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HomeMy WebLinkAboutOB 1 J.W. AIRPORT RPT 12-19-88DATE: DECENBER 19, 1988 TO: WILLIAM A. HUSTON, CITY MANAGER · FROH ' SUBtlE CT: COIqHUNITY DEVELOPHE#T DEPARTHENT STATUS REPORT: dOHg ~IAY'NE AIRPORT (~I~IA) NOISE MONITORING PROGRAH, COALITION FOR A RESPONSIBLE AIRPORT SOLUTION (CRAS), AIRPORT SITE COALITION (ASC) AND HELICOPTER OVER FLIGHT .PROGRAH TASK FORCE (HOPTF) RECOFglENDATION 1) Setect a representative to serve on the Board of Directors of the Coalltlon for a Responsible Airport Solution. 2) Receive and ftle. DISCUSSION OWA - The City's consultant, John Van Houten, will be visiting JWA offices on uT~sday, December 20th to: (1),review the raw data collected at the monitoring sites'and determine whether the monitoring program was adequate in terms of the quality of the data collected, (2) revlew the format of the data for input into the computers as well as the format of the output, to be sure that the data will be tn a form that wtll allow statistical analysts to be made and accurate conclusions to be drawn and (3) determine the potential content and format of the County's final report. Upon conclusion of his review, Mr. Van Houten wi11 prepare a report to the City on hts findings as well as any recommendatlons he deems appropriate. CRAS - At the regular meeting of December 5, 1988 the City Council agendized the ~election of one of it's members as a representative to stt on the Board of Directors of CRAS. At that meeting, the Council also requested clarifications of several items regarding financial 1lability, duratlon of term for Board members and frequency of meet. ings. Staff has obtatned the Bylaws for CRAS from City of [rvfne staff and has attached a copy for the Council's Information (see Attachment ! ). As a governmental agency, the City pays a $1,000.00 membership fee, which was authorized by the Counctl on October 3, 1988 (Resolution No. 88-108). The attached Bylaws do not state that members shall be held financially 11able/responsible In the event of legal action taken by or against CRAS; therefore, there would.be no financial obligation to the City in the event of any legal actions. Ci. ty Council Report JWA Noise Monitoring Program December 19, 1988 Page two The term of office for Board members is one year. Elections will be held at the up-coming annual meeting in February 1989. Board members appointed prior to that meeting will be eligible for re-election. Board meetings are held on the fourth Monday of each month at 6:00 p.m. in the Leisure World Administration Building. The December meeting will be held on the 19th due to the Holidays. ASC - There is no new information to report on at this time. The next regular m&eting will be held in the later part of January 1989. HOPTF - This is a task force recently formed by the City of Irvine consisting of ~sentatives of their City Council, Planning Commission, Public Safety Commission, residents and USMC to discuss relocation of several helicopter corridors that traverse the City of Irvine. Because of potential impacts on the City of Tustin, staff will be attending all Task Force meetings to represent the City's interests. Meetings will be held on the fourth Wednesday of each month at 5:30 p.m. at the City of Irvine. Attached to this report is some background information provided by City of Irvine staff (see Attachment II). Staff is presently drafting a letter to the Marine Corps requesting that they meet and discuss any potential corridor relocations with the City, prior to any decisions being made by them as they relate to the Task Force. Steve Rubtn Sent or P1 anner S R: CAS: ts Attachments: Attachments I and II Christine A. Shtnglel~eFn Director of Community Development Com munity DeveloPment Department RECEIVED · ' 1988 BYLAWS OF COALITION FOR A RESPONSIBLE AIRPORT SOLUTION A California Nonprofit Public Benefit Corporation ATTACHMENT I ARTICLE I ARTICLE II ARTICLE III Section Section Section Section Section Section Section .ARTICLE IV Section Section Section Section Section Section Section Section Section Section Section Section Section Section ARTICLE V TABLE OF CoNTeNTS NAME · I.e · · · · · e® ·~e ® · ··e · ® · e e e.· e e · · ® · · · e · · · MEMBERS i Classes of Members ......... .......... 1 2 Dues Structure .......... - ............. 2 3 Admission ............................. 2 4 Number of Members ..................... 2 5 Nonliability of Members ............... 2 6 Membership Book ....................... 2 7 Termination of Membership and Reinstatement ....................... MEETINGS OF MEMBERS ....................... Place 1 ................... 4 2 3 Regular Meetings · 4 4 Special Meetings ......... . .... 6 Contents of Notice ................... 5 7 Quorum .. ......................... ..... 5 8 Adjournment for Lack of Quorum ....... 5 9 Loss of Quorum ...... 6 11 Voting ........................ 6 13 Action by Written Consent .......... ' ' 7 14 Action by Written Ballot ......... .... 7 DIRECTORS ................................ 8 Section 1 ~ection 2 -Section 3 Section 4 Section 5 Section 6 Section 7 Section 8 Section 9 · Section 10 Section 11 Spction 12 S~tion '13 NUmber of Directors ............. 8 General Corporate Powers ~]...~ ..... ~ 8 Specific Powers ...................... 8 Qualifications ....................... 9 Term of Office ................... 9 Nomination by Members .: ...... : .... :.: 9 Close of Nominations ...... 9 Nominations From the ~&~ .:.::.:.:.: 9 Election ................. 9 Designati~ or Selection ~ Di~~] 10 Vacancies ................ 10 O .n ...: .......... :::.:.:::: Place of Meetings; Meetings by Telephone .......................... 11 PAGE -i- .Section Section Section Section Section Section Section Section Section Section ARTICLE VI. Section Section Section Section Section Section Section Section Section Section .Section ARTICLE VII Section Section Section Section Section ARTICLE VIII Section 'Section - Section Section Section Section -Section Section S~e'Ction S. ection PAGE 14 'Annual Meeting .......... 15 Other Regular. · Meetings · -- ~- · .... . 12 16 Agenda ........................... 12 17 'SDecial Meetings ............... ~..~]~ 12 Quorum 13 ............................. Notice ...................... 13 20 Adjournment .............. . ........... 14 21 Continuance .. ........................ 14 22 Fees and Compensation of ~ Directors-. .............. . .......... 15 23 Rights of Inspection 15 · OFFICERS ................................. 15 .... 15 .... 15 17 I Officers ......................... 2. Election 3 Subordina~ ..... Offi~ .............. 4 Removal and ResignatiOn':::::::::: 5 Vacancies ............... ii2::'ii' 6 Chairperson of the Board . . 7 Vice Chairpersons of the rd . 8 Secretary/Treasurer 9 Assistant Secretary/Treasurer 10 Remuneration of Officers ......... 11 Staff ........... . ................. COMMITTEES ............................... 19 Executive Committee ................... 19 Standing Committees .................. 20 Ad Hoc Committees .................. 21 Powers of Committe~ ...' . ........ 21 Meetings of Committees :::...:: .... :.. 21 INDEMNIFICATION OF OFFICERS, MEMBERS, AND OTHER AGENTS ......................... 21 '9 10 Definitions ............... . 21 Successful Defehse by Agen~iiii:::::. 22 Actions Brought by.Persons than the Coalition ......... 22 Action Brought by or ~ 4~2i~ of the Coalition ..... 22 Determination of Ag~:~ ~ ~i~ Li~ductatiOn~ ........................... 23 E~~ ................... 24 Advance of . ... 24 Contractual Rights O~ ~:~i~ ' and Non-officers ................... 24 Insurance ........... 24 · ..... Fiduciarie or rporat -ii- ARTICLE IX SectiOn Section Section ARTICLE X Section Section Section ARTICLE XI Section Section Section Section Section ARTICLE XII ARTICLE XIII ARTICLE XIV Benefit Plan . ....... . ........ . ..... PAGE 25- EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS '''''''''''''.'...... .... · ....... 25 ! Endorsement of Documents; Contracts .. 25 2 Funds ................................ 25 3 Gifts ... ............................. 25 o BYLAWS .~ .................... . ............. 26 1 Bylaws ............................... 26 2 Amendments ............... 26 w .......... 26 RECORDS AND REPORTS ...................... 26 Information Statement .............. 26 Annual Report to Directo~ and Members ~ ....................... ~']~ 27 Maintenanc of Corporate Records . . 27 Inspection of Records ............ 27 Report of Independent Accountants :::: 27 CONSTRUCTION AND DEFINITIONS ............. 27 PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS ........................ DISSOLUTION 28 28 -iii- % · . s · BYLAWS OF .COALITION FOR A RESPONSIBLE AIRPORT SOLUTION a Califo-rnia Nonprofit Publ_ic Benefit corporation ARTICLE I NAME The name of this organization shall'be COALITION FOR A RESPONSIBLE AIRPORT SOLUTION (the "Coalition"). ARTICLE II OBJECTIVE The Coalition is a group opposed to the joint or commercial use of Marine Corps Air Station, E1 Toro ("MCAS E1 Toro")'. The purpose of the Coalition is to act as a clearing house-for those opposing the commercial use of MCAS E1 Toro; to educate residents, business and other groups on the · significant adverse impact of the commercial use of MCAS E1 .Toro; to keep members of the coalition 'informed about the MCAS E1 Toro 'issue; to recruit new members; to assist in mobilizing the community in opposition to the commercial use of MCAS E1 Toro; and to work with other Orange County . organizations' to promote less adverse alternatives than the joint or commercial use' of'MCAS E1 Toro. " ARTICLE III MEMBERS Section 1. Classes of Members. There shall be four classes of Coalition members: homeowner's associations, business organizations, governmental bodies and individuals. Ail ~embers shall have equal voting rights. No person or entity shall hold more than one voting membership and no two or more persons or entities shall have an interest in a single membership. Ail homeowners association, business organization and. governmental body members shall designate one individual to represent and vote on behalf of the group at members' meetings. Each such individual shall be listed in the records of the corporation as the authorized representative of his or her group. 