HomeMy WebLinkAbout19D - CMD ANNUAL REPORTREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
JULY 16, 2012
TITLE:
DOWNTOWN SANTA ANA COMMUNITY
MANAGEMENT DISTRICT ANNUAL
REPORT
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
? As Recommended
? As Amended
? Ordinance on 1st Reading
? Ordinance on 2"d Reading
? Implementing Resolution
? Set Public Hearing For_
CONTINUED TO
FILE NUMBER
Approve the 2011-12 Downtown Santa Ana Community Management District annual report
submitted by Downtown Inc.;
2. Authorize staff to submit the FY 2012-2013 Downtown Santa Ana Community Management
District Special Assessment date to the Orange County Auditor-Controller by August 10,
2012.
DISCUSSION
On December 15, 2008, the City Council adopted a resolution establishing the Downtown Santa
Ana Community Management District (CMD) and the levy of an assessment of the property
owners within the District to fund various activities in the Downtown. The CMD plan provided that
the initial tax assessment be levied in FY 2009-10 and that the operating term of the CMD be
January 1, 2010 to December 31, 2014.
The City entered into a management agreement with Downtown Inc. on June 9, 2009 to operate
the Community Management District and to oversee the expenditure of the assessments collected
during the five-year term of the CMD. The ordinance establishing the Community Management
District and the management agreement with Downtown Inc. requires the submission of an annual
report to the City Council containing the following information:
1) Any changes including, but not limited to, the boundaries of the CMD or any benefit zones
within the district, the basis and method of levying the assessments, and any changes in
the classification of property if a classification is used (Exhibit 1);
2) The improvements and activities to be provided for that upcoming fiscal year, to be
presented at the meeting by Executive Director Vicky Baxter;
3) An annual budget for improvements and activity costs for the upcoming fiscal year (Exhibit
2);
19D-1
CMD Annual Report
July 16, 2012
Page 2
4) The method and basis of levying the assessment in sufficient detail to allow each real
property owner to estimate the amount of the assessment to be levied against his or her
property for that fiscal year (Exhibit 3);
5) The amount of any surplus or deficit revenues to be carried over from a previous fiscal year
(Exhibit 2);
6) The amount of any contributions to be made from sources other than assessments levied
pursuant to this part (Exhibit 2).
On August 24, 2011, the City Council modified the district boundaries to exclude territory from the
CMD. The Council also approved the Management District Plan and Engineer's Report to reflect
these boundary modifications. Downtown Inc. has recently submitted the 2011-12 annual report
for the Downtown Santa Ana Community Management District and revised corporate bylaws
(Exhibit 4).
Based on the current issues regarding City Council conflicts of interest, staff is recommending that
this action be continued until such time as there is a quorum of the City Council members eligible
to take action on the item. Only upon City Council action to authorize the Downtown Inc. annual
report/budget can the Downtown Community Management District special assessment data be
submitted to the Orange County Auditor-Controller by the August 10, 2012 deadline.
FISCAL IMPACT
There is no fiscal impact associated with this action.
a/Yl G?-c?it?
Nancy T. E rds
Interim Exec ive Director
Community Development Agency
NTE/kg
Exhibit: 1. Boundary Map
2. Budget
3. Assessment Formula
4. Corporate Bylaws
19D-2
Downtown Inc.
Community Management District
Modified Boundaries
EXHIBIT 1
19D-3
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19D-7
Downtown Incorporated
2012-2013 Draft Budget
Estimated Revenue
Property Tax Assessment 727,805.72
Membership Dues 3,600.00
Event Revenue 5,000.00
Sponsorships 10,000.00
746,405.72
Total Staff Salaries
FT Salaries 185,000.00
Part Time Salaries 36,000.00
221, 000.00
Indirect Employer Cost
Benefits 35,000.00
Payroll Taxes 20,000.00
Workers Compensation 2,500.00
Allowances 1,000.00
58, 500.00
Maintenance
Maintenance Program 126,100.00
Office Maintenance 1,200.00
Maintenance Uniforms 1,000.00
128,300.00
Security
Ambassador Program 115,000.00
115,000.00
Physical Enhancement
Furniture, Fixture, and Equipment 8,000.00
Banners/Decor/Lighting 8,000.00
16,000.00
Marketing
Marketing Discretionary 60,000.00
Public Relations 30,000.00
Website Maintenance 10,000.00
100, 000.00
Furniture, Fixture and Equipment
Office Equipment Lease 5,000.00
Office Equipment Purchase 2,000.00
Other Fixtures and Equipment 1,500.00
Equipment/Facility Rental 2,000.00
Small tools and Equipment 1,250.00
11, 750.00
Operational Cost
Office Lease 18,000.00
1
19D-8
Downtown Incorporated
2012-2013 Draft Budget
Telephones 4,200.00
Electricity 4,600.00
Security System 800.00
Parking Perm itsNalidation 2,000.00
Interne/Email 1,000.00
Copying, Printing, Binding 3,000.00
Subscription, Publications, Books 1,000.00
34, 600.00
Services and Fees
Accounting Services 12,000.00
Payroll Processing 3,000.00
Taxes, License, Permits, Fees, Other 2,000.00
17, 000.00
Office Supplies
General Supplies
Film/Printing/Copying/Developing 2,500.00
Refreshments (meetings) 800.00
Awards/Plaques/Trophies/Gifts 500.00
Small tools/Equipment 500.00
Maintenance Supplies 500.00
4,800.00
Other
Conference/Workshop/Training 1,500.00
Dues/Membership/Fees 2,000.00
Subscriptions, Publications, Books 500.00
Postage 1,105.72
Meals & Entertainment/Travel
Allowance 1,000.00
Advertisement/Publicity 3,000.00
Contribution/Support to other
programs 2,000.00
Newsletter Production - Outside 2,250.00
Graphic/Artistic Design Services 2,500.00
Special Event Assistance 5,000.00
Unrestricted Funds 19,100.00
39, 955.72
Projected Revenue 746,405.72
Total Expenses 746,405.72
2
19D-9
19D-10
Assessment Formula.
Street Frontage Fes + Land Arm Fes + SulMng Mee Fee + Parcel Fee
1. Stnglatarrft rssidentbd uses are set at a rate of 10 cents per squa a foot of bull ft pad, iron one do f e baths are set at a fiat rate o f$100 per unit
( dlud s residential condoe).
2. MukW t * ratderdial uses of rive or more units are set at 25 percent of mspecti«e base assessment rates (apartments).
3. Nonpwfto (501c3) ownedbaupied properties are sat at 25 percent of respective base assessment rates.
4 Bulking am are rapped at a floor area ratio (FAR) of 4.0.
5. Cloveirunwtownedloccupled properties Kit not be aesemad and will >eaeive no direct mv
6. Residential uses, regardless of the number of units, that are 100 percent prcjeot4*W rental assistance programs; far example, senior housing and ft
Ice, wit not be assessed and wiA receive no direct seryicea
7. Mbmd4m pr opartieWcomplexes will generally be wessed based on prorated roe, using brie following guidelines:
CwnmudaNOlfice condos,- NO ttasi ri UM (MAMA owners}
a. Bung area fee at full bukkV area fee rate (sh%ctured panirkag area excluded)
b. Land area fee at NO land area fee rate but prof for each unit based on ratio of unit building area to total Widkrg area.
a Frontage fee at full frontage rate but prorated for each unk based on redo of unit building area to total building area.
a f?ixsd-ties Bernet` ?rourxkFloor f?ommercai Sri ter F? (etrnple owrnerl
a. Suff*V area file at M rate for cornmerdal area and 25 percent commercial rate for residential are (atrucixid parking area aradtrdad).
b. Land an fee at full land area fee ratt
a Frontage tee st fultfrontage rasa.
Mbco"seCowlos• GMyN twr coax mn:Ul'snd Uboer-lour R"WoMW (multigb oywwali
a
&Aft area fee at full rate for conxne vial pod areas and 10 cents par square foot d balding pad area, per residential condo unit (stnrdured perking
am OdAxw.
b. Land arse foe at U band arcs fee rate for commercial pad foctprl nt
a Frontage fee at full frontage note formnmorofet as s (ground floor dr sct frontage).
d. Live, work condo amts w#rere there is a dawn and Iagally defined dbaftion between wort specs and WN vmw4A be aaased using a won of
a, b, and c above.
Street Frontage Fee is cal xMW by multiplying the linear feet of shot frontage of a parcel by ere Street Frontage Rob (i6 per foot).
Lanni Mee Fee is calculated by multiplying tine swore footage of ft parcel by the Land Area Rob (10 cents per square foot)
BulkI ng Area Fee is caladatsd by multiplying the square footage of a structure, as derived from its gross exteft L ions, by the Building Area Rats
(15 cents per tnquare foot).
Fiat Parcel Fee - each kxibviduai Assessor's Parcel is ame`sed the Flat Parcel Rob ($M).
Street Frontage Rate Land Area Rib Buiki>irtg Ara We Flat Parcel Raft
$6.00 per lirwar foot 100 per square foot 15¢ per square foe $425 per parcel
EXHIBIT 3
47
19D-11
19D-12
BYLAWS OF DOWNTOWN INCORPORATED
Revised 2011
ARTICLE I. NAME AND PURPOSE
SECTION 1. NAME
The name of this Corporation shall be Downtown Incorporated.
