HomeMy WebLinkAbout22 COMM FOUNDATION 07-07-98NO. 22
7-7-98
DATE' July 7, 1998
In.ter-Com
TO:
FROM:
SUBJECT:
WILLIAM A. HUSTON, CITY MANAGER
PATRICK SANCHEZ, DIRECTOR, PARKS AND RECREATION SERVICES
TUSTIN COMMUNITY FOUNDATION
RECOMMENDATION:
It is recommended the City Council adopt Resolution No. 98-59 to amend the Bylaws of
the Tustin Comm]mity Foundation, and provide staff with direction for modifications to
the existing Memorandum of Understanding (MOU).
BACKGROUND'.
The Articles of Incorporation for the Tustin Community Foundation were filed in July of
1993. They provided for the establishment of a non-profit, public benefit corporation for
the purpose of providing support to community activities for the City of Tustin.
Under the guidance of the City Council the Articles of Incorporation and Bylaws
provided for a member of the City Council to be a member of the Foundation Board of
Directors. The Bylaws also stipulated that the Board of Directors shall be comprised of
15 members elected by a four-filths (4/5) vote of the City Council. Finally, the Bylaws
provided that a vacancy in any Foundation Director position shall be filled by the Tustin
City Council.
Once the formation of the Foundation was established, a Memorandum of Understanding
was entered into by the City and the Foundation in January 1996. It outlined the
responsibilities of both entities with respect to staff support.
DISCUSSION:
As the Foundation continues to become active in community activities and events, a need
for the revision in the structure of the Board of Dkectors is necessary in order for the
Foundation to better meet the needs of the community. The President, Mr. Chuck
Puckett, and Executive Director, Mr. Bob Kiley, have indicated that as a result of recent
vacancies, new board members need to be recruited.
The Tustin Community Foundation would like to have the ability to select board
members of the Foundation directly. Within the existing set of Bylaws, the City has
purview over Board appointments.
The specific Bylaw changes being recommended include:
· Maintaining the number of Directors at 15, however, not requiting one of those board
members to be a member of the City Council
· That the Board of Directors be elected by their own Board of Directors, and not
elected by a 4/5 vote of the Tustin City Council.
That any vacancy in a Board of Director position does not have to be filled by the
Tustin City Council. Any vacancy would be filled under the direction of the current
Foundation Board members.
· That the Mayor receive a position on the Board of Directors as an ex-officio member.
The suggested amendments to the Bylaws are included in Appendix A oft he staff report.
Once the City Council has determined which, if any, of the amendments can be modified,
the Foundation would forward the minute action of the City Council to the Secretary of
State for amendment to the Articles of Incorporation and Bylaws.
Changes to the existing bylaws must also be reflected in the MOU. The Foundation has
provided a clear intent to develop a more autonomous direction in the development of
their programs. Based upon the prior relationship, the MOU clearly identified items
relating to meeting support and record keeping, providing significant staff assistance, and
providing financial reports quarterly in support of the Foundation. While City programs
benefit from the work of the Tustin Community Foundation, new terms of the MOU need
to be explored based upon the intent of the Foundation to move forward independently.
City Council is requested to direct staff to work closely with the Foundation in modifying
the MOU and return it to the Council for their review and approval. The MOU is
attached as Appendix B.
Respectfully submitted,
Director, Parks and Recreation Services
SC
c/mydocs/PS/CC/TCF Amendment
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RESOLUTION NO.'. ~9
~
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TUSTIN, CALIFORNIA, AMENDING THE BYLAWS OF THE
TUSTIN COMMUNITY FOUNDATION TO ADJUST THE
COMPOSTION AND SELECTION PROCEDURES OF THE BOARD
OF DIRECTORS.
WHEREAS, a regular meeting of the Board of Directors of the Tustin Community
Foundation, a non-profit public benefit corporation organized under the laws of the State of
California, was regularly and duly held on the 24a day of June, 1998, and;
WHEREAS, the Board of Directors of the Tustin Community Foundation has,
pursuant to its Articles of Incorporation and its bylaws, had fifteen (15) Directors, composed of
one (1) member of the City Council of the City of Tustin, and fourteen (14) members elected
by a four-fifths (4/5) vote of the City Council; and
WHEREAS, the Tustin Community Foundation is permitted by law to amend the
provisions of its bylaws insofar as to change the number of members and qualifications for
members of the Board of Directors; and
WHEREAS, at the regularly scheduled meeting of June 24, 1998, the Board of
Directors of the Tustin Community Foundation approved the adoption of Amendment No. 4, to
provide that the Board of Directors be comprised of fifteen (15) members selected by a
majority vote of the Tustin Community Foundation Board of Directors, and one (1) ex-officio
Director, which shall be the Mayor of the City of Tustin; and
WHEREAS, pursuant to Article X111 of the bylaws, this amendment is subject to
the approval of a majority of the membership of the City Council; and
NOW, THEREFORE, IT IS RESOLVED that Sections 1, 3, and 4 of Article V,
and Section 9 of Article VI of the bylaws of the Tustin Community Foundation be and the same
are hereby amended to read as follows:
Article V, Section 1. Number of Directors.
