SR-08-14-2012-3PCity of City Council Report
Santa Monica
City Council Meeting: August 14, 2012
Agenda Item: —3'P
To: Mayor and City Council
From: Rod Gould, City Manager
Subject: Santa Monica Pier Corporation (SMPC) 2012/13 Budget and Work Plan
Recommended Action
Staff recommends that the City Council:
1) approve the renaming of Santa Monica Pier Restoration Corporation (PRC) to
Santa Monica Pier Corporation (SMPC);
2) approve the SMPC's revised Articles of Incorporation and Fourth Amended and
Restated Bylaws;
3) approve the SMPC's FY 2012/13 Work Plan and Budget
Executive Summary
The Santa Monica Pier Restoration Corporation (PRC) has renamed itself the Santa
Monica Pier Corporation (SMPC) to better reflect the organization's recent realignment
from the restoration of the Pier, towards a renewed emphasis on marketing, community
programing and the advancement of planning efforts to guide the Pier into the future.
Staff is presenting to the Council for approval revised Articles of Incorporation, a fourth
Amended and Restated Bylaws, and its FY 2012/13 budget and work plan describing
the activities that it will undertake during this fiscal year.
Background
In November 1983, Council created the PRC to oversee the reconstruction and
revitalization of the Santa Monica Pier following severe storm damage during the
preceding winter. Today, the Santa Monica Pier is a dynamic public space within the
region and is recognized internationally as an iconic destination.
With the Pier's restoration complete, the City and PRC initiated an evaluation of Pier's
governance and management to ensure the Pier is well positioned for the future. On
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November 22, 2011 and February 28, 2012, the Council approved a series of changes
and appointed members to a new interim Pier board to succeed the PRC.
On March 21, 2012, the interim board eliminated 'restoration' from the organization's
moniker, renaming it the Santa Monica Pier Corporation (SMPC). In addition, the SMPC
amended and restated its bylaws to include the new name of the organization and
update certain provisions including clarifying signature authority for SMPC checks and
contracts.
The current Services Agreement with the interim board was approved by Council on
February 28, 2012. The Services Agreement requires the preparation of an annual
business work plan and budget to set forth the goals and objectives of the SMPC for the
ensuing fiscal year and subject to Council approval. In accordance with Section 4.1 of
the Services Agreement, the SMPRC is submitting its FY 2012/13 work plan and budget
to Council for its review and approval.
Discussion
Work Plan FY 2012/13:
Subject to Council approval, the attached Work Plan describes in detail the activities
SMPC will perform in the current fiscal year (Attachment C)
The SMPC's FY 2012/13 work plan concentrates on four main areas and includes a
description of activities for each area: History and Education, Branding and
Communications, Cultural Events /Programing, and Operations. In addition the SMPC
will work with the Office of Pier Management to develop sponsorship, marketing, events
and leasing guidelines for Council approval, and will continue to facilitate the Pier
visioning planning process.
• 'History and Education' includes new initiatives such as the development of a
mobile app to provide self - guided tours, and the establishment of a visitor center
to promote pier history and offer for sale Pier - related merchandise. SMPC staff
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has identified a retail space in the Carousel Building, currently occupied by a gift
shop, as the preferred location for the center. Approval of a license agreement is
on the August 14, 2012 agenda and will outline the terms and conditions for the
center's operation. The visitor center proposed to replace the Carousel gift shop
would be a revenue generating operation and will pay rent to the Pier Fund.
• 'Branding and Communications' includes rebranding efforts to enhance the
image and reach of the Pier.
• 'Cultural Events /Programing' calls for additional programming as well as an audit
on the current selection of programs. SMPC will explore targeted ticketed
programming that can generate revenues to support existing and additional free
community programing.
• 'Operations' includes activities required to administer and support the SMPC's
core functions and improve oversight, transparency and efficiencies.
Budget FY2012/13:
SMPC presents a FY 2012/13 budget with total revenues in the amount of $1,535,350
and expenditures in the amount of $1,528,500 (Attachment D).
