HomeMy WebLinkAbout06/28/1994, C-2 - CITY COUNCIL CONSIDERATION AND ADOPTION OF THE BYLAWS OF THE CENTRAL COAST PERFORMING ARTS CENTER COMMISSION �I�BII���ll�llllllf IIInii�II II`IIU MEETING DATE:
�r San �BI$p� June 28, 1994
COUNCIL AGENDA REPORT ITEM NUMBER:/)
u CI"J
From: John Dunn, City Administrative Officer,-, -.
Subject: City Council consideration and-adoption of the Bylaws of the Central
Coast Performing.Arts Center Commission
CAO RECOMMENDATION
That the City Council approve the Bylaws of the Central Coast Performing Arts Center
Commission.
DISCUSSION
The City has been involved as a partner in planning and designing a Performing Arts Center
since 1985, when the City retained the firm of Hall Goodhue Haisley and Barker for the
initial study. In 1986 the City was a party, together with Cal Poly and the Foundation for
the Performing Arts, to producing a Memorandum of Understanding. In 1988 the City and
our two partners put together the Development Agreement, relating to the planning and
construction of the facility. In March of 1993 the Articles of Incorporation of the Central
Coast Performing Arts Center Commission were approved. In September of 1993 the
Operating Agreement for the Performing Arts Center was approved. Before you for review
at this time are the Bylaws of the Commission.
As in the previous cases of the above cited documents, the Bylaws were a cooperative work
effort of the three parties to the agreements. The Bylaws basic provisions are as follows:
Section 2 Purposes sets forth the three purposes of the Commission as follows:
A. Advising the California Polytechnic State University and the manager of the
Performing Arts Center located on University property on Center operating,
scheduling and maintenance policies;
B. Reviewing and adopting an annual Performing Arts Center Operating Budget and
any amendments thereto; and
C. Performing any operating or other functions related to the Center as may be
authorized by the University, the City of San Luis Obispo, and the Foundation for
the Performing Arts Center.
Article IV-Governance in Section 2 Selection of Directors states Directors shall be selected
by appointment as follows:
t
"��fl�►�11�11111���1° IIUIU city of San tins oBIspo
COUNCIL AGENDA REPORT
Appointing Authority: Directors: Alternates:
University President Five Five
City of San Luis Obispo Two Two
Foundation for the Performing
Arts Center Two Two
Section 6 -Officers and Their Duties sets forth that the four officers shall be the Chair, Vice
Chair, Secretary and Chief Financial Officer and sets forth the duties of these four officers.
Article N - Board Actions and Meetings in Section 1 Board Actions states, in part, that "all
actions of the Board require the assent of at least five Directors including at lease one
assenting vote of a Director or Alternate from each appointing authority. Board action to
adopt or amend a budget requires at least seven Directors, including at least one assenting
vote of a Director or Alternate from each appointing authority".
Section 2 - Board and Committee Meetings sets forth that regular meetings of the Board
of Directors shall be held no less than every three months and provides for special meetings
and sets forth the location, agenda and noticing requirements of the meetings which "shall
be held in compliance with applicable provisions of the California open meeting law".
Article V sets forth identification and hold harmless provisions.
The overall purpose of the Bylaws is to allow for the formation and functioning of the
Central Coast Performing Arts Center Commission, the governing board for the operation
of the Performing Arts Center.
These Bylaws have been reviewed and approved by Cal Poly State University and the
Foundation for the Performing Arts, and are recommended to you by the other two parties
to the agreement and City staff.
ATTACHMENT
1. Proposed Bylaws
JD:mc
h/pacbylaw
L'-07'92
DISCUSSION DRAFT No. 5
CENTRAL COAST PERFORMING ARTS CENTER
COMMISSION
BYLA WS
Article I
Authorizations and Purposes
Section 1 Authorizations. The Commission, as a corporation, has been organized
under Articles of Incorporation dated March 30, 1993. These Bylaws are
authorized under the provisions of Section 5150 of the California Nonprofit Public
Benefit Corporation Law, and under Section 2.01.14 of the Operating Agreement
for Performing Arts Center, dated September 7, 1993.
Section 2 Purposes. The Commission has been organized for the purposes of:
a. Advising the California Polytechnic State University and the manager of
the Performing Arts Center located on University property on Center operating,
scheduling and maintenance policies;
b. Reviewing and adopting an annual Performing Arts Center Operating
Budget and any amendments thereto; and
c. Performing any operating or other functions related to the Center as may
be authorized by the University, the City of San Luis Obispo, and the Foundation
for the Performing Arts Center.
