events. As well, the Venue Manager will
work with the marketing department to add street performer names and contact
information to downtownsm.com, and to ensure that the content is current.
17
Bayside District Corporation
Staff
2006/2007
Executive Director
Kathleen Rawson
Operations Manager
Andrew Thomas
Marketing Manager
Marivi Valcourt
Venue Manager
Stephen Bradford
Administrative Assistant
Linn Wile
Receptionist
Genea Demitroff
Board of Directors
2005/2006
Barbara Bryan
Michael Guerin
Patricia Hoffman
Jennifer Hranilovich
David Martin
Rob Rader
Bill Tucker
Joahnnes Van Tilburg
Kelley Wallace
John Warfel
Marvin Zeidler
18
40100 Central Business District Assessrr $200,334 $210,000 $219,000 $217,000 3.3%
40300 Dolphin Donations $6,504 $5,000 $6,000 $5,000 0.0%
40400 Special Events $67,500 $60,000 $70,000 $65,000 8.3%
40500 Filming Revenue $76,525 $60,000 $60,000 $65,000 8.3%
41 000 Interest $10,322 $6,000 $20,000 $22,000 266.7%
42000 Other $0
TOTAL INCOME $97t,6()~ $961,9QQ $995,9QO $1.j007,~1.6 4.7%
,
PERSONNEL
60100 Salaries $290,299 $310,000 $305,000 $358,000 15.5%
60900 Payroll Taxes $23,555 $27,900 $27,450 $32,220 15.5%
60700 Insurance Benefits $49,231 $48,000 $64,000 $64,000 33.3%
60800 Pension $12,101 $16,000 $14,000 $14,000 -12.5%
:rOTA. $375,186 $401,9()() $410,45() $468,2~O 16.5%
ADMINISTRATION
60200 Bank Charges $200 $200 $200 $200 0.0%
60300 General Office Supplies $11,447 $12,500 $9,500 $11,500 -8.0%
60400 Occupancy $79,021 $82,490 $81,805 $84,390 2.3%
60500 Telephone /Internet $7,975 $9,500 $8,500 $9,500 0.0%
60600 Printing $709 $1,500 $350 $1,500 0.0%
61000 Professional Services $18,232 $20,450 $19,250 $20,750 1.5%
61100 Outside Services $200 $1,000 $0 $250 -75.0%
61200 Equipment Rental $3,309 $3,000 $3,400 $3,750 25.0%
61300 Taxes & Licenses $35 $50 $120 $125 150.0%
61400 Repairs & Maintenance $4,967 $2,000 $500 $1,500 -25.0%
61500 Membership & Subscriptions $1,737 $1,000 $1,000 $1,200 20.0%
61700 Postage $7,956 $9,000 $9,000 $9,000 0.0%
61800 Travel and Auto $24 $200 $200 $200 0.0%
61900 Education & Staff Develo pment $601 $1,000 $600 $1,000 0.0%
62400 Documentation $369 $500 $400 $400 -20.0%
62700 Insurance $12,724 $20,000 $12,600 $14,400 -28.0%
62800 Parking - not part of "Occupancy' $2,970 $3,000 $2,500 $3,000 0.0%
62900 Service Recognition $500 $250 $500 0.0%
TOTAl $1$2;476 $167,890 $150,175 $163,165 -2.8%
BUSINESS DEVELOPMENT
62000 Meetings $4,657 $6,750 $6,050 $8,250 22.2%
62100 Development $5,345 $4,500 $4,500 $6,000 33.3%
62200 Consultants $33,990 $35,000 $35,000 $60,000 71.4%
61600 Entertainment $0 $0 $0 0.0%
TOT AI $43,992 $46,250 $45i$5() $74,.250 60.5%
6/5/06
$60,000 $69,000 $68,000 $62,000 -10.1%
$4,727 $10,000 $8,200 $4,250 -57.5%
$95,020 $99,000 $112,000 $71,500 -27.8%
$41,213 $75,000 $65,000 $111,218 48.3%
$2,450 $2,000 $2,500 $9,000 350.0%
$30,746 $32,000 $32,000 $0 -100.0%
$14,518 $9,000 $12,000 $21,000 133.3%
$4,000 $0 $0 -100.0%
$2,500 $1,000 $1,200 -52.0%
$0 $0 $30,000 new
$302,500 $~(JQ,7(Jp $310,168 2.5%
OPERATIONS & MAINTENANCE
64000 Banners $0 $0 $30,000 $1,000 new
64100 Li htin $20,000 $38,000 $18,600 $20,000 -47.4%
$20,POO $3$,000 $48;6(J0 $21,000 -44.7%
$112 $360 $337 $303 -15.8%
$5,150 $5,000 $5,150 $5,150 3.0%
$5,262 $5,360 $$;4$7 $5,453 1.7%
TOTAL EXPENDITURES
TOTAL INCOME
BALANCE
Carried over from last year
I BALANCE I
$34,938
6/5/06
AMENDED AND RESTATED BYLAWS
BAYSIDE DISTRICT CORPORATION
a California non-profit public benefit Corporation
ARTICLE 1. OFFICES
Section 1. Principal Office. The principal office of the Bayside District Corporation
(the "Corporation") shall be fixed and located at such place in the City of Santa Monica,
California as the Board of Directors (the "Board") shall determine. The Board is granted full
power and authority to change the principal office from one location to another.
