HomeMy WebLinkAbout09- Community Developmenti
E C O N O M I C DEVELOPMENT
A G E ft C Y
OF THE CITY OF SAN BERNARDINO
REQUEST FOR COMMISSION/COUNCIL ACTION
From: TIMOTHY C. STEINHAUS Subject: MAIN STREET PROGRAM
Agency Administrator
Date: January 19, 1993
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Synopsis of Previous Commission/Council/Committee Action(s):
On September 21, 1992, the Community Development Commission authorized
certain actions in connection with the restructuring of the Downtown
Main Street Program.
On December 7, 1992, the Mayor and Common Council/Community
Development Commission approved certain actions relative to the
reorganization of the Main Street Program.
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Recommended Motion(s):
(Mayor and Common Council)
MOTION A: RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO, CALIFORNIA, RATIFYING PRIOR APPOINTMENTS
TO THE MAIN STREET ADVISORY BOARD.
(Motions Continued to Next Page. .)
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TIMOTHY C. STEI US
Administrator
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Contact Person(s): Timothy C. Steinhaus Phone: 5081
Project Area(s): Central City (CC) Ward(s): One (1)
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Supporting Data Attached: Staff Report
FUNDING REQUIREMENTS: Amount: $ 9,000 Source:
Budget Authority: Requested
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Commission/Council Rotes:
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TCS:SMM:1102E COMMISSION MEETING AGENDA
Meeting Date: 2/1/1993
(L Agenda Item Number:
i
REQUEST FOR COMMISSION/COUNCIL ACTION
Main Street Program
January 19, 1993
Page Number —2-
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Recommended Motion(s) Continued:
(Board of Directors of San Bernardino Downtown Main Street, Inc.)
MOTION B: RESOLUTION OF THE BOARD OF DIRECTORS OF SAN BERNARDINO DOWNTOWN
MAIN STREET, INC. , DESIGNATING DATES, TIME AND LOCATION OF REGULAR
MEETINGS OF SAID BOARD OF DIRECTORS.
MOTION C: RESOLUTION OF THE BOARD OF DIRECTORS OF SAN BERNARDINO DOWNTOWN
MAIN STREET, INC. , APPROVING AN AMENDMENT TO THE FIRST AMENDED AND
RESTATED BYLAWS OF SAN BERNARDINO DOWNTOWN MAIN STREET, INC.
MOTION D: RESOLUTION OF THE BOARD OF DIRECTORS OF SAN BERNARDINO DOWNTOWN
MAIN STREET, INC. , DESIGNATING CHECK SIGNERS AND COUNTERSIGNERS
FOR CHECKS AND VOUCHERS OF SAID CORPORATION.
(Community Development Commission)
MOTION E: That the Community Development Commission authorize the Agency
Administrator to contract with the National Trust for Historic
Preservation National Main Street Center in an amount not to
exceed $9,000 for technical assistance with the San Bernardino
Downtown Main Street Program.
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TCS:SMM:1102E COMMISSION MEETING AGENDA
Meeting Date: 2/1/1993
Agenda Item Number: q
E C O N O M I C D E V E L O P M E N T A G E N C Y
OF THE CITY OF SAN BERNARDINO
STAFF REPORT
Main Street Program
On December 7, 1992, the Mayor and Common Council/Community Development
Commission approved certain actions in connection with the
restructuring of the Main Street Program. Effective January 1, 1993,
the Mayor and Common Council assumed the responsibilities of the Main
Street Board of Directors and appointed an interim nine member advisory
board comprised of persons with common interests within the downtown
area. The interim advisory board was appointed by motion, until such
time as the Ordinance adding Chapter 2.41 to the San Bernardino
Municipal Code became effective and that action could be ratified by
Resolution. The following individuals shall be confirmed as the Main
Street Advisory Board: Jerry Casillas, Jan Cox, Dr. Fred Curlin,
Wallace Green, Susan Shyo-in Johnston, Conrad Knowles, Bill Lemann, Jim
Robbins and Frank Schnetz.
In accordance with the action taken on December 7, 1992, it is
recommended that the Main Street Board of Directors adopt a resolution
designating the meeting date, time and location for said meetings.
Also attached is a resolution designating the Chairman or Vice Chairman
and the Agency Administrator or the Development Department Executive
Director as the check signers and counter-signers of the Main Street
checking and savings accounts. This resolution is in accordance with
the Agency's standard check signing policy and procedures.
Furthermore, on December 7th the Mayor and Common Council designated
the Mayor Pro Tem to serve as the Vice Chairman of the Main Street
Board of Directors. The attached resolution approves an amendment to
the current bylaws which will reflect this action.
Pursuant to previous Community Development Commission direction, staff
has received the attached proposal from the National Trust for Historic
Preservation's National Main Street Center relative to performing an
evaluation of the current Main Street Program and its future
direction. The National Main Street Center (NMSC) proposes to provide
technical assistance in the form of a site assessment and evaluation of
the Main Street district based upon the four point approach
methodology. The NMSC includes on-site interviews and meetings with
the Chamber of Commerce, the newly appointed advisory board and any
other interested groups to discuss the needs and issues of the downtown
area, as well as the recent changes in the Main Street management.
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TCS:SMM:1102E COMMISSION MEETING AGENDA
Meeting Date: 2/1/1993
Agenda Item Number:
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ECONOMIC DEVELOPMENT AGENCY STAFF RNPORT
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Main Street Program
January 12, 1993
Page Number —2—
Furthermore, the NMSC shall evaluate the functions and responsibilities
of the current staff positions, current and proposed programs,
promotional activities, advertising and overall marketing efforts of
the entire program. The study shall include an evaluation of
public/private participation in the program and an evaluation of the
current membership participation and recruitment efforts.
The services outlined in the attached proposal from the NMSC are
budgeted at a cost not to exceed $9,000, including all time, materials
and expenses.
Staff commends adoption of the form motion.
