HomeMy WebLinkAbout2007 CON Community Youth Athletic Center - CDBG 07-08SUBRECIPIENT AGREEMENT
By and Between the
City of National City and Community Youth Athletic Center
for
Program Development
THIS AGREEMENT, entered this 22 day of October, 2007 by and between the City of National Citv
(herein called the "Grantee") and Community Youth Athletic Center (herein called the
"Subrecipient").
WHEREAS, the Grantee has applied for and received funds from the United States Government under
Title I of the Housing and Community Development Act of 1974, as amended (HCD Act), Public Law
93-383; and
WHEREAS, the Grantee wishes to engage the Subrecipient to assist the Grantee in utilizing such
funds;
NOW, THEREFORE, it is agreed between the parties hereto that;
I. SCOPE OF SERVICE
A. Activities: The Subrecipient will be responsible for administering the program titled,
Program Development in a manner satisfactory to the Grantee and consistent with any
standards required as a condition of providing these funds. Such program will include
activities eligible under the Community Development Block Grant (CDBG) program, as
specified in Exhibit A, attached and incorporated herein.
B. National Obiectives: All activities funded with CDGB funds must meet one of the CDBG
program's National Objectives: benefit low- and moderate -income persons; aid in the
prevention or elimination of slums or blight; or meet community development needs
having a particular urgency, as defined in 24 CFR 570.208
The Subrecipient certifies that the activity(ies) carried out under this Agreement will meet
the National Objective of serving Low Income Persons
C. Levels of Accomplishment — Goals and Performance Measures: The levels of
accomplishment may include such measures as units rehabbed, persons or households
assisted, or meals served, and should also include time frames for performance. Refer to
Exhibit A for levels of program services.
D. Staffing: Subrecipient shall be responsible for staff and time to be allocated to each
activity, as set forthin Exhibit A, attached hereto and incorporated herein.
E. Performance Monitoring: The Grantee will monitor the performance of the Subrecipient
against goals and performance standards as stated above. Substandard performance as
determined by the Grantee will constitute noncompliance with this Agreement. If action to
correct such substandard performance is not taken by the Subrecipient within a
reasonable period of time after being notified by the Grantee, contract suspension or
termination procedures will be initiated.
II. TIME OF PERFORMANCE
Services of the Subrecipient shall start on the 15` day of July, 2007 and end on the 30th day of
June of 2008 in the case of Public Services and in the case of Capital Improvements end on
,lune 30, 2009. The term of this Agreement and the provisions herein shall be extended to
cover any additional time period during which the Subrecipient remains in control of CDBG
funds or other CDBG assets, including program income.
III. BUDGET
Any indirect costs charged must be consistent with the conditions of Paragraph VII (C)(2) of
this Agreement. Subrecipient shall adhere to the budget breakdown, attached as Fjchibit B
and incorporated herein. Any amendments to the budget must be approved in writing by both
the Grantee and the Subrecipient.
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IV. PAYMENT
It is expressly agreed and understood that the total amount to be paid by the Grantee under
this Agreement shall not exceed Fifty Thousand Dollars (S50.000). Drawdowns for the
payment of eligible expenses shall be made against the line item budgets specified in
Paragraph III herein and in accordance with performance. Expenses for general administration
shall also be paid against the line item budgets specified in Paragraph III and in accordance
with performance.
Payments may be contingent upon certification of the Subrecipient's financial management
system in accordance with the standards specified in 24 CFR 84.21.
V. NOTICES
Notices required by this Agreement shall be in writing and delivered via mail (postage
prepaid), commercial courier, or personal delivery or sent by facsimile or other electronic
means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery or
sending. All notices and other written communications under this Agreement shall be
addressed to the individuals in the capacities indicated below, unless otherwise modified by
subsequent written notice.
Communication and details concerning this contract shall be directed to the following contract
representatives:
Grantee .
Subrecipient
Contact Person:
Janet Flores
Contact Person:
Carlos Barragan, Executive Director
Organization:
City of National City
Organization:
Community Youth Athletic Center
Address: 1243 National City Boulevard
National City, CA 91950-4301
Address: 1018 National City Blvd.
National City, CA 91950
Telephone:
(619) 336-4563
Telephone:
(619) 474-2922
Email:
JFlores@ci.national-city.ca.us
Email:
cyacboxingChsbcglobal.net
VI. GENERAL CONDITIONS
A. General Compliance: The Subrecipient agrees to comply with the requirements of
Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban
Development regulations concerning Community Development Block Grants (CDBG))
including subpart K of these regulations, except that (1) the Subrecipient does not
assume the recipient's environmental responsibilities described in 24 CFR 570.604 and
(2) the Subrecipient does not assume the recipient's responsibility for initiating the
review process under the provisions of 24 CFR Part 52. The Subrecipient also agrees to
comply with all other applicable Federal, state and local laws, regulations, and policies
governing the funds provided under this contract. The Subrecipient further agrees to
utilize funds available under this Agreement to supplement rather than supplant funds
otherwise available.
B. "Independent Contractor": Nothing contained in this Agreement is intended to, or
shall be construed in any manner, as creating or establishing the relationship of
employer/employee between the parties. The Subrecipient shall at all times remain an
"independent contractor" with respect to the services to be performed under this
Agreement. The Grantee shall be exempt from payment of all Unemployment
Compensation, FICA, retirement, life and/or medical insurance and Workers'
Compensation Insurance, as the Subrecipient is an independent contractor.
