ATTACHMENT A

 

Second Amended and Restated Bylaws

of

Santa Monica Pier Restoration Corporation

a California nonprofit public benefit corporation

 

 

Article I.Offices

 

 

Section 1†††††††† Principal Office.†† The corporation's principal office shall be fixed and located at such place in the City of Santa Monica, California as the Board of Directors (herein called the "Board") shall determine.The Board is granted full power and authority to change said principal office from one location to another.

 

Section 2.†† ††† Other Offices.††Branch or subordinate offices may be established at any time by the Board at any place or places.

 

 

Article II.Members

 

Section 1.††††††† Member.The City of Santa Monica shall be the sole Member (herein called the "Member" of this corporation and shall act through its City Council (the "City Council") in accordance with the City Charter, the City's Municipal Code and the applicable state laws.The function of the Member shall be to elect the Board of Directors, to initiate and approve any amendment to these Bylaws, to approve the corporation's budget and to perform other duties as the Board of Directors may from time to time assign or establish with the prior approval of the Member.

 

Section 2.††††††† Meetings of Member.There shall be an annual meeting of the Member of this corporation held each year during the second week of November or as soon thereafter as possible at such time and place as may be determined by the Member.A special meeting of the Member may be held upon call by the Member. All meetings of the Member shall be conducted at meetings of the City Council, and shall be placed on the agenda of the City Council meetings in accordance with the City Council's regular procedures.

 

Section 3.††††††† Notice of Meetings.†† Written notice of each annual or special meeting shall be given to the Member either personally or by mail or other means of written communication, charges prepaid, addressed to such Member as follows: City of Santa Monica, 1685 Main Street, Santa Monica, California 90401, Attention: Office of the City Clerk or to such other address or addresses as shall be given by it to the corporation for the purposes of notice.All such notices shall be sent to the Member not fewer than ten (10) nor more than ninety (90) days before each meeting; shall specify the place, day and hour of such meeting; shall state the general matter of the business or proposal to be considered or acted upon at such meeting; and shall contain a request that the City Clerk ("City Clerk") of the City of Santa Monica give such public notice of the meeting as may be required by the Ralph M.Brown Act (California Government Code sections 54950 et seq.).Such notice shall also be given to the City Manager (the "City Manager") of the City of Santa Monica.Such notice shall comply with section 5511 of the California Nonprofit Public Benefit Corporation Law.

 

Section 4.††††† Quorum.The presence in person of a majority of the City Council shall constitute a quorum for the transaction of business at all meetings.

 

Section 5.††††††† Action.Membership action shall be effective upon written notification to the corporation by the City Clerk.

 

Section 6.††††† Associates.Nothing in the Article II shall be construed as limiting the right of the corporation to refer to persons associated with it as "members" even though such persons are not members, and no such reference shall constitute anyone a member, within the meaning of Section 5056 of the California Nonprofit Public Benefit Corporation Law.The corporation may confer by amendment of its Articles or of these Bylaws some or all of the rights of a member, as set forth in the California Nonprofit Public Benefit Corporation Law, upon any person or persons who do not have the right to vote for the election of directors or on a disposition of substantially all of the assets of the corporation or on a merger or on a dissolution or on changes to the corporation's Articles or Bylaws, but no such person shall be a member within the meaning of said Section 5056.

 

Article III.Directors

 

Section 1.††††† Powers.Subject to limitations of the Articles and these Bylaws, the activities and affairs of the corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board.The Board may delegate the management of the activities of the corporation to an Executive Director and Staff, to any other person or persons, or to committees however composed, including, without limitation, the Executive Committee referred to in Section 15 of this Article III below, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws:

 

(a)†††††† To select and remove an Executive Director, officers, agents, and employees of the corporation, prescribe powers and duties for them as may not be inconsistent with law, the Articles, or these Bylaws, fix their compensation, and require from them security for faithful service; provided, however, that the selection of the Executive Director of the corporation shall be subject to the express written consent of the City Manager.

 

(b) ††††† To adopt, make and use a corporate seal and to alter the form of such seal from time to time as they may deem best.