6/302/048170-0286/001 9/9/88 Section 2. Dues Structure. Ail members shall pay dues pursuant to terms, conditions and 'procedures to be adopted by the Board of Directors. Section 3. · Admission. Homeowners' associations, business organizations, and governmental 'bodies shall be admitted to membership upon payment of dues. Individuals shall be admitted to membership upon submission to the Board of a completed application' form and .payment of dues. Section 4. Number of Members. There is no limit on the number of members the Coalition may admit. Section 5. Nonliabilit¥ of Members. No member of this Coalition shall be personally liable for the debts, liabilities, or obligations of the Coalition. Section 6. Membership Book. (a) At its principle office, the' Coalition shall keep a membership book containing the names and addresses of each member. Termination of the membership of any member shall be recorded, together with the date on which said membership ceased. (b) Any member may do either or both of the following, 'if for a purpose reasonably related to such person's interest as a member: (i) 'Inspect and copy the record of all the members' names, addresses and voting rights, during regular business hours, upon five (5) business days' prior written demand upon the corporation, which demand shall state the purpose for which the inspection rights are requested; or (ii) Obtain 'from the Secretary/Treasurer of the corporation, upon written demand and tender 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 it'has been complied or as of a 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 later of ten (10) business days after the demand is received or after the date specified therein as the date as of which the list is to be complied. -2- (c) Without consent of the Board of Directors a membership list or any part thereof may not be used..~by any person for any purpose not ~easOnably related to a member's interest as a member. Without limiting- .the generality of the foregoing, without the consent' of the Board a membership list or any part thereof may not be: (i) Used to solicit money or property unless such money or property .will be used solely to solicit the vote of the members, in an election to be held by their corporation; (ii) Used for any purpose which the user does not reasonably and in good faith believe will benefit the corporation; ( iii ) Used for any commercial purpose or purpose in competition with the corporation; (iv) Sold to or purchased by any person. .$.ection 7. Termination of ~embership and Reinstatement. (a) The membership of any member of the Coalition · shall automatically terminate upon personal delivery of · the member's written request for such termination to the Chairperson. or Secretary/Treasurer of the Coalition or upon deposit of such written request in the United States mail. (b)' The membership of any member who fails to pay dues when they become due and within sixty (60) 'days thereafter shall automatically terminate at the.end of such sixty (60) day period, provided that fair and reasonable procedures were followed in effecting such termination. Such fair and reasonable procedures shall provide for written notice delivered to the member personally or by United States mail within ten (10) days .before the due date that such dues were due and payable. In the event that such written notice is not given as 'herein required, then such membership shall automatically terminate for nonpayment of dues only if they are not fully paid within sixty (60) days after such written notice is eventually given and delivered to the member in person or deposited in the United States mail, postage prepaid, and sent to the member at the member's address as it appears on the books of the 'Coalition. :.. (c) Ail rights of a member in the Coalition or in its property shall cease upon termination of membership -3- (d) Membership of any member whose membership, is terminated as provided in this.section may be reinstated on such terms as- the Board of Directors deems appropriate'by filing a written request therefor with the Chairperson or Secretary/Treasurer of the Board of Directors. ARTICLE MEETINGS OF MEMBERS Section 1. Place. Meetings 6f members shall be held at such place or places as may be designated from time to time by the Board of Directors. ~ection 2. Annual Meetinqs. Annual meetings shall be held on the date and at the time and place designated by the Board of Directors. At such annual meeting, new directors shall be elected, reports of the affairs of the Coalition shall be reviewed, and any other business .may be transacted which is within the powers of the members, subject to the limitation set forth in Section 7 of this Article IV. If the- election of directors shall not be held at such annual .meeting or at the adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of members called and held for that purpose as soon thereafter as is convenient. Notice of said annual meetings shall be given to all members. Section 3. Requtar Meetinqs. In addition to the annual meeting, regular meetings shall be held at such time as shall from time to time be fixed by the Board of Directors. Notice of said regular meetings shall be given to all members. Section 4. Special Meetings. Special meetings of members may be called by the Board of Directors or the Chairperson, and held at such times and places as may be ordered by resolution of the Board, of Directors. Additionally, members comp£iBing five (5) percent or more of the ~oting power of the Coalition may request that a special meeting be called. The request shall be submitted by such members in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or' sent by registered mail or by telegraphic or other facsimile transmission to .the Board of Directors or Chairperson of the Coalition. The Secretary/Treasurer shall cause notice to be promptly given to the members entitled to vote, that a meeting will be held and the date for such meetiBg, which dare-shall be not less than' thirty-five (35) nor m6re than ninety (90) days following the receipt of the · -4- request. If the notice is not given withih twenty (20) days after receipt of the request, the .persons requesting the meeting may .give not~ce. .. Section 5. Notice of Meetings. (a) Written or printed notice of the annual · meeting and.'every special and regular meeting shall be delivered personally ~to each member entitled to vote or sent by mail, postage prepaid, or by telegram, not less than twenty (20) nor more than ninety (90) days before the date of the meeting. If sent by mail or telegram, the notice shall be addressed to the member at the m~mber's address as shown on the books of the Coalition and shall be deemed given at the time it is deposited in the mail or delivered to the telegraph company. The notice shall be given by the Secretary/Treasurer of the Coalition. (b) An affidavit of the mailing or other means of giving notice to members of any members' meeting shall be executed by the Secretary/Treasurer and a copy thereof shall be lib..ed in the minute book of the Coalition. · Section 6. Contents of Notice. Notice of all meetings of members shall specify the place, date, and time of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted, and that no other business may be transacted, or (2) in the case of the regular meeting, those matters-which the Board of Directors, at the time the notice is given, intends to presen'~ for action by the members, but that any proper matter may be presented at the meeting for such action. The notice of any meeting at which members of the Board of Directors are to be elected shall include the names of all those who are nominees at the time the notice is given to members. ~ection 7. Quorum. A quorum .shall consist of the ~umber of members present in person at any given meeting who are entitled to vote thereat. However, if the number of such members in attendance represents less than 33-1/3% of the Corporation's total voting power, then only matters that were specified in the notice of meeting may be acted upon at that meeting. Section 8. Adjournment for Lack of Quorum. In the absence of a quorum, any meeting of the members may be adjourned from time to time by the vote of a majority of the member...s..present, but no other business shall be transacted. -5- Section 9. Loss of Quorum. The members present at a d~ly c~lled or held meeting at which.a quorum is present may .continue to do business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum. Section 10. Notice of Adjourned Meeting. When a members' meeting is adjourned to another time or place, notice need not be given of the adjourned meetingjif the"time and place thereof are announced at the meeting at which the adjournment is taken. No meeting may. be adjourned for more than forty-five (45) days. At the adjourned meeting the members may transact, any business which might have been transacted at the original meeting. If after the adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. Section 11. Voting. (a) Members Entitled to Vote. Each member on the · books of the Coalition who, as of the record date, is not i~ arrears in the payment'of his, her or its dues, shall be entitled to one vote on each matter 'submitted to a vbte of the members. Voting at duly held meetings shall be by voice vote, except as otherwise expressly provided in these Bylaws. (b) Record Date. For the purposes of determining which members are entitled to receive notice of any meeting, to vote, or to give .consent to corporate action without a meeting, the Board of Directors shall fix, in advance, a "record date," which shall not be more than sixty (60) nor fewer than ten (10) days before the date of any such meeting, nor more than sixty (60) days .before the date of any such action without a meeting. Only members of record on the date so fixed are entitled ' to notice, to vote, or to give consents, as the case may be, notwithstanding any transfer of any membership on the books of the Coalition after the record date. (c) Cumulative Votinq. Cumulative voting for the election of directors or otherwise shall not be authorized. Elections shall be decided by majority vote 'of a quorum of the members entitled to vote. ._ (d) Proxies. No member shall be entitled to vote b'y proxY. ' -6- Section 12. Conduct of Meetings. Meetings of members shall be presided over by the Chairperson of the Coalition or, in his or her absence, by a Vice Chairperson chosen by the Board .of .Directors.". The Secretary/Treasurer of the Coalition shall act as secretary of all meetings 6f members. In the Sec'retary/Treasurer's.' absence, the members shall appoint another person to act as secretary-6f the meeting. Section 13. Action 'by Written Consent. Any action required or permitted to be taken by the members may be taken without a meeting, if all members shall individually or collectively consent in writing to the action. The Written consent or consents shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same force and effect as the unanimous vote of the members. Section 14. Action by Written Ballot. (a) Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the