C. )lold Harmless: The Subrecipient shall hold harmless, defend and indemnify the
Grantee from any and all claims, actions, suits, charges and judgments whatsoever that
arise out of the Subrecipient's performance or nonperformance of the services or subject
matter called for in this Agreement.
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D. Workers' Compensation: The Subrecipient shall provide Workers' Compensation
Insurance coverage for all of its employees involved in the performance of this
Agreement.
E. Insurance & Bonding: The Subrecipient shall carry sufficient insurance coverage to
protect contract assets from loss due to theft, fraud and/or undue physical damage, and
as a minimum shall purchase a blanket fidelity bond covering all employees in an
amount equal to cash advances from the Grantee.
The Subrecipient shall comply with the bonding and insurance requirements of 24 CFR
84.31 and 84.48, Bonding and Insurance.
F. Grantee Recognition: The Subrecipient shall insure recognition of the role of the
Grantee in providing services through this Agreement. All activities, facilities and items
utilized pursuant to this Agreement shall be prominently labeled as to funding source. In
addition, the Subrecipient will include a reference to the support provided herein in all
publications made possible with funds made available under this Agreement.
G. Amendments: The Grantee or Subrecipient may amend this Agreement at any time
provided that such amendments make specific reference to this Agreement, and are
executed in writing, signed by a duly authorized representative of each organization, and
approved by the Grantee's governing body. Such amendments shall not invalidate this
Agreement, nor relieve or release the Grantee or Subrecipient from its obligations under
this Agreement.
The Grantee may, in its discretion, amend this Agreement to conform with Federal, state
or local governmental guidelines, policies and available funding amounts, or for other
reasons. If such amendments result in a change in the funding, the scope of services, or
schedule of the activities to be undertaken as part of this Agreement, such modifications
will be incorporated only by written amendment signed by both Grantee and
Subrecipient.
H. Suspension or Termination: In accordance with 24 CFR 85.43, the Grantee may
suspend or terminate this Agreement if the Subrecipient materially fails to comply with
any terms of this Agreement, which include (but are not limited to) the following:
1. Failure to comply with any of the rules, regulations or provisions referred to herein,
or such statutes, regulations, executive orders, and HUD guidelines, policies or
directives as may become applicable at any time;
2. Failure, for any reason, of the Subrecipient to fulfill in a timely and proper manner
its obligations under this Agreement;
3. Ineffective or improper use of funds provided under this Agreement; or
4. Submission by the Subrecipient to the Grantee reports that are incorrect or
incomplete in any material respect.
The Grantee shall have the right, in accordance with 24 C.F.R. 85.43, to terminate this
Agreement immediately or withhold payment of invoice for failure of the SUB -RECIPIENT
to comply with the terms and conditions of this Agreement. Should the Grantee decide
to terminate this Agreement, after a full evaluation of all circumstances has been
completed, the SUB -RECIPIENT shall, upon written request, have the right to an appeal
process. A copy of the appeal process will be attached to any termination notice.
If the Grantee finds that the SUB -RECIPIENT has violated the terms and conditions of
this Agreement, the SUB -RECIPIENT may be required to:
1. Repay all monies received from the Grantee under this Agreement; and/or
2. Transfer possession of all materials and equipment purchased with grant money to
the Grantee.
In the case of early termination, a final payment may be made to the SUB -RECIPIENT
upon receipt of a Final Report and invoices covering eligible costs incurred prior to
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termination. The total of all payments, including the final payment, shall not exceed the
amount specified in this Agreement.
I. Termination for Convenience: In accordance with 24 CFR 85.44, this Agreement
may also be terminated for convenience by either the Grantee or the Sub -recipient, in
whole or in part, by setting forth the reasons for such termination, the effective date,
and, in the case of partial termination, the portion to be terminated. However, if in the
case of a partial termination, the Grantee determines that the remaining portion of the
award will not accomplish the purpose for which the award was made, the Grantee may
terminate the award in its entirety. Grantee and sub -recipient agree to provide written
notice to the other party thirty (30) days prior to the effective date of any termination,
in whole or part, for convenience.
VII. ADMINISTRATIVE REQUIREMENTS
A. Financial Manaaemenit:
1. Accounting Standards: The Subrecipient agrees to comply with 24 CFR 84.21-28
and agrees to adhere to the accounting principles and procedures required therein,
utilize adequate internal controls, and maintain necessary source documentation for
all costs incurred.
2. Cost Principles: The Subrecipient shall administer its program in conformance with
OMB Circulars A-122, "Cost Principles for Non -Profit Organizations," or A-21, "Cost
Principles for Educational Institutions," as applicable. These principles shall be
applied for all costs incurred whether charged on a direct or indirect basis.
B. Documentation and Record KeeDinq
1. Records to be Maintained: The Subrecipient shall maintain all records required by
the Federal regulations specified in 24 CFR 570.506, that are pertinent to the
activities to be funded under this Agreement. Such records shall include but not be
limited to:
a. Records providing a full description of each activity undertaken;
b. Records demonstrating that each activity undertaken meets one of the
National Objectives of the CDBG program;
c. Records required to determine the eligibility of activities;
d. Records required to document the acquisition, improvement, use or disposition
of real property acquired or improved with CDBG assistance;
e. Records documenting compliance with the fair housing and equal opportunity
components of the CDBG program;
f. Financial records as required by 24 CFR 570.502, and 24 CFR 84.21-28; and
g. Other records necessary to document compliance with Subpart K of 24 CFR
Part 570.