The number of Directors shall be fifteen (15), and one ex-officio Director,
which shall be the Mayor of the City of Tustin
Article V, Section 3. Selection and Terms of Office.
The Board of Directors shall be comprised of fifteen (15) members elected
by a majority vote of the Tustin'Community Foundation Board of Directors,
and one (1) ex-officio Director as defined in Section 1 of this Article.
Article V, Section 4. Vacancies
A vacancy in the ex-officio Director position because of removal, death,
resignation, expiration of term or otherwise, shall be filled by the succeeding
Mayor of the City of Tustin. A vacancy in any elected Director position
shall be filled by a majority vote of the Tustin Community Foundation Board
of Directors.
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Article VI,,. ztion 9. Resignation and Removai )ireCtors
Any Director may resign from the Board of Directors at any time by giving
written notice to the President or the Secretary-Treasurer. The acceptance of
such a resignation shall not be necessary to make it effective. Directors of
this Corporation may be removed at any time without cause by a majority
vote of the remaining Directors.
PASSED AND ADOPTED by the City Council of the City of Tustin at a regular meeting held
on the 7~ day of July, 1998.
Thomas R. Saltarelli
Mayor
Pamela Stoker
City Clerk
CITY OF TUSTIN
RESOLUTION CERTIFICATION
STATE OF CALIFORNIA )
COUNTY OF ORANGE )
CITY OF TUSTIN )
SS
RESOLUTION NO. 98-59
Pamela Stoker, City Clerk and ex-officio Clerk of the City Council of the City of Tustin, California, does hereby
certify that the whole number of the members of the City Council is five; that the above and foregoing resolution
was passed and adopted at a regular meeting of the City Council held on the 7~ day of July, 1998, by the following
vote:
COUNCILMEMBER AYES:
COUNCILMEMBER NOES:
COUNCILMEMBER ABSTAINED:
COUNCILMEMBER ABSENT:
Pamela Stoker, City Clerk
Appendix A
TUSTIN COMMUNITY FOIYNDATION
BYLAWS
AMENDMENT #4
Whereas, a regular meeting of the Board of Directors of the Tustin Community
Foundation, a non-profit public benefit corporation organized under the laws of the State
of California, was regularly and duly held on the day of ,1998; and
Whereas, the Board of Directors of the Tustin Community Foundation has, pursuant to its
Articles of Incorporation and its bylaws, had fifteen (15) Directors, composed of one (1)
member of the City Council of the City of Tustin, and fourteen (14) members elected by
a four-fifths (4/5) vote of the City Council; and
Whereas, the Tustin Community Foundation is permitted by law to amend the provisions
of its bylaws insofar as to change the number of members and qualification for members
!
oft he Board of Directors; and
Whereas, it was proposed at a regular meeting of the Board of Directors of the Tustin
Community Foundation that the bylaws be changed to provide that the Board of Directors
be comprised of fifteen (15) members, selected by a majority of the Tustin Community
Foundation Board of Directors, and one (1) ex-officio Director, which shall be the Mayor
of the City of Tustin; and
Whereas, there was discussion on such proposal and it was the determination of the
Directors that such Amendment would be in the best interest of the Tustin Community
Foundation;
Now, therefore, it is determined that Sections 1, 3, and 4 of Article V, and Section 9
of Article VI of the bylaws of the Tustin Community Foundation be and the same
are hereby amended to read as follows:
Article V, Section 1. Number of Directors.
~ b of Directo h 1l b fifte (15) ~ ~ ~ ..........................
e ~m er rs s a e eH , ~./ · .
~~, ~t ,~ ~..~ ~;~. ~ ..... ~( and one ~-officio Director, which shall be the
Mayor of the Ci~ of Tman
Article V, Section 3. Selection and Terms qf Office..
The Board of Directors shah be comprised of fifieen (15) members .~....,~., 59,
-~/ Cg ,h. ~'..~,;- r,;,., r, ..... ~ elected by a majority vote o£ the Tustin Community
Foundation Board of Directors, and one (1) ex-officio Director as defined in Section 1 of
this Article.