 

(c) ††††† To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefor, subject, however, to the prior written approval of the Member.

 

(d) ††††† To carry on a business at a profit and apply any profit that results from the business activity to any activity in which it may lawfully engage, subject, however, to the restrictions contained in the Articles.

 

(e)†††††† To assist the Executive Director and Chief Financial Officer in the establishment of a budget for the corporation with the Member, and to oversee implementation of the budget by the Executive Director.

 

(f)††††††† To act as an advocate for the Santa Monica Pier before the citizens of the City of Santa Monica and the Member, as well as to act to implement the goals of such citizens and the Member with respect to the Santa Monica Pier.

 

Without limiting the generality or specificity of the foregoing, the Board generally shall delegate the daily management of the operations and affairs of the corporation to its Executive Director and/or its Executive Committee shall oversee such management and shall establish policies and procedures therefor.

 

Section 2.††††††† Number of Directors.†† The authorized number of directors shall be eleven (11) until changed by amendment of the Articles or by a Bylaw.

 

Section 3.††††† Election and Term of Office.†† Directors shall be elected by the Member.Directors shall serve for a term of four years.Notwithstanding the foregoing, Directors shall be appointed and hold office consistent with Member policy.The Member shall adopt a nomination and election procedure that will comply with Section 5520 of the California Nonprofit Public Benefit Corporation Law.

 

Section 4.††††† Vacancies.†† Subject to the provisions of Section 5226 of the California Nonprofit Public Benefit Corporation Law, any director may resign effective upon giving written notice to the Chair of the Board, the Secretary, or the Board, unless the notice specifies a later time for the effectiveness of such resignation.If the resignation is effective at a future time, a successor may be elected before such time, to take office when the resignation becomes effective.

 

Vacancies in the Board shall be filled by the Member.Each director so selected shall hold office until the expiration of the term of the replaced director and until a successor has been elected and qualified.

 

A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation, or removal of any director, or if the authorized number of directors is increased.

 

The Board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or found by a final order or judgment of any court to have breached any duty arising under Article 3 of the California Nonprofit Public Benefit Corporation Law or who has failed to attend six (6) regular meetings of the Board within a twelve (12) month period.A director may be removed without cause by the vote of five (5) City Council members.A removed director's successor may be elected immediately.

 

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of the director's term of office.

 

Section 5.††††††† Place of Meeting.†† Meetings of the Board shall be held at any place within the City of Santa Monica, State of California which is open to the public and which has been designated from time to time by the Board. In the absence of such designation, regular meetings shall be held at the principal office of the corporation, in which case the principal office of the corporation shall be open to the public for the meeting of the Board.

 

Section 6.††††††† Annual Meetings.The Board shall hold an annual meeting for the purpose of organization, election of officers, and the transaction of other business. An annual meeting may be held as part of a regular meeting.

 

Section 7.††††††† Regular Meetings.†† Regular meetings of the Board shall be held on such dates and at such times as may be fixed by the Board.At least ten (10) monthly meetings shall be held during each full fiscal year.Notice of regular meetings shall be published once in a newspaper of general circulation in the City of Santa Monica and shall be sent to the City Clerk and the City Manager not fewer than four (4) nor more than ten (10) days before such meeting.The notice shall specify the business intended to be conducted at the meeting, but any business transacted at such meeting shall be validly conducted, so long as not otherwise inconsistent with law, the Articles or these Bylaws. All regular meetings shall be noticed pursuant to the requirements of the Ralph M. Brown Act, Government Code section 54950 et seq.

 

 

Section 8.††††††† Special Meetings.†† Special meetings of the Board for any purpose or purposes may be called at any time by the Chair of the Board, the Executive Director, any Vice Chair, the Secretary, or any seven (7) directors.