2. Retention: The Subrecipient shall retain all financial records, supporting
documents, statistical records, and all other records pertinent to the Agreement for
a period of four (4) years. The retention period begins on the date of the submission
of the Grantee's annual performance and evaluation report to HUD in which the
activities assisted under the Agreement are reported on for the final time.
Notwithstanding the above, if there is litigation, claims, audits, negotiations or other
actions that involve any of the records cited and that have started before the
expiration of the four-year period, then such records must be retained until
completion of the actions and resolution of all issues, or the expiration of the four-
year period, whichever occurs later.
3. Client Data: The Subrecipient shall maintain client data demonstrating client
eligibility for services provided. Such data shall include, but not be limited to, client
name, address, income level or other basis for determining eligibility, and
description of service provided. Such information shall be made available to Grantee
monitors or their designees for review upon request.
4. Disclosure: The Subrecipient understands that client information collected under
this contract is private and the use or disclosure of such information, when not
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directly connected with the administration of the Grantee's or Subrecipient's
responsibilities with respect to services provided under this contract, is prohibited by
the State and for Federal law unless written consent is obtained from such person
receiving service and, in the case of a minor, that of a responsible parent/guardian.
5. Close-outs: The Subrecipient's obligation to the Grantee shall not end until all
close-out requirements are completed. Activities during this close-out period shall
include, but are not limited to: making final payments, disposing of program assets
(including the return of all unused materials, equipment, unspent cash advances,
program income balances, and accounts receivable to the Grantee), and determining
the custodianship of records. Not withstanding the foregoing, the terms of this
Agreement shall remain in effect during any period that the Subrecipient has control
over CDBG funds, including program Income.
6. Audits & Inspections: All Subrecipient records with respect to any matters
covered by this Agreement shall be made available to the Grantee, grantor agency,
and the Comptroller General of the United States or any of their authorized
representatives, at any time during normal business hours, as often as deemed
necessary, to audit, examine, and make excerpts or transcripts of all relevant data.
Any deficiencies noted in audit reports must be fully cleared by the Subrecipient
within 30 days after receipt by the Subrecipient. Failure of the Subrecipient to
comply with the above audit requirements will constitute a violation of this contract
and may result in the withholding of future payments. The Subrecipient hereby
agrees to have an annual agency audit conducted in accordance with current
Grantee policy concerning subrecipient audits and OMB Circular A-133.
7. Additional Documentation: Subrecipient agrees to provide a list of its Board of
Directors, By -Laws, Exhibit C, and any additional documents, as required in Exhibit
"D" and "E," attached and incorporated herein.
C. Reporting and Payment Procedures
1. Program Income: The Subrecipient shall report quarterly all program income (as
defined at 24 CFR 570.500(a)) generated by activities carried out with CDBG funds
made available under this contract. The use of program Income by the Subrecipient
shall comply with the requirements set forth at 24 CFR 570.504. By way of further
limitations, the Subreciplent may use such income during the contract period for
activities permitted under this contract and shall reduce requests for additional funds
by the amount of any such program income balances on hand. All unexpended
program income shall be returned to the Grantee at the end of the contract period.
Any interest earned on cash advances from the U.S. Treasury and from funds held in
a revolving fund account is not program income and shall be remitted promptly to
the Grantee.
2. Indirect Costs: If indirect costs are charged, the Subrecipient will develop an
indirect cost allocation plan for determining the appropriate Subrecipient's share of
administrative costs and shall submit such plan to the Grantee for approval, in a
form specified by the Grantee.
3. Payment Procedures: The Grantee will pay to the Subrecipient funds available
under this Agreement based upon information submitted by the Subrecipient and
consistent with any approved budget and Grantee policy concerning payments. With
the exception of certain advances, payments will be made for eligible expenses
actually incurred by the Subrecipient, and not to exceed actual cash requirements.
Payments will be adjusted by the Grantee in accordance with advance fund and
program income balances available in Subrecipient accounts. In addition, the
Grantee reserves the right to liquidate funds available under this contract for costs
incurred by the Grantee on behalf of the Subrecipient.
4. Progress Reports: The Subrecipient shall submit regular Progress Reports to the
Grantee in the form, content, and frequency as required by the Grantee.
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D. Procurement:
1. Compliance: The Subrecipient shall comply with current Grantee policy concerning
the purchase of equipment and shall maintain inventory records of all non -
expendable personal property as defined by such policy as may be procured with
funds provided herein. All program assets (unexpended program income, property,
equipment, etc.) shall revert to the Grantee upon termination of this Agreement.
2. OMB Standards: Unless specified otherwise within this agreement, the
Subrecipient shall procure all materials, property, or services in accordance with the
requirements of 24 CFR 84.40-48.
3. Travel: The Subrecipient shall obtain written approval from the Grantee for any
travel outside the metropolitan area with funds provided under this Agreement.
E. Use and Reversion of Assets:
The use and disposition of real property and equipment under this Agreement shall be in
compliance with the requirements of 24 CFR Part 84 and 24 CFR 570.502, 570.503, and
570.504, as applicable, which include but are not limited to the following:
1. The Subrecipient shall transfer to the Grantee any CDBG funds on hand and any
accounts receivable attributable to the use of funds under this Agreement at the
time of expiration, cancellation, or termination.