Section 2. Other Offices. Branch or subordinate offices may be established at any
time by the Board at any place or places.
ARTICLE 2. MEMBERS
Section 1. Member. The City of Santa Monica (the "City") shall be the sole
Member (the "Member") of the Corporation and shall act through its City Council (the "City
Council") in accordance with the City Charter, the City's Municipal Code and applicable state
laws. The function of the Member shall be to elect the Board of Directors, to initiate and approve
any amendment to these Bylaws, to approve the Corporation's budget and to perform other
duties as the Board of Directors may from time to time assign or establish with the prior approval
ofthe Member.
Section 2. Meetings of Member. An annual meeting of the Member of the
Corporation shall be held each year at such time and place as may be determined by the Member.
A special meeting ofthe Member may be held upon call by the Member. All meetings of the
Member shall be conducted at meetings of the City Council, and shall be placed on the agenda of
the City Council, in accordance with the City Council's regular procedures.
Section 3. Notice of Meetings. Written notice of each annual or special meeting
shall be given to the Member either personally or by mail or other means of written
communication, charges prepaid, addressed to such Member as follows: City of Santa Monica,
1685 Main Street, Santa Monica, California 90401, Attention: Office of the City Clerk or to such
other address or addresses as shall be given by it to the Corporation for the purpose of notice. All
such notices shall be sent to the Member not fewer than ten (10) nor more than ninety (90) days
before each meeting; shall specify the place, day and hour of such meeting; shall state the
general matter of the business or proposal to be considered or acted upon at such meeting; and
shall contain a request that the City Clerk ("City Clerk") of the City of Santa Monica give such
public notice of the meeting as may be required by the Ralph M. Brown Act (California
Government Code sections 54950 et seq.). Such notice shall also be given to the City Manager
(the "City Manager") of the City of Santa Monica. Such notice shall comply with section 5511
ofthe California Nonprofit Public Benefit Corporation Law.
[:/124181_ 4.DOC/041806/3616.002:April 18, 2oo6J
Section 4. Quorum. The presence in person of a majority of the City Council shall
constitute a quorum for the transaction of business at all meetings.
Section 5. Action. Membership action shall be effective upon written notification to
the Corporation by the City Clerk.
ARTICLE3. DIRECTORS
Section 1. Powers. Subject to limitations of the Articles and these Bylaws, the
activities and affairs of the Corporation shall be conducted, managed and controlled, and all
corporate powers shall be exercised by or under the direction ofthe Board. The Board may
delegate the management of the activities of the Corporation to an Executive Director and Staff,
to any other person or persons, or to committees however composed, provided that the activities
and affairs ofthe Corporation shall be managed and all corporate powers shall be exercised
under the ultimate direction of the Board. Without prejudice to such general powers, but subject
to the same limitations, it is hereby expressly declared that the Board shall have the following
powers in addition to the other powers enumerated in these Bylaws:
(a) To select and remove an Executive Director, officers, agents, and
employees of the Corporation, prescribe powers and duties for them as may not be inconsistent
with law, the Articles, or these Bylaws, fix their compensation, and require from them security
for faithful service; provided, however, that the selection of the Executive Director of the
Corporation shall be subject to the express written consent of the City Manager.