1
TI . STEINHAUR, Administrator
Economic Development Agency
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TCS:SMM:1102E COMMISSION MEETING AGENDA
Meeting Date: 2/1/1993
Agenda Item Number:
1
2 MAYOR AND COMMON COUNCIL OF THE
3 CITY OF SAN BERNARDINO, CALIFORNIA
4 AGENDA
5 February 1, 1993
6
Item: A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF
7 THE CITY OF SAN BERNARDINO, CALIFORNIA, RATIFYING
PRIOR APPOINTMENTS TO THE MAIN STREET ADVISORY
8 BOARD
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Action to
10 be Taken: Adopt Resolution.
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12 Certified copy of Resolution to be returned to Sabo & Green, A
13 Professional Corporation.
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1 RESOLUTION NO.
2
A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
3 CITY OF SAN BERNARDINO, CALIFORNIA, RATIFYING PRIOR
4 APPOINTMENTS TO THE MAIN STREET ADVISORY BOARD
{ 5 WHEREAS, the Board of Directors of San Bernardino
6 Downtown Main Street, Inc. on November 6, 1992, adopted and
7 approved the First Amended and Restated Bylaws for San Bernardino
8 Downtown Main Street, Inc. , which provided for the Mayor and
9 Common Council of the City of San Bernardino to serve as the
10 Board of Directors; and
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12 WHEREAS, the Mayor and Common Council pursuant to
13 Resolution No. 92-458 as adopted on December 7, 1992, assumed all
14 duties and responsibilities pursuant to said First Amended and
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15 Restated Bylaws of San Bernardino Downtown Main Street, Inc. , as
16 of January 1, 1993 ; and
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T 18 WHEREAS, the Mayor and Common Council pursuant to
19 Ordinance No. MC-857 added Chapter 2. 41 to the Municipal Code of
20 the City of San Bernardino which provides for the establishment
21 of the Main Street Advisory Board and the manner of appointment
22 of Members thereto; and
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24 WHEREAS, said Ordinance No. MC-857 became effective on
25 January 21, 1993, and on December 7, 1992, the Mayor and Common
26 Council approved interim Advisory Board appointments prior to the
27 effective date of said Ordinance No. MC-857; and
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1 WHEREAS, it is desirable at this time for the Mayor and
2 Common Council to formally appoint the members of the Main Street
3 Advisory Board in accordance with Chapter 2 .41 of the Municipal
4 Code.
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6 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON
7 COUNCIL OF THE CITY OF SAN BERNARDINO, AS FOLLOWS:
8
9 SECTION 1. Pursuant to the provisions of
10 Chapter 2 .41 of the Municipal Code, the Mayor of the City of San
11 Bernardino has duly appointed and the Common Council by the
12 adoption of this Resolution hereby ratifies the appointment of
13 the following named individuals to serve as the initial members
14 of the Main Street Advisory Board until such time as the Mayor
15 and Common Council in accordance with Chapter 2 .41 of the
16 Municipal Code and the City Charter of the City of San Bernardino
17 shall replace the individuals then serving on the Main Street
18 Advisory Board. Name: Jerry Casillas, Jan Cox, Dr. Fred Curlin,
19 Wallace Green, Susan Shyo-in Johnston, Conrad Knowles, Bill
20 Lemann, Jim Robbins and Frank Schnetz.
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22 Any and all subsequent appointments and ratifications
23 of Main Street Advisory Board members may be made by minute order
24 of the Common Council without the necessity to adopt a resolution
25 or an amendment to this Resolution.
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I SECTION 2 . This Resolution is adopted pursuant to
2 the provisions of Chapter 2 .41 of the Municipal Code and is
3 intended to be consistent with all requirements thereof.
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1 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO, CALIFORNIA, RATIFYING PRIOR APPOINTMENTS TO THE
2 MAIN STREET ADVISORY BOARD
3
4 SECTION 3. The findings and determinations herein
5 shall be final and conclusive. This Resolution shall take effect
6 upon the date of its adoption.
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8 I HEREBY CERTIFY that the foregoing Resolution was duly
9 adopted by the Mayor and Common Council of the City of
10 San Bernardino at a meeting
11 thereof, held on the day of
12 1993, by the following vote, to wit:
13 Council Members: AYES NAYS ABSTAIN ABSENT
ESTRADA
14 REILLY
HERNANDEZ
15 MAUDSLEY
MINOR
16 POPE-LUDLAM
MILLER
17
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19 City Clerk
The foregoing resolution is hereby approved this
20 day of , 1993 .
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22 Mayor of the City of
23 San Bernardino
24 Approved as to form and legal content:
JAMES F. PENMAN
25 City Attorney
26 By: 0.
27 SBEO\0001\DO0646
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1 STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO ) ss
2 CITY OF SAN BERNARDINO )
3 I, City Clerk of the City of
San Bernardino, DO HEREBY CERTIFY that the foregoing and attached
4 copy of Mayor and Common Council of the City of San Bernardino
Resolution No. is a full, true and correct copy of that
5 now on file in this office.
6 IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the official seal of the Mayor and Common Council of the
7 City of San Bernardino this day of ,
1993 .
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City Clerk
10 City of San Bernardino
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2 BOARD OF DIRECTORS OF
3 SAN BERNARDINO DOWNTOWN MAIN STREET, INC.
4 AGENDA
5 February 1, 1993
6
? Item: RESOLUTION OF THE BOARD OF DIRECTORS OF
SAN BERNARDINO DOWNTOWN MAIN STREET, INC. ,
g DESIGNATING DATES, TIME AND LOCATION OF REGULAR
MEETINGS OF SAID BOARD OF DIRECTORS
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10 Action to
11 be Taken: Adopt Resolution.
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Certified copy of Resolution to be returned to Sabo & Green, A
13 Professional Corporation.
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SBEO/0001/DOC/650
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I RESOLUTION NO.