Budgeted revenues of $1,535,000 include City's base grant funding of $507,350. Non
City funded revenue includes $455,000 in anticipated revenue generated from event
deck rental, film permits, carousel rental, corporate promotions, visitor center and
merchandise sales. An additional $573,000 is anticipated to be generated from program
sponsorships including $300,000 from Twilight Concert Series and $200,000 from new
event - driven opportunities.
The base grant from the City has increased by 1 percent from the previous year while
revenue from non -City sources is projected to increase by $453,000 or 79 percent over
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the previous year's budget primarily as a result of anticipated increases in sponsorship
for the Twilight Concert Series, other annually recurring community events and new
programing opportunities.
Expenditures related to the management of carousel and pier deck rentals, and the
establishment and operation of the visitor center are projected to be $190,500. Costs
related to staff salaries including a new position and benefits will be $497,000.
Expenditures related to programming including the Twilight Concert Series, other
annually recurring events and new programming opportunities are projected to be
$603,000.
The SMPC presents a nearly balanced budget for FY 2012/13 with a projected surplus
of $6,850.
Commission Action
The SMPC Board of Directors approved its name change on March 21, 2012, the FY
2012/13 Budget and Work Plan on May 21, 2012, and the fourth amended and restated
bylaws on June 6, 2012.
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Financial Impacts & Budget Actions
Funds in the amount of $507,350 have been allocated in Account No.30209.577300 for
the SMPC as part of the City's adopted 2012/13 budget.
Approval of the work plan and budget for FY 2012113 has no additional budget or
financial impact on the City.
Prepared by:
Elana Buegoff, Sr. Development Analyst
Approved:
Rod Gould
City Manager
Forwarded to Council:
Rod Gould
City Manager
Attachments:
A. Articles of Incorporation
B. Fourth Amended and Restated Bylaws
C. FY 2012/13 Work Plan
D. FY 2012/13 Budget
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Attachment A
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
OF
SANTA MONICA PIER RESTORATION CORPORATION
The undersigned hereby certify that:
1. They are the Chairman of the Board and the Secretary, respectively, of Santa
Monica Pier Restoration Corporation, a California nonprofit public benefit corporation (the
"Corporation ").
2. Article I of the Articles of Incorporation of the Corporation is amended to read
as follows:
ARTICLE I
The name of the Corporation is SANTA MONICA PIER CORPORATION
3. The foregoing amendment to Articles of Incorporation has been duly approved
by the board of directors of the Corporation.
4. The foregoing amendment to Articles of Incorporation has been duly approved
by the required vote of the member.
We further declare under penalty of perjury under the laws of the State of California that
the matters set forth in this certificate are true and correct of our own knowledge.
Dated: May .2 2012 0 -A
Judy Ab o
Chairman of the Board of the Corporation
%cu..h,
Barbara Stinchfield
Secretary of the Corporation
(304278 ].DOC /1234.001]
Attachment B
Fourth Amended and Restated Bylaws
Of the
Santa Monica Pier 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 "Board ") 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 Monica shall be the sole Member (herein
called the "Member" of this corporation and shall act through its City Council (the "City
Council ") in accordance with the City Charter, the City's Municipal Code and the applicable state
laws. The function of the Member shall be to elect the Board of Directors, to 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 of the
Member.
Section 2. Meetings of Member. There shall be an annual meeting of the Member
of this corporation held each year 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 given by it to the corporation for the purposes of notice.
All such notices shall be sent to the Member not fewer than three (3) days 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 Cleric ( "City Clerk ") of the City of Santa Monica give
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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
( "City Manager ") of the City of Santa Monica. Such notice shall comply with section 5511 of
the California Nonprofit Public Benefit Corporation Law.
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.
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 California 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 California 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 III. 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 Board. The Board may delegate the management of
the activities of the corporation to an Administrator and Staff, to any other person or persons, or
to committees however composed, including, without limitation, the Executive Committee
referred to in Section 15 of this Article III below, 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 an Administrator, 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 Administrator 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.
