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HomeMy WebLinkAbout6/11/2008 - STAFF REPORTS - 5.B. �O pALM gA� �Z c+ c9`'F°��'�P CITY COUNCIL STAFF REPORT DATE: June 11, 2008 NEW BUSINESS SUBJECT: RECEIVE AND FILE MAIN STREET PALM SPRINGS BYLAWS; AND APPROVE A BUDGET RESOLUTION AMENDING THE BUDGET IN THE AMOUNT OF $21,000 FOR THE PURPOSE OF PROVIDING ADMINISTRATIVE FUNDS FROM: David H. Ready, City Manager BY: Community & Economic Development Department SUMMARY Staff recommends the City Council receive and file the Main Street Palm Springs Bylaws and approve a Budget Resolution in the amount of $21,000 to provide administrative funds for their organization to maintain a non-profit status and carry out relevant provisions of the Downtown Business Improvement District (BID). RECOMMENDATION: 1. Receive and file the Main Street Palm Springs Bylaws. 2. Adopt Resolution No. _, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, AMENDING THE BUDGET FOR FISCAL YEAR 2007-08." STAFF ANALYSIS: In order to be more responsive to the needs of the business community in the downtown, Main Street Palm Springs has restructured its Bylaws to attempt to make the Board of Directors more representative of downtown and uptown. Additionally, to demonstrate the level of support for Main Street in the downtown and uptown area, the Bylaws recast the organization as a membership organization, with a nominal dues payment to join. The Corporation represents the interests of businesses and property owners located within the downtown and uptown areas of the City within the boundaries described in Article III Section 2(b) of the Bylaws. Item No. 5 3 • City Council Staff Report (June 4, 2008) -- Page 2 (Main Street Palm Springs Bylaws & Funding) The new bylaws maintain the Block Captain (Merchant Director) structure but increase the number of representatives per block and also increase representation for Indian Canyon Drive and side streets. In addition, the uptown directors would be directly elected in the Main Street elections. Overlaying the geographic designation is a requirement that no fewer than four Merchant Directors be retailers, four members shall be restaurants, and one member represent office or service businesses. The structure also keeps outside appointed representatives from the Chamber of Commerce, the Palm Springs Hospitality Association, and the Tribe. The Main Street Board appoints the property owner representative. The Annual Membership Fee is $1.00 per business and due on July 1 of each year. At that dues level, the organization"s new membership structure will provide only nominal income to provide the services and programs to its members. Hence, in order to keep their dues low to encourage membership, Main Street has requested, and staff supports, $21,000 from the City for administrative expenses associated with maintaining their non-profit status, documentation of meetings, BID activities, etc. FISCAL IMPACT: $21,000, to be appropriated from Fund Balance. David H. Ready, anager Attachments: Main Street Palm Springs Bylaws Budget Resolution a�aaaa BYLAWS OF MAIN STREET PALM SPRINGS A California Nonprofit Benefit Corporation ARTICLE I NAME The name of this corporation is Main Street Palm Springs (hereinafter referred to as the "Corporation" or the"Association"). ARTICLE ii OFFICES OF THE CORPORATION SECTION 1. PRINCIPAL OFFICE The principal office for the transaction of the activities and affairs of the Corporation ("principal office") is located at 264 N. Palm Canyon Drive, Palm Springs CA 92262, in Riverside County, California. The Board of Directors ("Board") may change the principal office from one location to another. Any change of location of the principal office shall be noted by the secretary on these Bylaws opposite this section, or this section may be amended to state the new location. SECTION 2. OTHER OFFICES The Board may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to conduct its activities. ARTICLE III PURPOSES AND LIMITATIONS SECTION 1. GENERAL PURPOSES a. This corporation is a nonprofit mutual benefit corporation organized under the Nonprofit Mutual Benefit Corporation Law. The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under such law. b. Notwithstanding any of the above statements of proposes and powers, 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 purpose of this corporation. Was SECTION 2. SPECIFIC PURPOSES a. The purpose of this corporation is to revitalize and increase the economic vitality of the downtown and uptown business districts of the City of Palm Springs, California. b. The Corporation shall represent the interests of businesses located within the downtown and uptown areas of Palm Springs, California, specifically including all businesses on Palm Canyon Drive, north of and including Ramon Road and south of and including Tachevah Drive along both sides of the street; Indian Canyon Drive, north of and including Ramon Road and south of and including Alejo Road along both sides the street; Belardo Road, north of and including Ramon Road and south of and including and Alejo Road on both sides of the street; Museum Drive on both sides of the street; Tahquitz Canyon Way west of Indian Canyon Drive on both sides of the street; Andreas Plaza; Amado Road; Arenas Road; and Baristo Road from Indian Canyon Drive west to Belardo Road on both sides of the street and La Plaza;, SECTION 3. LIMITATIONS a. All corporate property is irrevocably dedicated to the purposes set forth in Article III, Section I(a) above. 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 person b. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for mutual benefit purposes and which has established its tax exempt status under Section 501(c)(6) of the Internal Revenue Code. ARTICLE IV MEMBERS SECTION 1. MEMBERSHIP. a. This Corporation is a membership organization. Membership shall be limited to those businesses and/or property owners with a permanent physical location within the area described in Article III, Section 2(b) of these Bylaws. The Amival Membership Fee shall be no less than 51.00 per year. The Board of Directors may change the membership fee from time to time. Any change of Annual Membership Pee shall be noted by the secretary on these Bylaws opposite this section, or this section may be amended to state the new Annual Membership Fee. b. The Board of Directors may create a category of Associate Member and determine qualifications for the Associate Member category. Associate Members may 2 0000n Z participate in all Main Street activities except voting and may not hold office on the Board of Directors. C. The Annual Membership Fee is due and payable on July 1 of each year_ The Board of Directors shall keep records on active membership in the Member and Associate Member categories. Such infonnation is public and shall be produced on request. ARTICLE V ELECTION AND APPOINTMENT OF DIRECTORS SECTION 1. ELECTION OF MERCHANT DIRECTORS BY MEMBERSHIP Thirteen members of the Board of Directors shall be elected by a vote of the Members in good standing on the date of the election. Candidates seeking a position on the Board of Directors shall represent the following areas of Members: (1) 500-1100 N. Palm Canyon Drive, two seats; (2) 300-499 N. Palm Canyon Drive, two seats; (3) 100-299 N. Palm Canyon Drive, two seats; (4) 100-299 S_ Palm Canyon Drive, two seats; (5) 300-499 S. Palm Canyon Drive, two seats; (6) S. Indian Canyon Drive (including side streets), two seats; (7) N. Indian Canyon Drive, one seat.. No less than 4 retail, 4 restaurant, 1 service or office on board. If elected board falls short on these categories the Board shall appoint representative or choose next highest vote getter. The Board shall formulate procedures that allow the Members to elect the Board of Directors block by block. Each Member Business shall have one vote. Each Member Business can vote for all open seats. SECTION 2. APPOINTMENT BY AGUA CALIENTE BAND OF CAHUILLA INDIANS One Member of the Board of Directors shall be appointed by the Tribal Council of the Agua Caliente Band of Cahuilla Indians. SECTION 3. APPOINTMENT BY PALM SPRINGS HOSPITALITY ASSOCIATION One additional member of the Board shall be appointed by Palm Springs Hospitality, Association, a California corporation ("PSHA"), or its successor-in-interest. SECTION 4. APPOINTMENT BY PALM SPRINGS CHAMBER OF COMMERCE One member of the Board of Directors shall be appointed by the Board of Directors of the Palm Springs Chamber of Commerce. ' WWI SECTION 5. APPOINTMENT OF PALM SPRINGS PROPERTY OWNER One downtown or uptown property owner within the area shall be appointed by the Main Street Palm Springs Executive Board. ARTICLE VI DIRECTORS SECTION 1. POWERS a. General Corporate Powers Subject to the provisions and limitations of the California Nonprofit Mutual Benefit Corporation Law and any other applicable laws, the Corporation's activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board- b. Specific Powers Without prejudice to the general powers set forth in Article VI, Section l(a) of these Bylaws,but subject to the same limitations, the directors shall have the power to: (1) Appoint and remove, at the pleasure of the Board, all the Corporation's officers, agents and employees; prescribe powers and duties for them that are consistent with law,with the articles of incorporation, and with these Bylaws; and fix their compensation and require from them security for faithful performance of their duties. (2) Change the principal office or the principal business office in California from one location to another; cause the Corporation to be qualified to conduct its activities in any other state, territory, dependency or country and conduct its activities within or outside California; and designate any place within or outside California for holding any meeting of the Board. (3) Adopt and use a corporate seal; and alter the forms of the seal and certificates. (4) Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of'debt and securities. 4 OUQQas SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS a. Authorized Number The Board of Directors shall consist of seventeen (17) directors until changed by amendment to these Bylaws. b. Restriction on Interested Persons as Directors No more than 49 percent of the persons serving on the Board may be interested persons. An interested person is (1) any person compensated by the Corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as a director; and (2) any brother, sister, ancestor, descendant, spouse, brother-in law, sister-in-law, daughter-in-law, mother-in-law, or father-in-law of such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the Corporation. SECTION 3. TERM OF OFFICE a. Merchant Directors Those directors elected by the merchants of their blocks shall serve for two-year terns. There shall be no limit on the number of times a Merchant Director elected by the merchants may be reelected. b. Agua Caliente Band of Cahuilla Indians Designees Directors designated by the Agua Caliente Band of Cahuilla Indians or its successor, shall serve one-year terms. There shall be no limit on the number of times a director appointed