(b) To adopt, make and use a corporate seal and to alter the form of such seal
from time to time as they may deem best.
(c) To borrow money and incur indebtedness for the purposes of the
Corporation, and to cause to be executed and delivered therefor, in the corporate name,
promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other
evidences of debt and securities therefor, subject, however, to the approval of the Member. Such
approval may be general and need not be specific in nature.
(d) To carry on a business at a profit and apply any profit that results from the
business activity to any activity in which it may lawfully engage, subject, however, to the
restrictions contained in the Articles.
Section 2. Number of Directors. The authorized number of Directors shall be
eleven (11) until changed by amendment ofthe Articles or by a Bylaw.
Section 3. Election and Term of Office. Directors shall be elected by the Member.
Directors shall serve for terms offour (4) years as determined by the Member. Unless othetwise
authorized in accordance with the policies and procedures of the Member, Directors shall serve
no more than two (2) consecutive terms. The Member shall adopt a nomination and election
procedure that complies with Section 5520 of the California Nonprofit Public Benefit
Corporation Law.
[:/124181_ 4.DOCJ041806/3616.002:ApriI18, 2006]
2
Section 4. Vacancies. Subject to the provisions of Section 5226 ofthe California
Nonprofit Public Benefit Corporation Law, any Director may resign effective upon giving
written notice to the Chair of the Board, the Secretary, or the Board, unless the notice specifies a
later time for the effectiveness of such resignation. If the resignation is effective at a future time,
a successor may be elected before such time, to take office when the resignation becomes
effective.
(a) Vacancies in the Board shall be filled by the Member. Each Director so
selected shall hold office until the expiration of the term of the replaced Director and until a
successor has been elected and qualified.
(b) A vacancy or vacancies in the Board shall be deemed to exist in case of
the death, resignation, or removal of any Director, or if the authorized number of Directors is
increased.
(c) The City Council may declare vacant the office of a Director who has
been declared of unsound mind by a final order of court, or convicted of a felony, or found by a
final order or judgment of any court to have breached any duty arising under Article 3 of the
California Nonprofit Public Benefit Corporation Law or who has failed to attend six (6) regular
meetings of the Board within a twelve (12) month period. A Director may be removed without
cause by the vote of five (5) City Council members. A removed Director's successor may be
elected immediately.
(d) No reduction ofthe authorized number of Directors shall have the effect of
removing any Director prior to the expiration of the Director's term of office.
Section 5. Place of Meeting. Meetings of the Board shall be held at any place within
the City of Santa Monica, State of California which is open to the public and which has been
designated from time to time by the B'oard. In the absence of such designation, regular meetings
shall be held at the principal office of the Corporation, in which case the principal office of the
corporation shall be open to the public for the meeting of the Board.
Section 6. Annual Meetings. The Board shall hold an annual meeting for the
purpose of organization, election of officers, and the transaction of other business.
Section 7. Regular Meetings. Regular meetings of the Board shall be held on such
dates and at such times as may be fixed by the Board. At least ten (10) monthly meetings shall be
held during each full fiscal year. Notice of regular meetings shall be sent to the City Clerk, the
Santa Monica Police Department and the Santa Monica Public Library not fewer than three (3)
nor more than ten (10) days before such meeting. In addition such notice shall, to the extent
possible, be posted on the website of the Corporation. The notice shall specify the business
intended to be conducted at the meeting, but any business transacted at such meeting shall be
validly conducted, so long as not otherwise inconsistent with law, the Articles or these Bylaws.
Section 8. Special Meetings. Special meetings ofthe Board for any purpose or
purposes may be called at any time by the Chair of the Board, the Executive Director, any Vice
Chair, the Secretary, or any six (6) Directors.