REVIEWED AND APPROVED IN CONCEPT BY COMMISSION 3/17/94
- - DRAFT- - - - DRAFT- -
Article II
Interpretation
Section 1. These Bylaws establish the organizational framework within which the
Commission shall function, and they shall be interpreted consistent with the
Articles of Incorporation of Central Coast Performing Arts Center Commission,
dated March 30, 1993, or as it may be amended from time to time, the Operating
Agreement for Performing Arts Center, dated September 7, 1993, and applicable
provisions of the California Nonprofit Corporation Law, not otherwise provided for
in the Articles of Incorporation, the Operating Agreement, or these Bylaws.
Article III
Membership
Section 1 Members. The Commission shall have no members as that term is
defined in section 5056 of the California Nonprofit Corporation Law. Unless
otherwise provided herein or in the California Nonprofit Public Benefit Corporation
Law, any action which would otherwise require approval by a majority of all
members or approval by the members shall require only approval of the Board of
Directors. All rights which would otherwise vest in the members shall vest in the
Board of Directors.
Section 2 Associates. Nothing in this Article III shall be construed as limiting the
right of the Commission to refer to persons associated with it, who participate in
any activities of the Commission, as "members" even though such persons are not
members, as defined in Section 5056 of the California Corporations Code. Such
persons shall be deemed to be associated persons with respect to the Corporation
as that term is defined in Section 5332 of the California Nonprofit Public Benefit
Corporation Law and no such reference shall constitute anyone a member of the
Commission.
2
- - DRAFT- - - - DRAFT- -
Article IV
Governance
Section 1 Governing Board. The Commission shall be governed by a board of
directors comprised of nine directors. The Board of Directors shall be responsible
for the corporate affairs of the Commission and shall carry out the purposes of the
Commission. The Board shall, as appropriate, adopt policies and procedures
determined necessary to accomplish those affairs and purposes.
Section 2 Selection of Directors. Directors shall be selected by appointment as
follows:
Appointing Authority: Directors: Alternates:
University President Five Five
City of San Luis Obispo Two Two
Foundation for the
Performing Arts Center Two Two
Section 3 Director Terms. Directors shall be appointed to staggered three-year
terms. Prior to the organizational meeting of the Board of Directors, initial directors
shall be selected by the appointing authorities. At the organizational meeting, the
initial directors shall decide by lot which three among them shall serve a three-year
term, which three shall serve a two-year term, and which three shall serve a
one-year term.
Section 4 Removal of Director. A director may be removed at any time without
cause by the appointing authority.
3
- - DRAFT - - - - DRAFT- -
Section 5 Board Quorum. A quorum of the Board of Directors shall be five
directors or alternates, and at least one director or alternate of each appointing
authority.
Section 6 Officers and Their Duties. The officers of the Commission shall be the
Chair, Vice Chair, Secretary, and Chief Financial Officer. Officers shall be elected
by and serve at the pleasure of the Board.
The Chair shall preside at meetings of the Board of Directors, and shall have the
authority to call and conduct meetings of the Board of Directors, the Executive
Committee, if one is established, and to appoint directors and committee chairs to
any committees established by the Board. The Chair shall represent the
Commission before other boards or entities on matters within the purview of the
Commission and upon policy or other matters acted upon by the Board of
Directors. The Chair shall consult with the Board of Directors and keep it apprised
of significant Commission affairs as appropriate to the circumstances.
The Vice Chair shall perform the duties of the Chair in the absence of the Chair,
and serve in such capacities as may be requested by the Chair or authorized by the
Board.
The Secretary shall: take and record accurate minutes of all Board and committee
meetings; preserve in a permanent file all minutes, correspondence and other
official records of the Commission; and perform other duties authorized by the
Board.
The Chief Financial Officer shall: have charge of the funds and securities of the
Commission, and shall cause them to be deposited as approved by the Board; and
see that accurate record is kept of the funds and shall make no less than quarterly
reports to the Board of Directors.
4 A,�
- - DRAFT- - - - DRAFT- -
Section 7 Board Alternates. Alternates may attend Board and committee meetings.
Alternates have voting rights in the absence of their appointed director. An alternate
may not serve as an officer or perform the duties of an officer for their appointed
director.
Article IV
Board Actions and Meetings
Section 1 Board Actions. Except as provided below, all actions of the Board
require the assent of at least five directors, including at least one assenting vote of
a director or alternate from each appointing authority. Board action to adopt or
amend a budget requires at least seven directors, including at least one assenting
vote of a director or alternate from each appointing authority.