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(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 prior written approval of the Member.
(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 Administrator in the establishment of a budget for the corporation
and to oversee implementation of the budget by the Pier Administrator.
(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
Administrator.
Section 2. Number of Directors. The authorized number of directors shall be seven
(7) 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 two (2) years. Notwithstanding the foregoing, Directors shall
be appointed and hold office consistent with Member policy. The Member shall adopt a
nomination and election procedure that 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 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.
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.
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 or
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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 maybe removed without cause by the
vote of five (5) City Council members. A removed director's successor may be elected
immediately.
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. Regular meetings of the Board shall be held a time
and place within the City of Santa Monica that is specified by Board resolution.
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
meeting may be held as part of a regular meeting.
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. All regular meetings shall be noticed
pursuant to the requirements of the Ralph M. Brown Act, Government Code section
54950 et seq.
Section 8. Special Meetings. Special meetings of the Board for any purpose or
purposes may be called at any time by the Chair of the Board, the Administrator, the Vice Chair,
the Secretary, or any five (5) directors.
Special meetings of the Board shall be noticed pursuant to the requirements of the
Ralph M. Brown Act, Government Code section 54950 et seq.
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. Four (4) 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 requirements of the Ralph M. Brown Act relating to
teleconferencing are met, all persons participating can hear one another, and not less than a
quorum of the Board is present in person at the meeting.
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. Whether or not a quorum is present, a majority of
directors present may adjourn any directors' meeting to another time and place in conformance
with the requirements of the Ralph M. Brown Act. Notice of the time and place of an adjourned
meeting shall be posted in accordance with the Ralph M. Brown Act.
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 Government 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. 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 which the California Nonprofit Public
Benefit Corporation Law also requires approval of the members or
approval of a majority of all members;
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(b) The filling of vacancies on the Board 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 or the adoption of 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; or
(h) The approval of any self - dealing transaction, as such transactions are
defined Section 5233(a) of the California Nonprofit Public Benefit
Corporation Law.
Without limiting the foregoing, the primary purpose of the committees of the
Board shall be to advise the Administrator with respect to the Administrator'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.
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 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 III
applicable to meetings and actions of the Board.
When a joint meeting of the Committee and a special meeting of the Board are
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 running 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.
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Meetings of all standing committees shall be conducted in accordance with the
Ralph M. Brown Act.
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 IV. Transactions In Which Directors
Have Material Financial Interest
Section 1. Prohibition Against Self - Dealing Transactions. The corporation shall
not enter into any transaction where the corporation is a party and one or more of its directors has
a material financial interest or any other self - dealing transaction.
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
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; and
Article V. Officers
Section 1. Officers. The officers of the corporation shall be a Chair of the
Board, a Vice Chair and a Secretary - Treasurer. The same individual may not hold more than one
office..
Section 2. Election. The officers of the corporation, 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 appoint the Administrator
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.
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Section 4. Removal and Resignation. Any officer may be removed, either
with or without cause, by the Board at any time. Any officer may resign at any time by giving
written notice to the corporation, and such resignation shall take effect at the date of the receipt
of such notice or at any later time specified therein.
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.
Section 7. Administrator. Subject to such powers, if any, as may be given
by the Board to the Chair of the Board, the Administrator 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 business of the corporation. At the Board's
discretion, the Administrator shall have 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 Administrator 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 limitation,
the budget of the corporation and other financial matters of the corporation subject to the
oversight and general direction of the Board. The Administrator shall not be a director of the
corporation.
Section 8. Vice Chair. In the absence or disability of the Chair of the Board,
the Vice -Chair 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 -Chair shall have such other
powers and perform such other duties as from time to time may be prescribed by the Board. The
Vice -Chair must be a director of the corporation.
Section 9. Secretary- Treasurer. The Secretary - Treasurer 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 -
Treasurer 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 -
Treasurer shall have such duties and responsibilities with respect to the finances and accounts of
the corporation as may be prescribed for the Secretary- Treasurer by the Board from time to time,
which may include, without limitation, oversight of financial activities and chairing any audit or
budget committee established by the Board.