[:fI24181_4.DOCf041806/3616.002:ApriI18.2006]
3
Special meetings ofthe Board shall be held upon four (4) days notice by first-class mail
or 48 hours notice given personally or by telephone, telegraph, telex, email, or other similar
means of communication. Any such notice shall be addressed or delivered to each Director at
such Director's address as it is shown upon the records ofthe Corporation or as may have been
given to the Corporation by the Director for purposes of notice or, if such address is not shown
on such records or is not readily ascertainable, at the place in which the meetings of the Directors
are regularly held. Such notice shall also (a) be given to the City Clerk, the Santa Monica Police
Department and the Santa Monica Public Library; and (b) shall, to the extent possible, be posted
on the web site of the Corporation. The notice shall specify the purpose of the meeting, but any
business transacted at such meeting shall be validly conducted, so long as not otherwise
inconsistent with law, the Articles or these Bylaws.
Notice by mail shall be deemed to have been given at the time a written notice is
deposited in the United States mails, postage prepaid. Any other written notice shall be deemed
to have been given at the time it is personally delivered to the recipient or is delivered to a
common carrier for transmission, or actually transmitted by the person giving the notice by
electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is
communicated, in person or by telephone or wireless, to the recipient or to a person at the office
of the recipient who the person giving the notice has reason to believe will promptly
communicate it to the receiver.
Section 9. Quorum. Six (6) Directors constitute a quorum ofthe Board for the
transaction of business, except to adjourn as provided in Section 12 ofthis Article 3. Every act or
decision done or made by a majority of the number of (but no fewer than five) Directors present
at a meeting duly held at which a quorum is present shall be regarded as the act of the Board,
unless a greater number is required by law, by the Articles or by these Bylaws.
Section 10. Participation in Meetings by Conference Telephone. Members ofthe
Board may participate in a meeting through use of conference telephone or similar
communications equipment, so long as all persons participating in or present at such meeting can
hear one another, and so long as not less than a quorum of the Board is present in person at the
meeting. In order to vote at such a meeting, any Director participating through the use of
conference telephone or similar communications equipment must have so participat~d for the
entire portion of such meeting preceding such vote.
Section 11. Waiver of Notice. Notice of a meeting need not be given to any Director
who signs a waiver of notice or a written consent to holding the meeting or an approval of the
minutes thereof, whether before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to such Director. All such
waivers, consents, and approvals shall be filed with the corporate records or made a part of the
minutes of the meetings.
Section 12. Adjournment. A majority of the Directors present, whether or not a
quorum is present, may adjourn any Directors' meeting to another time and place. Notice of the
time and place of holding an adjourned meeting need not be given to absent Directors, nor to the
news media, the City Clerk or the City Manager if the time and place is fixed at the meeting
adjourned, except as provided in the next two sentences. If the meeting is adjourned for more
[:/1 24181_4.DOC/041806/361 6.002:April 18, 2006]
4
than seventy-two (72) hours, notice of any adjournment to another time or place shall be given
prior to the time ofthe adjourned meeting to the Directors who were not present at the time of
the adjournment. A written notice of adjournment setting forth the time and place ofthe
adj ourned meetipg shall be conspicuously posted on or near the door of the place where the
regular, adjourned regular, special or adjourned special meeting was held within 24 hours after
the time of adjournment, and shall remain posted until at least the time specified therein for the
commencement of the adjourned meeting.
Section 13. Public Meetings. All meetings of the Board shall be open and public, and
any person shall be permitted to attend any meeting of the Board, except as otherwise provided
in this Section. Members of the public shall be entitled to participate in accordance with such
rules as may be adopted by the Board from time to time. Nothing contained in this Section or
these Bylaws shall be construed to prevent the Board from holding closed sessions to the extent
permitted by applicable law (a) for the purpose of discussing matters related to litigation,
including pending, threatened or anticipated litigation; (b) to consider the appointment,
employment, evaluation of performance, or dismissal of an employee or to hear complaints or
charges brought against an employee by another person or employee unless such employee
requests a public hearing or (c) for such other purposes as may be permitted by the Ralph M.