by the Agua Caliente Band of Cahuilla Indians may be reappointed. C. Palm Springs Hospitality Association Designees Directors designated by PSHA or its successor, shall serve one-year terns. There shall be no limit on the number of times a director appointed by PSHA may be reappointed. d. Palm Springs Chamber of Commerce Designees Directors designated by Palm Springs Chamber of Commerce or its successor, shall serve one-year terms. There shall be no limit on the number of times a director appointed by Palm Springs Chamber of Commerce may be reappointed. C. Downtown and/or Uptown Property Owner 5 000637 Directors designated as Palm Springs Downtown or Uptown Property Owner or its successor, shall serve one-year terms. There shall be no limit on the number of times a director appointed by the Board may be reappointed. SECTION 4. VACANCIES ON BOARD a. Events Causing Vacancy A vacancy or vacancies on the Board shall exist on the occurrence of the following: (1) The death or resignation of any director; (2) The declaration by 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, convicted of a felony, or, if the corporation holds assets in charitable trust, has been found by a Cnal order of judgment of any court to have breached a duty arising under Section 7238 of the California Corporations Code; (3) A director who has missed three or more meetings in a year; or (4) The increase of the authorized number of directors; b. ResiQnations Except as provided below, any director may resign by giving written notice to the chairman of the board, if any, or to the president or the secretary of the Corporation_ The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director's resignation is effective at a later time, the Board may elect a successor to take office as of the date when the resignation becomes effective. C. Filling Vacancies If a Merchant Directors seat becomes available, the Board may fill the vacancy by appointing a representative from the same block or area that the vacating Merchant Director represented. If one of the other seats on the Board becomes available, the entity that previously designated the person to fill that seat shall appoint the successor in a timely manner. If the subject entity fails to appoint a successor within thirty (30) days of the vacancy, the Board may fill the vacancy by a majority vote of the directors then in office, whether or not less than a quorum. d. No Vacancy on Reduction of Number of Directors 6 000008 No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires. SECTION 5. DIRECTORS' MEETINGS a. Place of Meetings Meetings of the Board shall be held at any place within or outside California that has been designated by resolution of the Board or in the notice of the meeting or, if not so designated, at the principal office of the Corporation. b. Meetings by Telephone, Email Any meeting may be held by conference telephone, email or similar communication equipment, as long as all directors participating in the meeting can hear one another or can participate fully. All such directors shall be deemed to be present in person at such a meeting. C. Annual Meeting The Board shall hold a regular Annual Meeting for the purpose of electing officers and conducting other appropriate business. d. Other Regular Meetings Other regular meetings of the Board may be held without notice at suell time and place as the Board may fix from time to time. SECTION 6. SPECIAL MEETINGS OF THE BOARD OF DIRECTORS a. Authority to Call Special meetings of the Board for any purpose may be called at any time by the chairman of the Board, if any, the president or any vice president, or the secretary or any two directors. b. Notice (1) Manner of Giving Notice Notice of the time and place of special meetings shall be given to each director by one of the following methods: (i) by personal delivery of written , notice; (n) by first-class mail, postage prepaid; (iii) by telephone, either directly to . the director or to a person at the director's office who would reasonably be expected to communicate that notice promptly to the director; or (iv) by e-mail. All such notices shall be given or sent to the director's address, e-mail or telephone number as shown on the records of the Corporation. (2) Time Requirements Notices sent by first-class mail shall be deposited in the United States mail at least four days before the time set for the meeting. Notices given by personal delivery, telephone, or e-mail shall be delivered, telephoned or e-mailed at least 48 hours before the time set for the meeting. (3) Notice Contents The Notice shall state the time of the meeting, and the place if the place is other than the principal office of the Corporation. It need not specify the purpose of the meeting. SECTION 7. QLJORUM A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the Board, subject to the more stringent provisions of the California Nonprofit Mutual Benefit Corporation Law, including, without limitation, those provision relating to (1) approval of contracts or transactions between the corporation and one or more directors or between the corporation and any entity in which a director has a material financial interest, (2) creation of and appointments to committees of the Board, and (3) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting. SECTION 8. WAIVER OF NOTICE, Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be give to any director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her. SECTION 9. ADJOURNMENT A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. SECTION 10. NOTICE OF ADJOURNED