sr-061411-3gCity Council Meeting: June 14, 2011
Agenda Item: 3"~
To: Mayor and City Council
From: Andy Agle, Director of Housing and Economic Development
Subject: Pier Restoration Corporation Amended Bylaws
Recommended Action
Staff recommends that the City Council approve the Second Amended and Restated
Bylaws of the Santa Monica Pier Restoration Corporation which make minor
modifications and remove an inconsistency between the Bylaws and the requirements
of the Ralph M. Brown Act.
Executive Summary
The Santa Monica Pier Restoration Corporation (SMPRC) is presenting modifications to
its Bylaws, approved by its Board of Directors on February 2, 2011, that remove
inconsistencies with the Ralph M. Brown Act and make other minor modifications.
Discussion
Article VIII, Section 5 of the Bylaws of the SMPRC require that amendments to the By-
laws are effective upon approval by the Council. The Couneil last approved the
Amended and Restated Bylaws of the SMPRC at its meeting on May 21, 2002 .
On February 2, 2011, the SMPRC approved additional modifications to its Bylaws. The
changes, highlighted in the Second Amended and Restated Bylaws, Attachment A to
this report, are as follows:
® Section 2 allows the Board to set the date for its annual meeting, rather than
specifying that it be in November of each year.
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® References to Chief Financial Officer are eliminated, as the SMPRC does not
have such a position.
® Section 7 eliminates specific requirements for noticing regular meetings which
differ from those required by the Ralph M. Brown Act, and instead defers to the
noticing provisions in the Brown Act.
Financial Impacts & Budget Actions
Approval of the Second Amended and Restated Bylaws has no fiscal impact on the
City:
Prepared by: Miriam Mack, Economic Development Manager
Forwarded to Council:
AndyAgle, Director Ro Gould
Housing and Econ6rr~iEDevelopmeht City Manager
Attachment:
A. Second Amended and Restated By-laws of the Santa Monica Pier Restoration
Corporation
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ATTACHMENT A
Second Amended and Restated Bylaws
of
Santa Monica Pier Restoration Corporation
a California nonprofit public benefit corporation
Article I. Offices
Section 1 Principal Office. The corporation's principal office shall be fixed and
located at such place in the City of Santa Monica, California as the Board of Directors (herein
called the "Boazd") shall determine. The Board is granted full power and authority to change
said 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 II. Members
Section 1. Member. The City of Santa tiiasrica shall be the sole Member (herein
called the "Member" of this corporation and shall act tltrcxitgh its City Council (the "City
Council") in accordance with the City Charter, the Cin's Municipal Code and the applicable state
laws. The function of the Member shall be to elect the Board of Directors, to :°~«~-..:.:.~,. ,...a°°a
approve any amendment to these Bylaws, [o 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 of the Member.
Section 2. Meetings of Member. There shall be an annual meeting of the Member
of this corporation held each yeaz dsna t hesa-~n~a -~e'~ ~"`~~~--"~- ~~ ~s.,mr «"~.,r,e_ ..~
pessiH}e at such time and place as may be determined by the Member. A special meeting of the
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 meetings
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 givenby it to the corporation for the purposes 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
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(the "City Manager") of the City of Santa Monica. Such notice shall comply with section 551 I
of the California Nonprofit Public Benefit Corporation Law.
Section 4. Quorum. The presence in person of a majority of the City Council shall
constimte 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.
Section 6. Associates. Nothing In the Article II 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 of Section 5056 of the Califomia Nonprofit Public Benefit Corporation Law. The
corporation may confer by amendment of its Articles or of these Bylaws some or all of the rights
of a member, as set forth in the Califomia Nonprofit Public Benefit 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 or on a dissolution
or on changes to the corporation's Articles or Bylaws, but no such person shall be a member
within the meaning of said Section 5056.
Article IIl. Directors
Section 1. Powers. 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 under the direction of the Boazd. The Board may delegate the management of
the activities of thecorporation to an Executive Director and Staff, to any other person or
persons, or to committees however composed, including, without ]imitation, the Executive
Committee referred to in Section I S of this Article III below, provided that the activities and
affairs of the corporation shall be managed and all corporate powers shat( be exercised under the
ultimate direction of the Boazd. 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 borzow 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 tmst, mortgages, pledges, hypothecations, or other evidences of debt and
securities therefor, subject, however, to the prior written approval of the Member.