2 RESOLUTION OF THE BOARD OF DIRECTORS OF
SAN BERNARDINO DOWNTOWN MAIN STREET INC. ,
3 DESIGNATING DATES, TIME AND LOCATION OF REGULAR
4 MEETINGS OF SAID BOARD OF DIRECTORS
5 WHEREAS, the Mayor and Common Council of the City of
6 San Bernardino have been appointed to serve as the Board of
7 Directors of San Bernardino Downtown Main Street, Inc. ("Board of
8 Directors") , in accordance with the First Amended and Restated
9 Bylaws of said Corporation; and
10
11 WHEREAS, Municipal Code Section 2 .58.020, which governs
12 the meetings of all boards, commissions and committees of the
13 City of San Bernardino, requires that all such boards,
14 commissions and committees designate by resolution the time, date
15 and location of all regular meetings thereof; and
16
17 WHEREAS, the Board of Directors deem it desirable to
18 designate the time, date and location of regular meetings of the
19 Board of Directors as required by said Municipal Code
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20 Section 2 . 58. 020.
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22 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
23 DIRECTORS OF SAN BERNARDINO DOWNTOWN MAIN STREET, INC. , AS
24 FOLLOWS:
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26 SECTION 1. The regular meetings of the Board of
27 Directors, shall be held on the dates, at the time and at the
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1 location as set forth below but such meetings shall be held only
2 if business is scheduled to be conducted on such dates:
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4 Location: San Bernardino City Council Chambers
5 300 North "D" Street
6 San Bernardino, California 92418
7 Dates: First and third Monday of each month
8 Time: 11:00 a.m.
9
10 A Special Meeting of the Board of Directors may be
11 called in accordance with Government Code Section 54950, et sea. ,
12 and all other procedural requirements of the City of
13 San Bernardino for the call of special meetings of the Mayor and
14 Common Council of the City of San Bernardino. Meetings may be
15 adjourned from time to time in the manner as specified pursuant
16 to Government Code Section 54955.
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18 SECTION 2 . The meeting dates, times and location as
19 set forth in Section 1 hereof may be subsequently modified or
20 amended upon motion of the Board of Directors and duly noted in
21 the Minutes of said Corporation.
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I RESOLUTION OF THE BOARD OF DIRECTORS OF SAN BERNARDINO DOWNTOWN
MAIN STREET, INC. , DESIGNATING DATES, TIME AND LOCATION OF
2 REGULAR MEETING OF SAID BOARD OF DIRECTORS
3 SECTION 3. This Resolution shall take effect upon
4 the date of its adoption by the Board of Directors.
5
6 I HEREBY CERTIFY that the foregoing Resolution was duly
7 adopted by the Board of Directors of San Bernardino Downtown Main
8 Street, Inc. , at a meeting
9 thereof, held on the day of
10 1993 .
11
12 Board Members: AYES NAYS ABSTAIN ABSENT
13 ESTRADA
REILLY
14 HERNANDEZ
MAUDSLEY
15 MINOR
POPE-LUDLAM
16 MILLER
17
18 Secretary
19 The foregoing resolution is hereby approved this
20 day of 1993 .
21 Chairman, San Bernardino
22 Downtown Main Street, Inc.
23 secretary
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Approved as to
25 form and legal content:
26 Ey:
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1 STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO ) ss
2 CITY OF SAN BERNARDINO )
3 1, , Secretary of
San Bernardino Downtown Main Street, Inc. , DO HEREBY CERTIFY that
4 the foregoing and attached copy of Board of Directors Resolution
No. is a full, true and correct copy of that now on
5 file in this office.
6 IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the official seal of the Board of Directors this
7 day of , 1993 .
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9 Secretary
San Bernardino Downtown
10 Main Street, Inc.
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2 BOARD OF DIRECTORS OF
3 SAN BERNARDINO DOWNTOWN MAIN STREET, INC.
4 AGENDA
5 February 1, 1993
6
Item: RESOLUTION OF THE BOARD OF DIRECTORS OF
7 SAN BERNARDINO DOWNTOWN MAIN STREET, INC. ,
APPROVING AN AMENDMENT TO THE FIRST AMENDED AND
8 RESTATED BYLAWS OF SAN BERNARDINO DOWNTOWN MAIN
9 STREET, INC.
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Action to
11 be Taken: Adopt Resolution.
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13 Certified copy of Resolution to be returned to Sabo & Green, A
14 Professional Corporation.
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I RESOLUTION NO.
2 RESOLUTION OF THE BOARD OF DIRECTORS OF
3 SAN BERNARDINO DOWNTOWN MAIN STREET, INC. ,
APPROVING AN AMENDMENT TO THE FIRST AMENDED
4 AND RESTATED BYLAWS OF SAN BERNARDINO
DOWNTOWN MAIN STREET, INC.
5
1
6 WHEREAS, the Board of Directors of San Bernardino
7 Downtown Main Street, Inc. , a California non-profit public
8 benefit corporation ("Main Street") , has previously approved on
9 November 6, 1992, certain amendments to the Main Street Bylaws as
10 are now contained in the First Amended and Restated Bylaws of
11 said corporation; and
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13 WHEREAS, the Board of Directors of Main Street deems it
14 desirable to adopt Amendment No. 1 to said First Amended and
15 Restated Bylaws of San Bernardino Downtown Main Street, Inc. , so
16 as to modify the manner by which the Vice-Chairman of Main Street
17 shall be appointed.
18
19 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
20 DIRECTORS OF SAN BERNARDINO DOWNTOWN MAIN STREET, INC. , AS
FOLLOWS:
21
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23 SECTION 1. The First Amended and Restated Bylaws of
24 San Bernardino Downtown Main Street, Inc. , are hereby further
25 amended as hereinafter set forth:
26
27 1. Section 5. 06 shall be deleted.
