SR-106-011-02 (6)
C{C,
JUN J 8 2005
June 28,2005
Santa Monica, CA
To:
Mayor and City Council
From:
City Staff
Subject:
Ratification of Current Bylaws of the Santa Monica Convention and
Visitors Bureau and Discussion of Change to the Bylaws as They Pertain
to Appointment of the Board of Directors
Introduction
This report responds to Council's direction to agendize discussion of changing the
Bylaws of the Santa Monica Convention and Visitors Bureau (Bureau) as they pertain to
appointment of the Board of Directors. It also requests ratification of the most recent
changes to the Bureau's Bylaws.
Background
At the April 12, 2005 City Council meeting reference was made to the decision of the
Santa Monica Chamber of Commerce (Chamber) to engage in electoral politics. Staff
was asked to agendize a discussion of whether it remained appropriate for
appointments to the Board of Directors of the Bureau to be a shared responsibility of the
City Council and the Chamber and how that arrangement might be changed. An
Information Item issued on May 17, 2005 (http://santa-
monica.orq/cityclerklcou ncil/information items/2005/CVB Board. pdf) provided
information on the history of the Bureau, its Bylaws and the contract between the City
and the Bureau.
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JUN J 8 2005
Briefly, the Bylaws provide for an eleven member Board of Directors, five appointed by
the City Council and five by the Chamber, with the City Manager seated as the eleventh
member. A quorum of the Board does not exist unless at least two of each
organization's appointees are present. A two-thirds vote of the Board is required to
change the Bylaws. The City's contract with the Bureau requires City Council approval
of any change to the Bylaws. The Bylaws were changed in 1985 and again in 2000,
both times to make changes requested by the City Council. The City does not have a
fully executed copy of the 1985 Bylaws on file. The most recent change conformed the
terms of office of Board Members to those customary for most City Board and
Commission Members. That 2000 Bylaws change was not presented to the City
Council for approval after the fact.
Discussion
The Bureau operates as an independent 501@ (4) organization, and is not an arm of the
City or of the Chamber. Over the years, the Board and staff of the Bureau have focused
on accomplishing its work and have avoided taking political positions. That work has
provided considerable value to the City and the local business community.
If Council determines that the current method of Board appointment is inappropriate a
request could be conveyed to the Board to change the Bylaws. If two-thirds approval
for the requested change were not achieved, among the Council's options for recourse
would be to:
1. Request the resignation of its appointees to the Board or terminate their
appointments and appoint no replacements, rendering the Board
incapable of achieving a quorum and hence unable to act; and/or
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2. Provide notice of termination of the Bureau's contract with the City
(requires 6 months from notice of default if terminated for cause and 12
months notice if terminated without cause), withdrawing the Bureau's
operating funds.
These options would significantly disrupt the Bureau's work and would likely lead to
demise of the current operation. While the Board has not been active politically to date,
an alternative course would be to amend the contract with the Bureau (which terminates
in 2009) to more specifically address and/or restrict political activity.
BudQetlFinanciallmpact
Upon termination of the Bureau's contract the Council could de-obligate then remaining
funds from the $2,087,900 allocated to the Bureau for 2005/06. Elimination of the
Bureau or disruption of its work for any extended period would not likely affect City
revenue in the short term as there is some lag between marketing efforts and resulting
visits. Longer term affects cannot be estimated.
Recommendation
Staff recommends that the City Council ratify for the record the 2000 Bylaws change
and discuss whether a further change regarding the method of appointment of the
Board of the Bureau should be requested. Staff does not recommend a course of
action that would disrupt the work of the Bureau.
Prepared by: Susan E. McCarthy, City Manager
Attachment:
2000 Bylaws
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BYLAWS
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SANTA MONICA CONVENTION AND VISITORS BUREAU. INC.
A California Nonprofit Public Benefit Corporation
ARTICLE I
OFFICES
Section 1. Principal Office.
The corporation's principal office is fixed and located at 520 Broadway. Suite
250, Santa Monica. California 90401.
ARTICLE \I
MEMBERSHIP
Section 1. Members.