Board of Directors distributes a written ballot to every member entitled to vote-on the matter. Such ballot shall set forth the. proposed action, provide .an opportunity to specify approval or disapproval of any · proposal, and provide a reasonable time within which to return the ballot to the Board of Directors. (b) Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot' within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. (c) Ballots shall be solicited in a manner 'consistent with the requirements of Sections 4 through '11 of this Article IV. Ail such solicitations shall indicate the number of responses needed to meet the quorum requirement and, with respect to ballots other than for the election of directors, shall state the percentage of approvals necessary to pass the measure submitted. The solicitation must specify the time by which the ballot must be received in order to be 'counted. -7- (d) Unless otherwise provided by the Articles of Incorporation, or these Bylaws, or by resolution of the Board of Directors or the members, directors may be elected by written ballot pursuant to the procedure set forth in this section. ARTICLE V DIRECTORS Section 1. N_umber of Dfrectors. The Coalition shall have no less than seven (7) nor more than nine (9) directors, . all of whom shall be members of the Coalition. The number of initial directors shall be seven (7). Thereafter, the exact number of'directors to be elected at each annual meeting of members shall be fixed by resolution of the Board prior to such meeting. This section may be changed only by action of the members taken in accordance with Sections 4 through 14 of Article IV of these Bylaws. Section 2.' General Corporate Powers. Subject to the provisions of the California. ,Nonprofit Public Benefit Corporation Law and limitations in the Articles and these Bylaws, the activities and affairs of the Coalition shall be conducted, and all Coalition powers shall be exercised, by or under the direction of the Board of DirectorS. Section 3. Specific Powers. Without prejudice to such general powers, but subject to the same limitations, the Board shall have the following powers in addition to the other powers enumerated in these Bylaws: (a) To select, and remove all officers, agents and employees of the Coalition; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation, and with these Bylaws; and fix their compensation;. (b) To change the principal execu-tive office .or 'the principal business office in the State of California from one location to another; cause the Coalition to be qualified to do business in any other state, territory, dependency, or country and conduct business within or outside the State of California; and designate any.place within or outside the State of California for the holding of any members' meeting or meetings, including 'annual meetings; .~. (c) To adopt, make, and use a corporate seal; pXescribe the forms Of membership certificates, if any; ~nd alter the form of the seal and certificate; -8- (d) To require that special meetings of members be called by the Secretary/Treasurer whenever demanded by the required number of members as provided in these.. Bylaws. · . · Section 4. Qualifications'. Any member of the Coalition who is a resident of the County of Orange and over the age of eighteen (18) is eligible to be elected as a director.' Section 5. Term of Offi6~. T~e initial members of the Board .of Directors shall be elected by the Incorporator and shall serve until their successors are duly elected and qUalified. Thereafter, members of the Board of Directors shall be elected for a term of one (1) year. Each director shall hold office until his or her successor is elected and qualified. Directors shall be eligible for reelection without limitation on the number of terms that they may serve, provided that they .continue to meet the qualifications required by these Bylaws. $.ection 6. ~.omination by Members. Members may nominate candidates for directorships at.any time between thirty (30) and sixty (60) days preceding the annual meeting of the Board. The nominations must be submitted to the Board of Directors in writing, with the written consent by the nominee to serve, not less than 30. days prior to the annual meeting. The Secretary/Treasurer shall cause the names of the candidates to be submitted for vote at the ensuing election to be mailed to all members in accordance with the notice as required in Article IV, Sections 5 and 6. -'Section 7. Close of Nominations. Nominations of candidates to serve on the Board of Directors will close thirty (30) days before the-day on which directors are to be elected. No.nominations of candidates to serve on the Board can be made after the date set for the close of nominations, except that nominations may be made from the floor as provided in Section 8 of this Article V. .... Section.8. Nominations From the Floor. Nominations for director may be made from the floor at the annual meeting by any member present and qualified to vote. Background information on the potential nominee and his or her written consent to serve shall be made available to all members present at the meeting by the member placing the name in nomination. Said nominee must have been either an individual member or a designated representative of a group member for at least the preceding.ninety (90) days. Section. 9. E.!ection. Directors shall be elected by majorfty vote of those members present at the annual meeting or a~- otherwise herein specified, and the candidates -9- receiving the highest number of votes up to the number of directors to be elected are, as provided in these Bylaws, elected. In t.~e event that -the minimum number of directors that may be elected in accordance wi~h these Bylaws are not elected at the'annual meeting, additional'directors up to the number designated by the Board for election may' be appointed by a majority vote of the then present Board of Directors. The Chairperson of the annual meeting shall chair the first regular meeting of the Board of Directors until such time as a Chairperson of the Board is elected. Section 10. Des~qnation or Selection of Directors. The Board of Directors or an authorized committee thereof may designate or select up to one-third (1/3) of the directors authorized in these Bylaws. Each director designated or selected by the Board or committee shall hold office for one (1) year, or until his or her successor is .designated or selected and installed into office. Section 11. Vacancies. (a) Vacancies. Vacancies in the Board of Directors shall exist: (i) at the resignation, death or removal of any director; (ii) whenever the number of ·directors authorized is increased; and (iii) on the · failure to elect or appoint a full number of directors authorized. (b) Mandatory Vacancies. The Board of Directors must declare vacant the office of a director when (i) he or she is declared of unsound mind by a final order of court or convicted of a felony; (ii) he or she has been found by final order or judgment of a court to have breached any standards of conduct as set forth in California Corporations Code Section 5230 et se__9_q.; or (iii) if within sixty (60) days after his or her notice of election, he or~ she ~does not accept the office in writing or by attending a meeting of the Board of Directors. (c) Fillinq Vacancies. Vacancies caused by resignation, death, disability or removal of a director, or directors, or by an amendment to the number of directors authorized, may be filled by a majority of the remaining directors though less than a quorum or by a sole remaining director. No director may resign when the corporation would then be left without a duly -elected director or directors in charge of its affairs. -10- (d) Resignation. If the Board of Directors accepts the resignation of a director intended to. take effect at a later time~ the Board may appoint a successor to take office when the resignation becomes effective. (e) Unexpired -Te'rm. A person appointed director to fill a vacancy as in this section provided shall 'hold office for the unexpired term .of his or her predecessor or until his or her removal or resignation as provided in these bylaws. (f) Reduction in Authorized Direct°~s' A reduction of the authorized number of directors does not remove any director prior to the expiration of his or her term of office. (g) Restriction on Interested Directors. Not-more than forty-nine percent (49%) of the persons serving on the'Board of Direc¢ors at ~any time may be interested persons. An interested person is (i) any person being compensated by the corporation for services 'rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, .or otherwise, excluding any reasonable compensation paid · to a di-rector as director; and (ii) any brother, sister, ancestor, descendant, spouse, brother-in-law, mother- in-law, or father-in-law Of any such person. However, any violation of the provisions of this subsection shall not affect the validity or enforceability of any transaction_ . entered into by the corporation. Section 12. Open Meetinqs. Ail meetings of the Board of Directors shall be open'and public, and all persons Shall be permitted to attend any meeting of the Board of Directors, except as otherwise provided by Government Code Sections 54950 et seq. (the "Brown Act"). · Section 13. Place of Meetings. Regular meetings of the Board of Directors may be held at any 'place within the State of California that has been designated by resolution of the Board. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the Board shall be held at any place within the State of California that has been designated in the notice of the meeting. -Section 14. Annual Meeting. The Board of Directors shall hold an annual meeting for the purpose of organization, .elect~on of officers, and the transaction of other business. AnnuaI'>meetings of the Board shall be held within three (3) month~'°after the end of each fiscal year at a location · -11- designated by the Board of Directors. The annual meeti.~g may be held on the same dat~ and at the same location as the annual meeting of members. -. Section 15. Other Regular Meetinqs. Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fi~ed by the Board of Directors. Such regular meetings may be held without notice to the members of the Board. Section 16. Agenda. (a) postinq of Aqenda. At least 72 hours before each annual or regular meeting, an officer designated by the Board of Directors shall post an agenda containing a brief general description of each item of business to be transacted or discussed at the meeting. The agendas shall specify the time and location of the meeting and shall be posted in a location that is freely accessible to members of the public. Except as otherwise provided in California Government Code Section 54954.2, no action shall be taken at the meeting on any item not appearing on the posted agenda. (b) ~ublic Address. Every agenda ~or annual and .regular meetings shall provide an' opportunity for members of the public to directly address the Board of Directors on items of interest to the public that are within the subject matter jurisdiction of the Board of Directors; provided that no action shall be taken on any. item not appearing on the agenda unless the action is otherwise authorized by subdivision (b) of Section 54954.2(b) of the California Government Code." The Board of Directors may adopt reasonable regulations to ensure that the intent of this subsection is carried out, including, but not limited to, regulations limiting the total amount of time allocated for public testimony on particular issues and for each individual speaker. 'Section 17. Special Meetings. · (a) Authority to Call. Special meetings of the Board of Directors for any purpose may be called at any time by the Chairperson of the Board or, in his or her absence, by the presiding Vice Chairperson, or by a majority of the Board of Directors. (b) Notice. (i) Manner of Giving. Notice of the time and place of special meetings shall be given to each director by one of the following methods: (a) by -12- personal delivery of written notice; or (b) by first-class mail, postage paid, either directly to the director or to a person at the director's office who the-person giving the notice has reason to believe will promptly communicate-it to the receiver. Notice of special meetings shall also be given to each local newspaper of general -circulation, and to each radio or television station requesting notice.in writing. _. (.ii) T....ime Requirements. Ail notices shall be received at least 24 hours before the time of the meeting as _specified in the notice. (iii) Notice Contents. The notice shall state the time and place for the meeting and the business to be transacted. No other business shall be considered at such meeting. (iv) Postinq of Notice. The notice and call of all special meetings shall be posted at least 24 hours prior to the meeting in a location, to be determined by resolution of the Board of Directors, that is freely accessible to members of the public. .Section 18. Ouorum. 'A majority of the authorized number -of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 20 of this Article V. In determining the presence of a quorum~ all directors present shall be counted. 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 shall be regarded as the act of the Board of Directors, subject to the provision-s of the California Nonprofit Corporation Law, including, .without limitation, those provisions relating to (i) approval of contracts or transactions in which a direczor has a direct or indirect material financial interest, (ii) appointment of committees, and (iii) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. Section 19. Waiver of Notice. The transactions of any meeting of the Board of Directors shall be as valid &s though taken at a meeting duly held after regular call and notice, if either at or before the meeting, each of the directors not present signs a written waiver of notice and files such notice with the Secretary/Treasurer of the Coalition. Such waiver~:may be given by telegram. All waivers shall be filed with ~he corporate records or made a part of the minutes of -13- the meeting. Notice of a meeting' shall also be deemed given to any director who attends the meeting without protesting before or at its commencement about the lack of adequate notice. Section 20. Adjournment. (a) Adjournment. A majority of the directors present, whether or. not constituting a quorum, may adjourn any meeting to another time and place specified in the order of adjournment. The Secretary/Treasurer may adjourn the meeting if all members of the Board are absent. (b) Notice Qf Adjournment. Unless all Board members are absent from the meeting at which the adjournment is taken, notice of the time and place of holding an adjourned meeting need not be given to the directors, provided that the meeting is not adjourned for more than twenty-four (24) hours. If the meeting is adjourned for more than 24 hours, personal notice of the time and place of the adjourned meeting shall be given to the directors who were not present at the time of the adjournment. If all members of the Board are absent from the meeting at which the adjournment is taken, the Secretary/Treasurer of the Coaliation shall cause a written notice of the adjournment to be given in the same manner as provided in Section 17 of this Article V for special meetings, unless such notice is waived as provided for in Section 19 of this Article V. When a regular or adjourned regular meeting is adjourned as provided in this Section, the resulting adjourned regular meeting is a regular meeting for all purposes. When .an order of adjournment of any meeting fails to .state the hour at which the adjourned meeting is to be held, it shall be held at the hour specified for regular meetings by resolution of the Board of Directors. - (c) Postinq of Notice of Adjournment. A copy of the order of notice of adjournment shall be conspicuously posted on or near the door of the place where the regular, adjourned regular, special or adjourned special meeting was held within 24 hours after · the time of the adjournment. 'Section 21. continuance. Any hearing being held, or- noticed or ordered to be held, by the Board of Directors at any ~meeting may by order or notice of continuance be continued or recontinued to any subsequent meeting of the Board'..-in the same manner and to the same extent as set forth -14- in Section 20 of this Article V for the adjournment of meetings; provided, that if the hearing -is continued to a time less than 24 hours after the time specified in the order or notice of hearing, a copy of the order or notice of continuance of hearing shall be posted immediately following the hearing at which the order or declaration of continuance was adopted or made. Section 22.. Fees ~and Compensation of Directors. Directors and members of committees shall serve without compensation, but may receive such reimbursement for expenses as may be fixed or determined by the Board. Section 23. Rights of Inspection. 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 Coalition of which such person is a director. ARTICLE VI OFFICERS Section 1. ~. The officers of the Coalition · shall' be a Chairperson of the Board, two Vice Chairpersons a Secretary/Treasurer and an Assistant Secretary/Treasurer and, at the discretion of the Board, such other officers as may be elected or appointed in accordance with the provisions of these Bylaws. Ail officers, except the Assistant. Secretary/Treasurer shall be members of the Board of Directors. Any number of offices may be held by the same person except as provided in the Articles or in these Bylaws and except that the Secretary/Treasurer may not serve concurrently as the Chairperson. Section 2. Election. The officers of the CoalitiOn, except such officers as may be elected or appointed in accordance with the provisions of Section. 3 or Section 5 of this-Article VI, shall be chosen pursuant to the procedures set -forth in this section. At the first regular members' meeting following the annual meeting at which directors are elected, candidates for officer positions shall be nominated by the members entitled to vote and/or by the directors. Such nominations shall be made from the floor pursuant to the provisions of Article V, Section 8. The Board shall elect the officers from those persons nominated. The officers shall serve at the pleasure of the Board and shall hold their respective offices until their resignation, removal, or other disqualification from service, or until their respective succeM.~ors shall be elected. -15- Section 3. Subordinate Officers. The Board may elect, and may empower the Chairperson to appoint, such other officers as the business of the Coalition may. require, each of whom shall hold offi'ce for such period, have such authority and perform such duties as are provided in'these Bylaws or as the Board may from time to time determine. SectiQn 4. Removal and Resiqnation. Any officer may be removed with cause, as determined 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 his or her office as herein required. Any officer may resign at any time by giving written notice to the Chairperson or the Secretary/Treasurer of the Coalition, but without prejudice to the rights, if any, of the Coalition under any contract to which the officer, is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 5. ~acancies. Any vacancy caused by the death, resignation, removal, disqualification, or otherwise of any officer, shall be filled by the Board of Directors for the unexpired portion of that term. In the event of a vacancy in any office other than that of Chairperson, such vacancy may be filled temporarily by appointment by the Chairperson until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine. Section 6. Chairperson of the Board. The Chairperson of the Board shall preside at all meetings of the Board, and exercise and perform such other powers and duties as may be from time to time assigned to him or her by the 'Board or prescribed by these Bylaws. The Chairperson of the Board shall be the chief executive of the Coalition and has, subject to the control of the Board, general supervision, direction and control of the business and officers of the Coalition and shall perform such other duties as may be from time to time assigned by the Board. The Chairperson of the Board shall be an ex officio (nonvoting) member of all executive, standing and ad hoc committees. Section 7. Vice Chairpersons of the Board. It shall be the duty of the Vice Chairpersons to preside at the meetings of the Board in absence of the Chairperson, in order of their rank as fixed by the Board or, if not ranked, the Vice ChairD~rson designated by the Board. The Vice Chairpersons shall:~e the day to day managers of the Coalition subject to -16- the control and direction of the Chairperson and the Board. In the absence or the disability of. the Chairperson, the Vice Chairpersons, in order of their ~ank as fixed by the Board or, if not ranked, the Vice Chairperson designated by the Board, shall perform all the duties of the Chairperson and, when so acting, shall have all the powers of and be subject to-all the restrictions upon, the Chairperson. The Vice Chairpersons shall have such other powers and perform