Section 2 Board and Committee Meetings. Regular meetings of the Board of
Directors shall be held no less than every three months on a schedule set by the
Board. Special meetings may be called by the Chair or by any two directors or
their alternates.
All Board and committee meetings shall be held in the Center unless the notice of
meeting specifies another location which is convenient for and accessible by the
public. Each meeting shall include an agenda, the content of which shall be set
prior to the meeting, and to the extent practicable, shall be included with the
meeting notice. All Board and Board Committee meetings shall be held in
compliance with applicable provisions of California open meeting law.
5 a2"7
- - DRAFT= - - - DRAFT- -
Article V
Indemnification and Hold Harmless
Section 1 Indemnification of Coroorate Agents.
(a) Any person who was or is a director, officer, employee or other agent
of the Commission (collectively "Agents") may be indemnified by the Commission
for any claims, demands, causes of action, expenses or liabilities arising out of, or
pertaining to, the Agent's service to or on behalf of the Commission to the full
extent permitted by California Corporations Code Section 5238.
(b) The Commission shall have power to purchase and maintain insurance
on behalf of any agent of the Commission against any liability asserted against or
incurred by the agent in such capacity or arising out of the agent's status as such
whether or not the Commission would have the power to indemnify the agent
against such liability under Section 5238 of the Corporations Code; provided,
however, that the Commission shall have no power to purchase and maintain such
insurance to indemnify any agent of the Commission for a violation of Section
5233 of the Corporations Code.
Section 2 Nonnaid Directors; Alleged Failure to Discharge Duties:
No Monetary Liability.
Except as provided in section 5233 or 5237 of the Corporations Code, there is no
monetary liability on the part of, and no cause of action for damages shall arise
against, any nonpaid director, including any nonpaid director who is also a nonpaid
officer, of the Commission based upon any alleged failure to discharge the person's
duties as director or officer if the duties are performed in a manner that meets all
of the following criteria:
(a) The duties are performed in good faith.
(b) The duties are performed in a manner such director believes to be in
the best interests of the Commission.
(c) . The duties are performed with such care, including reasonable inquiry,
as an ordinarily prudent person in a like position would use under similar
circumstances.
6
- - DRAFT- - - - DRAFT- -
Section 3 Personal Liability of Volunteer Director or Officer for Negligence.
(a) Except as provided in subparagraph (c), below, there shall be no
personal liability to a third party on the part of a volunteer director (or alternate
director) or volunteer executive committee officer of the Commission caused by
the director's or officer's negligent act or omission in the performance of that
person's duties as a director or officer, if all of the following conditions are met:
(i) The act or omission was within the scope of the director's or
executive committee officer's duties.
(ii) The act or omission was performed in good faith.
(iii) The act or omission was not reckless, wanton, intentional, or
grossly negligent.
(iv) Damages caused by the act or omission are covered pursuant
to a liability insurance policy issued to the Commission, either in the form of a
general liability policy or a director's and officer's liability policy, or personally to
the director or executive committee officer. In the event that the damages are not
covered by a liability insurance policy, the volunteer director or volunteer executive
committee officer shall not be personally liable for the damages if the Board and
the person had made all reasonable efforts in good faith to obtain available liability
insurance.
(b) For purposes of this section 3, "volunteer" means the rendering of
services without compensation. "Compensation" means remuneration whether by
the way of salary, fee, or other consideration for services rendered. However, the
payment of per diem, mileage, or other reimbursement expenses to a.director or
executive committee officer does not affect that person's status as a volunteer
within the meaning of this section.
(c) This section does not eliminate or limit the liability of a director or
officer for any of the following:
(i) As provided in section 5233 or 5237 of the Corporations Code;
or
(ii) In any action or proceeding brought by the California Attorney
General.
As used in this section, the term "director" includes alternate director.
- - DRAFT- - - - DRAFT- -
Article VI
Bylaws Adoption and Amendment
These Bylaws and any amendments thereto shall first be submitted to each appointing
authority for review and comment in a timely manner prior to formal consideration and
adoption by the Board of Directors at a regular meeting.
These Bylaws were reviewed by the President, California Polytechnic State University,
the City Council of the City of San Luis Obispo, and the Foundation for the Performing
Arts Center, then approved and adopted at the regular meeting of the Commission
Board of Directors on 1994.
(signature)
COMMISSION SECRETARY
(j:\propby1w.3rg)
8