The corporation shall have no members. Any action which would otherwise
require approval by a majority of all members or approval by the members shan require
only approval of the Board. All rights which would otherwise vest in the members shall
vest in the directors.
Section 2. Associates.
Nothing in this Article " shall be construed as limiting the right of the corporation
to refer to persons associated with it as "members" even though such persons are not
members, and no such reference shall constitute anyone a member within the meaning
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of S13dion 5056 of the California Nonprofrt Corporation ,Law, The corporation may
confer by amendment of its Articles or of these Bylaws some or all of the rights of a,: .
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member, as set forth in the California Nonprofrt Corporation Law, upon any person or
persons who do not have the right to vote for the election of directors or on a disposition
of substantially all of the assets of the corporation or on a merger, on a dissolution or Qn
ARTICLE III
DIRECTORS
Section 1. Powers.
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Subject to limitations of the Articles and these Bylaws, the activities and affairs of
the corporation shall be conducted and all corporate powers shall be exercised by or
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under the direction of the Board. The Board may delegate the management of the
activities of the corporation to any person or persons, a management company, or
committees however composed, provided that the activities and affairs of the
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 all the other officers, agents, and employees of the
corporation, prescribe powers and duties for them as may not be inconsistent with law,
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the Articles. or these Bylaws, fix their compensation, and require from them security for
faithful service.
(b) To conduct, manage, and control the affairs and activities of the
corporation and to make such rules and regulations therefor not inconsistent with law,
the Articles, or these Bylaws, as they may deem best. ,
(c) 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.
(d) 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.
(e ) 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.
Section 2. Number of Directors.
The authorized number of directors shall be eleven (11). The number of
directors may be increased or decreased from time to time by amendment to these
Bylaws or to the Articles.
Section 3. Selection and Term of Office.
Directors shall be selected for four (4) year terms beginning July 1 of each year.
One-third of the members of the board shall be appointed each year, and a director may
serve no more than two full consecutive terms.
The Santa Monica City Council shall select five (5) directors, the Board of
Directors of the Santa Monica Area Chamber of Commerce shall select five (5)
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directors, and the City Manager of the City of Santa Monica or his designee shall serve
as a director.
Any director who has three (3) consecutive absences, or more than five (5)
absences within one year, will be asked to resign from the Board.
Section 4. Vacancies.
Subject to the provisions of Section 5226 of the .California Nonprofit Public
Benefit Corporation Law, any director may resign effective upon giving written notice to
the Chairman of the 'Board, the President, 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 selected before such time to take office
when the resignation becomes effective.
Vacancies in the Board shall be filled in the same manner as the director(s)
whose office is vacant was selected. Each director so selected shall hold office until the
expiration of the term of the replaced director and until a successor has been selected
and qualified.
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.
The Board 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
of judgment of any court to have breached any duty arising under Article 3 of the
California Nonprofit Public Benefit Corporation Law.
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No reduction of the authorized number of di~ectors shall have the effect of
removing any director prior to the expiration of the director's term of office. .
Section 5. Place 6fMeeting.
Meetings of the Board shall be held at any place within or without the State of
California which has been designated from time to tim~ by the Board. In the absence of
such designation, regular meetings shall be held at the principal office of the
. corporation.
Section 6. Annual Meetings.
The Board shall hold an annual meeting for the purpose of organization.
selection of officers, and the transaction of other business. The annual meetings shall
be held as soon as is practicable after July 1 st each year.
Section 7. Regular Meetings.
. Regular meetings of the Board shall be held without call or notice on such dates
and at such times as may be fixed by the Board.
Section 8. Special Meetings.
Special meetings of the Board for any purpose or purposes may be called at any
time by the Chairman of the Board, the President, any Vice President, the Secretary, or
any four directors.
Special meetings of the Board shall be held upon ten (10) days' notice by first-
class mail or 48 hours' notice given personally or by telephone, telegraph, telex, 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 of the
corporation or as may have been given to the corporation by the director for purposes of
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notic~ 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.