such other duties as set forth in these Bylaws and, as from time to time prescribed for them respectively by the Board. Section 8. Secretary/Treasurer. Treasurer of the Coalition shall: The Secretary/ · (a) Certify and keep at the principal office of the Coalition the original or a copy of these Bylaws as amended or otherwise altered to date; (b) Keep at the principal office of the Coalition, or at such other place as the Board of Directors may order, a book of minutes of all the meetings of the directors, members and committee recording therein the time and place of holding, whether regular or special, and, if special, how authorized, notice thereof given, the names of those present at the meeting of directors, 'and the proceedings thereof. Copies of the minutes of all meetings of the Board of Directors and the executive committee shall, be mailed to the appropriate directors and officers of the Coalition a minimum of ten (10) days prior to the next duly called meeting of the respective bodies; (c) See 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 of the Coalition and keep the seal of the Coalition in safe custody; ... ( e ) Exhibit at all reasonable times to any . director of the Coalition or to the director's agent or attorney on request therefor the Bylaws and the minutes of the proceedings of the directors and of the members of the Coalition; and (f) Have charge and custody of, and be responsible for all funds and securities of the Coalition, and ..deposit all such funds in the name of the Coalition at such banks, trust cqmpanies or other depositories as shall be selected by the Board of Directors; (g) Receive and give receipt for monie~ due .and payable to the Coalition from any source whatever; .. · . (h) Disburse or .ca6se to be disbursed the funds of the Coalition as may be directed by the Board of Directors taking proper vouchers for such disbursements; (i) Keep and maintain an adequate and. correct account 'of the Coalition's properties and business transactions, including accounts of its assets, liabili- ties, receipts, disbursements, gains and losses; (j) Exhibit at all reasonable times the books of account and financial records to the directors of the Coalition or to the directors' agents or attorneys on request therefor; (k) Render to the Board of Directors whenever they request it an account of any or all transactions of the Secretary/Treasurer and of the financial condition of the Coalition; (1) Prepare or cause to be prepared the financial statements to be included in the annual report. These ..financial statements shall be audited by an independent certified public 'accountant appointed by the Board of Directors, who shall render an opinion in conformance with generally accepted auditing standards; and (m) In general, perform all duties incident to the offices of Secretary and Treasurer and such other duties as may be required by law, by the Articles of Incorporation of this Coalition, or by these Bylaws which may be assigned to the Secretary/Treasurer from time to time by the Board of Directors. Section 9. Assistant Secretary/Treasurer. The Assistant Secretary/Treasurer shall, in ,the. absence of the Secretary/Treasurer, or in the event of the Secretary/ Treasurer's inability or refusal to act, perform all the duties of the Secretary/Treasure~ and, when so acting, shall have all the powers of and be subject to all the restrictions on the Secretary/Treasurer. The Assistant Secretary/ Treasurer shall perform all such other duties as from time to time may be assigned by the Board of Directors or by the Secretary/Treasurer. In addition, the Assistant Secretary/ Treasurer may appoint any other officers necessary to assist the Assistant Secretary/Treasurer in carrying out the duties assigned to him or her. -18- Section 10. Remuneration of Officers. Officers of this Coalition .~hall' serve without com. pensation, but may receive such reimbursement for expenses 'as may be fixed or determined by the Board. Section 11. staff. The Board may employ and the officers may delegate such functions as they deem appropriate' to' a staff of. assistants who need not be members 'of the Coalitioh. ARTICLE VII COMMITTEES Section .1. Executive Committee. The Board may authorize one or more executiv~ committees, each consisting of two or more directors, and may provide that a specified officer or officers who are also directors of the Coalition shall be a member or members of such committee or committees. However, any executive committee must be created, and the members thereof appointed, by resolution adopted by a majority of the directors then in office, provided a quorum is present, and any such committee may be designated by such name as the Board shall specify. The Chairperson of the 'Board shall be an ex officio member of all such committees. The Board may appoint alternate members of any committee who' may replace any absent member at any meeting of -the committee. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any. such prescription, such committee shall have the power to prescribe the manner in which ..its proceedings shall be conducted. The regular and special meetings and other actions of any such committee shall be governed by the provisions of Article V applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee, and shall be promptly distributed to the directo£s. The Board may delegate to such committees-any of the authority of the Board except with respa'ct 'tO:. (a) The approval of any action for which the California Nonprofit Public Benefit Corporation Law also requires approval of the members or approval of a majority of all members (such limitation of committee action shall apply whether or not the Coalition has members); (b) The filling of vacancies on the Board or in a. ny executive committee; -19- (c) Fixing of compensation of the directors for serving on the Board ~r on any executive committee; (d) The amendment or 'repeal of Bylaws or the adoption of new Bylaws; (e) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable; (f) The appointment of other executive committees Of the Board or the members thereof; (g) Except to the extent provided by Section 5233 of the California Nonprofit Public Benefit Corporation Law, the approval of any self-dealing transaction, as such transactions are defined in said. section. · Section 2. Standing Commi trees. Ail Coalition directors and members are eligible to serve on a standing committee. The Chairperson of the Board shall be an ex officio member of all standing committees. The corporation shall have the following standing committees: (a) Membership Committee. Ther~ shall be a .'membership committee which shall be responsible for identifying and soliciting new Coalition members. (b) Speakers Bureau. There shall be a speakers bureau which shall be responsible for arranging presentations before interested groups on the airport issue and the Coalition activities. (c) Newsletter Committe~. There shall be a newsletter committee which shall be responsible for compiling and editing a periodical newsletter, under the direction of an editor. The publication shall be mailed to all Coalition members and inte~'ested parties, and may consist of updates on airport studies, pertinent 'legislation, and recent and upcoming coalition -activities. (d) Fund Raising Committee. There shall be a fund raising committee which shall investigate avenues of financial support other than membership dues. This activity may include the 'formation of a "blue ribbon committee" of high-profile business and community .leaders to solicit corporate and other support for the Coalition's activities. -20- Section 3'. Ad Hoc Committees. In addition to the standing committees, the Board of Directors may, in its discretion, establish such other advisory committees ("ad hoc committees") as the Board deems fitting Or proper'to effectuate the objectives and purposes, of this corporation. The Chairperson of the Board shall be an ex officio member 'of all such committees. . Section 4. Powers of Committees. Ail standing and ad hoc committees shall exercise only that authority given to them by resolution of the. Board of Directors. However, regardless of Board resolution, no 'standing or ad hoc committee may exercise any of the authority set forth in Section l(a)-(g) of this Article VII. Section 5. ~eetings of committees. Except as otherwise provided by the Brown Act, all meetings of committees shall be noticed and conducted pursuant to the provisions of Article V of these Byl-aws. Meetings of those committees not subject to the Brown Act shall be noticed and conducted pursuant to the California Nonprofit Public Benefit Corporation Law. ARTICLE VIII INDEMNIFICATION OF OFFICERS, .MEMBERS, AND OTHER AGENTS .S. ection 1. Definitions. Article: For the purpose of ~his (a) "Agent" means 'any person who is or was a director, officer, employee., or other agent of this Coalition, or is or was serving at the request of this Coalition as a director,, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or' was an officer, employee, or agent of'a foreign~ or domestic -corporation that was 'a predecessor corporation of this -Coalition or of another enterprise at the request of the predecessor corporation; (b) "Proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and (c) "Expenses" includes, without limitation, all attorneys' fees, costs, and any other expenses incurred in the defense of any claims or pYoceedings against an ~gent by reason of his position or relationship as agent · -21- and all attorneys' fees, costs, and other expenses incurred in establishing a right to indemnification under this Article. · . Section 2. Successful Defense by Ag6nt. To the extent that an agent of this Coalition has been successful on the merits in the defense of any proceeding referred to in this Article, or in the defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection with the claim. If an agent either settles any such claim or sustains a judgment rendered against him,'t, hen the provisions of Sections 3 through 5 shall determine whether the agent is entitled to indemnification. Section 5. Actions Brought .by Persons Other than thc ~oalition. Subject to the required findings to be made pursuant to Section 5, below, this Coalition shall indemnify any person who was or is a party, or is threatened to be made a party,, to any proceeding other than an action brought by, or on behalf of, this Coalition, or by an officer, Board member or person granted relator status by the Attorney General, or by the. Attorney General on the ground that the defendant Board member was .or is engaging in self-dealing within the meaning of California Nonprofit Public Benefit 