 

Special meetings of the Board shall be held upon four days notice by first-class mail or 48 hours notice given personally or by telephone, telegraph, telex, or other similar means of communication.Any such notice shall be addressed or delivered to each director at such director's address as it is shown upon the records of the corporation or as may have been given to the corporation by the director for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held.Such notice shall also be given to: (a) Two (2) daily newspapers of general circulation in the City of Santa Monica; (b) such other news media in the County of Los Angeles that has filed a written request therefor with the Secretary of the corporation; and (c) the City Clerk and the City Manager.The notice shall specify the purpose of the meeting, but any business transacted at such meeting shall be validly conducted, so long as not otherwise inconsistent with law, the Articles or these Bylaws. be noticed pursuant to the requirements of the Ralph M. Brown Act, Government Code section 54950 et seq.

 

 

Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mails, postage prepaid.Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient.Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the receiver.

 

Section 9.††††† Quorum.†† Six (6) directors constitute a quorum of the Board for the transaction of business, except to adjourn as provided in Section 12 of the Article III.Every act or decision done or made by a majority of the number of directors authorized by these Bylaws shall be regarded as the act of the Board, unless a greater number is required by law,by the Articles or by these Bylaws.

 

Section 10.††††† Participation in Meetings by Conference Telephone.Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all persons participating in or present at such meeting can hear one another, and so long as not less than a quorum of the Board is present in person at the meeting.In order to vote at such a meeting, any director participating through the use of conference telephone or similar communications equipment must have so participated for the entire portion of such meeting preceding such vote.

 

Section 11.††††† Waiver of Notice.Notice of a meeting need not be given to any director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director.All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.

 

Section 12.††† Adjournment.A majority of the directors present, whether or not a quorum is present, may adjourn any directors' meeting to another time and place.Notice of the time and place of holding an adjourned meeting need not be given to absent directors, nor to the news media, the City Clerk or the City Manager if the time and place is fixed at the meeting adjourned, except as provided in the next two sentences.If the meeting is adjourned for more than seventy-two (72) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.A written notice of adjournment setting forth the time and place of the adjourned meeting 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 adjournment, and shall remain posted until at least the time specified therein for the commencement of the adjourned meeting.

 

Section 13.††† Public Meetings.All meetings of the Board shall be open and public, and any person shall be permitted to attend any meeting of the Board, except as otherwise provided in this section.Members of the public shall be entitled to participate in accordance with such rules as may be adopted by the board from time to time.Nothing contained in this section or these Bylaws shall be construed to prevent the Board from holding closed sessions to the extent permitted by applicable law (a) for the purpose of discussing matters related to litigation, including pending, threatened or anticipated litigation; (b) to consider the appointment, employment, evaluation of performance, or dismissal of an employee or to hear complaints or charges brought against an employee by another person or employee unless such employee requests a public hearing or (c) for such other purposes as may be permitted by the Ralph M.Brown Act (California Government code Sections 54950 et seq.); provided, however, that the final vote of the Board on any action to be taken by the corporation with respect to the appointment, employment or dismissal of an employee shall be taken at a meeting of the Board while such meeting is open to the public.

 

Section 14.††††† Right of lnspection.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 corporation.

 

Section 15.††††† Committees.The Board may appoint one or more committees, each consisting of two or more directors, and delegate to such committees any of the authority of the Board except with respect 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;

 

(b)††† The filling of vacancies on the Board or in any committee which has the authority of the Board;

 

(c)††† The fixing of compensation of the directors for serving on the Board or

on any 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 committees of the Board or the members thereof;

 

(g)       The expenditure of corporate funds to support a nominee for director; or

 

(h)       The approval of any self-dealing transaction, as such transactions are defined Section 5233(a) of the California Nonprofit Public Benefit Corporation Law.

††††††††

Without limiting the foregoing, the primary purpose of the committees of the Board shall be to advise the Executive Director with respect to the Executive Director's management of the affairs and operations of the corporation and to advise the Board as a whole with respect to the establishment of general policy and direction of the corporation.

 

Any such committee must be created, and the members thereof appointed, by resolution adopted by a majority of the authorized number of directors then in office, provided a quorum is present, and any such committee may be designated an Executive Committee or by such other name as the Board shall specify.The Board may appoint, in the same manner, 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.Unless the board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article III applicable to meetings and actions of the Board.