SECTION 2. GENERAL PURPOSE
This Corporation is a nonprofit mutual benefit Corporation organized under the California Nonprofit
Mutual Benefit Corporation Law. In general, the purpose of this Corporation is to engage in any
lawful act or activity for which a Corporation may be organized under such law.
SECTION 3. SPECIFIC PURPOSE
The specific purpose of this Corporation is to enhance and promote the unique and varied economic
interests of Downtown as the historic, cultural, and commercial heart of the community of Santa Ana.
SECTION 4. LIMITATIONS
(a) This Corporation is not organized, nor shall it be operated, for pecuniary gain or profit, and it
does not contemplate the distribution of gains, profits, or dividends to the members thereof or
to any private shareholder or individual as defined in appropriate sections of the Internal
Revenue Code.
(b) Notwithstanding any of the above statements of purpose, this Corporation shall not, except to
an insubstantial degree, engage in any activities or exercise any powers that are not in
furtherance of the specific purposes of this Corporation.
(c) The property, assets, profits, and net income of this Corporation are dedicated irrevocably to
mutual benefit purposes, and no part of the profits or net income of the organization shall ever
inure to the benefit of any member, director, trustee, officer of the Corporation or to the benefit
of any private individual.
(d) This Corporation shall not participate in or intervene in (Including the publishing and
distribution of statements) any political campaign on behalf of any candidate for public office.
SECTION 5. DISTRICT BOUNDARIES
The Santa Ana Community Management District (CMD) encompasses properties shown on the
Downtown map which is attached as Attachment A and made a part of these Bylaws.
SECTION 6. USE OF THE TERMS "ASSOCIATION" AND "CORPORATION"
The word "Corporation" as used in these Bylaws shall mean Downtown Incorporated.
EXHIBIT 4
19D-13
ARTICLE II. PRINCIPAL OFFICES
SECTION 1. PRINCIPAL OFFICE
The principal office of Downtown Incorporated for the transaction of its business shall be located
within the District identified in Article I, Section 5 of these Bylaws, in the city of Santa Ana, county of
Orange, state of California, at such location as the Board of Directors may determine from time to
time.
SECTION 2. CHANGE OF ADDRESS
The Board of Directors may change the principal office from one location to another within the named
city by action properly noticed and duly taken at a regular meeting of the Board of Directors. Notice
of said change of address shall be given to all members within thirty (30) days following the Board's
action.
SECTION 3. OTHER OFFICES
The Corporation may also have offices at such other places, within or without the state of California,
where it is qualified to do business, as its business may require and as the Board of Directors may,
from time to time, designate.
ARTICLE III. MEMBERSHIP
SECTION 1. GROUPS, RIGHTS AND QUALIFICATIONS
Downtown Incorporated shall have (3) classifications of members as follows:
(a) Regular Members. Regular membership shall be open to the following:
Group 1 - (Non-Residential Property Owner Any) Any person, partnership, firm, Corporation,
or entity who owns non-residential real property within the Downtown Santa Ana Community
Management
District as described in Article I Section 5 of these Bylaws.
Group 2 - (Residential Property Owner) Any person, partnership, firm, Corporation, or entity
who owns residential
real property within the Downtown Santa Ana Community Management District as
described in Article I Section 5 of these Bylaws.
Group 3 - (Mixed use Property Owner) Any person, partnership, firm, Corporation, or entity
who owns real
property generally considered suitable for "live-work" uses within the Downtown
Santa Ana Community Management District as described in Article I Section 5 of
these Bylaws.
2
1901-14
Rights of Regular members are as follows:
1. May serve on The Board of Directors;
2. Committee Participation, including chair;
3. Attendance at all corporation functions;
4. Voting on all issues brought before the corporation membership
(b) Associate Members. Open to all others not eligible for Regular Membership.
Rights of Associate Members are as follows:
1. Committee participation, excluding chair; and
2. Attendance at all corporation functions
(c) Advisory Membership. Open to organizations selected by the Board of Directors which are
not eligible for Regular Membership, including the Santa Ana Police Department, City of Santa
Ana Economic Development, etc.
Rights of Advisory members are as follows:
1. May serve on the Board of Directors;
2. Committee participation, including chairing a committee;
3. Attendance at all Corporate functions;
4. Shall not have the right to vote.
SECTION 2. ELIGIBILITY
(a) Regular Members. All Regular Members within the District described in Article I Section 5 of
these Bylaws is automatically eligible to have one (1) representative as a Regular Member of
Downtown Incorporated.
(b) Associate Members. Any person or entity who submits an application to the Board of
Directors, or who is invited by the Board, to become an Associate Member, is eligible to be an
Associate Member of Downtown Incorporated.
(c) Limits on Membership. No member shall hold more than one membership in Downtown
Incorporated.
SECTION 3. QUALIFICATIONS AND ADMISSION
(a) Regular Members. Any person designated for Regular Membership in Downtown Incorporated
who agrees to be bound by the Articles of Incorporation of Downtown Incorporated, by these
Bylaws, and by the rules and regulations adopted by the Board of Directors, may apply to
become a Regular Member of Downtown Incorporated by executing and filing with the
Secretary of Downtown Incorporated an application for membership and making payment of
dues as prescribed from time to time by the Board of Directors. Upon approval by the Board of
Directors, the applicant shall become a Regular Member of Downtown Incorporated.
(b) Associate Members. Any other person may apply for Associate Membership in Downtown
Incorporated by executing and filing with the Secretary of Downtown Incorporated an
application for membership and making payment of dues as prescribed from time to time by
the Board of Directors. Upon approval by the Board of Directors, the applicant shall become
an Associate Member of Downtown Incorporated.
19D-15
SECTION 4. DUES
The Board of Directors shall, in its discretion, set an initial membership fee and/or annual dues for
each new Regular and Associate Member payable upon admission to membership in the corporation
and each year thereafter. Dues shall be assessed against Members in such manner and in such
amounts as may from time to time be prescribed by the Board of Directors. Regular Members paying
special assessments under any type of special or benefit assessment district, the proceeds of which
are used for the benefit of Downtown Incorporated, shall have their annual dues waived.
SECTION 5. NUMBER OF MEMBERS
There is no limit on the number of members Downtown Incorporated may admit to any member class
or to Downtown Incorporated overall.
SECTION 6. RECORD DATE OF MEMBERSHIP AND NOTICE OF DESIGNATION
For purposes of determining the members entitled to receive notice of and to vote at any meeting, the
Board of Directors may fix, in advance, a record date which shall not be more than sixty (60) days nor
fewer than ten (10) days before the date of any such meeting and, in this event, only members of
record at the close of business on the date so fixed are entitled to receive notice and to vote, except
as otherwise provided in California Nonprofit Corporation Law.
Each property owner eligible to have a representative as a Regular Member of Downtown
Incorporated shall submit its written designation to the Secretary at least fifteen (15) days prior to the
annual members meeting.
SECTION 7. TERM
Each Regular Member is entitled to represent his or her property until such time as the property
owner submits a letter to the Secretary designating another individual to be that property's
representative.
SECTION 8. TRANSFERABILITY OF MEMBERSHIP
Neither the membership in Downtown Incorporated nor any rights in the membership may be
transferred or assigned for value or otherwise.
SECTION 9. NONLIABILITY OF MEMBERS
No member, or the property he or she represents, shall be personally liable for the debts, liabilities, or
obligations of Downtown Incorporated.
SECTION 10. SUSPENSION/TERMINATION OF MEMBERSHIP -CAUSES
Membership of any member shall be suspended or terminated upon occurrence of any of the
following events:
(a) The resignation of the member.
4
1901-16
(b) The failure of the property represented by the Regular Member to pay the annual dues or any
charges, fees, taxes, or assessments imposed. Such membership and respective
membership rights shall be held in suspension until such time as the entire fee, including any
penalties and interest, are paid.
(c) The determination by the Board of Directors, or a committee designated to make such
determination, that the member has failed in any material and serious degree to observe the
Articles of Incorporation, these Bylaws, or the rules and regulations adopted by the Board of
Directors.
Any member whose membership is terminated either pursuant to this Article or by virtue of no longer
qualifying for membership (Regular Members only), shall automatically have his or her respective
rights terminated.
SECTION 11. SUSPENSIONITERMINATION OF MEMBERSHIP -PROCEDURE
Any member subject to suspension or termination, with the exception of automatic termination for the
nonpayment of dues, shall have the right to be heard by the Board of Directors at a meeting called for
that purpose. Following a determination that a member should be expelled pursuant to Article III
Section 10c of these Bylaws, the following procedures shall be implemented:
(a) Notice shall be sent by United States First Class or Registered Mail to the most recent address
of the member as shown on Downtown Incorporated's records, setting for the proposed
suspension/termination and the reasons therefore. Such notice shall be sent at least fifteen
(15) days before the proposed effective date of the suspension/termination.
(b) The member being expelled shall be given an opportunity to be heard, either orally or in
writing, at a hearing to be held no fewer than five (5) days before the effective date of the
proposed suspension/termination. The hearing shall be held by a special committee
composed of not fewer than three (3) Directors appointed by the President (ora designee
appointed by the Board if the President is the culprit). The notice to the member of his or her
proposed suspension/termination shall state the date, time, and place of the hearing on the
proposed suspension/termination.