Brown Act (California Govenunent Code Sections 54950 et seq.); provided, however, that the
final vote of the Board on any action to be taken by the Corporation with respect to the
appointment, employment or dismissal of an employee shall be taken at a meeting of the Board
while such meeting is open to the public.
Section 14. Rights of Inspection. Every Director shall have the absolute right at any
reasonable time to inspect and copy all books, records, and documents of every kind and to
inspect the physical properties of the Corporation.
Section 15. Committees. The Board may appoint one or more committees, each
consisting of two or more Directors, and delegate to such committees any of the authority of the
Board except with respect to:
(a) The approval of any action for which the California Non-Profit Public
Benefit Corporation Law also requires approval of the members or approval of a majority of all
members,
(b) The filling of vacancies on the Board or in any committee which has the
authority of the Board;
( c) The amendment or repeal of any resolution of the Board which by its
express terms is not so amendable or repealable;
(d) The approval of any self-dealing transaction, as such transactions are
defined in Section 5233(a) of the California Non-Profit Public Benefit Corporation Law.
Any such committee must be created, and the members thereof appointed, by resolution
adopted by a majority of the authorized number of Directors then in office, provided a quorum is
present, and any such committee may be designated an Executive Committee or by such other
name as the Board shall specify. The Board may appoint, in the same manner, alternate members
[:/1 2418C4.DOCl04 1806/361 6.002:April 18, 2006]
5
of any committee who may replace any absent member at any meeting of the committee. The
Board shall have the power to prescribe the manner in which proceedings of any such committee
shall be conducted. In the absence of any such prescription, such committee shall have the power
to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such
committee shall otherwise provide, the regular and special meetings and other actions of any
such committee shall be governed by the provisions of this Article 3 applicable to meetings and
actions of the Board. Minutes shall be kept of each meeting of each committee:
Section 16. Fees and Compensation. Directors and members of committees shall
receive no compensation for their services as such Directors or members, but may receive such
reimbursement for business related expenses, as may be fixed and authorized by the Board,
consistent with the guidelines and reimbursement policies of the City.
Section 17. Participation In Political Activities. Directors and members of
Committees are prohibited from knowingly participating in supporting nominees for Board
membership and political activities/organizations by making a representation as a Board and/or
Committee Member. The Board shall not authorize nor reimburse any Director or staff for
expenses incurred in the support of nominees to the Board nor involvement in political activity.
(a) The Corporation is prohibited from spending money or making public
statements in support of candidates for public office or nominees for Director.
(b) The Directors, as Directors of the Corporation, are prohibited from
intentionally spending money or making public statements in support of candidates for public
office or nominees for Director. This provision does not limit the activities or statements of
Directors as private citizens.
ARTICLE 4. TRANSACTIONS IN WHICH DIRECTORS HAVE MATERIAL
FINANCL\LINTEREST
Section 1. Prohibition Against Self-Dealing Transactions. The Corporation shall
not enter into any transaction in which one or more of its Directors has a material financial
interest, unless the transaction meets the requirements of paragraph (a), (b) or (c) of Section 2 of
this Article 4. For purposes of this Article 4, a "self dealing transaction" means a transaction to
which the Corporation is a party and in which one or more of its Directors has a material
fmancial interest. For purposes of this Article 4, such a Director is referred to as an "interested
Director." This section shall not be construed to prohibit (a) a transaction which is part of a
public or charitable program of the Corporation if it (i) is approved or authorized by the
Corporation in good faith and without unjustified favoritism; and (ii) results in a benefit to one or
more Directors or their families because they are in the class of persons intended to be benefited
by the public or charitable program; or (b) a transaction, of which the interested Director or
Directors have no actual knowledge, and which does not exceed the lesser of 1 percent of the
gross receipts of the Corporation for the preceding fiscal year or one hundred thousand dollars
($100,000).