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1 2 . The second and third sentences of Section 7.02
2
shall be deleted and replaced with the following:
3
4 "The Vice Chairman of the Board of Directors shall
5 be the Mayor Pro Tem of the City of San Bernardino as
6 determined in the manner provided in the City Charter
7 of the City of San Bernardino. "
8
9 SECTION 2 . The Secretary of Main Street is hereby
10 authorized and directed to prepare a composite of the First
11 Amended and Restated Bylaws of San Bernardino Downtown Main
12 Street, Inc. , which includes the Amendment No. 1 thereto as
13 herein approved by this Resolution of the Board of Directors.
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I RESOLUTION OF THE BOARD OF DIRECTORS OF SAN BERNARDINO DOWNTOWN
MAIN STREET, INC. , APPROVING AN AMENDMENT TO THE FIRST AMENDED
2
AND RESTATED BYLAWS OF SAN BERNARDINO DOWNTOWN MAIN STREET, INC.
3 SECTION 3 . This Resolution shall take effect upon
4 the date of its adoption by the Board of Directors.
5
6 I HEREBY CERTIFY that the foregoing Resolution was duly
7 adopted by the Board of Directors of San Bernardino Downtown Main
8 Street, Inc. , at a meeting
9 thereof, held on the day of
10 1993 .
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12 Board Members: AYES NAYS ABSTAIN ABSENT
13 ESTRADA
REILLY
14 HERNANDEZ
MAUDSLEY
w 15 MINOR
POPE-LUDLAM
16 MILLER
17
18 Secretary
19 The foregoing resolution is hereby approved this
day of 1993 .
20
21 Chairman, San Bernardino
22 Downtown Main Street, Inc.
23
24 Secretary
25
Approved as to
26 form and legal content:
27 By:
SBao\ 1\D0C\645
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1 STATE OF CALIFORNIA )
COUY 2 CIITYTOFOSAN BERNARDINONO ) ss
3 I, , Secretary of
San Bernardino Downtown Main Street, Inc. , DO HEREBY CERTIFY that
4 the foregoing and attached copy of Board of Directors Resolution
No. is a full, true and correct copy of that now on
5 file in this office.
6 IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the official seal of the Board of Directors this
7 day of , 1993 .
8
9 Secretary
San Bernardino Downtown
10 Main Street, Inc.
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FIRST AMENDED AND RESTATED
(INCLUDING AMENDMENT NO. 1)
BYLAWS OF
SAN BERNARDINO DOWNTOWN MAIN STREET, INC
A California Non-Profit Public Benefit Corporation
ARTICLE 1-- OFFICES
Principal Office
Section 1.01.
The principal office of the Corporation for the transaction of its business shall be
located in the City of San Bernardino, County of San Bernardino, State of California, at such
location as the Board of Directors may determine from time to time.
Branch Offices
Section 1.02.
The Board of Directors may at any time establish branch or subordinate offices
at any place or places where the Corporation is qualified to do business.
ARTICLE 2 - NON-PROFIT NATURE
Goals and Pu ses
Section 2.01.
The goals and purposes of this Corporation are to preserve and develop the beauty
of the City of San Bernardino; to revitalize the social and economic environment; to create a
safe, comfortable place in which to work, shop, live, invest and be entertained; to decrease
vacancies, increase activity and otherwise engage in economic and revitalization activities that
j would increase the tax base and retain existing jobs and create additional jobs; to cooperate with
municipal authorities in all phases of preserving and developing the beauty of the City; to
educate the public of the advantages of preserving and developing the beauty of the City; and
to support other charitable, educational, and cultural organizations whose primary interest is to
accomplish these same goals and purposes.
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Exempt Purposes
Section 2.02.
This Corporation is organized exclusively for charitable and educational purposes
within the meaning of Section 501(c) (3) of the Internal Revenue Code of 1986, as amended
from time to time (or any successor statute). Notwithstanding any other provisions of these First
Amended and Restated Bylaws (these "Bylaws"), the Corporation shall not, except to an
insubstantial degree, engage in or carry on any activities or exercise any power that is not in
furtherance with the goals and purposes of this Corporation, or which are not permitted to be
carried on (i) by a corporation exempt from federal income tax under Section 501(c) (3) of the
Internal Revenue Code of 1986, as amended from time to time (or any successor statute) or
Section 23701(d) of the California Revenue and Taxation Code, as amended from time to time
(or any successor statute) or (ii) by a corporation, contributions to which are deductible under
Section 170(c) (2) of the Internal Revenue Code of 1986, as amended from time to time (or any
successor statute) or under Section 17240 and related Sections of the California Revenue and
Taxation Code, as amended from time to time (or any successor statute).
Dedication of Assets
Section 2.03.
The property of this Corporation is irrevocably dedicated to the charitable and
educational purposes set forth in these Bylaws, and no part of the net income or assets of this
Corporation shall inure to the personal benefit of any Director, Trustee, Officer, or Member of
this Corporation or to the benefit of any other private person. Upon the winding up and
dissolution of this Corporation, its assets remaining after payment of, or provision for payment
of, all the Corporation's debts and liabilities shall be distributed to the City of San Bernardino
exclusively, to continue to promote and accomplish the public purpose of this Corporation as set
forth in these Bylaws, within the meaning of Section 501(c) (3) of the Internal Revenue Code
of 1986, as amended from time to time (or any successor statute), and Section 23701(d) of the
California Revenue and Taxation Code, as amended from time to time(or any successor statute).
ARTICLE 3 - MEMBERS
Members
Section 3.01.
The Corporation shall have one (1) class of Members who shall be the voting
Directors as provided in Section 5.01 hereof.
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Oualifications
Section 3.02.
The qualifications for Members shall be the same as for Directors all as further
provided in Section 5.03 hereof.
Rights of Membership
Section 3.03.
The Members who are the voting Directors shall have the sole voting rights with
respect to the Corporation and the transacting of the business affairs of the Corporation.
Admission
Section 3.04.
Members shall be automatically deemed to be admitted to Membership upon
complying with the qualifications required pursuant to Section 5.03 hereof ("Membership" as
used in these Bylaws shall mean the rights and privileges granted within these Bylaws to the
voting Directors as Members and as set forth in California Corporations Code Section 5057).