When a joint meeting of the Committee and a special meeting of the Board are held together, and a vote is taken at such meeting, the vote shall be considered to be only a Committee vote, and shall need to go to a regular or special (but non-joint) meeting of the Board to be considered adopted as a policy of the board.The Board will recommend to Committee chairs or other persons running meetings that they shall announce this by-law at the beginning and end of the joint meeting so as to avoid confusing the public and media into thinking that the Board has acted.Minutes shall be kept of each meeting of each committee.

 

Section 16.††††† Fees and Compensation.Directors and members 'of committees shall receive no compensation for their services as such directors or members, but may receive reimbursement for expenses, as may be fixed or determined by the Board.

 

 

Article IV.Transactions In Which Directors

Have Material Financial Interest

 

 

Section 1.††††††† Prohibition Against Self-Dealing Transactions.The corporation shall not enter into any transaction in which one or more of its directors has a material financial interest, unless the transaction meets the requirements of paragraph (a), (b) or (c) of Section 2 of this Article IV.For purposes of this Article IV, a "self-dealing transaction" means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest.For purposes of this Article IV, such a director is referred to an "interested director." This section shall not be construed to prohibit (a) a transaction which is part of a public or charitable program of the corporation if it: (i) is approved or authorized by the corporation in good faith and without unjust favoritism; and (ii) results in a benefit to one or more directors or their families because they are in the class of persons intended to be benefited by the public or charitable program; or (b) a transaction, of which the interested director or directors have no actual knowledge, and which does not exceed the lesser of 1 percent of the gross receipts of the corporation for the preceding fiscal year or one hundred thousand dollars (100,000).

 

Section 2.††††††† Permitted Self-Dealing Transactions.The corporation shall be authorized to engage in a self-dealing transaction if:

 

(a)†††††† The California Attorney General or the court in an action in which the California Attorney General is an indispensable party, has approved the transaction before or after it was consummated; or

 

(b)†††††† The following facts are established:

 

(i)              The corporation entered into the transaction for its own benefit;

(ii)            The transaction was fair and reasonable as to the corporation at the time the corporation entered into the transaction;

 

(iii)          Prior to consummating the transaction or any part thereof, the Board authorized or approved the transaction in good faith by a vote of a majority of the directors then in office without counting the vote of the interested director or directors, and with the knowledge of the material facts concerning the transaction and the directorís interest in the transaction.Except as provided in paragraph (c) of this Section 2, action by a committee of the Board shall not satisfy this paragraph; and

 

(iv)          (A)††††† Prior to authorizing or approving the transaction the Board considered and in good faith determined after reasonable investigation under the circumstances that the corporation could not have obtained a more advantageous arrangement with reasonable effort under the circumstances; or

 

(v)            (B)†††††† The corporation in fact could not have obtained a more advantageous arrangement with reasonable effort under the circumstances; or

 

(c)             The following facts are established:

 

(i)††††††† A committee or person authorized by the Board approved the transaction in a manner consistent with the standards set forth in paragraph (b) of this Section 2;

 

(ii)            It was not reasonably practicable to obtain approval of the Board prior to entering into the transaction; and

 

(iii)          The Board, after determining in good faith that the conditions of subparagraphs(i) and (ii) of this paragraph were satisfied, ratified the transaction at its next meeting by a vcote of the majority of the directors then in office without counting the vote of the interested director or director

 

Section 3.†††††† Prohibited Loans and Guarantees.The corporation shall not make

any loan of money or property to or guarantee the obligation of any director or officer, unless approved by the California Attorney General, except that:

 

(a) The corporation may advance money to a director or officer of the corporation for expenses reasonably anticipated to be incurred in the performance of the duties of such officer or director, provided that in the absence of such advance, such director or officer would be entitled to be reimbursed for such expenses by the corporation; and

 

(b) The corporation may pay premiums in whole or in part on a life insurance policy on the life of the director or officer so long as repayment to the corporation of the amount paid by it is secured by the proceeds of the policy and its cash surrender value.