(c) Following the hearing, the committee shall decide whether the member should, in fact, be
terminated, suspended, or sanctioned in some other way. The decision of the committee shall
be final.
(d) The termination, suspension, or sanctioning of a Regular Member shall not reduce the
represented property owner's power under Article III Section 2(a) to designate another
individual for Regular Membership unless such termination, suspension, or sanctioning is due
to the failure of the property owner to pay any charges, fees, taxes, or assessments imposed,
in which case, such business shall not be eligible to designate a Regular Member pursuant to
Article III Section 2(a) of these Bylaws.
19D-17
SECTION 12. RIGHTS
(a) Voting.
(i) The voting rights of each Regular Member are:
Group 1 shall be entitled to ten (10) votes when voting on any corporation matter.
Group 2 shall be entitled to one (1) vote when voting on any corporation matter.
Group 3 shall be entitled to two (2) votes when voting on any corporation matter.
(ii) The voting rights of each Associate Members are:
Associate Members shall be entitled to participate in the discussions of the membership, but
shall not be entitled to vote.
(b) Property Rights. No member, or the property he or she represents, shall have any right or
interest in any property or assets of Downtown Incorporated.
(c) Right to Inspect. Each and every Regular Member shall have the following inspection rights,
for a purpose reasonably related to such person's interest as a member to:
(i) Inspect and copy the record of all members' names, addresses, and voting rights, at
reasonable times, upon five (5) business days' prior written demand on Downtown
Incorporated, which demand shall state the purpose for which the inspection rights are
requested.
(ii) Obtain from the Secretary of Downtown Incorporated, upon written demand and
payment of a reasonable charge, a list of the names, addresses, and voting rights of
those members entitled to vote for the election of Directors as of the most recent record
date for which the list has been compiled, or as of the date specified by the member
subsequent to the date of demand. The demand shall state the purpose for which the
list is requested. The membership list shall be made available within ten (10) business
days after the demand is received.
(iii) Inspect at any reasonable time the books, records, or minutes of proceedings of the
members or of the Board or committees of the Board, upon written demand on
Downtown Incorporated by the member, for a purpose reasonably related to such
person's interests as a member.
(iv) Downtown Incorporated Membership materials may only be used in connection with
business of downtown Incorporated as set forth in Article I. Section 3. Specific Purpose
of these bylaws. The unauthorized use of downtown Incorporated Membership
materials is cause for suspension or termination of membership.
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(d) Board of Directors. Each Regular Member in Group 1 shall be eligible to seek election to
serve on the Board of Directors. Each Regular Member from Group 2 and Group 3 shall be
eligible to be appointed to serve on the board of Directors as provided for under Article V.
Section1 of these bylaws.
(e) Committees. Each Regular Member and Associate Member shall have the right to serve on
committees. Regular Members may serve as chair of a committee; Associate Members may
not serve as chair.
SECTION 13. MEMBERSHIP BOOK
Downtown Incorporated shall keep, to the best of its ability, in written form, or in any form capable of
being converted into written form, a membership book containing the name, address, and class of
each member. The book shall also contain the facts of termination and the date on which such
membership ceased. Such book shall be kept at the principal office of Downtown Incorporated and
shall be subject to the rights of inspection required by law and as set forth in Article III Section 12(c)
and Article X Section 5 of these Bylaws.
other means of written communication. An affidavit of mailing or other means of giving any notice of
any members' meeting which is executed by the Secretary, an Assistant Secretary or any transfer
agent of the Corporation shall be prima facie The record of names and addresses of the members of
Downtown Incorporated shall constitute the membership list of Downtown Incorporated and shall not
be used, in whole or in part, by any person for any purpose not reasonably related to a member's
interest as a member.
ARTICLE IV. MEETINGS OF MEMBERS
SECTION 1. PLACE
All meetings of the Regular Members shall be held at such place as may be designated by the Board
of Directors. In the absence of such designation, the meeting shall be held at the principal office of
Downtown Incorporated.
SECTION 2. ANNUAL MEETINGS
An annual meeting of the Regular Members of Downtown Incorporated shall be held during the month
of April of each year for the purpose of transacting such business as may properly be brought before
the membership.
SECTION 3. REGULAR MEETINGS OF MEMBERS
Regular meetings of the membership shall be held as designated by the Board of Directors. Such
time and location of regular meetings shall be scheduled, to the greatest extent possible, for the
benefit and convenience of Downtown Incorporated's membership so as to encourage attendance
and active participation. Notice of the time and place of regular meetings of members shall be
provided at least ten (10) days in advance of each meeting.
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SECTION 4. SPECIAL MEETINGS
Special meetings of the Regular Members for the purpose of taking any action permitted under the
California Nonprofit Corporation law and the Articles of Incorporation of Downtown Incorporated may
be called at any time by the Board of Directors or the President or the Treasurer or upon written
request of not less than five percent (5%) of the Regular Members of Downtown Incorporated. The
special meeting shall be scheduled by the President to be held no fewer than twenty (20) nor more
than forty-five (45) days after such meeting request is received by the Secretary. Notice of any
special meeting requested by the Regular Members, as provided for above, shall be given by
personal delivery or United States First Class mail to each of the Regular Members, within ten (10)
days after the receipt of the request.
SECTION 5. CONDUCT OF MEETINGS
(a) Meetings of Regular Members shall be presided over by the President or, in the President's
absence, by the vice President or, in the absence of both, by a chair chosen by a majority of
the members present in person.
(b) The Secretary shall act as Secretary at all meetings of Regular Members provided that, in the
Secretary's absence, the presiding officer shall appoint another person to act as the Secretary
of the meeting.
(c) Meetings shall be governed by Robert's Rules of Order, as such rules may be revised from
time to time, insofar as such rules are not inconsistent or in conflict with these Bylaws, with the
Articles of Incorporation, or with law.
SECTION 6. NOTICE OF MEMBERSHIP MEETINGS
(a) Notice to be Given. Except as provided in Article IV Section 4 of these Bylaws, whenever the
members are required or permitted to take any action at a meeting, notice of the meeting of the
Regular Members shall be given by the Secretary at least ten (10) days but not more than
ninety (90) days prior to the date of the meeting. Notices may be personally delivered to a
Regular Member or mailed by United States First Class Mail to the address of the property
which the Regular Member represents. The notice shall specify the date, place, and hour of
the meeting and, in the case of a special meeting, shall specify the general nature of each
matter to be considered. The notice of any meeting at which Directors are to be elected shall
include the names of all those who are nominees at the time the notice is given.
(b) Manner of Giving Notice. Notice of any meeting of the members shall be given in writing either
personally or by United States First Class Mail or telegraphic facsimile or electronic mail or
other written communication, charges prepaid, addressed to each member at his or her
address appearing on the books of Downtown Incorporated or given by such member to
Downtown Incorporated for the purpose of notice. Any notice shall be deemed to have been
given at the time when delivered personally or sent by electronic mail or deposited in the mail
or sent by facsimile or evidence of the giving of such notice.
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SECTION 7. QUORUM
A quorum for the transaction of business shall consist of five percent (5%) of the Regular Members.
Each Regular Member counted for purposes of satisfying the quorum requirement must be present in
person.
SECTION 8. LOSS OF QUORUM
The members present at a duly called or held meeting at which a quorum is present may continue to
do business only until the withdrawal of enough members to leave less than a quorum. Any action
taken after such withdrawal shall not be valid unless ratified pursuant to Article IV Section 11 of these
Bylaws.
SECTION 9. ADJOURNMENT FOR LACK OF QUORUM; NOTICE
In the absence of a quorum, any meeting of members may be adjourned by a vote of a majority of the
members present. No other business shall be transacted. When a meeting is adjourned for thirty
(30) days or more, notice of the adjourned meeting shall be given as in the case of the original
meeting. When a meeting is adjourned for fewer than thirty (30) days, it is not necessary to give
notice of the time and place of the adjourned meeting or of the business to be transacted thereat
other than by announcement at the meeting at which the adjournment is taken.
SECTION 10. WAIVER OF NOTICE; CONSENT OF ABSENTEES
The transactions of any meeting of the members, however called and noticed and wherever held, are
as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as
herein defined, is present and provided that, either before or after the meeting, each person entitled
to vote not present signs a waiver of notice, or a consent to hold the meeting, or an approval of the
minutes thereof. Attendance of a person at a meeting shall constitute a waiver of notice of meeting
except when the person objects at the beginning of the meeting that the meeting is not lawfully called.
All such waivers, consents, or approvals shall be filed with the corporate records or made a part of
the minutes of the meeting.
SECTION 11. ACTION BY WRITTEN BALLOT WITHOUT A MEETING; WRITTEN CONSENTS
Any action which, under any provision of these Bylaws may be taken at a meeting of members, may
be taken without a meeting if a written ballot is distributed to every member entitled to vote and the
number of ballots returned and received is equal to at least a quorum. All such written ballots are
irrevocable and shall be filed with the Secretary and maintained in the corporate records. Said written
notice may be delivered by First class United States Mail or by electronic mail.