MEETING aaao�a Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the directors who were not present at the time of the adjournment. SECTION 11. ACTION WITHOUT A MEETING Any action that the Board is required or permitted to take may be taken without a meeting if all members of the Board consent in writing or by email to the action. Such action by written or email consent shall have the same force and effect as any other validly approved action of the Board. All such consents shall be filed h the roceedings of the Board. SECTION 12. COMPENSATION AND REIMBURSEMENT Directors and members of committees may receive such compensation, if any, for:thirservices, and such reimbursement ofexpenses, as the Board may determine by restionto be just and reasonable as to the Corporation at the time that the resolution is adoed. SECTION 13.CONFLICTS OF INTEREST Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the board shall ensure that: 1. The interest of such officer or director is fully disclosed to the board of directors. 2. No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting of the board of directors at which such matter is voted upon. 3. Any transaction in which a director or officer has a financial or personal interest shall be duly approved by members of the board of directors not so interested or connected as being in the best interests of the organization. 4. Payments to the interested officer or director shall be reasonable and shall not exceed fair market value. 5. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval. SECTION 14_ RULES OF ORDER Robert's Rules of Order shall govern the proceedings of all meetings. ARTICLE VII COMMITTEES 9 oonoi� SECTION 1. COMMITTEES OF THE BOARD The Board, by resolution adopted by a majority of the directors then in office, provided a quorum is present, may create one or more committees, each consisting of two or more directors and no persons who are not directors, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by a majority vote of the directors then in office. The Board may appoint one or more directors as alternate members of any such committee, who may replace any absent member any meeting. Any such committee, to the extent provided in the Board resolution, shall have all the authority of the Board, except that no committee, regardless of Board resolution, may: a. Fill vacancies on the Board or on any committee that has the authority of the Board; b. Fix compensation of the directors for serving on the Board or on any committee; C. Amend or repeal Bylaws or adopt new Bylaws; d. Amend or repeal any resolution of the Board that by its express teens is not so amendable or repealable; e. Create any other committees of the Board or appoint the members of committees of the Board. f. With respect to any assets held in charitable trust, approve any contract or transaction between the Corporation and one or more of its directors or between the corporation and an entity in which one or more of its directors has a material financial interest, subject to the special approval provisions of Section 7233 of the California Corporations Code. SECTION 2. MEETINGS AND ACTION OF COMMITTEES Meetings and actions of conunittees of the Board shall be governed by, held, and taken in accordance with the provisions of these Bylaws concerning meetings and other Board actions, except that the time for regular meetings of such committees and the calling of special meetings of such committees may be determined either by Board resolution or, if there is none, by resolution of the committee of the Board. Minutes of each meeting of any committee of the Board shall be kept and shall be filed with the corporate records. The Board may adopt rules for the government of any committee, provided they are consistent with these Bylaws or, in the absence of rules adopted by the Board, the committee may adopt such rules. SECTION 3. PARTICULAR BOARD AND ADVISORY" COMMITTEES 10Oa�� 2 The Board shall have the power from time to time to establish particular committees, e.g., an executive committee, fund-raising committee, audit committee, nominating committee, compensation committee, and finance committee_ If any committee is to include any non- director committee member, it is not a "committee of the Board," and it shall be deemed to be an "advisory committee."The advisory committee shall be chaired by a Board Member. The Board may delegate management of the Corporation's activities to an advisory committee, subject to the provisions of Corporations Code Sections 7210 and 7212, to the same extent that those powers could be delegated to anyone under Corporations Code Section 7210. ARTICLE Vlll OFFICERS SECTION 1. OFFICERS OF THE CORPORATION The officers of the Corporation shall be a president, a vice president, a secretary, and a treasurer. The Corporation may also have, at the Board's discretion, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with Section 3 of Article VIII of these Bylaws. Any number of offices may be held by the same persona SECTION 2. ELECTION OF OFFICERS The officers of the Corporation, except those appointed under Section 3 of Article Vlll of these Bylaws, shall be chosen annually by the Board and shall serve at the pleasure of the Board, subject to the rights, if any, of any officer under any contract of employment. SECTION 3. OTHER OFFICERS The Board may appoint and may authorize the Chairman of the board, the president, or other officer, to appoint any other officers that the Corporation may require. Each officer so appointed shall have the title, hold office for the period, have