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The Secretary - Treasurer 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 of the 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 the Vice - Chair, the Secretary- Treasurer shall preside at meetings of the Board. The
Secretary - Treasurer must be a director of the corporation.
Article VI. 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, 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 5322 of the California Nonprofit
Public Benefit Corporation Law (pertaining to certain transactions and indemnifications
involving interested persons).
I) 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 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 Corporation, 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 VII. Indemnification
Section 1. Statutory Indemnity. This corporation shall indemnify its Directors,
officers and employees to the fullest extent permitted by the California Nonprofit Public Benefit
Corporation Law.
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 Corporation
Law.
Article VIII, 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 assignment or endorsement thereof executed
or entered into between the corporation and any other person, when signed by (a) the
Administrator up to limits established by the Board, or (b) the Chair of the Board, the Vice -
Chair, or the Secretary - Treasurer of the corporation in accordance with the authority conferred
by the Board shall be valid and binding on the corporation. 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. Attached A provides the limits and requirements
for designated signatories approved by the Board of the Santa Monica Pier Corporation.
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 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 otherwise requires, the
general provisions, rules of construction, and definitions contained in the General Provisions of
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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 5. Amendments. These Bylaws may be amended or repealed by the
approval of the Board, effective only upon the Member's written approval given in accordance
with Section 5 of Article II.
THIS IS TO CERTIFY:
That I am the Secretary- Treasurer of the Santa Monica Pier Corporation and that the above and
foregoing Fourth Amended and Restated By -Laws were adopted as the By -Laws of said
corporation on the day of 20 by the Board of Directors thereof and
approved by the Member thereof.
IN WITNESS WHEREOF, I have hereunto set my hand this day of
.20
Secretary - Treasurer
-11-
ATTACHMENT A
Signature Authority for Pier Corporation Checks and Contracts
Contract Signing Authority`
$
Type
Signature Required
0-$1000
Carousel birthdays,
AD or DD
security service, private
parties
$1000 - $5000
Carousel private parties,
AD
corporate promotions,
filming permits
$5001 - $20,000
Deck events, e.g. 5k
AD
Runs
$20,000+
Tentpole events, e.g.
AD + BD
TCS booking contract
Check Signing Authority
$ Type Signature Required
0-$1000 Security, custodial and AD or BD
return of deposits for
carousel parties, general
office bills
$1000+ Health insurance, buyout AD + BD
of parking lot for events,
consultant fees, etc.
*Duration: Any contract lasting longer than one year requires both AD + BD
AD = Administrator
BD = Authorized Board Member
DD = Deputy Director
12-
Attachment C
Santa Monica Pier Corporation
2012 -2013 Work Plan
Goal of the SMPC
To elevate the visitor experience of the Pier for all audiences
Goal of the 2012 -2013 Work Plan
To provide a roadmap for elevating the Pier experience through expansion of
programming, updating of Pier branding and communications, and working with the
Office of Pier Management (OPM) to develop a vision for Enhancement Planning,
SMPC Areas of Focus
1. History & Education
2. Branding & Communications
3. Cultural Events & Programming
4. Operations
SMPC + OPM Areas of Focus
• Enhancement Planning
• Guidelines
History & Education
Why: Preserving and sharing the history of the Pier and surrounding points -of-
interest enriches the visitor experience while providing context for many of the events
and attractions.
How: Enhanced story- telling and engagement opportunities
1. High - visibility Contemporary Installations: Explore opportunities to
upgrade and expand the current historical installations, which are low -
visibility and under - designed.
2. Technology: Website upgrades & mobile app to provide self - guided tours,
historical notes, and promotional opportunities
3. Education Partnerships: Engage local education partners like Heal the Bay,
SMC, & SMMUSD to explore interactive /outdoor classes, tours and
educational programming.