 

Article V.Officers

 

 

Section 1.†††† Officers.The officers of the corporation shall be a Chair of the Board, an Executive Director a Secretary, and a Treasurer. and a Chief Financial Officer.The corporation may also have, at the discretion of the Board, one or more Vice-Chairs, one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article V.Any number of offices may be held by the same person except as provided in the Articles or in these Bylaws and except that neither the Secretary, any Assistant Secretary, the Treasurer, nor any Assistant Treasurer may serve concurrently as the Executive Director or the Chair of the Board.

 

Section 2.†††† Election.The officers of the corporation, except the Executive Director and such other officers as may be elected or appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen annually by, and 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 successors shall be elected.

 

Section 3.†††† Subordinate Officers.The Board may elect, and may empower the Chair of the Board to appoint, the Executive Director and elect such other officers as the business of the corporation may require, each of whom shall hold office 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.

 

Section 4.†††††† Removal and Resignation.Any officer may be removed, either with or without cause, by the Board at any time or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment of the officer.

Any officer may resign at any time by giving written notice to the corporation, but without prejudice to the rights, if any, of the corporation 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.†††† Vacancies.A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office, provided that such vacancies shall be filled as they occur and not on an annual basis.

 

Section 6.†††† Chair of the Board.The Chair of the Board shall, if present, preside at all meetings of the Board and exercise and perform such other powers and duties as may be assigned from time to time by the Board.The Chair of the Board must be a director of the corporation.

 

Section 7.†††† Executive Director.Subject to such powers, if any, as may be given by the Board to the Chair of the Board, the Executive Director shall be the chief executive officer and chief operating officer of the corporation and shall have, subject to the control of the Board, general supervision, direction and control of the business and other officers of the corporation.At the Board's discretion, the Executive Director shall have the general powers and duties of management usually vested in the office of the president of a corporation and such other powers and duties as may be prescribed by the Board.Without limiting the generality or specificity of the foregoing, with the advice of the Board and any committees of the Board, the Executive Director shall be the primary authority and representative of the corporation in dealing with the Member and shall have the authority and responsibility to manage the day to day affairs of the corporation, including, without limitation, the budget of the corporation and other financial matters of the corporation in concert with the Chief Financial Officer, subject to the oversight and general direction of the Board.The Executive Director shall not be a director of the corporation.

 

Section 8.†††† Vice Chairs.In the absence or disability of the Chair of the Board, the Vice-Chairs, if any are appointed, in order of their rank as fixed by the Board or, if not ranked, the Vice-Chair designated by the Board, shall preside at meetings of the Board and shall perform all the duties of, and be subject to all the restrictions upon, the chair of the Board.The Vice-Chairs shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board.All Vice-Chairs must be directors of the corporation.

 

Section 9.†††† Secretary.†† The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may order, a book of minutes of all meetings of the Board and its committees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, and the proceedings thereof.The Secretary shall keep, or cause to be kept, at the principal office in the State of California, the original or a copy of the corporation's Articles and Bylaws, as amended to date.

 

The Secretary shall give, or cause to be given, notice of all meetings of the Board and any committees thereof required by these Bylaws or by law to be given, shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.In the absence or disability of the Chair of the Board and all Vice-Chairs, the Secretary shall preside at meetings of the Board if the Secretary is a director of the corporation.The Secretary mustmay but need not be a director of the corporation.

 

Section 10.†††† Treasurer.The Treasurer shall have such duties and responsibilities with respect to the finances and accounts of the corporation as may be prescribed for the Treasurer by the Board from time to time, which may include, without limitation, oversight of financial activitiessupervising the activities of the Chief Financial Officer and chairing any audit or budget committee established by the Board.In the absence or disability of the Chair of the Board, all Vice-Chairs, and the Secretary, the Treasurer shall preside at meetings of the Board.The Treasurer mustmust be a director of the corporation.

 

Section 11.†††† Chief Financial Officer.The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation.The books of account shall at all times be open to inspection by any director.