the authority, and perform the duties specified in the Bylaws or determined by the Board. SECTION 4. REMOVAL OF OFFICERS Without prejudice to any rights of an officer under any contract of employment, any officer may be removed with or without cause by the Board and also, if the officer was not chosen by the Board, by any officer on whom the Board may confer that power of removal. SECTION 5. RESIGNATION OF OFFICERS Any officer may resign at any time by giving written notice to the Corporation. The resignation shall take effect as of the date the notice is received or at any later time specified in II 0000,�3 the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. SECTION 6_ VACANCIES IN OFFICE A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office, provided, however, that vacancies need not be filled on an annual basis. SECTION 7. RESP0NSIBILITIES OF OFFICERS a. President The president shall be the general manager of the Corporation and shall supervise, direct, and control the Corporation's activities, affairs, and officers. The president shall preside at all Board meetings. The president shall have such other powers and duties as the Board or the Bylaws pray prescribe. b. Vice Presidents If the president is absent or disabled, the vice president, if any, shall perform all duties of the president. When so acting, a vice president shall have all powers of and be subject to all restrictions on the president. The vice presidents shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe. C. Secretary (1) Book of Minutes The secretary shall keep or cause to be kept, at the Corporation's principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board, of committees of the Board. The minutes of meetings shall include the time and place that the meeting was held, whether the meeting was annual, regular or special, and, if special, how authorized, the notice given, and the names of those present at Board and committee meetings. The secretary shall keep or cause to be kept, at the principal office in California, a copy of the articles of incorporation and Bylaws, as amended to date. (2) Notices, Seal, and Other Duties 12 000014 The secretary shall give, or cause to be given, notice of all meetings of the Board and of committees of the Board required by these Bylaws to be given. The secretary shall keep the corporate seal in safe custody and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe. d. Treasurer (1) Books of Account The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the Corporation's properties and transactions. The treasurer shall send or cause to be given to the directors such financial statements and reports as are required to be given by law, by these Bylaws, or by the Board. The books of account shall be open to inspection by any director at all reasonable times. (2) Deposit and Disbursement of Money and Valuables The treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Corporation with such depositories as the Board may designate, shall disburse the Corporation's funds as the Board may order, shall render to the president, chairman of the board, if any, and the Board, when requested, an account of all transactions as chief financial officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe. (3) Bond If required by the Board, the treasurer shall give the Corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the Corporation of all of its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the chief financial officer on his or her death, resignation, retirement, or removal from office. ARTICLE IX INDEMNIFICATION SECTION 1. RIGHT OF INDEMNITY To the fullest extent permitted by law, this Corporation shall indemnify its directors, officers, employees, and other persons described in Section 7237(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other ainounts actually and reasonably incurred by tbem in connection with any "proceeding," as the tenn is used in that Section, and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a 13 �d�d' person described in that Section. "Expenses," as used in this bylaw, shall have the same meaning as in Section 7237(a) of the California Corporations Code. SECTION 2. APPROVAL OF INDEMNITY On written request to the Board by any person seeking indemnification under Section 7237(b) or Section 7237(c) of the California Corporations Code, the Board shall promptly determine under Section 7237(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met and, if so, the Board shall authorize indemnification. SECTION 3. ADVANCEMENT OF EXPENSES To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Sections 1 acid 2 of this Article IX of these Bylaws in defending any proceeding covered by those Sections shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking by or on behalf ol'that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Corporation for those expenses. ARTICLE X INSURANCE The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer's, director's, employee's, or agent's status as such. ARTICLE XI RECORDS AND REPORTS SECTION I. MAINTENANCE OF CORPORATE RECORDS The Corporation shall keep: a. Adequate and correct books and records of account; and a. Written minutes of the proceedings of its Board and committees of the Board. SECTION 2_ INSPECTION BY DIRECTORS 14 � � `� Every director shall have the absolute right at any reasonable time to inspect the Corporation's books, records, documents of every kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the director's agent or attorney. The right of inspection includes the right to copy and make extracts