Transfer of Memberships
Section 3.05.
A Membership may not be transferred except under the circumstances set forth
in Article 5 hereof. All rights and Membership cease on the Member's death or disqualification
from serving as a voting Director.
Assessments
Section 3.06.
Membership in this Corporation shall be non-assessable.
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ProWrty Rights
Section 3.07.
No Member shall have any right or interest in any property or assets of this
Corporation.
Nonliability of Members
Section 3.08.
No Member, Director or officer of this Corporation shall be personally liable for
the debts, liabilities, or obligations of this Corporation.
ARTICLE 4 - IMERVEDI
ARTICLE 5 - DIRECTORS
Number
Section 5.01.
This Corporation shall have seven (7)voting Directors and a non-voting Chairman
who collectively shall be known as the Board of Directors. The voting Board of Directors shall
consist solely of duly elected and qualified members of the City Council of the City of
San Bernardino who shall be considered as the sole Members of the Corporation within the
meaning of California Corporations Code Section 5056. The Mayor of the City of
San Bernardino shall be the Chairman of the Board of Directors and shall be a non-voting
member of the Board of Directors.
Use of Terms "Directors" and "Board"
Section 5.02.
The words "Directors" and "Board", as used in the Articles of Incorporation of
this Corporation, or in these Bylaws, in relation to any power or duty requiring collective action,
mean "Board of Directors."
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Qualifications
Section 5.03.
All Directors, except the Chairman, shall be duly elected and qualified members
of the City Council of the City of San Bernardino unless otherwise serving as a Councilmember
as permitted under the City Charter of the City of San Bernardino. The duly elected and
qualified Mayor of the City of San Bernardino shall be Chairman of the Board of Directors and
of the Corporation unless another individual is otherwise serving as Mayor as permitted under
the City Charter of the City of San Bernardino.
Powers
Section 5.04.
The Directors shall exercise the powers of the Corporation, control its property,
and conduct its affairs, except as otherwise provided by law, by the Articles of Incorporation,
or by these Bylaws.
Compensation
Section 5.05.
Directors shall serve without compensation.
Section 5.06. [Reserved]
Place
Section 5.07.
Meetings of the Board of Directors shall be held at such place as may be
designated from time to time by the Board of Directors.
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Regular Meetings
Section 5.08.
Regular meetings of the Board of Directors shall be held at such time as shall be
prescribed from time to time by resolution of the Board of Directors.
SMial Meetings
Section 5.09.
A special meeting of the Board of Directors shall be held whenever called by the
Chairman, or by a majority of the Directors and in compliance with California Government
Code Section 54956.
Notice
Section 5.10.
Notice of meetings of the Board of Directors and agenda items to be discussed
or acted upon shall be given in writing by the Secretary of the Corporation to each Director in
the manner required pursuant to California Government Code Section 54954.2.
Ouorum
Section 5.11.
A quorum shall consist of four (4) of the voting Directors and, unless a greater
number is expressly required by statute, by the Articles of Incorporation of this Corporation, or
by these Bylaws. Every act or decision done or made by a majority of the voting Directors
present at a meeting duly held at which a quorum is present shall be the act of the Board of
Directors, except where any law, regulation, or policy of any governmental agency requires a
larger minimum vote in favor of any resolution.
Conduct of Meetings
Section 5.12.
The Chairman or, in his absence, the Vice Chairman, or, in the absence of the
Vice Chairman, a chairman chosen by a majority of the Directors present, shall preside at all
meetings of the Board of Directors, and such meetings shall be governed by "Robert's Rules of
Order," as such rules may be revised from time to time, insofar as such rules are not
inconsistent or in conflict with these Bylaws, with the Articles of Incorporation of this
Corporation, or with law.
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Resignation
Section 5.13.
Any Director of this Corporation shall be deemed to have resigned from the Board
of Directors upon such Director no longer serving as an elected City Councilmember or as an
elected Mayor of the City of San Bernardino. Vacancies created on the Board of Directors shall
be filled only by City Councilmembers or a Mayor duly qualified and serving as provided in the
City Charter of the City of San Bernardino.
Non-liability of Directors
Section 5.14.
The Directors shall not be personally liable for the debts, liabilities, or other
obligations of the Corporation.
Indemnity by Corporation for Litigation Exj&nse of
Officer. Director. or Employee
Section 5.15.
Should any Director, Officer, or employee of this Corporation be sued, either
alone or with others, in his capacity as a current or former Director, Officer, or employee of
this Corporation, in any proceeding arising out of his alleged misfeasance or nonfeasance in the
performance of his duties or out of any alleged wrongful act against the Corporation, or by the
Corporation, indemnity for his reasonable expenses, including attorneys' fees incurred in the
defense thereof, may be assessed against the Corporation, its receiver, or its trustee, by the court
in the same or a separate proceeding if: (i) the person sued is successful in whole or in part, or
the proceedings against him is settled with the approval of the court; and (ii) the court finds that
his conduct fairly and equitably merits such indemnity. The amount of such indemnity shall be
so much of the expenses, including attorneys' fees, incurred in the defense thereof, as the court
determines and finds to be reasonable.
ARTICLE 6 - ADVISORY BOARD
A122ointment by Directors
Section 6.01.
The Board of Directors shall select qualified candidates to serve on the Main
Street, Inc., Advisory Board ("Advisory Board") in such manner and pursuant to such
procedures as the Board of Directors may prescribe; provided that all such procedures and
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manner of selection are consistent with the rules and policies applicable to the City Council of
the City of San Bernardino for appointments to other committees, boards and commissions.
Duties of Advisory Board
Section 6.02.
The Advisory Board shall exercise such powers and functions as may be delegated
from time to time pursuant to resolution of the Board of Directors to the Advisory Board for the
conduct of certain business affairs of the Corporation.
Term of Office of Advisory Board; Officers
Section 6.03.
