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HomeMy WebLinkAbout09/22/1999SANTA ANA EMPOWERMENT CORPORATION Minutes of Regular Meeting September 22, 1999 CALL TO ORDER The meeting was convened at 6:03 p.m. in the Walker Elementary School All Purpose Room at 811 East Bishop Street, Santa Ana. ATTENDANCE The following Directors were present: Avila, Bracho (6:05 p.m.), Burfier-Lund, Cibrian, Cong (6:10 p.m.), Davis, Dietz, Garza, Haynes, Henley, Hernandez, Leman, Magdalena, Martinez, Metzler, Mijares, Ream, Richardson (6:15 p.m.), Yanez, and Zaragoza. The following Directors were absent: Armijo and Fogarty. Staff present were: Executive Director Nelson, Acting General Counsel Kaufman, Empowerment Zone Manager Schindler, Economic Development Aide Lahey, and Secretary Guy. CONSENTCALENDAR Motion by Magdalena, seconded by Dietz, to approve the following Consent Calendar items was adopted by the vote of l 7-0-5-0. * * SECRETARY'S NOTE: VOTES ARE TABULATED AS AYES, NOES, ABSENT AND ABSTAIN. 1. MINUTES Approve minutes of the Regular/Organizational Meeting of August 25, 1999. 2. SECRETARY'S REPORT Instruct the Secretary to enter into the Minutes. The August 25, 1999 Agenda for the Santa Ana Empowerment Corporation Board was posted on the door of the Santa Aha Unified School District Administration Building, 1601 E. Chestnut Street, Santa Ana on August 20, 1999 at 2:25 p.m. BUSINESS CALENDAR Director Bracho joined the meeting. 1. COMPLETION OF INCORPORATION REQUIREMENTS Motion by Hernandez, seconded by Avila, to approve the following resolution was adopted by the vote of 18-0-4-0. SANTA ANA EMPOWERMENT CORPORATION 6 SEPTEMBER 22,1999 MINUTES SAEC Resolution No. 1999-01 - A resolution to complete the organization of thc Santa Ana Empowerment Corporation 2. ELECTION OF CHAIR AND VICE CHAIR Director Yanez nominated Director Mijares for the position of Chair. By the unanimous informal consent of the Board, nominations were closed. By a vote of acclamation, Dr. Al Mijares was elected Chair of the Board of Directors. Director Cong joined the meeting. Director Zaragoza nominated Director Yanez for the position of Vice Chair. By the unanimous informal consent of the Board, nominations were closed. By a vote of acclamation, doe Yanez was elected Vice Chair of the Board of Directors. Chair Mijares assumed control of the meeting. Director Richardson joined the meeting. CORPORATION BYLAWS Motion by Hernandez, seconded by Leaman, was made to approve the following resolution. SAEC RESOLUTION NO. 1999-02 - A resolution adopting Bylaws Director Cibrian requested a "friendly" amendment to the Bylaws to increase the number of Directors to 23, with the 23Td Director appointed by the Board to be a resident of the Empowerment Zone, within Zone No. 4, that area west of Raitt Street, east of Fairview Street, north of Willis Street and south of 5th Street, and to make numbering changes throughout the Bylaws as necessary. The maker of the motion and second accepted the proposed amendment. Motion to approve SAEC Resolution No. 1999-02 as amended, was approved by the vote of 20-0-2-0. Director Zaragoza expressed concern that Bylaws Section 4.03, which provides that Director terms of office be assigned by lot, could result in none of the Empowerment Zone Resident Directors continuing on the Board in the second year of operations. She requested the Bylaws be amended to provide for a method of assigning staggered terms for Resident Directors. Motion by Ream, seconded by Yanez, to reconsider the Bylaws was approved by the vote of 20-0-2-0. SANTA ANA EMPOWERMENT CORPORATION 7 SEPTEMBER 22, '1999 MINUTES Motion by Zaragoza, seconded by Martinez, to approve the Bylaws, with an amendment to Section 4. 03 to include a method for choosing Director terms that ensures at least one Resident Director is selected for each of the term categories (one-year, two-year and three year), was approved by the vote of 20-0-2-0. AFFIRMATION OF PRIOR, PRE-INCORPORATION BOARD RECOMMENDATIONS Director Davis indicated a potential conflict of interest since the Southland Corporation could receive revenue from the application fee to be paid by those applying for Industrial Development Bonds and absented himself from the meeting. Acting Counsel Kaufrnan provided the Board with full disclosure of the fact that staff was considering contracting with the Southland Corporation to review and make recommendations to staff on the merits of applications received by the City for issuance of Industrial Development Bonds. He indicated that if the Southland Corporation performed this service, then a portion of the application fee would pay for the Corporation's