of documents. SECTION 3. MAINTENANCE AND INSPECTION OF ARTICLES AND BYLAWS The Corporation shall keep at its principal office, or if its principal office is not in California, at its principal business office in this state, the original or a copy of the articles of incorporation and bylaws, as amended to date, which shall be open to inspection at all reasonable times during office hours. If the principal office of the Corporation is outside California and the Corporation has no principal business office in this state, the secretary shall, on the written request of any Board member, furnish to that Board member a copy of the articles of incorporation and bylaws, as amended to date. SECTION 4. ANNUAL REPORT (1) An annual report shall be prepared within 120 days after the end of the corporation's fiscal year. That report shall contain the following infonnation in appropriate detail: a. A balance sheet as of the end of the fiscal year, and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report on them by independent accountants, or, if there is no such report, by the certificate of an authorized officer of the corporation that they were prepared without audit from the books and records of the corporation. b. A statement of the place where the names and addresses of current Board member are located. C. Any information that is required by Section 5 of Article XI. (2) This Section shall not apply if the corporation receives less than 520,000 in gross revenues or receipts during the fiscal year. SECTION 5. ANNUAL STATEMENT OF CERTAIN TRANSACTIONS AND INDEMNIFICATIONS As part of the annual report, or, in the event an annual report is not issued pursuant to the provisions of Corporations Code section 8321(c) then as a separate staternent, the Corporation shall annually prepare and hi nish to each director a staternent of any transaction or indemnification of the following kind within 120 days after the end of the Corporation's fiscal year: a. Any transaction (i) in which the Corporation, its parent, or its subsidiary was a party, (ii) which involved more than $50,000.00, or was one of a number of 15 000017 transactions with the same interested person involving, in the aggregate, more than $50,000.00, and (iii) in which either of the following interested persons had a direct or indirect material financial interest(a mere cornnon directorship is not a material financial interest): (1) Any director or officer of the Corporation, its parent, or subsidiary; (2) Any holder of more than 10 percent of the voting power of the Corporation, its parent, or its subsidiary. The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the Corporation, the nature of their interest in the transaction and, when practicable, the amount of that interest, provided that if the transaction was with a partnership in which such person is a partner, only the interest of the partnership need be stated. b. A brief description of the amounts and circumstances of any loans, guaranties, indemnifications, or advances aggregating more than $10,000 paid or made during the fiscal year to any officer or director of the corporation under Article 1X of these Bylaws, unless the loan or guaranty is not subject to the provisions of Section 7235(a) of the California Corporations Code. ARTICLE XII CONSTRUCTION AND DEFINITIONS Unless the context requires otherwise, the general provisions, rules of construction and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term "person" includes both a legal entity and a natural person. ARTICLE XIII AMENDMENTS SECTION 1. AMENDMENT BY BOARD Except as provided in subdivision (c) of Section 7150 and Sections 7151, 7220, 7224, 7512, 7613, and 7615, of the California Corporations Code, and unless otherwise provided herein, the Bylaws may be adopted, amended or repealed by the affirmative vote of at least eight (8) members of the Board. 16 CERTIFICATE OF SECRETARY I certify that I am the duly elected and acting Secretary of Main Street Palnr Springs, a California Nonprofit Mutual Benefit Corporation, that the above Bylaws, consisting of 16 pages, are the Bylaws of this Corporation as adopted by the Board of Directors on July 14, 1994 and that they have been amended and ratified by the Board on March 26, 2008. Executed on 2008 at Palm Springs, California. Secretary 17 Q�Q� � RESOLUTION NO. OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, AMENDING THE BUDGET FOR THE 2007-08 FISCAL YEAR. WHEREAS Resolution 21901 approving the budget for the fiscal year 2007-08 was adopted on June 6,2007; and WHEREAS the City Manager has recommended, and the City Council desires to approve, certain amendments to said budget; NOW THEREFORE BE IT RESOLVED that the Director of Finance is authorized to record inter-fund cash transfers as required in accordance with this Resolution, and that Resolution 21901, adopting the budget for the 2007-08 fiscal year is hereby amended as follows: SECTION 1. ADDITIONS Fund Activity Account Amount 001 1400 43200 $21,000 Purpose SECTION 2. SOURCE Fund Activity Account Amount Fund Balance $21,000 ADOPTED THIS 215t day of May, 2008. David H. Ready, City Manager ATTEST: James Thompson, City Clerk CERTIFICATION STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF PALM SPRINGS ) I, JAMES THOMPSON, City Clerk of the City of Palm Springs, hereby certify that Resolution No. is a full, true and correct copy, and was duly adopted at a regular meeting of the City Council of the City of Palm Springs on by the following vote: AYES: NOES: ABSENT: ABSTAIN: James Thompson, City Clerk City of Palm Springs, California 000021