SECTION 12. VOTING
(a) Majority. Except as otherwise provide in these Bylaws, a measure shall be affirmed by a
simple majority of the voting power represented at the meeting, and voting on the measure.
(b) Proxies Prohibited. Every Regular Member entitled to vote shall do so in person. No proxies
shall be permitted.
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ARTICLE V. DIRECTORS
SECTION 1. NUMBER
(a) Downtown Incorporated shall have fifteen (15) Directors and collectively they shall be known
as the Board of Directors.
(b) The Board of Directors shall be comprised of thirteen (13) seats elected by the membership
from Group 1 of the Regular Membership, one (1) ex Officio seat designated for the appointed
representative of the City of Santa Ana, two (2) seats appointed by the twelve elected
Directors, one of which will be from Group 2 or Group 3 of the Regular Membership, and two of
which are not a Regular Member, but shall be downtown business owners who do not also
own property within the Downtown Santa Ana Community Management District. (Revised in
2011 to include two merchant business owners).
Due to the partnership with California State University, Fullerton a suggestion was made by the
board that there be an academic representative to serve on the Board.
September 16, 2010 a motion was made and seconded, to add an Academic
Representative to the board. Due to lack of quorum at the September meeting an
electronic vote to all Board members was sent out. It was a unanimous vote to elect
Mike McGee to serve for a period of 1 year with renewal each year similar to the
merchants and resident representative. (Board of Directors increased from 12 to 13,
amended at the September 2010 Meeting).
Ex Officio and appointed Directors shall be allowed to vote on all matters before the Board, but
shall not be eligible to hold office. (Amended at the October 2009 Mtg). No longer shall the
Ex Officio be allowed to vote on all matters before the Board.
SECTION 2. USE OF THE TERMS "DIRECTORS" AND "BOARD"
The words "Directors" and "Board" as used in the Articles of Incorporation of Downtown Incorporated,
or in these Bylaws in relation to any power or duty requiring collective action, mean "Board of
Directors."
SECTION 3. QUALIFICATIONS, ELIGIBILITY, AND ELECTION
All Directors, except the ex officio and appointed Directors, shall be Regular Members of Downtown
Incorporated who shall be elected at the Annual Meeting of Members. A person must have been a
member for at least one (1) year to be eligible to serve as a Director. Directors shall be elected by
Regular Members in good standing in an election process conducted in a manner and voting
procedure determined by the Board of Directors.
SECTION 4. TERM
A full term for an elected Director shall be for a period of three (3) years commencing with the annual
organizational meeting described in Article V Section 11 of these Bylaws. Ex Officio and appointed
Directors shall be appointed for a one (1) year term. There shall be no limit on the number of terms
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an individual may be elected or appointed to the Board, except that after two consecutive terms, a
member will be ineligible to serve for a period of one year.
SECTION 5. POWERS
Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the Articles
of Incorporation or these Bylaws, the activities and affairs of Downtown Incorporated shall be
conducted and all corporate powers shall be exercised by or under the direction of the Board of
Directors. The Directors shall exercise the powers of Downtown Incorporated, control its property,
and conduct its affairs, except as otherwise provided by law, the Articles of Incorporation, or by these
Bylaws. Each Director shall have one (1) vote as to matters before the Board of Directors.
SECTION 6. DUTIES
It shall be the duty of the Directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles
of Incorporation of Downtown Incorporated, or by these Bylaws.
(b) Appoint and remove, employ and discharge and, except as otherwise provided in these
Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and
employees of Downtown Incorporated.
(c) Supervise all officers, agents, and employees of Downtown Incorporated to assure that their
duties are performed properly.
(d) Establish general policy direction for Downtown Incorporated and the CMD.
(e) Set and periodically revise long-term goals and objectives for both Downtown Incorporated and
the CMD.
(f) Collectively represent the CMD as a whole to the larger community
(g) Meet at such times and places as required by these Bylaws.
(h) Register their addresses and telephone numbers with the Secretary of Downtown
Incorporated. Notices of meetings mailed or electronically transmitted to them at such
addresses and telephone numbers shall be valid notices thereof.
SECTION 7. COMPENSATION
Directors shall serve without compensation, except that the Board of Directors may approve, in
advance, reimbursement of expenses incurred by members of the Board in performance of their
duties, and/or for special services rendered by a particular Director, provided that such special
service is considered reasonable and allowable under these Bylaws.
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19D-23
SECTION 8. RESTRICTION REGARDING INTERESTED DIRECTORS
Notwithstanding any other provision of these Bylaws, not more than twenty-five percent (25%) of the
persons serving on the Board may be interested persons. For purposes of this section, "interested
persons" means either:
(a) Any person currently being compensated by Downtown Incorporated for services rendered it
within the previous twelve (12) months, whether as an officer or employee, independent
contractor, or otherwise, or
(b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law,
daughter-in-law, mother-in-law, or father-in-law of any such person.
SECTION 9. RESIGNATION AND REMOVAL
(a) Resignation. Any Director of Downtown Incorporated may resign at any time by giving written
notice to the President or to the Board. Such resignation shall take effect at the time specified
therein and, unless otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. Three (3) consecutive absences from regular meetings of the
Board of Directors shall constitute resignation, effective at the conclusion of the third (3?d) such
meeting, unless prior approval has been granted by the Board of Directors. No Director may
resign if Downtown Incorporated would then be left without a duly elected Director or Directors
in charge of its affairs, except upon notice to the Attorney General.
(b) Removal.
(i) Absenteeism by a Director of more than three (3) Board Meetings in a six (6)-month
period without a leave of absence granted by the Board of Directors shall be grounds for
removal by a two-thirds (2/3) majority vote of the Board of Directors, such removal to
take effect upon such vote.
(ii) Any Director may be removed from office if a simple majority of the Regular Members,
with or without cause, vote for removal of said Director.
(iii) Any Director is subject to removal from the Board of Directors, with cause, by a two-
thirds (2/3) majority vote of Directors present and voting.
Vacancies created by reason of any resignation or removal shall be filled as provided in Article V
Section 10 of these Bylaws.
Nothing herein shall prohibit the Board of Directors from granting a leave of absence if, in the opinion
of the Board, such leave will not affect the operations of the Board.
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SECTION 10. VACANCIES
Vacancies on the Board of Directors shall be filled by the remaining members of the Board of
Directors who shall pass a motion to appoint a new Director. A Director so appointed will fill the
unexpired term of the Director being replaced.
A vacancy or vacancies in the Board of Directors shall be deemed to exist upon the occurrence of
any of the following:
(a) Death, resignation, or removal of any Director as a Regular Member.
(b) The declaration or resolution of the Board of a vacancy in the office of a Director who has been
declared of unsound mind by an order of court or convicted of a felony, or who has been found
by a final order or judgment of any court to have breached a duty under California law.
(c) The vote of a simple majority of the members or a two-thirds (2/3) majority of the Board to
remove a Director.
(d) An increase of the authorized number of Directors.
SECTION 11. ORGANIZATION MEETING
Immediately prior to convening the first regular meeting of the Board of Directors in the month of May,
following the regularly scheduled Annual Meeting of the Members in the month of April, the Board of
Directors shall convene a regular meeting for the express purpose of organization, installation of
newly elected Directors, election of officers, and the transaction of such other organizational business
to come before the Board. Written notice is hereby dispensed with.
SECTION 12. REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held at least quarterly at such time as shall be
prescribed from time to time by resolution of the Board.
Revised: 9/16/2010
Staffs recommends going dark in August and December due to lack of attendance.
Approved unanimously by the board, added to bylaws.
SECTION 13. SPECIAL MEETINGS
Special meetings of the Board of Directors for any purpose or purposes may be called by the
President, or if absent or unable to act, by the Vice President, or if the Vice President is absent or
unable to act, the Secretary, or if the Secretary is absent or unable to act, the Treasurer, or by any
two Directors submitting to the responsible officer a written request for a special meeting, said
request stating the issue to be addressed at the special meeting. The responsible officer shall fix a
date, time, and place for the special meeting no more than seven (7) business days after receipt of
the request. Such meetings shall be held at the place, within or without the state of California,
designated by the person or persons calling the meeting, and in the absence of such designation, at
the principal office of Downtown Incorporated.
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SECTION 14. PLACE OF MEETINGS
Meetings shall be held at the place within the District which has been designated by resolution of the
Board unless an alternative location has otherwise been designated by resolution of the Board of
Directors. In the absence of such designations, meetings shall be held at the principal office of
Downtown Incorporated. Any meeting, regular or special, may be held by conference telephone or
similar communications equipment, as long as all Directors participating in such meeting can hear
one another.
SECTION 15. NOTICES
(a) Meetings. Regular meetings of the Board may be held without notice. Special meetings of the
Board shall be held upon three (3) days notice by United States First Class Mail or forty-eight
(48) hours notice delivered personally or by electronic mail, telephone, telegraph, or other
electronic means. If sent by electronic mail, mail, or telegraph, the notice shall be deemed to
be delivered on its date of electronic mail, deposit in the mail, or its delivery to the telegraph
company. Such notices shall be addressed to each Director at his or her address as shown on
the books of Downtown Incorporated. Directors may designate an e-mail address as an
additional official address for receiving notice.