'Corporation Law Section 5233, or by the Attorney General or a person granted relator sfatus by the Attorney General for any breach of duty relating to assets held in charitable trust, by reason of the fact that such person is or was an agent of this Coalition, for all expenses, judgments, fines, settle- ments, and other amounts actually and reasonably incurred in .connection with the proceeding. Section 4. Action Brought by or on Behalf of the Coalition. (a) If' any agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of this Coalition, without court approval or approval of -the Attorney General, the agent shall receive, no · .indemnification for either amounts paid pursuant to the terms of the settlement or other disposition or for any expenses incurred in defending against the proceeding. (b) This Coalition shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action brought by .or on behalf of this Coalition or brought under California Nonprofit Public Benefit. Corporation Law Section 5233 or brought by the Attorney General or a ~erson granted relator status by the Attorney General (pr a ~reach of duty relating to assets in charitable -22- trust, by reason of the fact that the person is or was an agent of this Coalition, for all expenses actually and reasonably incusred.in connection with the defense · of that action, provided that bo~h of the'fOllowing are .met: (1) The determination of good faith conduct required by Section .5, below, must be made in the manner provided for in that Section; and (2) Where the agent has actually been adjudged liable to 'the Coalition, the court in which the action was brought must, upon applica- tion, determine that, in view of all of the circumstances of the case, the agent should be entitled to indemnity for the expenses., incurred. If the agent is found to be so entitled, the court shall determine the appropriate amount of expenses to be reimbursed. .Section 5. Determination of Aqent's Good Faith Conduct. The indemnification granted to an agent in Sections 3 and 4 above is conditioned on the following: (a) The agent seeking reimbursement must be found, in the manner, provided below, that he acted in good faith, in a manner he believed to be in the best inte.r- est of this Coalition, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use in similar circumstances. The termination of any proceeding by. judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent shall not, of itself, create a pre- sumption that the person did not act in good faith or in a manner which he reasonably believed to be in the best interest of this Coalition or that he had reasonable cause to believe that his conduct was unlawful. In the case of a criminal proceeding, the person must have had no reasonable cause to believe that his Conduct was -unlawful; and (b) The determination that the agent did act in a manner complying with paragraph (a) above shall be made by: (1) The Board of Directors by a majority vote of a quorum consisting of Board members who are not parties to the proceeding; -23- (2) The affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is presen~ (which affirmative votes also-constitute a maj6rity of the required quorum); or (3) The court in which the proceeding is or was .pending. Such determination may be made on application brought by this Coalition or the agent or the attorney or other person rendering a defense to the agent, whether or not the application by the agent, attorney, or other person is opposed by this Coalition. Section 6. _Limitations. No indemnification or advance shall be made under this Article, except as provided in Sections 2 or 5(b)(3), in any circumstance when it appears: (a) That the indemnification or advance would be inconsistent .with a provision of the Articles, Bylaws, a resolution of the members, or an agreement in effect at the.time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (b) That the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement. Section 7. Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by this Coalition before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it is determined ultimately that the agent is entitled to be indemnified as authorized in this Article. Section 8. Contractual Rights of Non-officers. Nothing contained in this Article shall affect any right to indemnification to which persons other than officers of this Coalition, or any subsidiary hereof, may be entitled by contract or otherwise. Section 9. Insurance. The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Coalition against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not this Coalition would have the power to indemnify' the agent under California Nonprofit Public Benefit Corpo{~tion Law Section 5238, provided, however, that the -24- Coalition shall have no power to purchase and maintain such .- insurance to 'indemnify any agent- of the Coalition for a violation of 'California Nonprofit Public Benefit Corporation Law Section 5233. Section 10. Fiduciaries or Corporate Employee Benefit Plan. This Article does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an. employee'benefit plan in that person's capacity as such, even though that person may also be an agent of the corporation as defined in Section 1 of this Article. Nothing contained in this Article shall limit any right to indemnification to which such a trustee, investment manager, or other fiduciary may be entitled by contract or otherwise, which shall be enforceable to the extent permitted by applicable law. ARTICLE IX EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS Section 1. ~ndorsement of Documents; Contracts. Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, conveyan6e or .other instrument in writing and any assignment or endorsement thereof executed or entered into between the Coalition and any other person, when signed by (i) the Chairperson or a Vice Chairperson and (ii) the Secretary/Treasurer or any Assistant Secretary/Treasurer of the Coalition shall be valid and binding on the Coalition in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same. Any such instruments may be signed by any other person or persons and in such manner as from time to time shall be determined by the Board, and, unless so authorized by the Board, no officer, agent or employee shall have any power or authority to bind the Coalition by any contract or engagement or to pledge its credit or to render it liable for any .purpose or amount. -- · Section 2. Funds. Ail funds of the Coalition shall be deposited from time to time to the credit of the Coalition at such banks, trust companies, or other 'depositories as the Board may select. Section 3. Gifts. The Board may accept on behalf of the Coalition any contribution, gift, bequest or devise for the general purpose or any special purpose of the Coalition. -25- ARTICLE X BYLAWS Section 1. Bylaws. These Bylaws Shall become effective immediately upon their adoption. Amendments to these Bylaws shall become effective on their 'adoption unless the Board or members, in adopting them as hereinafter provided, provide that they are to become effective at a later date. Section 2. Amendments. Subject to the provisions of California Nonprofit Public Benefit Corporation Law Section 5150., these Bylaws or any of them may be altered, amended, or repealed and new Bylaws adopted as follows: (a) Subject to the power of the members to change or repeal them, by vote of a majority of directors present at any special or regular meeting of the Board at which a quorum is present, provided that written notice of such meeting and of the intention to change the Bylaws thereat is delivered to each director at least ten (10) days prior to the date of such meeting, as provided in these Bylaws, or by the written consent of all directors without a meeting as provided in the Bylaws, provided that a Bylaw fixing or changing the number of officers may not be adopted, amended or repealed except as provided in Paragraph (b) hereof; or (b) By the vote or written assent of a majority of the members, 'or the vote of a majority of a quorum at a meeting duly called and noticed for the purpose in accordance with these Bylaws. ~ection 3. Conflict With Law. Except where in conflict with applicable provisions of California Government Code Section 54950 et seq. (the "Brown Act"), or with California Nonprofit Public Benefit Corpo. ration law, these Bylaws, and all subsequent amendments hereto, shall govern the actions and procedures of the Coalition, its members and its Board of Directors. · ARTICLE XI RECORDS AND REPORTS Section 1. Information Statement. The Coalition shall, pursuant to California Nonprofit Public Benefit Corporation Law -Section 6210, annually file the required information statement on the form prescribed by the Sec~etar3 of State, indicating the names and addresses of the indicated'officers and o~-;its principal office in California, and designating an agent:.for service of process. -26- ~ection 2. Annual Report to Directors'and Members. The Board shall cause an annual report to be sent to the directors and to the members not later than '120. days after the close of the Coalition's fiscal year. This report shall contain the info.rmation required under' California-NonprOfit Pgb!ic Benefit Corporation Law Sections 6321 and 6322. · Section 5. Maintenance of Corporate Records. The corporation shall keep: . . (a) Adequate and correct books and records of ...... account; (b) Minutes of the proceedings of its members, Board and committees of the Board; and (c) A record of its members giving their names and addresses and the class of membership held by each. Section 4. Inspection of'Records. (a) By Directors. -Every director shall have the absolute right at any reasonable time during business hours 'to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation of which such person is a director. (b) By Members. The accounting books and records and minutes of proceedings~of the members and the Board and committees of the Board shall be open to inspection upon the written demand on the corporation of any member at any reasonable time, for a purpose reasonably related to such person's interests as a member. Section 5. Report of Independent Accountants. The report, required by this section shall be accompanied by any report thereon of independent accountants, or, if there is no such report, by the certificate of an authorized officer of the Corporation that such statements were prepared without audLt from the books and records of the corporation. 