Section 2. Permitted Self-Dealing Transactions. The Corporation shall be
authorized to engage in a self-dealing transaction if:
(:/124181_4.DOC/041806/3616.002:AprilI8.2006]
6
(a) The California Attorney General or the court in an action in which the
California Attorney General is an indispensable party, has approved the transaction before or
after it was consummated; or
(b) The following facts are established:
(1) The Corporation entered into the transaction for its own benefit;
(2) The transaction was fair and reasonable as to the Corporation at the
time the corporation entered into the transaction;
(3) Prior to consummating the transaction or any part thereof, the
Board authorized or approved the transaction in good faith by a vote of a majority of the
Directors then in office without counting the vote of the interested Director or Directors, and
with knowledge of the material facts concerning the transaction and the Director's interest in the
transaction. Except as provided in paragraph (c) of this Section 2, action by a committee of the
Board shall not satisfy this paragraph; and
(4) (A) Prior to authorizing or approving the transaction, the Board
considered and in good faith determined after reasonable investigation under the circumstances
that the Corporation could not have obtained a more advantageous arrangement with reasonable
effort under the circumstances; or
(B) The Corporation in fact could not have obtained a more
advantageous arrangement with reasonable effort under the circumstances; or
(c) The following facts are established:
(1) A committee or person authorized by the Board approved the
transaction in a manner consistent with the standards set forth in paragraph (b) of this Section 2;
(2) It was not reasonably practicable to obtain approval of the Board
prior to entering into the transaction; and
(3) The Board, after determining in good faith that the conditions of
subparagraphs (1) and (2) of this paragraph were satisfied, ratified the transaction at its next
meeting by a vote of the majority ofthe Directors then in office without counting the vote of the
interested Director or Directors.
Section 3. Prohibited Loans and Guarantees. The Corporation shall not make any
loan of money or property to or guarantee the obligation of any Director or Officer, unless
approved by the California Attorney General, except that the Corporation may advance money to
a Director or Officer of the Corporation for expenses reasonably anticipated to be incurred in the
performance of the duties of such Officer or Director, provided that in the absence of such
advance, such Director or Officer would be entitled to be reimbursed for such expenses by the
Corporation.
[:/124181_ 4.DOCl041806/3616.002:April 18, 2006J
7
ARTICLE 5. OFFICERS
Section 1. Officers. The officers of the Corporation shall be a Chair of the Board, a
Secretary, and a Treasurer, who shall also serve as the Chief Financial Officer. The Corporation
may also have, at the discretion of the Board, one or more Vice-Chairs, one or more Assistant
Secretaries, one or more Assistant Treasurers, an Executive Director and such other officers as
may be elected or appointed in accordance with the provisions of Section 3 ofthis Article 5. Any
number of offices may be held by the same person except as provided in the Articles or in these
Bylaws and except that neither the Secretary, any Assistant Secretary, the Treasurer, nor any
Assistant Treasurer may serve concurrently as the Executive Director or the Chair of the Board.
Section 2. Election. The Officers ofthe Corporation, except the Executive Director
and such other officers as may be elected or appointed in accordance with the provisions of
Section 3 or Section 5 of this Article 5, shall be chosen annually by, and shall serve at the
pleasure of, the Board, and shall hold their respective offices until their resignation, removal, or
other disqualification from service, or until their respective successors shall be elected.
Section 3. Subordinate Officers. The Board may elect the Executive Director and
such other Officers as the business of the Corporation may require, each of whom shall hold
office for such period, have such authority, and perform such duties as are provided in these
Bylaws or as the Board may from time to time determine. The Board may empower the Chair of
the Board to appoint such Officers, other than the Executive Director.
Section 4. Removal and Resignation. Any Officer may be removed, either with or
without cause, by the Board at any time or, except in the case of an Officer chosen by the Board,
by any Officer upon whom such power of removal may be conferred by the Board. Any such
removal shall be without prejudice to the rights, if any, of the Officer under any contract of
employment of the Officer.
Any Officer may resign at any time by giving written notice to the Corporation, but
without prejudice to the rights, if any, ofthe Corporation under any contract to which the Officer
is a party. Any such resignation shall take effect at the date ofthe receipt of such notice or at any
later time specified therein and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 5. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification, or any other cause shall be filled in the manner prescribed in these
Bylaws for regular election or appointment to such office, provided that such vacancies shall be
filled as they occur, and not on an annual basis,
Section 6. Chair of the Board. The Chair of the Board shall, if present, preside at
all meetings of the Board and exercise and perform such other powers and duties as may be
assigned from time to time by the Board. The Chair of the Board must be a Director of the
Corporation. The Chair shall be chosen annually by the Board at the first meeting of the fiscal
year. No one Board member may serve more than two (2) consecutive years as Chair.