4. Visitor Center: Define best opportunity for well- designed Visitor Center as
first - point -of- contact to promote history, pier tours, information sharing, and
merchandise.
Branding & Communications
Why: For many potential visitors and devotees, the first point -of- contact with the pier
is a Google search, web visit, promotional flyer, or ad. Elevating these communications
pieces is a lower -cost, high visibility way to enhance the image and reach of the Pier.
How: Communications redesign & in -house resources
1. Digital Comms Rebranding: Website, E -blast templates, and Social Media
all need a face -lift and updated tone. Explore e -comm and ticketing
functions.
2. Updated Media Kit: Updated selling tool for potential promotional partners,
location scouts, and production agencies.
3. In -House Resource: SMPC needs an in -house graphic designer w/ digital
specialty for web updates, eblasts, event flyers, merchandise, and media kit.
Resource also provides opportunity for co -op marketing w/ lessees.
4. Way- finding and informational signage: Work with the OPM to ensure
appropriate branding & design of physical signage
S. Merchandise Review & Redesign: The Pier's brand travels around the
world via t- shirts, postcards, historical artifacts, books, and other apparel.
Customers are becoming ever - increasingly aware of the quality of goods
versus "promotional shlock ". Review and redesign assortment as needed.
Cultural Events & Programming
Why: The two quickest ways to elevate the Pier brand are through a communications
redesign and additional programming that targets culture seekers. Also, an audit on
current programming partners and communications design should ensure consistent
evolution of the brand across all channels.
How: Develop off - season programming to target culture- seekers, and create
efficiencies with current programming
1. Master Calendar & Best Practices: Develop a master events calendar for
both internal and social media use, to help identify areas of opportunity or
bandwidth issues. In conjunction, develop a Best Practices analysis of
partners /orgs combining contemporary culture w/ historic platforms, e.g. DJ
nights at the Natural History Museum.
2. Current Partner Audit: Assess current partners and deals for opportunities
for content upgrades or multi -year deal efficiencies.
3. Long -lead New Era Partner Outreach: Define the complementary brands
and organizations that best represent the new era of the Pier as a landmark
of contemporary culture. Engage in long -lead relationship development w/
targeted brands, arts organizations, media companies, content providers, etc.
4. Fill Programming Holes: By analyzing the master events calendar by target
audience, we can see what audiences are underserved and develop
appropriate programming. This is also an opportunity to round out free
community programming with targeted ticketed programming that can
generate revenue to offset losses.
S. Enhancement Planning w/ OPM for Optimal Programming: Work with
the OPM to define Enhancement Planning to accommodate range of cultural
events (art, film, music, theater, education, promotions, etc...).
Operations
Why: SMPC is like a small start -up. To focus on the razzle - dazzle, we have to make
sure the back -end is working properly first.
How: Optimize resources and processes
1. Culture of Inclusion & Transparency: In this small of an organization,
everyone needs to know what's going on so they can add the most value.
2. Budget Standardization: Simplicity, clarity, and transparency are our goals
for budgeting.
3. Let's get some Interns: Start -ups need all the help they can get. 2 -3 interns
specialized in Digital Design, Communications, and General /Operations.
4. Street Performer Monitoring: Explore efficiencies of current system
5. Facility Rental Outreach: Make sure we are engaging in targeted outreach
for all interested parties. Target list and updated Media Kit will facilitate.
6. Production Asset Review: Will current stage and production assets cover
short -term programming needs until enhancement planning is complete?
SMPC + OPM
Enhancement Planning
OPM's goal over the course of 2012 -13 FY is, working closely with the SMPC Board
and Staff, to engage the public in the Pier visioning and planning process and
develop a first draft of the study that will then be refined over the summer and fall
of the following fiscal year.
Guidelines
OPM and SMPC staff during FY 2012 -13 will work with the Board in developing
sponsorship, marketing and events guidelines. Upon approval of each guideline by
the Board, OPM will organize the presentation of the guidelines for action by the
City Council. During the first quarter of FY 2013 -14 OPM and SMPC will work with
the Board to complete the final guideline - leasing, which shall be compatible with
the Pier plan.