2. Real property under the Subrecipient's control that was acquired or improved, in
whole or in part, with funds under this Agreement in excess of $25,000 shall be used
to meet one of the CDBG National Objectives pursuant to 24 CFR 570.208 until five
(5) years after expiration of this Agreement [or such longer period of time as the
Grantee deems appropriate]. If the Subrecipient fails to use CDBG-assisted real
property in a manner that meets a CDBG National Objective for the prescribed
period of time, the Subrecipient shall pay the Grantee an amount equal to the
current fair market value of the property less any portion of the value attributable to
expenditures of non-CDBG funds for acquisition of, or improvement to, the property.
Such payment shall constitute program income to the Grantee. The Subrecipient
may retain real property acquired or improved under this Agreement after the
expiration of the five-year period [or such longer period of time as the Grantee
deems appropriate].
3. In all cases in which equipment acquired, in whole or in part, with funds under this
Agreement is sold, the proceeds shall be program income (prorated to reflect the
extent to that funds received under this Agreement were used to acquire the
equipment). Equipment not needed by the Subrecipient for activities under this
Agreement shall be (a) transferred to the Grantee for the CDBG program or (b)
retained after compensating the Grantee [an amount equal to the current fair
market value of the equipment less the percentage of non-CDBG funds used to
acquire the equipment].
VIII. RELOCATION, REAL PROPERTYACOUISITIONAND ONE -FOR -ONE HOUSING
REPLACEMENT
The Subrecipient agrees to comply with (a) the Uniform Relocation Assistance and Real
Property Acquisition Policies Act of 1970, as amended (URA), and implementing regulations at
49 CFR Part 24 and 24 CFR 570.606(b); (b) the requirements of 24 CFR 570.606(c) governing
the Residential Anti -displacement and Relocation Assistance Plan under section 104(d) of the
HCD Act; and (c) the requirements in 24 CFR 570.606(d) governing optional relocation
policies. [The Grantee may preempt the optional policies.] The Subrecipient shall provide
relocation assistance to displaced persons as defined by 24 CFR 570.606(b)(2) that are
displaced as a direct result of acquisition, rehabilitation, demolition or conversion for a CDBG-
assisted project. The Subrecipient also agrees to comply with applicable Grantee ordinances,
resolutions and policies concerning the displacement of persons from their residences.
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IX. PERSONNEL & PARTICIPANT CONDITIONS
A. Civil Riahts
1. Compliance: The Subrecipient agrees to comply with local and state civil rights
ordinances here and with Title VI of the Civil Rights Act of 1964 as amended, Title
VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of
Title I of the Housing and Community Development Act of 1974 as amended, Section
504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990,
the Age Discrimination Act of 1975, Executive Order 11063, and Executive Order
11246 as amended by Executive Orders 11375, 11478, 12107 and 12086.
2. Nondiscrimination: The Subrecipient agrees to comply with the non-
discrimination in employment and contracting opportunities laws, regulations, and
executive orders referenced in 24 CFR 570.607, as revised by Executive Order
13279. The applicable non-discrimination provisions in Section 109 of the HCDA are
still applicable.
4. Land Covenants: This contract is subject to the requirements of Title VI of the
Civil Rights Act of 1964 (P. L. 88-352) and 24 CFR 570.601 and 570.602. In regard
to the sale, lease, or other transfer of land acquired, cleared or improved with
assistance provided under this contract, the Subrecipient shall cause or require a
covenant running with the land to be Inserted in the deed or lease for such transfer,
prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use
or occupancy of such land, or in any improvements erected or to be erected thereon,
providing that the Grantee and the United States are beneficiaries of and entitled to
enforce such covenants. The Subrecipient, in undertaking its obligation to carry out
the program assisted hereunder, agrees to take such measures as are necessary to
enforce such covenant, and will not itself so discriminate.
4. Section 504: The Subrecipient agrees to comply with all Federal regulations issued
pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C.
794), which prohibits discrimination against the individuals with disabilities or
handicaps in any Federally assisted program. The Grantee shall provide the
Subrecipient with any guidelines necessary for compliance with that portion of the
regulations in force during the term of this Agreement.
B. Affirmative Action
1. Approved Plan: The Subrecipient agrees that it shall be committed to carry out
pursuant to the Grantee's specifications an Affirmative Action Program in keeping
with the principles as provided in President's Executive Order 11246 of September
24, 1966. The Grantee shall provide Affirmative Action guidelines to the Subrecipient
to assist in the formulation of such program. The Subrecipient shall submit a plan for
an Affirmative Action Program for approval prior to the award of funds, consistent
with the policy in Exhibit "F", attached hereto and incorporated herein.
2. Women- and Minority -Owned Businesses (W/MBE): The Subrecipient will use
its best efforts to afford small businesses, minority business enterprises, and
women's business enterprises the maximum practicable opportunity to participate in
the performance of this contract. As used in this contract, the terms "small business"
means a business that meets the criteria set forth in section 3(a) of the Small
Business Act, as amended (15 U.S.C. 632), and "minority and women's business
enterprise" means a business at least fifty-one (51) percent owned and controlled by
minority group members or women. For the purpose of this definition, "minority
group members" are Afro-Americans, Spanish-speaking, Spanish surnamed or
Spanish -heritage Americans, Asian -Americans, and American Indians. The
Subrecipient may rely on written representations by businesses regarding their
status as minority and female business enterprises in lieu of an independent
investigation.
