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ORDINANCE 1676ORDINANCE NO. 1676 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF EL SEGUNDO APPROVING AND ADOPTING AMENDED AND RESTATED BYLAWS OF THE EL SEGUNDO SENIOR CITIZEN HOUSING CORPORATION The City Council of the city of El Segundo does ordain as follows'. SECTION 1: The City Council finds and declares as follows: A. The Senior Citizen Housing Board Corporation was established on October 23, 1984 by City Council after funding for the Park Vista Housing Facility received voter approval on November 8, 1983. B. The Corporation is a 501(c)(3) non-profit public benefit corporation formed to administer the operation of the Park Vista senior housing facility and to encourage affordable housing for senior residents within the City's jurisdiction. C. The Corporation's board is comprised of five directors designated by City Council. Each director holds office for four years. D. The City Council wishes to amend the bylaws of the Corporation to add one non -voting member to the board, which member must be a current tenant of the Park Vista senior housing facility. The addition of a Park Vista resident to the board will help to ensure that the voting members of the board hear and consider input from the tenants' perspective on each item of business. The participation of the non -voting member will not be necessary to constitute a quorum of the board. SECTION 2: Environmental Assessment. Based on the findings in Section 1 and the evidence in the record as a whole, the City Council finds that the Ordinance is exempt from the California Environmental Quality Act ("CEQA") (Pub. Resources Code, § 21000 et seq.) pursuant to section 15061(b)(3) of the Guidelines, because it consists only of regulatory changes with respect to the composition of the El Segundo Senior Citizen Housing Corporation's Board of Directors, and, therefore, it can be seen with certainty that there is no possibility that the Ordinance may have a significant effect on the environment. SECTION 3: Action. The City Council hereby approves and adopts the Amended and Restated Bylaws of the El Segundo Senior Housing Corporation in the form attached hereto and incorporated herein by this reference. SECTION 4: Electronic Signatures. This Ordinance may be executed with electronic signatures in accordance with Government Code § 16.5. Such electronic signatures will be treated in all respects as having the same effect as an original signature. Ordinance No. 1676 Page 1 SECTION 5; Construction. This Ordinance must be broadly construed to achieve the purposes stated in this Ordinance. It is the City Council's intent that the provisions of this Ordinance be interpreted or implemented by the City and others in a manner that facilitates the purposes set forth in this Ordinance. SECTION 6: Severability. If any part of this Ordinance or its application is deemed invalid by a court of competent jurisdiction, the City Council intends that such invalidity will not affect the effectiveness of the remaining provisions or applications and, to this end, the provisions of this Ordinance are severable. SECTION 7: Effect of Repeal. Repeal of any provision of the El Segundo Municipal Code does not affect any penalty, forfeiture, or liability incurred before, or preclude prosecution and imposition of penalties for any violation occurring before this Ordinance's effective date. Any such repealed part will remain in full force and effect for sustaining action or prosecuting violations occurring before the effective date of this Ordinance. SECTION 8: Recordation. The City Clerk, or designee, is directed to certify the passage and adoption of this Ordinance; cause it to be entered into the City of El Segundo's book of original ordinances; make a note of the passage and adoption in the records of this meeting; and, within 15 days after the passage and adoption of this Ordinance, cause it to be published or posted in accordance with California law. SECTION 9: Effective Date. This Ordinance will become effective 30 days following its passage and adoption. PASSED AND ADOPTED this 2nd day of September 2025. APPROVED AS TO FORM: Mark D. Hens( ,City Attorney ATTEST: Sa n Trua)(, CityCI Chris Pimentel, Mayor Ordinance No. 1676 Page 2 CERTIFICATION STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS CITY OF EL SEGUNDO ) I, Susan Truax, City Clerk of the City of El Segundo, California, do hereby certify that the whole number of members of the City Council of said City is five; that the foregoing Ordinance No. 1676 was duly introduced by said City Council at a regular meeting held on the 19t" day of August 2025, and was duly passed and adopted by said City Council, approved and signed by the Mayor, and attested to by the City Clerk, all at a regular meeting of said Council held on the 2"d day of September, 2025, and the same was so passed and adopted by the following vote: AYES: Mayor Pimentel, Mayor Pro Tern Baldino, Council Member Boyles, Council Member Giroux and Council