(b) Adjournment. Notice of the time and place of holding an adjourned meeting need not be given
to absent Directors if the time and place of the adjourned meeting are fixed at the meeting
adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the
time of the original meeting. Notice shall be given of any adjourned regular or special meeting
to Directors absent from the original meeting if the adjourned meeting is held more than
twenty-four (24) hours from the time of the original meeting.
Notice of meetings not herein dispensed with shall specify the place, day, and hour of the meeting.
The purpose of any Board meeting may, but need not, be specified in the notice.
SECTION 16. VALIDATION OF MEETING DEFECTIVELY CALLED OR NOTICED AND WAIVER
OF NOTICE AND CONSENT TO HOLDING MEETINGS
The transactions of any meeting of the Board, however called and noticed and wherever held, shall
be as valid as though it had been at a meeting duly held after proper call and notice, provided a
quorum, as hereinafter defined, is present, and provided that, either before or after the meeting, each
of the Directors not present signs a waiver of notice, a consent to hold the meeting, or an approval of
the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records
or made a part of the minutes of the meeting.
SECTION 17. QUORUM
The number of Directors necessary to constitute a quorum for the transaction of business, except to
adjourn as hereinafter provided, shall be eight (8) Directors. Except as otherwise provided in these
Bylaws or in the Articles of Incorporation of Downtown Incorporated, or by law, no business shall be
considered by the Board at any meeting at which a quorum is not present.
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SECTION 18. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the President of Downtown Incorporated
or, in the President's absence, by the Vice President, if the Board of Directors has elected a Vice
President or, in the absence of each of these persons, by a Chairperson chosen by a majority of the
Directors present at the meeting. In the absence of the President and Vice President, the Secretary
will call the meeting to order to conduct the election of the temporary presiding officer. The Secretary
of Downtown Incorporated shall act as Secretary of all meetings of the Board provided that, in his or
her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.
Meetings shall be governed by Robert's Rules of Order, as such rules may be revised from time to
time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, the Articles of
Incorporation of Downtown Incorporated, or with provisions of law. Members of the Board may
participate in a meeting through use of conference telephone or similar communications equipment,
as long as all members participating in such meeting can hear one another. Such participation shall
constitute presence at the meeting.
SECTION 19. MAJORITY ACTION AS BOARD ACTION.
(a) Every act or decision done or made by a majority of the Directors present at a
meeting duly held at which a quorum is present is the act of the Board of Directors, unless the
Articles of Incorporation or Bylaws of this Corporation, or provisions of the California Nonprofit
Corporation Law require a greater percentage or different voting rules for approval by the
Board.
(b) Proxies Prohibited. Every Director entitled to vote at any meeting of the Board of Directors
shall do so in person. No proxies shall be permitted.
SECTION 20. ELECTRONIC APPEARANCE
Teleconferencing and videoconferencing, as authorized by §54953 of the Ralph M. Brown Act
may be used for all purposes in connection with meetings. All votes taken during a
teleconferenced and video conference meeting shall be by roll call. If teleconferencing or
videoconferencing is used, the Board shall post the agenda at all teleconference and
videoconference locations and conduct meetings in a manner that protects the constitutional
rights of the parties or the public appearing before the Board. Each location shall be identified
in the notice and agenda of the meeting.
SECTION 21. ADJOURNMENT
A majority of the Directors present, whether or not a quorum is present, may adjourn any Board
meeting to meet again at a stated day and hour or from time to time until the time fixed for the next
regular meeting of the Board. The Directors present at a duly called and held meeting at which a
quorum is initially present may continue to do business notwithstanding the loss of a quorum due to a
withdrawal of Directors from the meeting, provided that any action taken thereafter must be approved
by at least a majority of the required quorum for such meeting or such greater percentage as may be
required by law, the Articles of Incorporation, or Bylaws of Downtown Incorporated. When a meeting
is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of
the adjourned meeting or of the business to be transacted at such meeting, other than by
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announcement at the meeting at which the adjournment is taken, except as provided in Section 15(b)
of this Article.
SECTION 22. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors under any provision of law
may be taken without a meeting, if all members of the Board shall individually or collectively consent
in writing to such action. Such written consent or consents shall be filed with the minutes of the
proceedings of the Board. A request for a vote by telephone or electronically may be allowed. A
reasonable attempt must be made to reach all Directors. A record of calls made, and the results of
said attempt and call must be duly recorded, and shall become part of the minutes of the following
meeting of the Board of Directors. Those Directors voting by telephone shall subsequently put their
vote in writing and such written ballot shall be made part of the minutes of the next meeting of the
Board of Directors. Such action by written consent or telephone vote shall have the same force and
effect as the unanimous vote of the Directors. Any certificate or other document filed under any
provision of law which relates to action so taken shall state that the action was taken by unanimous
written consent of the Board of Directors without a meeting and that the Bylaws of Downtown
Incorporated authorized the Directors to so act, and such statement shall be prima facie evidence of
such authority.
SECTION 23. NONLIABILITY OF DIRECTORS
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the
Corporation. Downtown Incorporated shall maintain a policy of Directors and Officers liability
insurance coverage for the benefit of the Corporations Directors and Officers. Said directors and
Officers insurance shall only be purchased from an insurance company that is licensed to do
business in California and is determined to be financially solvent by the California State Insurance
commissioner. Said insurance shall be purchased by the Corporation upon the approval of the
Corporation's Directors.
SECTION 24. INDEMNIFICATION BY CORPORATION OF DIRECTORS
To the extent that a person who is, or was, a Director, officer, employee or other agent of Downtown
Incorporated has been successful on the merits in defense of any civil, criminal, administrative or
investigative proceeding brought to procure a judgment against such person by reason of the fact that
he or she is, or was, an agent of the Corporation, or has been successful in defense of any claim,
issue or matter, therein, such person shall be indemnified against expenses actually and reasonably
incurred by the person in connection with such proceeding.
If such person either settles any such claim or sustains a judgment against him or her, then
indemnification against expenses, judgments, fines, settlements and other amounts reasonably
incurred in connection with such proceedings shall be provided by Downtown
Incorporated but only to the extent allowed by, and in accordance with the requirements of California
Nonprofit Corporation Law.
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ARTICLE VI. NOMINATIONS AND ELECTIONS
SECTION 1. NOMINATIONS AND ELECTION - DIRECTORS
The annual election of Regular or Advisory members to the Board of Directors shall be conducted as
follows:
(a) The Board shall, at least thirty (30) days prior to the Annual Meeting, announce in writing to the
membership, the solicitation of candidates for pending board vacancies.
(b) (b) The board may require a letter of intent or application to serve on the board of Directors
from eligible interested candidates.
(c) (c)At a special meeting or meetings of the Board, eligible candidate applications for Board
vacancies shall be reviewed and considered by the Board. Interviews may be conducted. The
board shall vote to fill such vacancies from the list of eligible candidates in accordance with
Article III of these Bylaws, with the election results announced by the presiding officer at the
Annual Meeting.
(d) Notwithstanding the foregoing provision of this Section 1, all directors shall hold office until
their respective successors are elected and qualified.
Section 2 VACANCIES. Vacancies in the Board of Directors may be filled by a majority vote of
the remaining directors and each director so elected shall hold office until his or her successor
is elected and qualified.
A vacancy on the board of Directors shall be deemed to exist in case of the death, resignation
or removal of any director; the declaration of a vacancy of the office of a director who has been
declared of unsound mind by a final order of court or who has been convicted of a felony.
SECTION 2. VOTE REQUIRED TO ELECT DIRECTORS
Candidates receiving the highest number of votes shall be elected as Directors. Each Regular
Member may cast their entitled number of votes for each Director vacancy being filled at that meeting.
Vote entitlements may not be split or cumulative.
SECTION 3. OVERLAPPING TERMS OF OFFICE
The terms of office shall be staggered so that four (4) Directors shall be elected each year.
SECTION 4. VOTE REQUIRED TO ELECT OFFICERS
The candidate who receives a majority of votes cast shall be declared the winner. In the event an
office remains unfilled after the first ballot, voting for that office shall continue until a single candidate
receives the required majority of votes for each office. If an individual declines to serve, the Chair of
the Nominating Committee shall immediately announce a vacancy in the office, declare the floor open
for nominations, and call for the election to fill the vacancy.
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ARTICLE VII. OFFICERS
SECTION 1. NUMBER OF OFFICERS
The officers of Downtown Incorporated shall be a President, a Vice President, a Secretary, and a
Chief Financial Officer who shall be designated the Treasurer. Downtown Incorporated may also
have, as determined by the Board of Directors, Assistant Secretaries, Assistant Treasurers, or other
officers. No person shall hold more than one office, with the exception of a Board approved
Secretary/Treasurer.