The appointed members of the Advisory Board shall serve for such terms as shall
be approved by the Board of Directors. The Advisory Board shall adopt rules for the conduct
of their meetings, meet at such time and location and elect officers to expedite the conduct of
their meetings as the Advisory Board shall from time to time prescribe.
ARTICLE 7 - OFFICERS
Number and Titles
Section 7.01.
The Officers of this Corporation shall be a Chairman, a Vice Chairman, a
Secretary, a Chief Financial Officer/Treasurer and Secretary as provided herein together with
such subordinate Officers, one(1) or more Assistant Secretaries and Assistant Treasurers, as the
Board of Directors may designate, except as provided hereinafter. The Corporation shall not
retain the services of any employees or consultants but shall rely solely upon staff services as
shall be provided by employees and consultants of the Economic Development Agency of the
City of San Bernardino. The Chief Financial Officer/Treasurer shall be the Administrative
Services Manager of the Economic Development Agency of the City of San Bernardino, and the
Secretary shall be the Main Street Executive Director of the Economic Development Agency of
the City of San Bernardino.
Oualification. Election and Term of Office
Section 7.02.
Only Directors are qualified to hold the offices of Chairman and Vice Chairman.
The Vice Chairman of the Board of Directors shall be the Mayor Pro Tem of the City of San
Bernardino as determined in the manner provided in the City Charter of the City of
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San Bernardino. The Chief Financial Officer/Treasurer, Secretary, Assistant Secretary and
Assistant Treasurer and other subordinate Officers shall hold their respective offices at the
pleasure of the Board of Directors and shall be subject to removal by the Board of Directors at
any time.
Removal and Resignation
Section 7.03.
Any Officer, except for the Chairman, may be removed, either with or without
cause, by a majority of the Directors at the time in office, at any regular or special meeting of
the Board of Directors, and all Officers, including the Chairman, shall be removed should he
cease to be qualified for the office as herein required. Any Officer may resign at any time by
giving written notice to the Board of Directors or to the Chairman or to the Secretary of the
Corporation. Acceptance by the Board of Directors of any such resignation shall not be
necessary to make it effective.
Vacancies
Section 7.04.
Any vacancy caused by the death, resignation, removal, disqualification, or the
like, of an Officer shall be filled by the Board of Directors for the unexpired portion of the
term.
Duties of Chairman
Section 7.05.
The Chairman shall be the representative of the Board of Directors. He shall have
general control and management of the affairs, property, and business of this Corporation,
subject to the control of the Board of Directors and the provisions of these Bylaws. He shall
preside at all meetings of the Board of Directors. He may, if necessary, sign and execute in the
name of this Corporation, deeds, assignments, mortgages, bonds, contracts, and other
instruments duly authorized by the Board of Directors. He shall appoint the chairmen and
members of all committees, subject to confirmation by the Board of Directors and shall have the
power to remove any chairman or member therefrom at his pleasure, subject to confirmation by
the Board of Directors; provided that the chairman of each committee shall be a Director of the
Corporation. He shall, whenever it may be necessary in his opinion, prescribe the duties of
Officers of this Corporation whose duties are not otherwise defined in these Bylaws or by the
Board of Directors pursuant to the authority contained in these Bylaws.
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Duties of Vice Chairman
Section 7.06.
The Vice Chairman shall assume the duties and powers of the Chairman in the
Chairman's absence or disability to act and perform such other duties and possess such other
powers as shall be prescribed and conferred by the Board of Directors or by the Chairman.
Duties of Secretary
Section 7.07.
The Secretary shall:
(a) Certify Bylaws. Certify and keep at the principal office of the Corporation
the original or a copy of these Bylaws as amended from time to time.
(b) Maintain minutes of meetings. Maintain at the principal office of the
Corporation, or at such other place as the Board of Directors may order, a book of minutes of
all meetings of the Directors, 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
meetings of Directors and the proceedings thereof.
(c) Give notices. See that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law.
(d) Be custodian of records. Be custodian of the records and of the seal of
the Corporation and ensure that the seal is affixed to all duly executed documents, the execution
of which on behalf of the Corporation under its seal is authorized by law or by these Bylaws.
(e) Maintain membership book. Exhibit at all reasonable times to any Director
of the Corporation or to his agent or attorney, on request therefor, the Bylaws, the membership
book, and the minutes of the proceedings of the Directors of the Corporation.
(f) Perform other duties. In general, perform all duties incident to the office
of Secretary, and such other duties as may be required by law, by the Articles of Incorporation
of this Corporation, or by the Board of Directors.
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Section 7.08. Duties of the Assistannr SecrPrary
The Assistant Secretary or Secretaries shall exercise such of the powers and
perform such of the duties of the Secretary as shall be assigned to him or them from time to
time by the Chairman or by the Secretary.
Duties of Chief Financial Officer/Treasurer
Section 7.09.
The Chief Financial Officer/Treasurer shall receive and have charge of all funds
of the Corporation and shall disburse such funds only as directed by the Board of Directors, and
shall, in general, perform all duties incident to the office of Chief Financial Officer/Treasurer
and such other duties as may from time to time be assigned to him by the Board of Directors
or by the Chairman.
Duties of Assistant Treasurer
{ Section 7.10.
The Assistant Treasurer or Treasurers shall exercise such of the powers and
perform such of the duties of the Chief Financial Officer/Treasurer as shall be assigned to him
or them from time to time by the Chairman or by the Chief Financial Officer/Treasurer.
ARTICLE 8 - COMMITTEES
Committees
Section 8.01.
The Board of Directors may create such committees, and prescribe such duties
for such committees, as it deems advisable. Such committees may be composed of Directors
and community individuals and representatives, in such proportions as may be determined by
the Board of Directors, but the chairmen of all committees shall be a Director of the
Corporation.
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ARTICLE 9 - CORPORATE RECORDS- REPORTS AND SEAL
Minutes of Meetings
Section 9.01.