 

The Chief Financial Officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such may be designated by the Board.The Chief Financial Officer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the Executive Director and directors, whenever they request it, an account of all transactions as Chief Financial Officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board.The Chief Financial Officer may but need not be a director of the corporation.

 

 

Article VI.Reports, Records And Rights Of Inspection

 

 

Section 1.††††††† Annual Report to Member.Within ninety (90) days after the close of the corporation's fiscal year, the Board shall cause an annual report of its operations to be provided to the City Council.Such report shall contain, in appropriate detail, the following:

 

a)            The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.

 

b)            The principal changes in assets and liabilities, including trust funds, during the fiscal year.

 

c)            The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year.

 

d)            The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year.

 

e)            (e)Any information required by Section 5322 of the California Nonprofit Public Benefit Corporation Law (pertaining to certain transactions and indemnifications involving interested persons).

 

f)             A narrative description of the corporationís principal activities during the fiscal year.

 

g)            Such other information concerning the corporation as may be requested by the City Council in writing not less than ninety (90) days preceding the end of such fiscal year.

 

Section 2.††††††† Records and Rights of Inspection.The corporation shall keep adequate and correct books and records of account and minutes of the proceedings of its Member, as it pertains to the Corporation, the Board and committees of the Board.Minutes shall be kept in written form.Other books and records shall be kept either in written form or in any form capable of being converted into written form.The books and records of the corporation shall be open to inspection and copying by members of the public to the same extent as the public records of the City of Santa Monica.

 

 

Article VII.Indemnification

 

 

Section 1.††††††† Statutory Indemnity.This corporation shall indemnify its Directors, officers and employees to the fullest extent permitted byof the California Nonprofit Public Benefit Corporation Law.

 

Section 2.††††††† Nonapplicability to Fiduciaries of Employee Benefit Plans.This Article VII does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in such person's capacity as such, even though such person may also be an agent of the corporation as defined in Section 1 of this Article VII.The corporation shall have power to indemnify such trustee, investment manager, or other fiduciary to the extent permitted by subdivision (f) of Section 207 of the California General Corporation Law.

 

 

Article VIII, Other Provisions

 

 

Section 1.††††† Endorsement of Documents; Contracts.Subject to the provisions of applicable law and these Bylaws, any note, mortgage, evidence of indebtedness, contract, conveyance, or other instrument in writing and any assignment or endorsement thereof executed or entered into between the corporation and any other person, when signed by (a) the Executive Director, or (b) (i) the Chair of the Board or any Vice-Chair and (b) (ii) the Secretary or the Treasurer, any Assistant Secretary, the Chief Financial Officer, or any Assistant Treasurer of the corporation shall be valid and binding on the corporation 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 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 corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount.

Section 2.††††††† Representation of Shares of Other Corporations.The Chair of the Board or any other officer or officers authorized by the Board or the Chair of the Board are each authorized to vote, represent, and exercise on behalf of the corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the corporation.The authority herein granted may be exercised either by any such officer in person or by any other persons authorized so to do by proxy or power of attorney duly executed by said officer.

 

Section 3.††††††† Construction and Definitions.Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the General Provisions of the California Nonprofit Corporation Law and in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws.

 

Section 4.††††††† Establishment of Fiscal Year.The fiscal year of this corporation shall end on June 30 of each year.

 

Section 5.††††††† Amendments.These Bylaws may be amended or repealed by the approval of the Board, effective only upon the Member's written approval given in accordance with Section 5 of Article II.

 

 

 

 

 

 

THIS IS TO CERTIFY:

 

That I am the Secretary of the Santa Monica Pier Restoration Corporation and that the above and foregoing Amended and Restated By-Laws were adopted as the By-Laws

of said corporation on the _____day of __________††††††††††† , 20_____ by the Board of Directors
thereof and approved by the Member thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this ______day of __________________, 20_____.

 

 

 

__________________________________________

††††† Secretary

 

C:\MEOdocs\kSMPRCbylawsamended.doc MEO

6/7/20115/31/201104/01/20111/31/20112/18/2011