SECTION 2. QUALIFICATION AND TERM OF OFFICE
A Director must have served on the Board for a period of at least one (1) year to be eligible for
election to office. Only elected Directors are qualified to hold the office of President, Vice President,
Secretary and Treasurer, but any Regular Member may hold the office of Assistant Secretary or
Assistant Treasurer. The President, Vice President, Secretary, and Treasurer shall be elected at the
Organizational Meeting. Each such officer shall hold office until the end of the term or until removal,
death or resignation. A term will be one (1) year with eligibility for reelection for a maximum of three
(3) terms. The assistant officers shall be appointed by the Board as soon as practical and shall serve
at the pleasure of the Board. The Board of Directors may appoint the assistant officers referred to in
Article VII Section 1 of these Bylaws at any time and from time to time. All assistant officers shall
hold their office at the pleasure of the Board and shall be subject to removal by the Board.
SECTION 3. REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by a majority of the Directors at the time in
office, at any regular or special meeting of the Board, and such officer shall be removed should he or
she cease to be qualified for the office as herein required. Any officer may resign at any time by
written notice to the President or to the Board of Directors. Acceptance by the Board of any such
resignation shall not be necessary to make it effective.
SECTION 4. VACANCIES
Any vacancy caused by a death, resignation, removal, disqualification, or the like, of an officer shall
be filled by the Board of Directors for the unexpired portion of the term.
SECTION 5. DUTIES OF PRESIDENT
The President shall be the representative of the Board of Directors. The President shall have general
control and management of the affairs, property and business of Downtown Incorporated, subject to
the control of the Board of Directors and the provisions of these Bylaws. The President shall preside
at all meetings of members and of the Board of Directors. The President shall appoint the chair and
members of all committees and shall have the power to remove any chair or committee appointment
at his/her pleasure. The President shall, whenever it may be necessary in his/her opinion, prescribe
the duties of officers and employees of Downtown Incorporated whose duties are not otherwise
defined in these Bylaws or by the Board pursuant to the authority contained in these Bylaws. The
President may, if necessary, sign and execute in the name of Downtown Incorporated, deeds,
assignments, mortgages, bonds, contracts, and other instruments duly authorized by the Board of
Directors.
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SECTION 6. DUTIES OF VICE PRESIDENT
The Vice President shall assume the duties and powers of the President in the President's absence
or disability to act and perform such other duties and possess such other powers as shall be
prescribed and conferred by the Board of Directors or by the President.
SECTION 7. DUTIES OF SECRETARY
The Secretary shall:
(a) Certify and keep at the principal office of Downtown Incorporated the original or a copy of
these Bylaws as amended from time to time.
(b) Keep at the principal office of Downtown Incorporated, or at such other place as the Board of
Directors may order, a book of minutes of all meetings of the Directors and/or members,
recording therein the time and place of voting, whether regular or special, and, if special, how
authorized, notice thereof given, the names of those present at meetings of Directors, the
number of members present at the meeting of members, and the proceedings thereof.
(c) Ensure that all notices are duly given in accordance with the provisions of these Bylaws or as
required by law.
(d) Be custodian of the records and of the seal of the Corporation and ensure that the seal is
affixed to all duly executed documents, the execution of which on behalf of the Corporation
under its seal is required by law or by these Bylaws.
(e) Keep at the principal office of Downtown Incorporated, a membership book containing the
name and address of each member, and, in any cases where membership has been
terminated, a record of said termination including the date on which the membership ceased.
(f) Exhibit at all reasonable times to any Director of Downtown Incorporated, or to any Director's
agent or attorney, on request therefore, the Bylaws, the membership book, and the minutes of
the proceedings of Directors and of the members of Downtown Incorporated.
(g) Exhibit at all reasonable times to any voting member, or to any member's agent or attorney, on
written demand therefore for a purpose reasonably related to the interests of such member,
the Bylaws and the minutes of meetings of the Directors or of the members, and shall exhibit
said records at any time when required by the demand of ten percent (10%) or more of the
voting members of Downtown Incorporated.
(h) In general, perform all duties incident to the office of Secretary, and such other duties as may
be required by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, or
which may be assigned from time to time by the Board of Directors.
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SECTION 8. DUTIES OF TREASURER
Subject to the provisions of these Bylaws the Treasurer shall:
(a) Have charge and custody of, and be responsible for, all funds and securities of Downtown
Incorporated. Deposit all such funds in the name of Downtown Incorporated in such banks,
trust companies, or other depositories as shall be selected by the Board of Directors.
(b) Receive, and give receipt for, monies due and payable to Downtown Incorporated from any
source whatsoever.
(c) Disburse or cause to be disbursed, the funds of Downtown Incorporated as may be directed by
the Board of Directors, taking proper vouchers for such disbursements.
(d) Keep and maintain adequate and correct accounts of Downtown Incorporated's properties and
business transactions, including accounts of its assets, liabilities, receipts, disbursements,
gains and losses.
(e) Exhibit at all reasonable times the books of account and financial records to any Director of
Downtown Incorporated, or to his or her agent or attorney, on request therefore.
(f) Render to the President and Directors, whenever requested, an account of any or all of his/her
transactions as Treasurer and of the financial condition of Downtown Incorporated.
(g) Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements
to be included in any required reports.
(h) In general, perform all duties incident to the office of Treasurer and such other duties as may
be required by law, by the Articles of Incorporation of the Corporation, or by these Bylaws, or
which may be assigned to him or her from time to time by the Board of Directors.
SECTION 9. DUTIES OF ASSISTANT OFFICERS
Any assistant officers appointed by the Board of Directors shall exercise such powers and perform
such duties as shall be assigned from time to time by the President or by the officer which he/she has
been assigned to assist
A Parliamentarian shall be appointed by the President to assist the Board in:Advising board members
and presiding officers on parliamentary procedure. Responsible for making sure that the organization
board follows the correct procedures based on the Robert's Rules of Order process in board
meetings,
Other duties as assigned. Assist the board president in preparing for a meeting. Count ballots cast during a vote by
board members and report the number of yes and no votes to the board president. Duties include keeping track of
those wishing to speak, amendments, motions and voting as well.
All procedure questions or problems that come up during a meeting, which might include maintaining order and ensuring
no dialogue takes place between board members. Ensuring visitors are privy to the procedures that apply to them. Deem
a board member out of order if he/she speaks when another individual has the floor.
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SECTION 10. OFFICE OF EXECUTIVE DIRECTOR
Downtown Incorporated may employ an Executive Director to perform such duties as determined by
the President and the voting majority of the Board of Directors. The Executive Director shall be
accountable to the Board of Directors. The Executive Director, acting as the chief operating officer
shall manage the day-to-day operations of Downtown Incorporated and be responsible for the
administration and supervision of its offices, subject to the direction of the President, or Vice
President in the absence or unavailability of the President.
SECTION 11. COMPENSATION
The only officer who shall receive a salary shall be the Executive Director. The salary of the Executive
Director shall be fixed from time to time by resolution of the Board of Directors. Officers may receive
expense payments pursuant to Article V Section 7 of these Bylaws.
ARTICLE VIII. COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE
There is hereby created an Executive Committee, which shall consist of the officers of Downtown
Incorporated. The Executive Committee, in cases of emergency, may exercise any of the powers
and authority of the Board in the management of the business and affairs of Downtown Incorporated,
except with respect to:
(a) The approval of any action which, under law or the provisions of these Bylaws, requires the
approval of the majority of all of the Directors.
(b) The filling of vacancies on the Board or on any committee which has the authority of the Board.
(c) The amendment or repeal of Bylaws or the adoption of new Bylaws.
(d) The amendment or repeal or any resolution of the Board.
(e) The approval of any transaction to which Downtown Incorporated is a party and in which one
or more of the Directors has a material financial interest.
An emergency is defined as any business which requires action prior to the next regularly scheduled
meeting of the Board of Directors.
By a majority vote of the Board, the Board may, at any time, revoke or modify any or all of the
authority so delegated. The Executive Committee shall keep regular minutes of its proceedings,
cause them to be filed with the corporate records, and report the same to the Board from time to time
as required.
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SECTION 2. STANDING COMMITTEES
Standing Committees
Membership Policy & Protocol Summary
SECTION 1. STANDING COMMITTEES - Revised and approved November 18, 2009
Standing committees of the Corporation shall be as listed below. The Chair for each committee shall
be appointed by the President and voted on by the Board of Directors. The Chair must be a property
owner in good standing (no outstanding dues, assessment, etc.).
The standing committees are as follows:
(a) Organization and Resource Development:
• While the Board may have general ideas about fund raising, organization strategy, and
developing resources, it should be looking to this committee for concrete work plan proposals.
Once proposals are approved, this committee will need to pull together resources and
complete the projects.
(b) Physical Enhancement:
• To assist in shaping the physical image of Downtown as a place attractive to shoppers,
investors, business owners, and visitors. To succeed, this committee will need to persuade
fiercely independent business and property owners and civic leaders to commit to an
ambitious, pointed agenda for physical enhancement to Downtown.
(c) Economic Enhancement:
• Has primary responsibility for gathering and interpreting market information, which it will then
use to create an economic development strategy for Downtown. Other committees rely on this
information for their work. Because the entire program depends on the information it gathers
and analyzes, the Committee must develop excellent communication with the Board and the
other committees.
(d) Marketing and Promotions:
Primary responsibility for strengthening Downtown's image and marketability.
• Changes community attitudes about Downtown.
• Builds a unified image.
• Generates fresh activity with Downtown as the center of community life.
• Communicates progress and excitement attracting shoppers and investors.
• Creating new image campaigns, retail promotions, and special events to lure people to
Downtown.