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(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.
(e) To assist the Executive Director °_a ^~~c n:°°°°'°' ^~'r°°~ in the establishment
of a budget for the corporation ;~~~"~ "~,~.`a~aro~,"°°-w°-, and to oversee implementation of the budget by
the Executive Director.
(f) To act as an advocate for the Santa Monica Pier before the citizens of the City of
Santa Monica and the Member, as well as to act to implement the goals of such citizens and the
Member with respect to the Santa Monica Pier.
Without limiting the generality or specificity of the foregoing the Board generally shall
delegate the daily management of the operations and affairs of the corporation to its Executive
Director and/or its Executive Committee shall oversee such management and shall establish
policies and procedures therefor.
Section 2. Number of Directors. The authorized number of directors shall be
eleven (11) until changed by amendment of the Articles or by a Bylaw.
Section 3. Election and Term of Office. Directors shall be elected by the Member.
Directors shall serve for a term of four years. Notwithstanding the foregoing, Directors shall be
appointed and hold office consistent with Member policy. The Member shall adopt a nomination
and election procedure thaf will comply with Section 5520 of the California Nonprofit Public
Benefit Corporation Law.
Section 4. Vacancies. Subject to the provisions of Section 5226 of the Califomia
Nonprofit Public Benefit Corporation Law, any director mayresign effective upon giving written
notice to the Chair of the Boazd, 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.
Vacancies in fhe 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.
A vacancy or vacancies in the Board shall be deemed to exist in case of the death,
resignaton, or removal of any director, or if the authorized number of directors is increased.
The Boazd may declaze vacant the office of a director who has been declazed 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 maybe elected
immediately.
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No reduction of the 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 oftheBoazd 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 Board. 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 Boazd.
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. An annual
meetinE may be held as part of a regular meetine.
Section 7. Regular Meetings. Regular meetings of the Boazd shall be held
on such dates and at such times as may be fixed by the Boazd. At least ten (10)
monthly meetings shall be held during each full fiscal year. ~~^'~~f-o.-,^° -^gulae
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meetinos shall be noticed pursuant to the requirements of the Ralph M. Brown
Act, Government Code section 54950 et seq.
Section 8. Special bfeetiegs. Special meetings of the Board for any purpose or
purposes may be called at any time by the Chair of the Boazd, the Executive Director, any Vice
Chair, the Secretary, or any seven ("1) directors.
Special meetings of the Board shall be-keld-open °^ a^• ° °^" ^ H~ °-°« ^ °°^
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o~H ` ^ ^' ~k~-a,~~~~ta~~ be noticed pursuant to the requirements of
the Ralph M. Brown Act. Government Code section 54950 et seo.
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Notice by mail shall be deemed Yo have been given at the time a written uotlce 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 of the Board for the
transaction of business, except to adjourn as provided in Section 12 of the Article III. Every act ~ -
or decision done or made by a majority of the number of directors authorized by these Bylaws
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 of the
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 participated for the
entire portion of such meeting preceding such vote.
Section Il. 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 attendsthe meeting without
protesting, prior thereto or aY 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 adj oumed for more
than seventy-two (72) 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. A written notice of adjournment setting forth the time and place of the adjourned
meeting 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 constmed to prevent the Board from holding closed sessions to the extent
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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 _
chazges 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 (Califomia Government code Sections 54950 et seq.); provided, however, that the
final vote of the Boazd on any action to betaken 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 Yo the public
Section 14. Right 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 whisk the Califomia Nonprofit Public
Benefit Corporation Law also requires approval of the tncmtssrs or approval of a majority of all
members;
(b) The filling of vacancies on the Bawd or in any committee which has the
authority of the Board;
(c) The fixing of compensation of the directors for serving on the Board or
on any committee;
(d) The amendment or repeal of bylaws nr the adoption of new bylaws;
(e) The amendment or repeal of any resolution of the Boazd which by its
express terms is not so amendable or repealable;
(f) The appointment of other committees of the Boazd or the members -
thereof:
(g) The expenditure of corporate funds [o support a nominee for director; or
(h) The approval of any self-dealing transaction, as such transactions are
defined Section 5233(a) of the Califomia Nonprofit Public Benefit
Corporation Law.