Notice by mai\,'.~hall 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 e~ectronic 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.
A majority of the authorized number of directors constitutes a quorum of the
Board for the transaction of business, except to adjourn as provided in Section 12 of this
Article III. Every act or decision done or made by a majority of the directors present at a
meeting duly held at which ,a quorum is present shall be regarded as the act of the
Board, unless a greater number is required by law or by the Articles, except as provided
in the next sentence. 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 such meeting.
Notwithstanding the foregoing. a quorum shall not exist unless at least two
directors appointed by the Board of Directors of the Santa Monica Area Chamber of
Commerce are present and unless at least two directors appointed by either the Santa
Monica City Council or the City Manager of the City of Santa Monica are present.
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Section 10. 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.
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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 ,me,etings.
Section 11. 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 adjoumed meeting need not be given to absent directors if the time and
place is fixed at the meeting adjoumed, except as provided in the next sentence. If the
meeting is adjourned for more than 48 hours. notice of any adjournment to another time
or place shall be given prior to the time of the adjourned meeting to the directors who
were not present at the time of the adjournment.
Section 12. Rights of the 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 of which such person is a director.
Section 13. 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:
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,(a) The approval of any action for which the California Nonprofit Public Benefit
Corporation Law also requires approval of a majority of the Board; ,
(b) The filling of vacancies on the Board or any committee;
(c) The fixing of compensation of the directors for serving on the Board or on
any committee;
(d) The amendment or repeal of bylaws or the adoption of the new bylaws;
(e) The amendment or repeal of any resolution of the Board which by its,
express terms is not so amendable'or repealable;
, (f) The appointment of other committees of the Board or the members
thereof;
(g) The expenditure of corporate funds to support a nominee for director after
there are more people nominated for director than can be elected; or '
(h) The approval of any self-dealing transaction, as such transactions are
defined in Section 5233(a) of the California Nonprofit 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, altemate members 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 the proceedings of any such committee shall be
conducted. In the absence of any such prescription, such committee shall have the
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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 shan be governed by the provisions of this Artide
III applicable to meetings and actions of the Board. Minutes shan be kept of each
meeting of each committee.
~ection 14. Fees and Compensation.
Directors and members of committees shall receive no compensation for their
services. Directors and members of committees may, however, be reimbursed fOf
expenses in the discretion of the Board.
ARTICLE IV
OFFICERS
Section 1. Officers.
The officers of the corporation shall be a President, a Secretary, and a Treasufer
(Chief Financial Officer). The corporation may also have, at the discretion of the Board,
a Chairman of the Board, one or more Vice Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers as may be
elected or appointed in accordance with the provisions of Section 3 of this Article IV.
Any number of offices may be held by the same person except as provided in the
Articles and except that neither the Secretary nOf the Treasurer may serve concurrently
as the President or Chairman of the Board.
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. Section 2. Election.
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The officers of the corporation, except such officers as may be elected or
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appointed in accordance with the provisions of Section 3 or Section 5 of this Article IV,
shall be chosen annually by, and shall serve at the pleasure of, the Board, and shall
hold their respective offices until their resignation, rem~val, or other disqualification from
service, or until their respective successors shall be elected.
Section 3. Subordinate Officers.
The Board may elect, and may empower the President to appoint, 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.
Section 4. Removal and Resignation.
Any officer may be removed, either with or without cause, by the Board at any
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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, of the corporation under any contract to which the
officer is a party. Any such resignation shall take effect at the date of the 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.
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Section 5. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification,
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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. Chairman of the Board.
The Chairman of the Board, if there is such an officer, shall, if present, preside at
all meetings of the Board and exercise and perform such other powers and duties as
may be from time to time assigned by the Board. .
Section 7. President.
Subject to such powers, if any, as may be given by the Board to the Chairman of
the Board, if th~re is such an officer, the President is the general manager and chief
executive officer of the corporation and has, subject to the control of the Board, general
supervision, direction, and control of the business and officers of the corporation. In the
absence of the Chairman of the Board, or if there is none, the President shall preside at
all meetings of the Board. The President has the general powers and duties of
management usually vested in the office of president and general manager of a
corporation and such powers and duties as may be prescribed by the Board.