Major Improvement Projects
OPM will be coordinating two major improvement projects for the Pier in FY 2012-
13, the phase IV infrastructure improvements that will replace the infrastructure of
the area of the Pier currently cover with metal plates and restore the wooden
boardwalk and the replacement of the north and south stairs that connect the Pier
to the beach. OPM will work with SMPC staff to minimize impacts to SMPC
operations and activities.
Work Plan Calendar (estimated)
Plannine
• Scope of work and visioning principles -July 2012
• Consultant team on board and initial public sessions - September /October
2012
• First Draft of Plan- May /June , 2013
Guidelines
• Sponsorship - September 2012
• Marketing - October 2012
• Events - May 2012
SANTA MONICA PIER CORP
Attachment D
FY 2012/2013
Income
Expenses
City Funding
Facilities - Merchandise
Facilities - Event Deck Rental
Facilities - Film Permits
Facilities - Carousel Rental
Facilities - Corporate Promotions
Facilities - Visitor Center
Programming - TCS
Programming - Paddle Board
Programming - Wake Up With The Waves
Programming- Movie Nights
Programming - Opportunistic
Total Income
Facilities- City Refund - Carousel
Facilities - City Refund - Pier Deck
Facilities - staffing, security, & supplies
Facilities - Visitor Center set -up cost
Facilities - Vistitor Center on -going costs
People - Wages & Salaries
People- Education Curriculum Consultant
People - Partnerships Consultant
People - New Hire - digital design
People - Benefits
Approved Budget
Actual Budget as
Forecast End of
Proposed FY 12/13
% Change
FY 11/12
of 5.15.12
Year 6.30.12
$45,000
0%
$501,086
$501,086
$501,086
$507,350
1%
-
$5,278
$5,500
$10,000
82%
$100,000
$45,645
$90,000
$100,000
11%
$75,000
$102,930
$110,000
$110,000
0%
$110,000
$80,808
$95,000
$100,000
5%
$120,000
$54,750
$75,000
$75,000
0%
-
-
-
$60,000
$170,000
$272,000
$272,000
$300,000
10%
-
-
$60,000
$60,000
0%
$8,000
$8,000
$8,000
0%
-
-
$5,000
-
-
-
$200,000
$1,076,086
$1,070,497
$1,216,586
$1,535,350
26%
$40,000
$33,659
$37,000
$38,000
3%
$0
$36,950
$45,000
$45,000
0%
-
$16,260
$17,500
$17,500
0%
-
-
$30,000
-
-
$60,000
$216,352
$275,000
$350,000
27%
-
-
-
$15,000
$78,000
$53,250
$70,000
$85,000
21%
-
-
-
$55,000
$94,091
$63,312
$78,000
$92,000
18%
People - Office Supplies, Services, Audit, Insurance
$73,600
$59,330
$70,000
$83,000
19%
Marketing - Media Kit & B -to -B outreach
$30,000
$4,664
$4,664
$15,000
222%
Marketing - Web & Communications Update
-
-
-
$30,000
Marketing - General PR & Advertising
-
-
-
$10,000
Programming - TCS
$209,000
$313,634
$313,634
$320,000
2%
Programming- Paddle Board
$22,000
$6,050
$61,000
$61,000
0%
Programming- Wake Up With The Waves
-
$12,000
$12,000
$12,000
0%
Programming - Movie Nights
-
-
-
$5,000
Programming - Holiday Program
-
$5,000
$5,000
$5,000
0%
Programming - Opportunistic
-
-
-
$200,000
Total Expense
$546,691
$820,461
$988,798
$1,528,500
Net Income $6,850
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Dr. Margaret R. Ouifianes- Perez, Chair, Dr. Nancy Greenstein, Pue Chair, Dr. Susan Aminaff;
Judge David Finkel (Het.); Louise Jaffe; Rob Hader, Dr. Andrew Walter,
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U.S. Postage Paid
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