Article V,, Section 4. Vacancies
' r,;,., r, ..... ;t_......t.~. n;~.., ..... ;,;.'- ,~ vacancy in the ex-officio
A vacancy in a;vy ,~.v ..........................r ............ .-
Director position because of removal, death, reSignation, expiration of term or otherwiser
shall be filled by ........... .,_,..~ ........ r ..............gro:.':s:ons "a ................
the succeeding Ma) or of the Ci~_ of Tustin. A vacancy in any oth~ elected Director
~,,, ,, to... t,t+~.o ,'.~ /¢~ ,...+- ..t ,z.. v'..o+;, r'~,., r' .... ~t majority vote
filled ..a ............. ..~ ........ _
position shall be ~,,~ ~.a,.~., -au .... ~,~/ ....
of the Tustin Communi~. Foundation Board qf Directors.
Article VI, Section 9. Resignation and Removal of Directors
(Existing language.) Any Director may resign from the Board of Directors at any time by
giving written noa'ce to the President or the Secretary-Treasurer. The acceptance of such
a resignation shall not be necessary to make it effective. Directors of this Corporation
may be removed at any time without cause by a majority vote of the remaining Directors
t.~.. T,,,o+;,~ t'";~, t~ ..... 4l
APPROVED by the Tustin Community Foundation Board of Directors at a regular
meeting on June 24, 1998.
Chuck Puckett, President
Margarete Thompson, Secretary
Appendix B
MEMORANDUM OF UNDERSTANDING
BETWEEN THE CITY OF TUSTIN AND ~
TUSTIN COM~-ONITY FOUNDATION
This Memorandum of Understanding is made and entered into by and between the
CITY OF TUSTIN ("City") and the Tustin Community Foundation ("Foundation").
·
·
Ao
Bo
Co
Do
RECITALS
The City Council authorized the formation of a a~on-profit corporation to raise
funds for various community projects and services that benefit the community.
On July 7, 1993, the Tustin Community Foundation was incorporated.
The City Council and the Foundation Board of Directors wish to further the
cooperative efforts between them.
This Memorandum of Understanding defines the nature of the c.ooperative
effort.
NOW, THEREFORE, in consideration of these recitals and other considerations
herein set. forth, the City and the Foundation mutually agree to the following:
POINTS OF MUTUAL UNDERSTANDING
THE CITY WILL:
Ae
ITEMS RELATED TO MEETING SUPPORT AND RECORD KEEPING
o
Provide all archiving functions for the Tustin COmmunity Foundation
through the City Clerk's office.
.
Provide staff support to the Foundation. Staff will be assigned by the
Director of Community Services.
o
Assemble, post and mail meeting agendas and keep and transcribe
meeting minutes.
.
Prepare and process amendments to the Bylaws and Articles of
Incorporation of the Foundation.
.5.
File the required annual statement with the Internal Revenue Service
and the State Franchise Tax Board.
Page 2
2.
e
Maintain the official board member rotation schedule. Additionally, the
City, through the City Clerk's office, will advertise for Board
replacements.
o
Prepare all. official Board correspondence, except donor related or
solicitory materials.
8. Maintain mailing lists used by the FoundatiOn.
o
Provide officer and director insurance for the Foundation through the
City's insurance carrier.
10.
Be responsible for the purchase of Foundation approved donor gifts. The
gifts will be purchased from Foundation funds.
11.
Provide a quarterly detailed listing of pledges received by name, donor,
date and program.
ITEMS RELATED TO FINANCIAL MANAGEMENT
.
Provide the following financial reports quarterly, in a format acceptable
to the Foundation.
a. Balance Sheet
b. Revenue and Expense statements
Except for invoicing for pledges, provide accounts receivable and payable
services for donations and contributions authorized by the Foundation.
THE FOUNDATION WILL:
Ao
Provide an approved work plan that will be formulated into an Annual
Services Agreement between the City and the Foundation. This .should be
completed each December in order to be in place for the Foundation's annual
meeting in January.
Be
Report annually to the City Council on activities completed during the previous
year and goals/work plans for the sucCeeding year.
Ce
Be responsible for an annual, independent audit or financial review, as
specified in the Annual Services Agreement.
Page 3
n.
Be responsible for all solicitation, donor,-and tracking activities, which include,
but are not limited to the following:
1. Solicitation of contributions.
2. Monitoring and invoicing for pledge and payment 'records.
o
.
Preparation of donor acknowledgements.
Delivery of gifts to donors.
This Memorandum of Understanding is a continuing document; however, it may be
amended in writing by mutual consent of both parties. Either party may terminate
this memorandum, or a. ny part of it, for any reason, after giving the other party a six.
month prior written notice.
Dated
CITY OF TUSTIN
Dated
TUSTIN COMMUNITY FOUNDATION
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