The Corporation shall maintain at its principal office, or at such other place as
the Board of Directors may order, a book of the minutes of all meetings of Directors and of all
meetings of Members, with the time and place of holding, whether regular or special, and, if
special, how authorized, the notice given, the names of those present and proceedings thereof.
Books of Account
Section 9.02.
The Corporation shall keep and maintain adequate and correct accounts of its
properties and business transactions, including accounts of its assets, liabilities, receipts,
disbursements, gains, and losses.
Ins=tion by Directors
Section 9.03.
Every Director shall have the absolute right at any reasonable time to inspect all
books, records, and documents of every kind and the physical properties of the Corporation and
each subsidiary corporation. This inspection by a Director may be made in person or by an agent
or attorney, and the right of inspection includes the right to copy and make extract of
documents.
�.
Maintenance and In s tio f Articles and Bylaws
Section 9.04.
The Corporation shall maintain at its principal executive office the original or a
copy of the Articles of Incorporation and these Bylaws of this Corporation as amended f
to time, which shall be open to ins �° from time
pe inspection b all Directors at all reasonable easonable times Burin office
hours. g
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Corporate Sew
Section 9.05.
The Board of Directors shall provide a corporate seal which shall set forth the
name of the Corporation and date of incorporation.
ARTICLE 10 - BYLAWS
Effective Date
Section 10.01.
These Bylaws and any subsequent amendments hereto shall become effective
immediately upon their adoption by the Board of Directors unless the Board of Directors of the
Corporation in adopting either these Bylaws or any subsequent amendments hereto provide that
such are to become effective at a later date.
Amendment
Section 10.02.
The Board of Directors may at any time and from time to time adopt, amend, or
repeal these Bylaws. The Board of Directors may not extend the term of a Director beyond that
for which the Director was elected and appointed pursuant to Sections 5.03 or 5.13 hereof.
ARTICLE 11 - CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Secretary of San Bernardino
Downtown Main Street, Inc., a California Non-Profit Public Benefit Corporation, and that the
above Bylaws, consisting of _ pages, are the First Amended and Restated Bylaws of this
Corporation, including Amendment No. 1 thereto, as adopted by the Board of Directors on
February 1, 1993, and which have been effective as of February 1, 1993, and that they have not
been amended or modified since that date.
Executed on , 1993, at San Bernardino, California.
SECRETARY
SBEO\0001\D)06W
1\09\93 350
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1
2
BOARD OF DIRECTORS OF
3 SAN BERNARDINO DOWNTOWN MAIN STREET, INC.
4 AGENDA
5 February 1, 1993
6
Item: RESOLUTION OF THE BOARD OF DIRECTORS OF
7 SAN BERNARDINO DOWNTOWN MAIN STREET, INC. ,
DESIGNATING CHECK SIGNERS AND COUNTERSIGNERS FOR
8 CHECKS AND VOUCHERS OF SAID CORPORATION
9
10 Action to
11 be Taken: Adopt Resolution.
12
Certified copy of Resolution to be returned to Sabo & Green, A
13 Professional Corporation.
14
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24 SBEO/0001/DOC/649
1/27/93 305
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i
1 RESOLUTION NO.
2
3 RESOLUTION OF THE BOARD OF DIRECTORS OF
SAN BERNARDINO DOWNTOWN MAIN STREET, INC. ,
4 DESIGNATING CHECK SIGNERS AND COUNTERSIGNERS
FOR CHECKS AND VOUCHERS OF SAID CORPORATION
5
6 WHEREAS, the Board of Directors of San Bernardino
7 Downtown Main Street, Inc. (the "Board of Directors") , must
8 provide by corporate resolution for certain authorized
9 representatives of said corporation to execute checks and
10 vouchers and to undertake banking transactions on behalf of said
corporation; and
11
12
13 WHEREAS, the Board of Directors now desires to provide
14 for check signers and countersigners as hereinafter provided.
15
16 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
'
17 DIRECTORS OF SAN BERNARDINO DOWNTOWN MAIN STREET, INC. , AS
FOLLOWS:
18
19
20 SECTION 1. All San Bernardino Downtown Main Street,
Inc. , checks shall be signed by the Chairman or by Vice-Chairman
21
of the Board of Directors of said corporation.
22
23
24 SECTION 2. All San Bernardino Downtown Main Street,
25 Inc. , checks shall be countersigned by the Agency Administrator
'
26 of the Economic Development Agency of the City of San Bernardino
27 or the Executive Director of the Development Department of the
28 City of San Bernardino.
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1 RESOLUTION OF THE BOARD OF DIRECTORS OF SAN BERNARDINO DOWNTOWN
2 MAIN STREET, INC. , DESIGNATING CHECK SIGNERS AND COUNTERSIGNERS
FOR CHECKS AND VOUCHERS OF SAID CORPORATION
3 SECTION 3 . This Resolution shall take effect upon
4 the date of its adoption by the Board of Directors.
5
6 I HEREBY CERTIFY that the foregoing Resolution was duly
7 adopted by the Board of Directors of San Bernardino Downtown Main
8 Street, Inc. , at a meeting
9 thereof, held on the day of
10 1993 .
11
12 Board Members: AYES NAYS ABSTAIN ABSENT
13 ESTRADA
REILLY
14 HERNANDEZ
MAUDSLEY
15 MINOR
POPE-LUDLAM
16 MILLER
17
18 Secretary
19 The foregoing resolution is hereby approved this
day of
1993.
20
21
Chairman, San Bernardino
22 Downtown Main Street, Inc.
23
24 secretary
25
Approved as to
26 form and legal content:
27 By:
p SBFA\ I D00649
28
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1 STATE OF CALIFORNIA )
2 COUNTY OF SAN BERNARDINO ) ss
CITY OF SAN BERNARDINO )
3 I, Secretary of
San Bernardino Downtown Main Street, Inc. , DO HEREBY CERTIFY that
4
the foregoing and attached copy of Board of Directors Resolution
No. is a full, true and correct copy of that now on
5 file in this office.