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 constr~'ction ' of these Bylaws. Without limiting the gener.ality of 'the above, the masculine gender includes the -27- feminine and neuter, the Singular number includes the plural, the plural number includes the singular, and .the term "person" includes both the corporation and a natural person. ARTICLE XIII PROHIBITION AGAINST SHARING' CORPORATE PROFITS AND ASSETS No director, officer, employee or other person connected with this Coalition, or any other private individual shall receive at any time any of the net earnings or pecuniary profits of the Coalition, provided that this provision shall not prevent payment to any such person of reasonable compensation for services rendered to or be fixed by resolutions of the Board; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the Coalition's assets on dissolution of the Coalition. -28- HELICOPTER OVERFLIGHTS PROGRESS REPORT NOVEMBER 10, 1988 The task force to address issues related to helicopter overflights has been formed. Membership includes representatives from the -public, the City Council, the City's Planning Commission, the City's Public Safety Commission, the Marines Corps, the Irvine Company, and City Staff. - . Following .is a list of the task force members who represent the general public. ' MEMBER Thomas Wall Albert'Nasser VILLAGE (S) REPRESENTING Turtle Rock University Park, Rancho San Joaquin, University Town Center PHONE NUMBER 760-1886 (W) 786-8708 (H) Bill Mavity Bryan Soliday Ken., McGallian Don Per. due Jerry Roodhuyzen Woodbridge, Westpark E1 Camino Real' (area bounded by Irvine Center Drive, Culver Drive, Santa Ana Freeway, and Jeffrey Road) Northwood . . College Park, The Colony Northwood, The Colony, College Park (Alternate) 786-9412 (H) 660-8855 (W) 857-6459 (H) 544-7448 (H.% 552-5564 (H) 651-1863 (H) 660-3741 (W) If you have issues and concerns that you would like to have addressed by . the task force, please contact your village representative. Their role on the task force is to represent the interests of their entire village. They are there to serve you.' ATTACHMENT-II CITY OF IRVINE, 17200 JAMBOREE ROAD, P.O.BOX 19575,1RVINE, CALIFORNIA 92713 .7141660-3600 The other members of the task force are as follows: Cameron Cosgrove, City Councilmember Carol Yocum,-Planning Commissioner William Ackman, Public Safety Commissioner "~ ' Colonel Jack Wagner, U.S. Marine Corps Major Marry Bender, U.S. Marine Corps Mike LeBlanc, The Irvine Company William Woollett, Jr., City Manager ' Paul'Brady, Assistant City Manager Leo Peart, Director of Public Safety Michelle Davis, Management Analyst II Public Safety Department ' · Dan Jung, Assistant Planner, Community D~velopment Department Eve Somjen, Acting Principal Planner, Community Development Department The task force will hold 'its first meeting in late November. This meeting will focus on defining the problem and identifying the key issues. If you have any questions or need additional information, please call Eve Somjen at 660-3647. ES/kh disk: helicopt, es HELICOPTER OVERFLIGHTS PROGRESS REPORT OCTOHER 20, 1988 task force, ..October 11, ~he_City s~aff returned to the city Council with .the ~e poss~l~ oz ~~op~g new helicopter cO~idors whi~ wo~d ~v~ S~e of ~e ~~ligh~ a~y from resid~ti~ ~eas. In a~~, o~ ~ ~ ~~ noise ~a~, ~ as ~titude ~g~, w~ll also be' ~lor~. ~y ~anges to ~e helicopt~ ~_=~ S=~O~ ~ ~? w~l be ~e adoption of. u -~e~en~, or Some of the'~casks in ~he HOP hav~ alwuad~ be~=n. ~ staff has be~ ~et~g wi~ repres~tives fr~ ~e ~~e Co~s to ~~ss =~~. me .~sk ~orce is ~tly be~q fomd. ~e ~sk fore will ~clude a City Co~ci~~er (~~on CO,Dye), a ~lic Safe~ Co~ssioner, a PlUg Co~ssioner, repres~tatives from ~e ~r~e Co~s '(Colonel Ja~ Wa~er ~d Major Ma~y Bender), repres~tives from ~e ~~e Comply, City Staff from ~e City ~ager ~ s Office, ~l~c Safety Depa~~t, ~d Co~ity Developer Depa~en~ , ~d a~ least four representatives from ~e gene~l p~lic (from No~wood, Colony/College Park, Woo~ridge/Westp~k, ~d University Park/~le Rock). _Lpu__=~_ W...u~a .~n.c%u=e _nne. names o= ne en=.~.e task force, including =ne represen=a=zves =rom the general publzc. In the m~antime, if yo.u have any concerns or questions, please call Eve Somjen of the City's Intergovernmental Services Section at 660-3647'. CITY OF IRVINE, 17200 JAMBOREE ROAD, P.O.BOX 19575,1RVINE, CALIFORNIA 92713 714/660-3600 NOVEMBER 1988 TO: FROM: SUBJECT: HELICOPTER OVERFLIGHTS TASK FORCE .. 'EVE SOMJEN, ACTING PRINCIPAL PLANNER TASK FORCE MEETING The_f~rst_Helicopter Overflights Task Force Meeting will be held on weanesday, November 30, 1988, at 5=30 p.m. in the Chamber of Commerce Conference Room, 2815~w; Lrvine. CSee enalusadma~). This ~eetinUwill focus on defining the problem and identifying the key issues to be resolved. Only when we understandtheproblem can we search forsnludLtons. A meeting agenda is enclosed. calling me at 660-3647. Please confirm your attendance by I look Torward 'to a producti~e meeting: disk3 :mhelicopter. es MicArthur ~ANTA A~A · ~ · TUSTIN MARINE CORPS -AIR STATION . \. · · · · COSTA MESA IRVINE INE CITY HALL iUNCIL CHAMBER N ROOM AGENDA HELICOPTE~ OVERFLIGHTS TASK FORCE .. Regular Meeting November 30, 1988 ~all to Order II..: ~nnouncements 5:30 p.m. Chamber of Commerce Conf. Room 2815 McGaw, Irvine, CA A. Self-Intrudn=tion of Task Force Members (Attachment 1) · III. Old Business IV. New Business Pro~ose~ Hules/~roc adures (Attachment 2) B, Proposed Meeting Schedule (Attachment 3) .A. ction Require~ ~ Consensus Staff Presentation Background Information - (Attachment 4) Staff Presentation Ve U, Identification of Issues (Attachment 5) Reach Consensus Public Ccmm~nt~ · .o Any member of the public may address the Task Force on items within the Task Force's subject matter jurisd/~-~ion. However, no action may be taken on matters that are not part of the posted agenda. VI. Matters for Next VII. A~j ournment Next Task Force Meeting: December 28, 1988, at 5:30 p.m. Helicopter OverfIights Task Force ... ~ot.~ na Members · Thomas Wall '- Albert Nasser Bill Mavity Bryan Soliday j Ken McGallian · Don.Perdue Cameron Cosgrove Carol ~ocum William Ackman Colonel Jack Wagner Mike LeBlanc William Woollett~ Jr. Representing Turtle Rock Univ. Park, Rancho San Joaquin, Univ. Town Center W ' oodbrldge, Westpark E1 C~Real Northwood College Park, The Colony City Council Public Safety Commission U.S. Marine Corps The Irvine Company City Manager Non-Votinq Members Jerry Roodhuyzen Major Marry Bender Paul Brady Leo Peart Michelle Davis Dan Jung Eve Somj en Representi~ Northwo~d, College Park, Colony (Alternate) U.S. Marin~ Corps Assistant City ~nagar Public Safety Dept. Public Safety Dept. Community Development Dept. Community Development Dept. Helicopter Overflight Task Force Rules and Procedures lo .A quoz%xm of sz~t voting members is necessary for all Task Force Meetings. · An ag,nd= will be prepared and distributed 72 hours prior 'to the meetings. The agenda will also be poSted at the City of Irvine Civic Center. Meetings will be taped· 4~ · 6. . Informal minutes will be taken by staff or a Task Force Member. They will be typed and distributed to m-~hers at, or prior ko, the next .~eeting. The meeting facilitator will be a staff member. Decisions requiring a vo~e ara made by majority vote of those 'v~i~ ~aembers prusent~ Regular meetings will be held on the fourth Wednesday of the ~m.onth a_t 5:30 p.m. ,Additmonal meetings may be scheduled by =ne Task Force. · · Meetings shall not exceed three hours m;-- ..... .- ..._,.~.~,,, inuiu-dlng Helicopter Overflights Task Force Tentative ~eet±ng Schedul~ December 28, 1988 January 25, 1989 ~ebruary 22, 1989 · March 29, 1989 · o Review background information; Identify key issues Identify opportunities and constraints Identify proposed solutions /~vi~~d analysis of proposed solutions Review proposed Memorandum of Under~an~g Please note that this schedule is tentative and may be revised by the Task Force depending on the progress of the program. ! APRIL 28, 1987 TO: FROM: FOR: SUBJECT: · C.IT~ COUNCIL - PUBLIC SAFETY COMMISSION CITY COUNCIL MEETING OF APRIL 28, 1987 STATUS REPORT ON AIRCRAFT 'RELATED ISSUES AFFECTING THE COMMUNITY OF IRVINE Re..eently the Irvine City Council requested that the Public Safety Commission review aircraft related con,ams that have the potential of iTnpa~ the public safeIy of our citizens. In r~riewing this issue, several actions have been taken by the Public Safety Commission. Listed bel.ow is a history of these actions: HI~;TOR~f: . The .Commission recommended to the' City Council that a letter be drafted to the United States Marine Corps requesting that they evaitrate the establishment of a particular approach corridor to Tustin from E1 Toro. This corridor would continue on a heading of 340 out of E1 Toro and into a roundhouse turn above Northwood until it joi'ned the Browning Corridor. . . The Commission requested that staff write letters to Senators Cran. ston and Wilson requesting their assistance in gathering objective. data on the safety of the CH53-E Super Stallion helicopters. This information would facilitate the Commission in making a more rational recommendation tO the City. Council. The Commission requested the Director of Public Safety to establish a protocol for the centralized reporting by citizens of"airplane/helieopter complaints. This would enable the City to tabulate the accurate number of noise complaints experienced by our community. The Commission recommended that the City Council forward a communication to the Marine Corps thanking them for halting flights of the Super Stallion helicopter during the time in which new pieces of evidence are becoming available concerning engineering problems. The communication would include City Council's request that all flights of these aircraft continue to be halted in the future until there is sufficient evidence from Congressional, Senatorial, and Department of the Navy investigations that the CH53-E Super Stallion may be deemed safe by the City Council. . The Commission recommended that the City Council establish a joint committee between the Public Safety Commission and the Planning (~ommission for the purpose of establishing hard corridors that would minimize the impact of overflights of Marine Corps aircraft on the .' ~community and the safety and noise impact on its citizens. · 'Status Report on Aircraft Related Issues Affecting the Community of h'vine Page 2 · . '6. The Commission recommended t° the City Council that Marine Corps .... membership in the Open Space Task Force'be invited. _AANALYSIS: -- The a.ireraft related concerns generally fall into three categories: 1. The first category is the specific concern with the safety of the CH53-E Super Stallion helicopter. At this time the specific sa£ety o£ the Super SLallion is unknown. The Public Safety Commission is awaiting further