Section 7. Executive Director. The Executive Director shall be elected or
appointed, and may be removed, only with the approval of at least six (6) Directors. Except for
[:/12418J_4.DOCJ041806/3616.002:ApriI18,2006}
8
and subject to such powers, if any, as may be given by the Board to the Chair of the Board, and
subject to the Board's determination as to whether the Executive Director shall be an Officer of
the Corporation, the Executive Director shall be the Chief Executive Officer and Chief Operating
Officer of the Corporation and shall have, subject to the control of the Board, general
supervision, direction and control of the day to day business affairs of the Corporation. At.the
Board~s discretion, the Executive Director shall have the general powers and duties of
management usually vested in the General Manager of an enterprise and such other powers and
duties as may be prescribed by the Board. The Executive Director shall not be a Director of the
Corporation and need not be an Officer of the Corporation.
Section 8. Vice Chairs. Vice Chairs shall be chosen annually by the Board at the
first meeting ofthe fiscal year. In the absence or disability of the Chair of the Board, the Vice-
Chairs, if any are appointed, in order of their rank as fixed by the Board or, if not ranked, the
Vice-Chair designated by the Board shall preside at meetings of the Board and shall perform all
the duties of, and be subject to all the restrictions upon, the Chair of the Board. The Vice-Chairs
shall have such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board. All Vice-Chairs must be Directors of the
Corporation.
Section 9. Secretary. The Secretary shall be chosen annually by the Board at the
first meeting of the fiscal year. The Secretary shall keep or cause to be kept, at the principal
office or such other place as the Board may order, a book of minutes of all meetings of the Board
and its committees, with the time and place of holding, whether regular or special, and if special,
how authorized, the notice thereof given, the names of those present at Board and committee
meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the
principal office in the State of California the original or a copy of the Corporation's Articles and
Bylaws, as amended to date.
The Secretary shall give, or cause to be given, notice of all meetings of the Board and any
committees thereof required by these Bylaws or by law to be'given, shall keep the seal ofthe
corporation in safe custody, and shall have such other powers and perform such other duties as
may be prescribed by the Board. In the absence or disability of the Chair of the Board and aU
Vice-Chairs, the Secretary shall preside at meetings of the Board if the Secretary is a Director of
the Corporation. The Secretary may but need not be a Director of the Corporation.
Section 10. Chief Financial Officer. The Chief Financial Officer shall be chosen
annually by the Board at the first meeting of the fiscal year. The Chief Financial Officer shall
keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the
properties and business transactions of the Corporation. The books of account shall at all times
be open to inspection by any Director.
The Chief Financial Officer shall deposit or cause to be deposited, all moneys and other
valuables in the name and to the credit of the Corporation with such depositories as may be
designated by the Board. The Chief Financial Officer shall disburse the funds of the Corporation
as may be ordered by the Board, shall render to the Executive Director and Directors, whenever
they request it, an account of all transactions as Chief Financial Officer and of the financial
condition of the Corporation, and shall have such other powers and perform such other duties as
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may be prescribed by the Board. In the absence or disability of the Chair ofthe Board, all Vice-
Chairs and the Secretary, the Chief Financial Officer shall preside at meetings of the Board, if
the Chief Financial Officer is a Director of the Corporation. The Chief Financial Officer may but
need not be a Director of the Corporation.
ARTICLE 6. REPORTS, RECORDS AND RIGHTS OF INSPECTION
Section 1. Annual Report to Member. Within ninety (90) days after the close of
the Corporation's fiscal year, the Board shall cause an annual report of its operations to be
provided to the City Council. Such report shall contain, in appropriate detail, the following:
(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 of the Corporation,
including trust funds, during the fiscal year.
(c) The revenue or receipts of the Corporation, both unrestricted and restricted
to particular purposes, for the fiscal year.