3. Access to Records: The Subrecipient shall furnish and cause each of its own
subrecipients or subcontractors to furnish all information and reports required
hereunder and will permit access to its books, records and accounts by the Grantee,
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HUD or its agent, or other authorized Federal officials for purposes of investigation
to ascertain compliance with the rules, regulations and provisions stated herein.
4. Notifications: The Subrecipient will send to each labor union or representative of
workers with which it has a collective bargaining agreement or other contract or
understanding, a notice, to be provided by the agency contracting officer, advising
the labor union or worker's representative of the Subrecipient's commitments
hereunder, and shall post copies of the notice in conspicuous places available to
employees and applicants for employment.
5. Equal EmDlovment Opportunity and Affirmative Action (EEO/AA)
Statement: The Subrecipient will, in all solicitations or advertisements for
employees placed by or on behalf of the Subrecipient, state that it is an Equal
Opportunity or Affirmative Action employer.
6. Subcontract Provisions: The Subrecipient will include the provisions of
Paragraphs X.A, Civil Rights, and B, Affirmative Action, in every subcontract or
purchase order, specifically or by reference, so that such provisions will be binding
upon each of its own subrecipients or subcontractors.
C. Fmplovment Restrictions
1. Prohibited Activity: The Subreciplent is prohibited from using funds provided
herein or personnel employed in the administration of the program for: political
activities; inherently religious activities; lobbying; political patronage; and nepotism
activities.
2. Labor Standards: The Subrecipient agrees to comply with the requirements of the
Secretary of Labor in accordance with the Davis -Bacon Act as amended, the
provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.)
and all other applicable Federal, state and local laws and regulations pertaining to
labor standards insofar as those acts apply to the performance of this Agreement.
The Subrecipient agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C.
874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29
CFR Part 5. The Subrecipient shall maintain documentation that demonstrates
compliance with hour and wage requirements of this part. Such documentation shall
be made available to the Grantee for review upon request.
The Subrecipient agrees that, except with respect to the rehabilitation or
construction of residential property containing less than eight (8) units, all
contractors engaged under contracts in excess of $2,000.00 for construction,
renovation or repair work financed in whole or in part with assistance provided under
this contract, shall comply with Federal requirements adopted by the Grantee
pertaining to such contracts and with the applicable requirements of the regulations
of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7 governing the
payment of wages and ratio of apprentices and trainees to journey workers;
provided that, if wage rates higher than those required under the regulations are
imposed by state or local law, nothing hereunder is intended to relieve the
Subrecipient of its obligation, if any, to require payment of the higher wage. The
Subrecipient shall cause or require to be inserted in full, in all such contracts subject
to such regulations, provisions meeting the requirements of this paragraph.
3. "Section 3" Clause
a. Compliance: Compliance with the provisions of Section 3 of the HUD Act of
1968, as amended, and as implemented by the regulations set forth in 24 CFR
135, and all applicable rules and orders issued hereunder prior to the execution
of this contract, shall be a condition of the Federal financial assistance provided
under this contract and binding upon the Grantee, the Subrecipient and any of
the Subrecipient's subrecipients and subcontractors. Failure to fulfill these
requirements shall subject the Grantee, the Subrecipient and any of the
Subrecipient's subrecipients and subcontractors, their successors and assigns, to
those sanctions specified by the Agreement through which Federal assistance is
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provided. The Subrecipient certifies and agrees that no contractual or other
disability exists that would prevent compliance with these requirements.
The Subrecipient further agrees to comply with these "Section 3" requirements
and to Include the following language in all subcontracts executed under this
Agreement:
"The work to be performed under this Agreement is a project
assisted under a program providing direct Federal financial
assistance from HUD and is subject to the requirements of Section
3 of the Housing and Urban Development Act of 1968, as
amended (12 U.S.C. 1701). Section 3 requires that to the
greatest extent feasible opportunities for training and
employment be given to low- and very low-income residents of
the project area, and that contracts for work in connection with
the project be awarded to business concerns that provide
economic opportunities for low- and very low-income persons
residing In the metropolitan area in which the project is located."
The Subrecipient further agrees to ensure that opportunities for training and
employment arising in connection with a housing rehabilitation (including
reduction and abatement of lead -based paint hazards), housing construction, or
other public construction project are given to low- and very low-income persons
residing within the metropolitan area in which the CDBG-funded project is
located; where feasible, priority should be given to low- and very low-income
persons within the service area of the project or the neighborhood in which the
project is located, and to low- and very low-income participants in other HUD
programs; and award contracts for work undertaken in connection with a
housing rehabilitation (including reduction and abatement of lead -based paint
hazards), housing construction, or other public construction project to business
concerns that provide economic opportunities for low- and very low-income
persons residing within the metropolitan area in which the CDBG-funded project
is located; where feasible, priority should be given to business concerns that
provide economic opportunities to low- and very low-income residents within the
service area or the neighborhood in which the project is located, and to low- and
very low-income participants In other HUD programs.