Member Keldorf NOES: None ABSENT: None ABSTAIN: None WITNESS MY HAND THE OFFICIAL SEAL OF SAID CITY this 2"d14'ay of September, 2025. Sugan'Trb4ty Clerk of the City of 171segundo, California Ordinance No. 1676 Page 3 of the EL SI GUNDO SENIOR CITIZEN HOUSING CORPORATION A California Nonprofit Public Benefit Corporation Amended and Restated, Effective October 2, 2025. Section 1. priqcx Zal Office. The principal of"llice for the transaction of"the activities and affairs of the El Segundo Senior Citizen blousing, Corporation (hereinafter "Corporation") is located at the City Hall (350 Main Street) of the City of FIA Segundo, California, 90245. The Hoard of Directors (hereinafter, "Board") may change the principal office front one location to another. Any change of location of the principal office shall be noted by tlae Secretary oil these bylaws opposite this Section, or this Section may be amended to state the new location. Section 2. 1'urr>oses and LAmitations. A. The purposes for which this Corporation is formed are: (1) To establish policies for the operation of and to operate the City of'Ef Segundo Senior Citizen Housing Project. (2) To provide affordable housing opportunities for El Segundo senior Residents. (3) To promote the conarnon good and general welfare of the senior Residents of the City of El Segundo and , (4) Any other purposes beneficial to the public. B. The limitations of the activities of this Corporation are as follows: (1) No substantial part of tlae activities of this Corporation shall consist of carrying, on propaganda, or otherwise attempting to influence legislation, nor shall this Corporation participate or intervene directly or indirectly, in any political campaign (including publishing or distribution of statements) on behalf of or against any candidate for public office. (2) This Corporation is organized and operated exclusively for social welfare put -poses within the meaning of Section 501(c)(3) of the Internal Revenue Code. Notwithstanding any other provision of these articles, the Corporation shall not, except to an insubstantial degree, carry on or engage in any other activities or exercise any powers not permitted to be carried on or exercised by a corporation exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue Code. Section 3. Members. This corporation shall have no members. Section 4. Directors. A. Powers: Subject to the provisions and limitations ofthe California Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the Articles of Incorporation, the Operating Agreement between the City of El Segundo and the Corporation and these Bylaws, the Corporation's activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board. B. Specific Powers: Without prejudice to the general powers set forth above, but subject to the same limitations, the Directors shall have the power to: (1) Change the principal office or the principal business office in California from one location to another, and designate any place for holding any meeting ofthe Board. (2) Adopt and use a corporate seal and alter the form ofthe seal. (3) Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation's purposes in the Corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities. C. Number and Qualifications of Directors: (1) Number: The Board of Directors shall be comprised of five voting directors and one non -voting director. (2) Qualifications: All voting directors must be residents of El Segundo. The non -voting director must be a current tenant residing in the El Segundo Senior Citizen Housing Project (Park Vista). `a (3) All Directors shall be designated by the City Council of El Segundo. Each Director- shall hold office for fouryearss, except that the initial Directors shall hold office for staggered terms of, one, two, three or four years, as designated by the City Council. Any Director may repeat consecutive terms if recommended by the remaining Directors and approved by City Council. D. Vacancies on Board: (1) Events Causing Vacancy - A vacancy or vacancies on the Board shall exist oil the occurrence of the following-. (a) the death of resignation of any Director; (b) the declaration by resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by order of court, convicted of a felony, or fbund by final order of-judgirient of any court to have breached a duty Under Article 3 of Chapter 2 of the California Nonprofit Public Benefit Corporation Law; (c) the declaration by resolution of the Board of a vacancy in the office of a Director who has failed to attend and participate in three (3) consecutive regular meetings of" -the Board orwho has failed to attend arid participate in rive (5,) ineetings of the Board over, the Course of one year. This piovision shall be reviewed annually by the Board at its annual meeting and revised as necessary. (2) Resignations - Except as provided below, any Director may resign by giving written notice to the President or the Secretary. The resignation shall be effective when the notice is given unless it specifies