Section 8. Vice President.
In the absence or disability of the President, the Vice Presidents, if any are
appointed, in order of their rank as fixed by the Board or, if not ranked, the Vice
President designated by the Board, shall perform all the duties of the President and,
when so acting, shall have all the powers of, and be subject to all the restrictions upon,
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the President. The Vice Presidents shall. have such other pqwers and perform such
other duties as from time to time may be prescribed for them respectively by the Bo~rd.
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Section 9. Secretary.
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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 authqrized, 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 corporations'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
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the seal of the corporation in safe custody, and shall have such other powers and
perform such other duties as may be prescribed by the Board.
Section 10. Treasurer (Chief Financial Office~).
The Treasurer is the chief financial officer of the corporation and 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 Treasurer shall deposit 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 Treasurer shall disburse the funds of the corporation as may be ordered by the
Board, shall render to the President and the directors, whenever they request it, an
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account of all transactions as Treasurer and of the financial Condition of the corporation,
and shall have such other powers and perform such other duties as may be prescribed
by the Board.
ARTICLE V
DISSOLUTION
The properties and assets of this nonprofit corporation are irrevocably dedicated
to public benefit purposes. No part of the net earnings, properties, or assets of this
corporation, on dissolution or otherwise, shall inure to the benefit of any private person
or individual, or any member or director of this corporation. On liquidation or
dissolution. all properties and assets and obligations shall be distributed and paid over
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to an ,organization or organizations dedicated to public benefit purposes as delineated in
Article II of the Articles of Incorporation, provided that the organization or organizations
continue to be dedicated to the exempt purposes as specified in Internal'Revenue
Code, Section 501 (c}(4).
ARTICLE VI
MISCELLANEOUS
Section 1. Endorsement of Documents: Contracts.
Subject to the provision of applicable law, any note, mortgage, evidence of
indebtedness, contract, conveyance, or other instrument in writing and any assignment
or endorsement thereof executed or entered into between the corporation and any other
person, when signed by the Chairman of the Board, the President, or any Vice
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. PresjdEmt and the Secretary, any Assistant Secretary, the Treasurer, or any Assistant.
Treasurer of the corporation shall be valid and binding on the corporation in the
absence of actual knowledge 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 and 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 President or any other officer or officers authorized by the Board or the
President are each authorized to vote, represent, and exercise on behalf of the
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 person authorized so
to do by proxy or power of attorney duly executed by said officer.
Section 3. Construction and Definitions.
Unless the context otherwise 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 govem the construction of these Bylaws.
Section 4. Amendments.
These Bylaws may be amended or repealed by a two-thirds approval of the
Board.
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ARTICLE VII
INDEMINIFICATION
Section 1. Definitions.
FOf the purposes of this Article VII, "agent" means any person who is Of was a
director. officer, employee, Of other agent of the corporation, Of is or was serving at the
request of the corporation as a director, officer, employee, or agent of a~other foreign or
domestic corporation, partnership, joint venture, trust, or other enterprise, or was a
director, officer, employee, or agent of a foreign or domestic corporation which was a
predecessor corporation of the cqrporation or of another enterprise at the request of
such predecessor corporation; "proceeding" means any threatened, pending, or
completed action or proceeding, whether civil, criminal, administrative, Of investigative;
and "expenses" includes without limitation attorneys' fees and any expenses of
establishing a right to indemnification under Section 40r 5 (b) of this Article VII.
Section 2. Indemnification in Actions by Third Parties.