The Subrecipient certifies and agrees that no contractual or other legal
incapacity exists that would prevent compliance with these requirements.
b. Notifications: The Subrecipient agrees to send to each labor organization or
representative of workers with which it has a collective bargaining agreement
or other contract or understanding, if any, a notice advising said labor
organization or worker's representative of its commitments under this Section
3 clause and shall post copies of the notice in conspicuous places available to
employees and applicants for employment or training.
c. Subcontracts: The Subrecipient will include this Section 3 clause in every
subcontract and will take appropriate action pursuant to the subcontract upon
a finding that the subcontractor is in violation of regulations issued by the
grantor agency. The Subrecipient will not subcontract with any entity where it
has notice or knowledge that the latter has been found in violation of
regulations under 24 CFR Part 135 and will not let any subcontract unless the
entity has first provided it with a preliminary statement of ability to comply
with the requirements of these regulations.
D. conduct
1. Assignability: The Subrecipient shall not assign or transfer any interest in this
Agreement without the prior written consent of the Grantee thereto; provided,
however, that claims for money due or to become due to the Subrecipient from
the Grantee under this contract may be assigned to a bank, trust company, or
other financial institution without such approval. Notice of any such assignment or
transfer shall be furnished promptly to the Grantee.
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2. Subcontracts
a. Aoorovals: The Subrecipient shall not enter into any subcontracts with any
agency or individual in the performance of this contract without the written
consent of the Grantee prior to the execution of such agreement.
b. Monitoring: The Subrecipient will monitor all subcontracted services on a
regular basis to assure contract compliance. Results of monitoring efforts shall
be summarized in written reports and supported with documented evidence of
follow-up actions taken to correct areas of noncompliance.
c. Content: The Subrecipient shall cause all of the provisions of this contract in
its entirety to be included in and made a part of any subcontract executed in
the performance of this Agreement.
d. 5electlon Process: The Subrecipient shall undertake to insure that all
subcontracts let in the performance of this Agreement shall be awarded on a
fair and open competition basis in accordance with applicable procurement
requirements. Executed copies of all subcontracts shall be forwarded to the
Grantee along with documentation concerning the selection process.
3. Hatch Act: The Subrecipient agrees that no funds provided, nor personnel
employed under this Agreement, shall be in any way or to any extent engaged in
the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C.
4. Conflict of Interest: The Subrecipient agrees to abide by the provisions of 24
CFR 84.42 and 570.611, which include (but are not limited to) the following:
a. The Subrecipient shall maintain a written code or standards of conduct that
shall govern the performance of its officers, employees or agents engaged in
the award and administration of contracts supported by Federal funds.
b. No employee, officer or agent of the Subrecipient shall participate in the
selection, or in the award, or administration of, a contract supported by
Federal funds if a conflict of interest, real or apparent, would be involved.
c. No covered persons who exercise or have exercised any functions or
responsibilities with respect to CDBG-assisted activities, or who are in a
position to participate in a decision -making process or gain inside information
with regard to such activities, may obtain a financial interest in any contract,
or have a financial interest in any contract, subcontract, or agreement with
respect to the CDBG-assisted activity, or with respect to the proceeds from the
CDBG-assisted activity, either for themselves or those with whom they have
business or immediate family ties, during their tenure or for a period of one
(1) year thereafter. For purposes of this paragraph, a "covered person"
includes any person who is an employee, agent, consultant, officer, or elected
or appointed official of the Grantee, the Subrecipient, or any designated public
agency.
5. Lobbying: The Subrecipient hereby certifies that:
a. No Federal appropriated funds have been paid or will be paid, by or on
behalf of it, to any person for influencing or attempting to influence an
officer or employee of any agency, a Member of Congress, an officer or
employee of Congress, or an employee of a Member of Congress in
connection with the awarding of any Federal contract, the making of any
Federal grant, the making of any Federal loan, the entering into of any
cooperative agreement, and the extension, continuation, renewal,
amendment, or modification of any Federal contract, grant, loan, or
cooperative agreement;
Subrecipient Agreement
Page 10 of 13
b. If any funds other than Federal appropriated funds have been paid or will
be paid to any person for influencing or attempting to influence an officer
or employee of any agency, a Member of Congress, an officer or employee
of Congress, or an employee of a Member of Congress in connection with
this Federal contract, grant, loan, or cooperative agreement, it will
complete and submit Standard Form-LLL, "Disclosure Form to Report
Lobbying," in accordance with its instructions; and
c. It will require that the language of paragraph (d) of this certification be
included in the award documents for all subawards at all tiers (including
subcontracts, subgrants, and contracts under grants, loans, and
cooperative agreements) and that all Subrecipients shall certify and
disclose accordingly:
d. Lobbying Certification: This certification is a material representation of
fact upon which reliance was placed when this transaction was made or
entered into. Submission of this certification is a prerequisite for making or
entering into this transaction imposed by section 1352, title 31, U.S.C. Any
person who fails to file the required certification shall be subject to a civil
penalty of not less than $10,000 and not more than $100,000 for each
such failure.
6. Copyright: If this contract results in any copyrightable material or inventions, the
Grantee and/or grantor agency reserves the right to royalty -free, non-exclusive
and irrevocable license to reproduce, publish or otherwise use and to authorize
others to use, the work or materials for governmental purposes.
7. Religious Activitie: The Subrecipient agrees that funds provided under this
Agreement will not be utilized for inherently religious activities prohibited by 24
CFR 570.200(j), such as worship, religious instruction, or proselytization.
X. ENVIRONMENTAL CONDITIONS
A. Air and Water: The Subrecipient agrees to comply with the following requirements
insofar as they apply to the performance of this Agreement:
• Clean Air Act, 42 U.S.C. , 7401, et seq.;
• Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as
amended, 1318 relating to inspection, monitoring, entry, reports, and information, as
well as other requirements specified in said Section 114 and Section 308, and all
regulations and guidelines issued thereunder;
• Environmental Protection Agency (EPA) regulations pursuant to 40 CFR Part 50, as
amended.