information from all investigatory sources before making a recommendation as to the safety of this aircraft. In 1he meantime, it is the Public Safety, Commission~ recommendation thai the Marine Corps avoid flying the Super Stallion over populated areas of Irvine. . The second eategory of air~raft related eoneerns pertains to noise problems impacting the general public. ']'he noise problems usually are enhanced When a pilot and his aircraft deviate from'the authorized takeoff or landing pattern. The Public Safety Commission and the Department of Public Safety are currently working with the Marine Corps to refihe the protoco"l for citizens t.o report unusual or inappropriate flights of military aircraft over areas of our City. This is being accomplished by establishing a centralized numb,i- for the collection of citizen complaints. Citizens currently have the option oi' calling either: a. Ce The military flight control tower; or A designated colonel's office that complaints; or The Irvine Police Department. coordinff{es citizen noise The office of the Marine Corps Community Plans and Liaison Officer currently has the responsibility of e'olleetin~ all aircraft related citizen complaints. AU military aircraft complaints received by the police department are forwarded to both the City Manager's office and the Marine Corps for their information. We are attempting to refine this process so that accurate information can be obtained as to the number of complaints reeeived by all sources. The third category of aircraft issues relates to the flight paths and flight corridors which are over or adjacent to developed portio.ns of Irvine. The Public Safety Commission is requesting that the City Council establish an ad hoe committee composed of members of the Yiblie Safety Commission and Planning Commission. The purpose of this committee would be to study the feasibility of establishing new, p~ermanent aircraft flight corridors. These new corridors would be :.[:)rotected by permanent easements and land use restrictions. Members Status Report on Aircraft Related Issues Affecting the Community of lrvine Page 3 -. of the M~rine Corps' and adjacent impacted; municipalities would be invited to participate i'n the commission On an as needed basis. The overall goal of this committee would be to maximize the safety and minimize noise 'impacts on the citizens of Irvine. SUMMARY: · . The Public Safety Commission is currently investigating three aspects of the military ove_.rflight issue. 1. The CH53-E Suoer Stallion Staff is compiling information on the Su · Public Safety r,,,.._.-__,__ . per Stallion at this time. J .~,,,,,,,l~smn IS awaitin~ . . . _ The recommendation con,,-----:..c, -- · ~' .th~s ~nformatlon so th City Council. '-~-,,,,,,o these a,rcraft can be forwarded toatth: 2. Citizen Roise Comolaints A system for the collection of noise complaints does exist. This system requires refinement so that accurate statistics can be obtained. ' · 3... .",fl'litarv Flicrht Corridors .. · A joint committee eomprised of members of the Public Safety and Planning Commissions should be formed to review the feasibility of developing hard, protected Flight corridors away from currently . developed areas of the City. This report is submitted as a summary of the actions taken to date by the Public Safety Commission on this topic. Further investigation is needed before a series of final recommendations can be made. Submitted by: ERIC W. f;RUVER Chairman, Public Safety Commission E',VG: M L D:dwl .? AUGUST 13, 1987 , · .. TO: FOR: SUBJECT: .. PLTSL~C SAFET'f :COM N~ISSIO N DIRECTOR OF PUBLIC SAFETY 'PUBLIc SAFETy COMMISSION MEETING OF AUGUST 13, 1'987 AIRCRAFT NOISE COMPLAINT PROTOCOL R ECO ,M M E N D A T~O NS: o 3. That all phone calls r~eeived by the City for military%air,raft noise complaints be forwarded directly to the apPropriate Marine Corps base for investigation and action. . That a morrthly report on aircraft complaints be sent'by the Marine Corps to the Director of Public Safety for review. That an informational bulletin be recommendations* distributed eitTwide publicizing the above HISTORY: . In November 1986, the City of lrvine Public Safety Commission began reviewing military aircraft .related issues. As a part of that rev/'ew, an analysis of aircraft noise complaint protocol has been Conducted. _ANALYSIS: -- L City of' ~vine "FIo[ Line" ' . In August 1983, the City established a telephone Ho~ Line to receive citizen complaints concerning military aircraft. Ail information received on the Hot Line is routed through the .City Manager's office to the appropriate Marine Corps base. Hot Line complaints are approximately 30 days old investigation of the complain: almost im ossi' iavestigazioa .upon receipt by the Marine Corps This delay makes · ~s coaduc:ed by the Ci~ o .... ~ . .ble. No follow-uo · recelveu on the Hot l~arine Corps Complaint Acceptance Pro-ess Complaints concerning military aircraft are accepted by the Marine Corps at three locations, the Flight OPerations Officer, US.{,{C(H), Tustin; the Flight Operations Officer, USMC, E1 Toro; and the Community Plans and Liaison Officer. The office of the Community Plans and Liaison Officer .is responsible for the compilation of complaints received by both bases. Persons calling other numbers at these bases are transferred to the most appropriate of the above three offices. - *.. L.- . . Aircraft Noise Complaint Protocol Page 2 ' . An initial investigation of each complaint is conducted immediately bY the Flight Operations Officer Upon receipt of the complaint. All complaint information is then forwarded to the Community Plans and Liaison Officer for follow-up investigation and file maintenance. Six Month ]~astorieal l~eview . The Public Safety Commission, at its 5{ay 14, 1987, meetin=% requested a historical review of all complaints reeeived by the Mar/ne Co[.ps from Irvine residents eoneernin~ aire been urov' .a ~,.. ,._,_ . = . raft overfliz (se'-£,,--[de' ""' .~o~one! daeic Wa~--- ~c~,~ This information has -~,~crrment A). . = ..... , .,~,,,~., El Tor~ and is attached A review of this information has revealed several key points: 1. The lar=~e majority of all complainants reside either under or directly adjacent to flight paths. 2. Virtually all r~mainin=~ complaints are the result of. special military fli=~ht operations that are key to the mission of the Tustin and E1 Toro ~arine bases (night field carrier landings, Air Force C-5 operations)· · .3· Two hundred fifty complaints'were logged from Irvine residents durin~ the period from October 1986 through ,.",{ay 1987. Five residents, eaeh of whom resides under at least one flight path, lodged 30.8% (77) of these complaints. ~O,'~CLUSIOI~: My review of the above three items has led me to the recommendation that the City of Il'vine discontinue use of the Hot Line and instruct all concerned parties to contact the appropriate Marine base directly. This ~vill eliminate the one month delay between receipt of and aetion upon the complaint. This alteration in procedure will additionally plaee all concerned citizens into direct contact with military personnel who'are able to answer any questions that may exist. The monthly sharing of complaint stati ' ~l_ow Us-to continue to monitor the a/...s~tics b,e_t_w.,,e, en the Marine Co[- · . .~e extensive Marine e- .... ~:.__ .7 .... ft overflight issue . :'_ps .and the City r-- '-,,,-~ rues w/Il r ' · - l~ecelvm~ In for · the 'ltY would not otherwise be able tZ~Ifc~eW, lthaccurate, detailedinfo~mata~fnf[~amt LEO E. PEART Director of Public Safety LEP:MLD:dwl Attachment INFORMATIONAL BULLETIN .. The Department of Public Safety and the Public Safety Commission have developed this Informational Bulletin to assist you with any questions or complaints you may have about military aircraft operations. · - Yo'~ do not have to live in ~rvine very long' to realize that there are U.S. Marine Corps Air Station~ nearby. It is not uncomr~on to see some type of military aircraft overhead. These aircraft generally 'fly specific flight paths at specific altitudes. There are times, however, when special,circumstances or sCheduled military training, operations will take an aircraft out of its usual path. I HAVE A OUESTIOH. WHO DO I CALL? · . If you have a question or would like to lodg'e a complaint about military flight operations, call the Mar/ne Corps directly. · If your question or complaint concerns a specific incident, call the FUght Operations Officer at the appropriate Marine Corps base. " Jet Flight Operations Officer MCAS, Tustin 'Flight Operations O£ficer 651-7884 MCAS, E1 Toro -- 24 hours 651-3830 24 hours · If you have a general question or concern that does not involve a specific incident, Call the'Community Plans and Liaison Officer. The Community Plans and Liaison Ol:ficer acts as liaison to local jurisdictions on issues of communi~ plans, and development. 'He /s additionally responsible 'for eompiUng all aircraft emnpl~.ints lodged at the TUst/n and El Toro bases. Community Plans and Liaison Officer MCAS, El Toro 651-3702 MATIOI~ WILL THE MARINE COP, PS N~'ED FROM ME WHEN I C ? In order fo · - ALL · r an Investigation of ou · - ' ~ will be needed from you. Be as [_y_oj.r.. compla~n..t .to be conducted, accurate information ~ ~-~ ll~e as sible. - · · Ad~ress or location of aircraft sighting ' · Data and time of incident * Aircraft type (jet helicopter) · Aircraft specifies, if available .. ~ l~ature of complaint.. The City of Irvine will continue to closely monitor all aircraft issues affecting the citizens of Irvine. All complaints received by the Marine Corps from Irvine residents will be forwarded to the City for review. If you have any concerns with the response of the Marine Corps, please contact the Public Safety Commission by appearing at a regularly scheduled meeting of the commission. These meetings are held the second Thursday o£ each month at 7:00 p.m. in the: City Council Chambers located al 172D0 Jamboree, Irvine. LEO E. PI~ART 'Director of Public Safety LEP:MD:et ERIC tV. GRUVER Chairman, Public Safety Commission Helicopter Overflights Program 1. Are the Marine Corps'helicopters currently flying within the established flight corridors at the established altitudes? 2. Can the City and the Marines improve the system of responding to helicopter noise complaints? 3. Can the altitude of the overflights be adjusted? 4. : What is the 'potential to develop new helicopter corridors that divert flights away from existing ~esidential areas? How can_we avoid shifting the burden of the overflights from one residential area to another? What measures can be taken to prevent future residents from being impacted by helicopter overflights? ~ · .