review. Executive Director Nelson declared neither staff nor local consultant other than Southland could provide the unique service requested, and indicated Southland's fees were inexpensive and the firm experienced in handling applications for Industrial Development Bond funds. She noted that the Board in approving the resolution could in good faith determine, after staff's reasonable investigation under the circumstances, that the corporation could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. Motion by Burrier-Lund, seconded by Dietz, to adopt the following resolution was approved by the vote of 19-0-3-0. SAEC RESOLUTION NO. 1999-03 A resolution confirming (1) the form to be used to apply for Industrial Development Bonds, and (2) authorization to obtain temporary marketing brochures COMMITTEE REPORTS 1. OPERATING AGREEMENT Director Garza updated the Board regarding development of the agreement that will define the working relationship between the City and the Corporation and ensure the Board is empowered to make all decisions. Staff indicated a draft Operating Agreement would be circulated to Directors prior to the next Board meeting. 2. ESTABLISHMENT OF AD HOC MARKETING COMMITTEE Empowerment Zone Manager Schindler reported that he had communicated with Santa Ana Unified School District and Santa Ana College and that representatives from both institutions had expressed interest in working with the Empowerment Zone staff and Board to develop marketing brochures for the Zone. SANTA ANA EMPOWERMENT CORPORATION 8 SEPTEMBER 22, 1999 MINUTES Executive Director Nelson requested that two or three Board Members volunteer to serve on an Ad Hoc Marketing Comanittee. Noting Directors Zaragoza and Avila had agreed to participate in developing the marketing brochures, Chair Mijares suggested they serve on the Marketing Committee and encouraged other Directors to volunteer their services to the Committee. PRESENTATIONS 1. ARTS AND CULTURE PROGRAM City of Santa Ana Arts Administrator Jim Gilliam provided an overview of two programs that will be implemented as part of Empowerment Zone Year 1 funding: "After School Arts" will serve 300 youth in grades 4-8 and provide dance, music and drawing instruction, and "Arts in Person" will allow approximately 18,000 children and youth to attend visual and performing arts venues such as concerts, dance performances and plays. 2. HANDS TOGETHER CHILDCARE PROGRAM Episcopal Church of the Messiah Pastor Bradford Karelius and Dr. Sheri Senter briefed the Board on the services to be provided at the non-profit childcare center expected to open in a leased facility in December 1999. They explained the program will provide day care for 84 children, ages infant (six weeks) to pre-school, and offer reading readiness instruction, health screening, and speech, hearing, and vision assessments among other services. Karelius expressed his intention to seek Zone funding for construction of a facility in the future. 3. CONFLICT OF INTEREST/SELF DEALING Acting General Counsel Kaufman stated that his advice would be very conservative and based on provisions of the California Corporations Code. He explained that, in general, the law prohibits corporation board members from participating in discussions and voting on any item in which he/she has a material financial interest, and in addition, requires that fewer than 50% of the Directors have conflicts during a one-year period. Director Richardson requested Kaufman provide the Board with a written summary of his advice. Chair Mijares asked that Directors also be fumished copies of the Brown Act (the law requiring open meetings for a public body). 4. SANTA ANA UNIFIED SCHOOL DISTRICT BOND MEASURE SAUSD Facilities Planner Gordon Itow briefed the Board on the rapid growth of the District's student population that led to the School Board's decision to place a $145 million school construction bond measure on the November ballot. He indicated if the measure were approved by the voters, the funds would provide matching funds to build two new high schools, 11 new elementary schools and modernize 20 existing schools. SANTA ANA EMPOWERMENT CORPORATION 9 SEPTEMBER 22, 1999 MINUTES COMMENTS FROM THE BOARD OF DIRECTORS In response to an inquiry from Director Davis, Zone Manager Schindler reported that Empowerment Zone funding for fiscal year 1999/2000 had not yet been allocated, and that when allocated, would be for one year only. PUBLIC COMMENTS ON NON-AGENDA ITEMS There were no comments from members of the public. ADJOURNMENT The meeting adjourned at 7:54 p.m. ce C. Guy, Secretary SANTA ANA EMPOWERMENT CORPORATION 10 SEPTEMBER 22, 1999 MINUTES