B. Flood Disaster Protection: In accordance with the requirements of the Flood Disaster
Protection Act of 1973 (42 U.S.C. 4001), the Subrecipient shall assure that for activities
located in an area identified by the Federal Emergency Management Agency (FEMA) as
having special flood hazards, flood insurance under the National Flood Insurance Program
is obtained and maintained as a condition of financial assistance for acquisition or
construction purposes (including rehabilitation).
C. Lead -Based Paint: The Subrecipient agrees that any construction or rehabilitation of
residential structures with assistance provided under this Agreement shall be subject to
HUD Lead -Based Paint Regulations at 24 CFR 570.608, and 24 CFR Part 35, Subpart B.
Such regulations pertain to all CDBG-assisted housing and require that all owners,
prospective owners, and tenants of properties constructed prior to 1978 be properly
notified that such properties may include lead -based paint. Such notification shall point
out the hazards of lead -based paint and explain the symptoms, treatment and precautions
that should be taken when dealing with lead -based paint poisoning and the advisability
and availability of blood lead level screening for children under seven. The notice should
also point out that if lead -based paint is found on the property, abatement measures may
be undertaken. The regulations further require that, depending on the amount of Federal
Subrecipient Agreement
Page II of 13
funds applied to a property, paint testing, risk assessment, treatment and/or abatement
may be conducted.
D. Historic Preservation: The Subrecipient agrees to comply with the Historic Preservation
requirements set forth in the National Historic Preservation Act of 1966, as amended (16
U.S.C. 470) and the procedures set forth in 36 CFR Part 800, Advisory Council on Historic
Preservation Procedures for Protection of Historic Properties, insofar as they apply to the
performance of this agreement.
In general, this requires concurrence from the State Historic Preservation Officer for all
rehabilitation and demolition of historic properties that are fifty years old or older or that are
included on a Federal, state, or local historic property list.
XI. SEVERABIIL,ITY
If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be
affected thereby and all other parts of this Agreement shall nevertheless be in full force and
effect.
XII. SECTION HEADINGS AND SUBHEADINGS
The section headings and subheadings contained in this Agreement are included for
convenience only and shall not limit or otherwise affect the terms of this Agreement.
XIII. WAIVER
The Grantee's failure to act with respect to a breach by the Subrecipient does not waive its
right to act with respect to subsequent or similar breaches. The failure of the Grantee to
exercise or enforce any right or provision shall not constitute a waiver of such right or
provision.
XIV. INTERPRETATION OF THE AGREEMENT
The interpretation, validity, and enforcement of the Agreement shall be governed by and
construed under the laws of the State of California. The Agreement does not limit any other
rights or remedies available to the Grantee. The SUB -RECIPIENT shall be responsible for
complying with all local, state, and federal laws whether or not said laws are expressly stated
or referred to herein. Should any provision herein be found or deemed to be invalid, the
Agreement shall be construed as not containing such revision, and all other provisions which
are otherwise lawful shall remain in full force and effect, and to this end the provisions of this
Agreement are severable.
XV. ATTORNEY'S FEES
In the event any legal action or proceeding is commenced to interpret or enforce the terms
of, or obligations arising out of, this Agreement, or to recover damages for the breach thereof,
the party prevailing in any such action or proceeding shall be entitled to recover from the non -
prevailing party all reasonable attorney's fees, costs, and expenses incurred by the prevailing
party.
XVI. ENTIRE AGREEMENT
This agreement constitutes the entire agreement and the attachments referenced below
between the Grantee and the Subrecipient for the use of funds received under this Agreement
and it supersedes all prior or contemporaneous communications and proposals, whether
electronic, oral, or written between the Grantee and the Subrecipient with respect to this
Agreement.
ATTACHMENTS
Exhibit A -Scope of Services
Exhibit B-Budget
Exhibit C-Board of Directors and Bylaws
Exhibit D-Technical Assistance Materials
Exhibit E-Affirmative Action Policy
Suhrecipicnt Agreement
Page 12 of 13
IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above.
City of National City
on Morrison
Mayor, City of National City
APPROVED AS TO FORM
George Eiser
City Attorney
ATTEST
4,(444/
City crk
iteL
fI nity You thletic Center
arl:, Barrag..
111.
Execu ve Dir-
Subrccipient Aa eement
Page 13 of 13
EXHIBIT A
SCOPE OF SERVICES
1. The CYAC, Program Development consists of the following activities:
Activity D'resc'riptfatr
The Neighborhood Critical Hours Program will be a center based after school program
primarily at Community Youth Athletic Center located in the heart of National City
adjacent to the Old Town National City. Established in 1991, CYAC provides
aggressive multi -services to disadvantaged youth from households of medium to
poverty income levels who are at high risk of juvenile delinquency, criminal behavior
and low school attainment coupled with poor family functioning.
The delinquency prevention services are carried out through leadership development,
academic assistance, community services and athletic fitness programs serving 750
youth per year. Current center programs include:
Educational Enhancement
Weekly scheduled classes provide assistance and support to troubled youth.
Youth learn in clean and safe environment, while being helped by tutors. Youth
are also instructed in computer skills and multimedia.