(d) The expenses or disbursements of the Corporation, for both general and
restricted purposes, during the fiscal year.
(e) Any information required by Section 6322 of the California Non.Profit
Public Benefit Corporation Law (pertaining to certain transactions and indemnifications
involving interested persons).
(f) A narrative description of the Corporation's principal activities during the
fiscal year.
(g) Such other information concerning the Corporation as may be requested
by the City Council in writing not less than ninety (90) days preceding the end of such fiscal
year.
Section 2. Records and Rights oflnspection. The Corporation shall keep adequate
and correct books and records of account and minutes ofthe proceedings of its Member, the
Board and committees of the Board. Minutes shall be kept in written form. Other books and
records shall be kept either in written form or in any form capable of being converted into
written form. The books and records of the Corporation shall be open to inspection and copying
by members of the public to the same extent as the public records of the City of Santa Monica.
ARTICLE 7. INDEMNIFICATION
Section 1. Statutory Indemnity. This Corporation shall indemnify its Directors,
Officers and employees to the fullest extent permitted by the California Non-Profit Public
Benefit Corporation Law.
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Section 2. Non applicability to Fiduciaries of Employee Benefit Plans. This
Article does not apply to any proceeding against any trustee, investment manager, or other
fiduciary of an employee benefit plan in such person's capacity as such, even though such person
may also be an agent of the Corporation as defined in Section 1 ofthis Article 7. The
Corporation shall have power to indemnify such trustee, investment manager, or other fiduciary
to the extent pennitted by subdivision (f) of Section 207 of the California General Corporation
Law.
ARTICLE 8. OTHER PROVISIONS
Section 1. Endorsement of Documents; Contracts. Subject to the provisions of
applicable law and these Bylaws, any note, mortgage, evidence of indebtedness, contract,
conveyance, or other instrument in writing and any assigrunent or endorsement thereof executed
or entered into between the Corporation and any other person, when signed by (a) the Executive
Director, or (b)(i) the Chair of the Board or any Vice Chair and (b)(ii) the Secretary, any
Assistant Secretary, the Chief Financial Officer, or any Assistant Treasurer of the Corporation
shall be valid and binding on the Corporation in the absence of actuallmowledge on the part of
the other person that the signing officers had no authority to execute the same. Any such
instruments may be signed by any other person or persons in such manner as from time to time
shall be determined by the Board, and, unless so authorized by the Board, no officer, agent, or
employee shall have any power or authority to bind the Corporation by any contract or
engagement or to pledge its credit or to render it liable for any purpose or amount.
Section 2. Representation of Shares of Other Corporations. The Chair of the
Board or any other Officer or Officers authorized by the Board or the Chair of the Board are each
authorized to vote, represent, and exercise on behalf ofthe Corporation all rights incident to any
and all shares of any other corporation or corporations standing in the name of the Corporation.
The authority herein granted may be exercised either by any such officer in person or by any
other persons authorized so to do by proxy or power of attorney duly executed by said Officer.
Section 3. Construction and Definitions. Unless the context otheIWise requires, the
general provisions, rules of construction, and definitions contained in the General Provisions of
the California Nonprofit Corporation Law and in the California Nonprofit Public Benefit
Corporation Law shall govern the construction of these Bylaws.
Section 4. Establishment of Fiscal Year. The fiscal year of this Corporation shall
end on June 30 of each year.
Section S. Amendments. These Bylaws may be amended or repealed by the
approval of the Board; provided that any amendment or repeal shall have the approval of at least
six (6) Directors and shall be effective only upon the Member's written approval given in
accordance with Section 5 of Article 2.
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THIS IS TO CERTIFY THAT:
That I am the duly elected, qualified and acting Secretary of the Bayside District
Corporation and that the above and foregoing Amended and Restated Bylaws were adopted as
the Bylaws of said corporation on the :1.7 f11 day of II r>/f I L ,2006 by the
Board ;ofDirectors thereof and approved by the Member thereof.
IN WIlNESS WHEREOF, I have hereunto set my hand this
,2006.
I !/A.
daYOf~
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