6 IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the official seal of the Board of Directors this
7 day of , 1993 .
8
9 Secretary
10 San Bernardino Downtown
Main Street, Inc.
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c s ieser
Nationai Trust ror Histor �,�ation
i1s�
' r�,t
+ i Natlon«� _'Y1«IIi `?�.':" ' ., ' te r'
r
December S, 1992 { DEC 10 1yyV
3
Mr. Timothy C. Steinhaus, Administrator ._._
Economic Development Agency 'y'cY
201 North E Street, Third Floor
City of San Bernardino, CA 92401-1507
Dear Mr. Steinhaus:
I appreciate your interest in possible technical assistance from the National Trust for
Historic Preservation's National Main Street Center. As I discussed with you assistant,
Susan Morales, the overall goal of the Center is to establish or strengthen organizational
management of identified business districts within the context of historic preservation and
economic vitality.
The assessment visit, detailed in the attached proposal, is site-specific and involved a series
of interviews with public and private sector leadership and staff, as well as other
"stakeholders" (i.e., property owners, business owners) within the downtown area. It is a
means to objectively evaluate the successful implementation of a commercial revitalization
program based upon the National Main Street Center's four point approach.
Incorporated into the assessment visit would be the review, in advance of the visit, of
pertinent documents concerning downtown San Bernardino. In addition, a written report
addressing downtown revitalization recommendations,from a programmatic and policy level,
would be provided following the on-site assessment.
While our standard assessment is usually two days, it would seem beneficial to include an
extra day in order to conduct specific "focus groups" or workshops with private sector
partners such as the local Chamber of Commerce, the newly appointed advisory board, past
board of directors, etc. This would provide the private sector with an opportunity to express
their ideas, questions, and concerns, not only as they regard the City's revitalization effort,
but also as it relates directly to the City's increased involvement and management of this
effort.
When a downtown revitalization program is in transition, as it is in San Bernardino, there
are often numerous misunderstandings and assumptions. I would see this particular
i assessment visit not only focused on the evaluation of existing programs, budgets, staffing
and policy management, but designed to openly address issues around the transition from
i
iTi Mli,s:,cirttsetts : ;trnte, NAV„ t,tun, text, U.C. '6036
IA
I
^._i t Ii c c t L ..:rr -,r�r.t nt u! _ :�.;n.,❑ul i'rast rt;r t!..n,nc i'• • c;ta;n-,.
private to public sector control; especially the roles of several stakeholder groups within this
newly designated arrangement.
If you have any questions concerning the attached proposal please feel free to call me at my
California office number (209/225-2415) or at the Center's number (202/673-4219). Until
such time, I appreciate your interest in seeking a proposal from us.
Sincerely,
4� 6 °
Lynn Bowness
Program Associate
cc: Susan Morales, Assistant, Economic Development Agency
Mac Nichols, Program Manager, Technical Services, NMSC
C�
t
cL scrt 10 na t
C C)17 Ic
Proposal for Services
City of San Bernardino
December 8, 1992
At the request of Timothy Steinhaus, Administrator, Economic Development Agency, City
of San Bernardino, the National Main Street Center (NMSC), a program of the National
Trust for Historic Preservation, proposes to provide technical assistance in the form of a site
assessment and evaluation of the central business district of San Bernardino based upon the
NMSC's four point approach methodology.
This proposal further includes a series of focus groups with downtown revitalization
stakeholders such as the local Chamber of Commerce, the newly appointed advisory board,
and members of the previous board of directors, to 'iscuss needs and issues of the
downtown area and recent changes in City managemer , this function.
Through the examination of pertinent materials, on-site interviews, and focus groups, the
NMSC will make the following assessments:
1. Evaluation of the utilization and success of the four point approach.
a) Functions and responsibilities of the current staff positions;
b) Current and proposed programs designed to induce economic
restructuring of the Main Street Program Area, including their
implementation;
c) Current promotional activities and special events developed to increase
pedestrian activity in the downtown area;
d) Current advertising programs and overall marketing efforts to increase
awareness of the entire program;
2. Evaluation of public/private participation relative to funding of existing
programs and overall organizational structure.
3. Evaluation of current membership participation and recruitment efforts.
I 0001111h.
Description of Services
The NMSC proposes to provide the following services:
1. San Bernardino Site Assessment: The site assessment will be conducted by two
NMSC program associates during a three day visit to San Bernardino. During the
first two days they will tour the downtown area, interview representatives of public
agencies, private organizations, and individuals concerned with the revitalization of
the commercial district. They will also meet with larger focus groups, such as the
local Chamber of Commerce and the newly appointed advisory board.
2. City/Staff Consultations: On day three NMSC staff will develop verbal
recommendations in keeping with the items listed above (#143),based on materials
reviewed on and off-site, on interviews conducted, on focus group input, on staff
input, and on experience gathered through the National Main Street Center's work
in other, similar programs.
NMSC staff will be prepared to present these findings to designees of the City
Council, to appropriate staff of the Economic Development Agency and any other
interested persons agreed to by the City, either in a public or private forum.
3. Wri tten Report: Within six weeks of the site visit the e NMSC will produce ten (10)
bound copies of a written report of its findings, specifically as they relate to item #1
through #3 above and within the context of the four point approach.
4. Network Membership: As a part of this contract proposal the National Main Street
Center will include a one year Network Membership. This allows the member total
access to our resource library (staffed by a full-time employee, usisng telephone or
written requests for services), a monthly newsletter, and periodic updates of Main
Street activities on a national basis.
Budget
The services outlines are budgeted at a cost not to exceed $9,000, including all time,
materials and expenses. (If a Network Membership is not desired, the cost would be
reduced by $195.) This quotation is based upon the current schedules of the NMSC
services, fees, and expenses estimated using federal guidelines. The amount quoted is valid
for a period of 90 days from the date of this proposal and is subject to adjustment after that
time.