The corporation shall have powef to indemnify any person who was or is a party
or is threatened to be made a party to any proceeding (othef than an action by or in the
right of the corporation to procure a judgment in its favor, an action brought under
Section 5233 of the California Nonprofit Public Benefit Corporation Law, or an action
brought by the Attorney General or a person granted relator status by the Attorney
General for any breach of duty relating to assets held in charitable trust), by reason of
the fact that such person is or was an agent of the corporation, against expenses,
judgments, fines, settlements. and other amounts actually and reasonably incurred in
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connection with such proceeding if such person acted in good faith and in a manner
such person reasonably believed to be in the best interests of the corporation and, in
the case of a criminal'proceeding, had no reasonable cause to believe the conduct of
such person was unlawful. The termination of any proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a manner
which the person reasonably believed to be in the best interests of the corporation or
that the person' had reasonable cause to believe that the person's conduct was
unlawful.
Section 3. Indemnification in Actions by or in the Right of the Corporation.
The corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending, or completed
action by or in the right of the corporation, or brought under Section 5233 of the
California Nonprofit Public Benefit Corporation Law, or brought by the Attorney General
or a person granted relator status by the Attorney General for breach of duty relating to
assets held in charitable trust, to procure a judgment in its favor by reason of the fact
that such person is or was an agent of the corporation, against expenses actually and
reasonably incurred by such person in connection with the defense or settlement of
such action if such person acted in good faith, in a manner such person believed to be
in the best interests of the corporation, and with such care, including reasonable inquiry,
as an ordinarily prudent person in a like position would use under similar circumstances.
No indemnification shall be made under this Section 3:
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(a) In respect of any claim, issue, or matter as to which such person shall
have been adjudged to be liable to the corporation in the performance of such person's
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duty to the corporation, unless and only to the extent that the court in which such
proceeding is or was pending shall determine upon application that, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to Indemnity for
the expenses which such court shall determine;
(b) Of a~ounts paid in settling or otherwise disposing of a threatened or
pending action, with or without court approval; or
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(c) Of expenses incurred in defending a threatened or pending action which is
settled or otherwise disposed of without court approval, unless it is settled with the
approval of the Attorney General.
Section 4. Indemnification Against Expenses.
To the extent that an agent of the corporation has been successful on the merits
in defense of any proceeding referred to in Section 2 or 3 of this Article VII or in defense
of any claim, issue, or matter therein, the agent shall be indemnified against expenses
actually and reasonably incurred by the agent in connection therewith.
Section 5. Required Determinations.
Except as provided in Section 4 of this Article VII any indemnification under this
Article VII shall be made by the corporation only if authorized in the specific case, upon
a determination that indemnification of the agent is proper in the circumstances because
the agent has met the applicable standard of conduct set forth in Section 2 or 3 of this
Article VII, by:
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1",(a) A majority vote of a quorum consisting of directors who are not parties to
such proceeding; or
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(b) The court in which such proceeding is or was pending upon application
made by the corporation or the agent or the attorney or other person rendering services
in connection with the defense, whether or not such application by the agent, attorney,
or other person is opposed by the corporation.
Section 6. Advance of Expenses.
Expenses incurred in defending any proceeding may be advanced by the
corporation prior to the final disposition of such proceeding upon receipt of an
undertaking by or on behalf of the agent to repay such amount unless it shall be
determined ultimately that the agent is entitled to be indemnified as authorized in this
Article VII.
Section 7. Other Indemnifications.
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No provision made by the corporation to indemnify its or its subsidiary's directors
or officers for the defense of any proceeding, whether contained in the Articles. Bylaws,
a resolution of members or directors, an agreement. or otherwise, shall be valid unless
consistent with this Article VII. Nothing contained in this Article VII shall affect any right
to indemnification to which persons other than such directors and officers may be
entitled by contract or otherwise.
Section 8. Forms of Indemnification Not Permitted.
No indemnification or advance shall be made under this Article VII, except as
provided in Section 4 or 5(b), in any circumstances where it appears:
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I hereby certify that I am the duly elected and acting Secretary of SANTA
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MONICA CONVENTION AND VISITORS BUREAUs INC., a California nonprofit public
benefit corporation, ~hd that the foregoing Bylaws, comprising of 26 pages, constitute
the Bylaws of said corporation as duly adopted at a meeting of the Board of Directors
thereof held on . I CJ .;JfJ. L'1 1.. f) 00
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed seal
of said corporation on-
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