a later firrie (not to exceed sixty days) for the resignation to becorne effective. Except on notice to the Attorney General of California, no Director may resign if the Corporation would be left without a duly elected Director or Directors, (3) Filling' acancies - Within thirty (30) days, of the occurrence ofa vacancy or vacancies pursuant to Sections 41)(1) or (2) above, the Board shall identify the area(s) of expertise needed by a replacement Director or Directors and shall advise City Council, in writing, of the existence of a vacancy and the criteria to be evaluated in filling the vacancy, The City Council shall, actively advertise any vacancy. Utilizing the criteria identified by the Board, City Council shall appoint a replacement Director or Directors to fill the unexpired term or terms within sixty (60) days after receiving notice of the existence of such vacancy or vacancies. (4) No Vacancy on Reduction ofNumber of Directors -- No reduction ofthe authorized number of Directors shall have the efhect of removing any Director before that Director's tenn of office expires. D. Directors' Meetings: (1) Place of Meetings - Meetings of the Board shall be held at any place that has been designated by resolution of the Board or in the notice of the meeting or, if not so designated, at the principal office of the Corporation. (2) Annual Meeting - Immediately after each annual meeting, the Board shall hold a regular meeting for purposes of organization, election of officers, and transaction of other business. The annual meeting is designated as the July meeting. (3) Other Regular Meetings - Other regular meetings of the Board may be held at such time and place as the Board may fix. Meeting dates and times are posted three days in advance of each meeting. (4) Special Meetings - Authority to Call - Special meetings of the Board for any purpose may be called at any time by the President or Vice President, or the Secretary or any two Directors. (5) Notice. Notice of the time and place of special meetings shall be given to each Director by one of the following methods (a) by personal delivery of written notice; (b) by first-class mail, postage prepaid return receipt requested; (c) or by telephone, either directly to the Director or to a person at the Director's office or residence who would reasonably be expected to communicate that notice promptly to the Director. All such notices shall be given or shown on the records of the Corporation. Notices sent by first-class mail shall be deposited in the United States mail at least six days before the time set for the meeting. Notices given by personal delivery or telephone shall be delivered or telephoned at least 48 hours before the time set for the meeting. The notice shall state the time of the meeting, and the place if the place is other than the principal office of the Corporation. It need not specify the purpose of the meeting. (6) t uorurn - A majority of the authorized number of voting Directors (or such reduced (1cxmber1 if a vacancy or vacancies exist) shall constitute a quorum for the transaction ofbusiness. (7) Waiver of Notice - Notice of a meeting need not be given to any Director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the rneeting. The waiver ofnotice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part Orthe 111inUtes of the meetings.. Notice of a meeting need not be given to any Director who attends the rneeting and does not protest, before or of the commencement of the meeting, the lack of notice to him or her. (8) Adjournment - A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. (9) Notice of Adjourned Meeting - Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the Directors who were not present at the time ofthe adjournment. Section S. Officers. A. Officers of the Corporation: The officers of the Corporation shall consist of the President, Vice President:, the Secretary, and the Chief Financial Officer. No two offlices may be concurrently held by the same person. Should both the President and Vice President be absent from a meeting, the most senior Director who is neither Secretary nor Chief Financial Officer shall be acting President. B. Election ofOfficers: The Board of Directors shall elect all officers of the Corporation for terms of one year, or until their successors are elected and qualified. Officers shall be elected at the annual meeting. C. Responsibility of Officers: (1) President - The President shall be the general manager of tile Corporation and shall supervise, direct, and control the Corporation's activities, affiairs, and officers. flie President shall preside at all Board meetings. The President shall be responsible for representing the Corporation, before -other governmental agencies. The President shall have such other powers and duties as the Board or the bylaws may prescribe. (2) Vice President - If the President is absent or disabled, the Vice President shall perforni all duties Of the president. When so acting, the Vice President shall have all powers