(e) Events Committee (Added at the Regular Board Meeting on October 15, 2009, amended
bylaws to include Events through a unanimous decision of the Board Of Directors).
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• The Event Committee is tasked with the protection of the entire district as it relates to street
closure projects impacting the usage of the district's public right of way, as well as the impact
on businesses, residents and property owners.
• Projects located within the boundaries of Downtown Incorporated should strive to balance the
historic character with the successful operation of commerce.
• Projects located within and adjacent to the boundaries of Downtown Incorporated should be
sensitive to the residential population as it concerns access and sound management.
• Projects located within and adjacent to the boundaries of Downtown Incorporated should serve
to enhance the image and reputation of Downtown Incorporated as the region's premiere
shopping, dining and entertainment district.
• The Event Committee will use the approved Special Event Policy (under construction as of
11/6/09), to govern its direction, review and approval/disapproval of any project presented
within or adjacent to Downtown Incorporated.
General Policy and Procedures for all standing committees:
Number of allowed committee members: 7-12
Attendance: Committee members must have (a.) No more than two (2) unexcused consecutive
absences; and (b.) No more than four (4) unexcused absences in one (1) calendar year unless If a
committee member misses a meeting, they may request to be excused for their absence at the
following committee meeting.
Quorum: A quorum is established when there are four (4) voting members in attendance. An item
can not be voted on unless the committee has a quorum.
Voting: A motion must have 50%+1 of the attending member votes for it to pass. The Committee
Chair does not vote, unless to break the tie.
Committee Recruitment: The Committees are looking for fresh perspectives balanced with longevity
of participation when considering new committee members. Due to the types of projects and
stewardship
that is entrusted to the Special Committees, committee members must have a comprehensive
understanding of the community impact, and the role the committee and Downtown Inc. performs in
the community. Each committee member is asked to serve on only one committee.
Process to become a voting member of a Standing Committee:
1. Be a Downtown Inc., member or Downtown Inc Associate member (levels of membership under
construction as of 11/6/09), in good standing (no outstanding assessment, dues, etc.).
2. Submit a written request with relevant experience to the Committee Chair and submit a copy to the
Downtown Incorporated staff member, Yolanda Lawler.
3. Attend 6 consecutive Committee meetings.
4. The Committee Chair will place the request on the agenda at the seventh meeting for review and
vote by the Board of Directors.
5. If approved, the new committee member may join the Committee at the seventh meeting and begin
voting on agenda items.
II. Committee Chair and Vice-Chair
1. The chair of the Standing Committees shall be appointed annually by the Executive Committee of
Downtown Inc., after input from the committee members, the Executive Director and the prior
Chairperson.
2. It is the responsibility of the Chairperson to:
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a. Recruit new members for the committee from Downtown Inc. membership, trying to focus on non-
board members.
b. Make recommendations to the Board of Directors for the Vice-Chairperson of the committee.
c. Work with staff to prepare the monthly meeting agenda and schedule the necessary presentations
by the appropriate parties.
d. Follow-up on old business of the committee, and make sure that actions passed by the committee
go on to Downtown Inc. Board agenda.
e. Inform the committee on Downtown Inc. Board actions or recommendations that are relevant to the
Special Event Committee.
3. It is the responsibility of the Vice Chair to:
a. To assist the Chairperson in the management of the monthly meeting, including but not limited to;
i. Taking roll and/or oversight of the committee/guest sign-in sheet
ii. Assistance in policy clarity and application
iii. Assume the role of the Chair in their absence/ recusal
III. Committee Members
1. The Downtown Inc. Standing Committees will have no less than seven (7) and not to exceed
twelve (12) voting members, including the Chair and Vice Chair.
2. All members in good standing with Downtown Inc. are eligible and encouraged to become a
member of a standing Committee.
3. Members become eligible for Committee membership once they have attended six consecutive (6
Months) committee meetings.
4. Once eligible, the member is nominated by a simple motion, second and vote by a quorum (4) of
the committee membership.
5. Committee members remain active, in good standing, by remaining in good standing with
Downtown Inc. and maintaining sufficient attendance at the Committee.
a. No more than two (2) unexcused consecutive absences.
b. No more than four (4) unexcused absences in one (1) calendar year.
IV. Conflict of Interest
1. It is understood and accepted that time-to-time the members of the committee, including the Chair
and Vice-Chair may have an interest or specific bias with a project under review by the Committee,
that member or members must:
a. Immediately identify their conflict of interest to the committee and acknowledge their need to be
removed from the vote
b. Refrain from excessive discussion, pro or con even if asked for by the committee
c. Refrain from implying or directly using their position on the committee for favorable treatment
2. Downtown Inc., projects are not subject to Section IV of the stated policy due to the inherent
conflict of interest on either side of the approval process. All committee members are to be
considered in the review of Downtown Inc., sponsored projects.
3. Should a member not adhere to this policy, they are subject to immediate dismissal from the
committee and will be considered not in good standing with Downtown Inc., for a period of six (6)
months.
SECTION 3. OTHER/AD HOC COMMITTEES
Downtown Incorporated shall have such other committees as may from time to time be designated by
resolution of the Board of Directors. Such other committees may consist of persons who are not also
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members of the Board. These additional committees shall act only in an advisory capacity to the
Board and shall be clearly titled as "advisory." Ad hoc committees may be created by the President
as deemed necessary for proper conduct of Downtown Incorporated business.
SECTION 4. MEMBERSHIP AND QUORUM
The Executive Committee shall be comprised of the four officers. All members of Downtown
Incorporated shall be eligible for appointment to standing committees and other committees. A
quorum shall be defined as the simple majority of each said committee.
SECTION 5. ATTENDANCE
The committee member shall attend the committee meetings as scheduled by the Chair, provided
due notice is given. Any three (3) absences from committee meetings shall constitute the removal of
a committee member from said committee. If the committee member is a Director, three (3)
absences from committee meetings may be considered just cause for removal from the Board, this
being determined by vote of the Board.
SECTION 6. MEETINGS AND ACTIONS OF COMMITTEES
(a) The Executive Committee may act in place and instead of the Board, between Board
meetings, on all matters except those specifically reserved to the Board by these Bylaws and
California law.
(b) Meetings and action of committees shall be governed by, noticed, held and taken in
accordance with the provisions of these Bylaws concerning meetings of the Board of Directors,
with such changes in the context of such Bylaw provisions as are necessary to substitute the
committee and its members for the Board of Directors and its members, except that the time
for regular meetings of committees may be fixed by resolution of the Board of Directors or by
the committee. The time for special meetings of committees may also be fixed by the Board of
Directors. The Board of Directors may also adopt rules and regulations pertaining to the
conduct of meetings of committees to the extent that such rules and regulations are not
inconsistent with the provisions of these Bylaws.
ARTICLE IX. INDEMNIFICATION
SECTION 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Should any Director or officer of this Corporation be sued, either alone or with others, in his or her
capacity as a current or former Director or officer of this Corporation, in any proceeding arising out of
any alleged wrongful act by the Corporation, indemnity for his or her reasonable expenses, including
attorneys' fees and the defense thereof, may be assessed against the Corporation, its receiver, or its
trustee, by the court in the same or a separate proceeding if:
(a) The court finds that the officer or Director was not guilty of malfeasance or derelict in the
performance of his/her duties; and
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(b) The court finds that his or her conduct fairly and equitably merits such indemnity. The amount
of such indemnity shall be so much of the expenses, including attorney fees, incurred in the
defense of the action, as the court determines and finds to be reasonable.
ARTICLE X. CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MINUTES OF MEETINGS
The Corporation shall keep at its principal office in the state of California, or at such other place as
the Board of Directors may order, a book of minutes of all meetings of members, a book of minutes of
all meetings of Directors and committees of the Board indicating the time and place of such meetings,
whether regular or special, how called, the notice given, and the names of those present and the
proceedings thereof, and in the case of special meetings, how authorized.
SECTION 2. BOOKS OF ACCOUNTS
The Corporation shall keep at its principal office in the state of California, or at such other place as
the Board of Directors may order, adequate, current, and correct books and records of account,
including accounts of its properties and business transactions and accounts of its assets, liabilities,
receipts, disbursements, gains and loss.
SECTION 3. ARTICLES OF INCORPORATION/BYLAWS/BOARD OF DIRECTORS
The Corporation shall keep at its principal office in the state of California, or at such other place as
the Board of Directors may order, a copy of the Corporation's Articles of Incorporation, the Bylaws, as
amended to date, and a record of its Board of Directors and officers, indicating their names and
addresses and the term of office
SECTION 4. DIRECTORS' INSPECTION RIGHTS
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 5. MEMBERS' INSPECTION RIGHTS
Each and every member shall have the following inspection rights, for a purpose reasonably related
to such person's interest as a member to:
(a) Inspect and copy the record of all members' names, addresses and voting rights, at
reasonable times, upon five (5) business days' prior written demand on the Corporation, which
demand shall state the purpose for which the inspection rights are requested.
(b) Obtain from the Secretary of the Corporation, upon written demand and payment of a
reasonable charge, a list of the names, addresses and voting rights of those members entitled
to vote for the election of Directors as of the most recent record date for which the list has
been compiled or as of the date specified by the member subsequent to the date of demand.