Without limiting the foregoing, the primary purpose of the committees of the
Board shall be to advise the Executive Director with respectto the Executive Director's
management of the affairs and operations of the corporation and to advise the Board as a whole
with respect to the establishment of general policy and direction of the corporation.
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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 of any committee who may replace any absent member atany 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 III
applicable to meetings and actions of the Board.
When ajoint meeting of the Committee and a special meeting of the Board aze
held together, and a vote is taken at such meeting, the vote shall be considered to be only a
Committee vote, and shall need to go to a regular or special (but non joint) meeting of the Board
to be considered adopted as a policy of the board. The Board will recommend to Committee
chairs or other persons conning meetings that they shall announce this by-law at the beginning
and end of the joint meeting so as to avoid confusing the public and media into thinking that the
Board has acted. 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
reimbursement for expenses, as may be fixed or determined by the Board.
Article FV. Transactions In Which Directors
Have Material Financial Interest
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 fmancial
interest, unless the transaction meets the requirements of paragraph (a), (b) or (c) of Section 2 of
this Article N. For purposes of this Article IV, 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
financial interest. For purposes of this Article IV, such a director is referred to an "interested
director." This section shall not be constmed 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 unjust 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 aself-dealing transaction iE
(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
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(b) The following facts are established:
(i) The corporation entered into the transaction for its own benefit;
(ii) The transaction was fair and reasonable as to the corporation at the
time the corporation entered into the transaction;
(iii) Prior to consumma5ng 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 the
knowledge of the material facts concerning the transaction and the
director's interest in Che transaction. Except as provided in
paragraph (c) of this Section 2, action by a committee of the Board
shall not satisfy this paragraph; and
(iv) (A) Prior to authorizing or approving the transaction the Boazd
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
(v) (B) The corporation in fact could noY have obtained a more
advantageous arrangement with reasonable effort under the
circumstances; or
(c) The following facts are established:
(i) A committee or person authorized by the Board approved the
transaction in a manner consistent with the standards set forth in
pazagraph (b) of this Section 2;
(ii) It was not reasonably practicable to obtain approval of the Board
prior to entering into the transaction; and
(iii) The Board, after determining in good faith that the conditions of _
subparagraphs (i) and (ii) of this paragraph were satisfied, ratified
the transaction at its next meeting by a _veote of the majority of the
directors then in office without counting the vote of the interested
director or director
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
(a) 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
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officer or director, provided that in the absence of such advance, such duector or officer would
be cntifled to be reimbursed for such expenses by the corporation; and
(b) The corporation may pay premiums in whole or in part on a life insurance
policy on the life of the director or officer so long as repayment to the corporation of the amount
paid by it is secured by the proceeds of the policy and its cash surrender value.
Article V. Officers
Section 1. Officers. The officers of the corporation shall be a Chair of the
Board, an •Bxecutive Director a Secretary, and a Treasurer, .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 and such other officers as may be elected
or appointed in accordance with the provisions of Section 3 of this Article V. 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 otlicers of the corporation, except the Executive
Director and such other officers as may b.: r!«ted or appointed in accordance with the
provisions of Section 3 or Section 5 of this Article V, shall be chosen annually by, and shall
serve aY the pleasure of, the Board, and shall hold their respective offices until their resignation,
removal, or other disqualification from san-ice, ar until their respective successors shall be
elected.
Section 3. Subordinate Officers. The Board may elec-E °~+~r
~'~° ^'~°'.,-.. ^,...'_ .moo appoint, the Executive Director and elect 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 time or, except inthe 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 resignatiomshalltske 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.
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 regulaz election or appointment to such office, provided that such vacancies shall be
filled as they occur and not on an annual basis
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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.