of and be subject to all restrictions of the President. The Vice President shall have such other powers and perform such other duties as the Board or the bylaws may prescribe. (3) Secretary - `Fhe Secretary slia] I keep or cause to be kept, at the Corporation's principal office or such other place as the Board may direct, a book Of MillUtes, of all meetings, proccedings, and actions of the Board, and of committees of the Board. "flue minutes of meetings shall include the time and place that the meeting was held, whether the meeting was annual, regular, or special, and, if special, how authorized, tile notice given, the names of those present at Board and committee meetings. The Secretary shall keep or cause to be kept, at the principal office in California, a copy of the Articles of Incorporation and bylaws, as amended to date. The Secretary shall give, or cause to be given, notice of all meetings of the Board and of committees of the Board required by these bylaws to be given. The Secretary shall keep the Corporate seal in safe custody and shall have such other powers and perform such other duties as the Board or the bylaws may prescribe. (4) Chief Financial Officer - a. Books of Accounts - The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books of accounts of the Corporation's properties and transactions. The Chief Financial Officer shall send or cause to be given to the Directors such financial statements and reports as are required to be given by law, by these bylaws, or by the Board.. "I'he books of accounts shall be open to inspection by any Director at all reasonable times. b. Deposit and Disbursement of Money and Valuables - The Chief Financial Officer shall deposit, or cause to be deposited all money and other valuables in the naine and to the creditof tile Corporation with such depositories as the Board may designate; shall disburse the Corporation's funds as the Board may order; shall render to the President and the Board, when requested, an account of all transactions as the Chief Financial Officer and of the financial condition of the Corporation; and shall have such other powers and perform such other duties as the Board or the bylaws may prescribe. C. Bond - If required by the Board, the Chief Financial Officer shall, at the expense of the Corporation, give the Corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the Corporation of all its books, papers, vouchers, money, and other property of every kind in the possession or render the control of the Chief Financial Officer on his or her dearth, resignation, retirement, or removal frorn office. Section b, Indemnification. A. Right of Indemnification: To the fullest extent permitted by law, this Corporation shall indemnify its Directors, Officers, employees, and other persons described in Section 5238(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fees, settlements and other amounts actually rind reasonably incurred by them in connection with any "proceeding", as that term is used in that Section, and including an action by or in the right of the Corporation, by reason of"the fact that the person is or was a person described in that section. "Expenses", as used in this bylaw, shall have the same meaning as in Section 5238(a) of the California Corporation Code. B. Approval of Indemnity: Oil written request to the Board .by any person seeping indemnification under Section 5238(b) or Section 5238(c) of the California. Corporation Code, the Board shall promptly determine under Section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of Directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of quoruin of Directors who are not parties to that proceeding, the Board shall promptly call a meeting of City Council. At that meeting, the Council shall determine under Section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the Council members present at the meeting in person or by proxy shall authorize indemnification. C. Advancement of Expenses: To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Section 6 of these bylaws in defending any proceeding covered by those Sections shall be advanced by the Corporation before final disposition of the proceeding. On receipt of the Corporation of an undertaking by or on behalf of that person, the advance will be repaid, unless it is ultimately determined that the person is entitled to be indemnified by the Corporation for those expenses. Section 7. Insurance. The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its Officers, Directors, employees, and other agents,, against any liability asserted against or incurred by any Officer, Director, employee, or agent in such capacity or arising out ofthe Officer's Director's, employee's, or agent's status as such. Section S. Amendments. These bylaws may be amended or repealed and new bylaws adopted by the vote of a majority of the members of the Board of Directors. No bylaw shall be amended or repealed and new bylaws shall not be adopted, without the prior approval ofthe City Council.