The demand shall state the purpose for which the list is requested. The membership list shall
be made available on or before the latter of ten (10) business days after the demand is
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received or after the date specified therein as of which the list is to be compiled.
(c) Inspect at any reasonable time the books, records, or minutes of proceedings of the members,
or of the Board, or of committees of the Board, upon written demand on the Corporation by the
member, for a purpose reasonably related to such person's interests as a member.
SECTION 6. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this article may be made in person or by agent or attorney and
the right to inspection includes the right to copy and make extracts.
SECTION 7. ANNUAL REPORT
At the end of each fiscal year, the Board of Directors shall prepare and publish, or cause to be
prepared and published, an annual report of receipts and disbursements of Downtown Incorporated,
and shall determine the form and detail in which the report shall be made. The President shall present
the annual report at the Annual Meeting of Members.
The Board shall cause an annual report to be furnished to all Directors of the Corporation not later
than ninety (90) days after the close of the Corporation's fiscal year. The annual report shall contain
the following information in appropriate detail:
(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.
The annual report shall be accompanied by any report of independent accountants, or, if there is no
such report, the certificate of an authorized officer of the Corporation that the annual report was
prepared, without audit, from the books and records of the Corporation.
SECTION 8. CORPORATE SEAL
The Board of Directors shall adopt and use, and may at will, alter, a corporate seal. The Seal of the
Corporation shall have inscribed therein the full name of the Corporation and the year of its
incorporation. Such seal shall be kept at the principal office of the Corporation. Failure to affix the
seal to corporate instruments, however, shall not affect the validity of any such instrument.
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ARTICLE XI. EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize
any officer or agent of the Corporation to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority may be general or
confined to specific instances. Unless so authorized, 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 in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise
required by law, all checks, drafts, promissory notes, orders for the payment of money, and other
evidence of indebtedness of the Corporation shall bear the signatures of two officers of the
Corporation.
SECTION 3. DEPOSITS AND INVESTMENTS
(a) All funds of the Corporation shall be deposited to the credit of the Corporation in such banks,
trust companies, or other depositories as the Board of Directors may select or as may be
selected by any officer of the Corporation to whom such power has been delegated by the
Board, provided said banks, trust companies or other depositories are insured by the Federal
Deposit Insurance Corporation or such United States Government agency charged with
insuring such funds; and for the purpose of such deposit, any officer or employee to whom
such power may be delegated by the Board may endorse, assign or deliver checks, drafts and
other orders for the payment of money which are payable to the order of the Corporation.
(b) All investments of the Corporation shall only be made to the credit of the Corporation in such
banks, trust companies, or other depositories as the Board of Directors may select or as may
be selected by any officer of the Corporation to whom such power has been delegated by the
Board, provided said banks, trust companies or other depositories are insured by the Federal
Deposit Insurance Corporation or such United States Government agency charged with
insuring such funds.
SECTION 4. GIFTS
The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or
devise for the charitable or public purposes of this Corporation. No gift, donation, bequest or
contribution to the Corporation shall be deemed to have been accepted until acted upon affirmatively
by the Board of Directors.
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ARTICLE XII. FISCAL YEAR
SECTION 1. FISCAL YEAR OF THE CORPORATION
The fiscal year of the Corporation shall begin on the first (1S) day of January and end on the thirty-first
(31S) day of December in each year.
Revised: In May 2010, the City of Santa Ana advised Downtown Inc. to change the fiscal period to
July 1St to June 30th to align with the City of Santa Ana.
ARTICLE XIII. LIMITATION OF AUTHORITY
SECTION 1. LIMITATION
No action by any member, Director, officer, committee, committee member, or employee shall be
binding upon, or constitute an expression of, the policies of Downtown Incorporated until it shall have
been approved or ratified by the Board of Directors as herein provided.
ARTICLE XIV. PROHIBITION AGAINST SHARING CORPORATE PROFITS
AND ASSETS
SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
No Director, officer, employee, or other person connected with this Corporation, or any private
individual, shall receive, at any time, any of the net earnings or pecuniary profit from the operations of
the Corporation, provided, however, that this provision shall not prevent payment to any such person
of reasonable compensation for services performed for the Corporation in effecting any of its exempt
purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by
resolution of the Board of Directors; and no such person or persons shall be entitled to share in the
distribution of, and shall not receive, any of the corporate assets on dissolution of the Corporation. All
members of the Corporation shall be deemed to have expressly consented and agreed that on such
dissolution of the Corporation, whether voluntarily or involuntarily, the assets of the Corporation, after
all debts have been satisfied, shall be distributed as required by the Articles of Incorporation and
Bylaws of this Corporation and not otherwise.
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ARTICLE XV. DEDICATION AND DISSOLUTION
SECTION 1. DEDICATION
The property of this Corporation is irrevocably dedicated to exempt purposes and no part of the net
income or assets of this Corporation shall ever inure to the benefit of any Director, officer or member
thereof or to the benefit of any private individual.
SECTION 2. DISSOLUTION
Upon dissolution or the conclusion of business of the Corporation, its assets remaining after payment
of, or provision for payment of, all debts and liabilities of this Corporation, shall be distributed to a
nonprofit fund, foundation or Corporation within the City of Santa Ana operated exclusively for exempt
purposes and which has established its tax exempt status under Section 501 (c) of the Internal
Revenue Code, or the corresponding section of any future federal tax code, and which is qualified for
exemption from taxation under appropriate sections of the California Revenue and Taxation Code.
ARTICLE XVI. AMENDMENT OF BYLAWS
SECTION 1. POWERS OF MEMBERS
(a) Power to Amend. These Bylaws may be amended or repealed and new Bylaws adopted by
the affirmative vote of a majority of the votes represented and voting at a duly noticed and held
meeting of the members at which a quorum is present, or by the written assent of such
members, except as otherwise provided by law or by the Articles of Incorporation.
(b) Request to Amend. The membership may request that action be taken to change the Bylaws
by submitting to the Board of Directors a petition signed by fifteen percent (15%) of the
Regular membership.
(c) Notice and Ballot. The Board shall provide all Regular Members with a notice of meeting
accompanied by a statement about the proposed amendment clearly outlining the change,
specifying the reason for the change, and if the change is requested by membership petition or
by action of the Board of Directors.
SECTION 2. POWERS OF DIRECTORS
Subject to the rights of members as provided in Article XVI Section 1, these Bylaws may be altered,
amended or repealed by a vote of a two-thirds (2/3rd) majority of the Board of Directors present in
person at any valid meeting of the Board of Directors at which a quorum is present provided,
however, that notice of the proposed amendment, as described in Article XVI Section 1(c) of these
Bylaws, shall have been given to each Regular Member at least thirty (30) days before the meeting at
which the proposed amendment is to be voted upon, and further provided that the Board of Directors
may not adopt any amendment that would:
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(a) Change the authorized number of Directors, change from a fixed number of
Directors to a variable number of Directors, or increase the term of office of any Director.
(b) Increase or decrease the quorum required for the conduct of business at a
meeting of members.
(c) Change or limit the number of members authorized in total or for any class.
(d) Authorize a new class of members.
(e) Effect an exchange, reclassification, or cancellation of all or any part of the
memberships.
(f) Materially and adversely affect the rights and privileges of members as to voting,
inspection, indemnification, or dissolution.
(g) Change the boundaries of the District.
SECTION 3. RECORD OF AMENDMENTS
Whenever an amendment or new Bylaw is adopted it shall be inserted into the official copy of the
Bylaws in the appropriate place. If any Bylaw is repealed, the fact of repeal and the date of the
meeting at which it was repealed or the date of written consent was effective shall be stated in the
official copy of the Bylaws.
ARTICLE XVII. EFFECTIVE DATE
SECTION 1. EFFECTIVE DATE
These Bylaws shall become effective immediately upon their adoption by the incorporator.
Amendments to these Bylaws shall become effective immediately upon their adoption unless the
Board of Directors or members in adopting them provide that they are to become effective at a later
date.
First adopted and made effective by the Founding Board of Directors through a motion duly made,
seconded, and unanimously carried at a meeting properly held on the 21 st day of May, 2009
HADOWNTOWN INCORPORATED\Bylaws\BYLAWS of Downtown Incorporated May-2009.docx
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CERTIFICATE
We, the undersigned, do hereby certify:
1. That we are the duly elected and acting Board of Directors of Downtown Inc., a California
nonprofit mutual benefit corporation; and
2. That the foregoing Bylaws constitute the Bylaws of said corporation as duly adopted on May
21, 2009, by the consent of all of the acting directors of said corporation.
That the foregoing Bylaws constitute the current Bylaws as amended in fiscal year 2011-2012.
IN WITNESS WHEREOF, we have hereunto subscribed our names this.
Ryan Chase Date
Dan Bradley Date
Nathan Hittle Date
Joe Duffy Date
Mike Paxton Date
Teresa Saldivar Date
Mike McGee Date
Dennis Dascanio Date
Bob Stewart Date
Davin Gumm Date
Gil Marrero Date
Carl Middleton Date
Michael Truong Date
Dennis Lluy Date
Ken Gominsky Date
Chris Taylor Date
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