Section 7. Executive Director. Subject to such powers, if any, as may be
given by the Board to the Chair of the Board, 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
Boazd, general supervision, direction and control of the business a~.,~„~,.,, of the
corporation. At the Board's discretion, the Executive Director shall have the general powers and
duties of management usually vested in the office of the president of a corporation and such
other powers and duties as may be prescribed by the Board. Without limiting the generality or
specificity of the foregoing, with the advice of the Board and any committees of the Board, the
Executive Director shall be the primary authority and representative of the corporation in dealing
with the Member and shall have the authority and responsibility to manage the day to day affairs
of the corporation, including, without ]imitation, the budget of the corporation and other financial
matters of the corporation' °~-°° ~° ^"'°°', subject to the oversight
and general direction of the Board. The Executive Director shall not be a director of the
corporation.
Section 8. ~ Vice Chairs. 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 Boazd. All Vice-Chairs must be directors of the
corporation.
Section 9. Secretary. 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 al] 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 Secretay 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 Boazd
and any committees thereof required by these Bylaws or by law to be given, shall keep 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 Boazd. In the absence or disability of the Chair of the Board and all
Vice-Chairs, the Secretary shall preside at meetings of the Board if the Secretary is a director of
the corporation. The Secretary mustma3~bet-need-net be a director of the corporation.
Section 10. Treasurer. The Treasurer shall have such duties and
responsibilities with respect to the finances and accounts of the corporation as may be prescribed
for the Treasurer by theBoazd from time to time, which may include, without limitation,
oversight of financial activities -°-'°'-° "° °°`~ '~'~°° ~"'-° "'~~°` c~^^re:al Officer and
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chairing any auditor budget committee established by the Boazd. In the absence or disability of
the Chair of the Board, all Vice-Chairs, and the Secretary, the Treasurer shall preside at meetings
of the Board. The Treasurer must:.ar;t be a director of the corporation.
Article VI. Reports, $eeords And Rights O£Inspection
Section 1. Annual Report to Jltanber. Within ninety (90) days after the close of
the corporation's fiscal yeaz, the Boazd 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 liabili{ies, including the trust funds, of the corporation as of
the end of the fiscal year.
b) The principal changes in assets and liabilities, including trust funds, during
the fiscal yeas
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) (e)Any information required by Section 5322 of the California Nonprofit
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.
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Section 2. Records and Rights of Inspection. The corporation shall keep adequate
and correct books and records of account and minutes of the proceedings of its Member; as it
pertains to the Corooration, the Boazd and committees of the Boazd. 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 VII. Indemnification
Section 1. Statutory Indemnity. This corporation shall indemnify its Directors,
officers and employees to the fullest extent permitted bvef the California Nonprofit Public
Benefit CorporationLaw.
Section 2. Nonapplicability to Fiduciaries of Employee Benefit Plans. This
Article VII 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 of this Article VII. The
corporation shall have power to indemnify such trustee, investment manager, or other fiduciary
to the extent permitted by subdivision (f) of Section 207 of the California General Corpomtion
Law.
Article VIII, Other Provisions
Section I. 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 assignment or endorsement thereof executed
or entered into behveen 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 Secretaryor the
Treasurer.-°°, n,.a:.. ..... o..., ,.« .~.. ~ti: ~f r:......,.:a nfF,..._.. n....~..«...,«T ,..er 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 thesame. Any
such instruments maybe 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 Boazd, 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 of the corporation all rights incident to any
and all shazes 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.
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Section 3. Construction and DeSnitions. Unless the context otherwise requires, the
general provisions, roles of constmction, and definitions contained in the General Provisions of
the Califomia Nonprofit Corporation Law and in the Califomia Nonprofit Public Benefit
Corporation Law shall govern the constmction of these Bylaws.
Section 4. Establishment of Fiscal Year. The fiscal yeaz of this corporation shad
end on June 30 of each yeaz.
Section 5. Amendments. These Bylaws maybe amended or repealed by the
approval of [he Board, effective only upon the Member's written approval given in accordance
with Section ~ of Article II.
THIS IS TO CERTIFY:
That [ am the Secretary of the Santa Monica Pier Restoration Corporation and that the above and
foregoing Amended and Restated By-Laws were adopted as the By-Laws
of said cafpcwaiion on the day of , 20 by the Board of Directors
thereof aisd appraved by the Member thereof.
IN WITNESS NHEREOP, I have hereunto set my hand this day of
,20
Secretary
C 4NEadocs kSStPRtbylawsamevdeadoc,dt:0
2~~alw,z^~T2/78/20I1--- ----------- ------
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