Helpin' Hands Community Service
Provided for community service court placements and for youth seeking
opportunities to become assets to their community through meaningful
involvement in activities such as community clean-ups, cultural celebration and
more.
Youth Amateur Boxing and Fitness Program
CYAC amateur boxing and fitness program is a structured physical fitness
program aimed at addressing those needs. Youth participate in various boxing
workouts consisting of bag work, running program and calisthenics.
Participants have shown an increase in their cardio vascular conditioning and in
all cases shedding extra pounds. USA Boxing certified coaches not only teach
the fundamentals of boxing, but of discipline and the rewards of hard work. At
risk youth are able to channel energy into a more positive activity.
TTAAG Project (Teens Taking Action Against Graffiti)
The Graffiti Abatement program is a collaborative effort between the City of
National City and area youth. The TTAAG Project is designed to make a
positive, lasting impact on the visual and physical environment of our National
City neighborhoods.
Positive Images
Leadership development program helps youth to exercise good judgment and
think through problems that they face and set positive examples and trends for
youth in their community to follow
USA Amateur Boxing Tournaments
CYAC hosts various boxing tournament through out the year. Since boxing is a
primarily an inner city sport these events are a time to showcase youth amateur
boxers from all parts of the region. These sporting events service 50-100 inner-
city youth. CYAC amateur boxers also attended regional, national and
international boxing tournaments. Trips are aimed at exposing youth to
different surroundings and providing youth with a much needed escape from
the inner-city. Past trips have been to Michigan, Texas, Colorado, Arizona,
Kansas and Nevada
2. The following lists the staff and time commitments to be allocated to activity listed above.
staff Member Narie and,,Title<:
Carlos Barragan Jr. , Executive Director
Carlos Barragan Sr., Athletic Director
Hours Allocated
240 Hours Monthly
120 Hours Monthly
3. Billing Method: Monthly X Quarterly
4. List the type of supporting documentation to be provided:
• Payroll Register
• Monthly Payroll Deposit
5. List the major/key activity milestones:
Major Activity
Milestones
Month
12
1
2
3
4
5
6
7
8
9
10
11
Provide Program Services
X
XIX
X
X
X
X
X
X
X
X
X
Program Evaluation
X
X
X
X
X
Special Events
X
EXHIBIT B
BUDGET
Agency Name: Community Youth Athletic Center
Activity Name: Program Development
CDBG
OTHER
TOTAL
Description
BUDGET
RESOURCES
BUDGET
1) Personnel (Direct labor)
50,000.00
10. 0,292.00
_
2)oc Sial Security _ _ _
— _ _
_ _
_ _ _
9,4_32.00
3) EE' Group INS Benefits_
_
_
13,834.00_
_
Total Pesonnel
_
_ _
123,559.00
4) Travel
6,000.00
_ _
5) Insurance
5,440.00
_
6) Fundraisi-- - —_ _
ng
_ _ _ _
_ _ _
_ _ _
_
4,378.00
7) Professional Services
_
_
3,507.00_
8) Utilities _
_ _ _
3,500.00
9) Equipment Rental _ _ _
_ _
_ _
_ _ _
_
3,152.00_
_
10) Property Tax
_ _
_ _
2,353.00_
_ _
11) Gym Supplies _ _ _ __
_
_ _ _ _
_
_ _
2,156.00
12) Office Supplies _ _
__
_ _ _ _
1,845.00
13) Telephone
1,581.00
_ _ _
14) Marketing
_ _ _ _
_ _ _ _
_ _
1,500.00
15) Miscellaneou_s
950.00
_
Total Direct Costs
_
36,362.00
Special Events _ _
_ 52,000.00
_ _ _
Individuals
_ _
_ 23,462.00
_ _ _ _
Corporations _ _ _ _ _ _
_ _ _ _
_21,000.00
Public Grants
_ _ _
_ 13,000.0_0 _
_
Interest Income
459.00
TOTAL
$50,000
$109,921
$159,921
In -kind Services See Attachment A
ATTACHMENT A
Community Youth Athletic Center
Itemization of In -Kind Services*
Resource Description Amount of Time Estimated Value
2 Coaches Instruct & supervise participants 40 Hours per month ($15.00 per hr) $600.00
2 Tutors Provide Educational support 40 Hours per month ($15.00 per hr) $600.00
Administrative Support services for facility 60 I -lours per month ($15.00 per hr) $900.00
Assistant
Bookkeeper Financial record keeping 10 Hours per month ($20.00 per hr) $200.00
Grant Writer Grant writing and procurement 20 Hours per month ($40.00 per hr) $800.00
Total per month- $3,100.00
Total per year- $37,200.00
*Valuation on in -kind services (contributions) based on fair market value.
EXHIBIT C
BOARD OF DIRECTORS & BYLAWS
Comm.n.uity Youth Athletic Center
Board of Directors, 2007-2008
President (2"a term)
Clemente Casillas
Business Owner
Vice President (1't Term)
Victor Nunez
Assistant District Attorney
Secretary (1st Term)
Greg Thompson
San Diego County Sheriff Department
Treasurer (2nd Term)
Vince Lopez
San Diego County District Attorney Office
Dr. Gerald Farrow
Retired Physician
Ernie Carrillo
San Diego Sheriff Department
Pat Russell
Judge & Referee
California Athletic Commission
Auday Arabo
CFO & President
California Independent Grocers
Jose Vargas Adrian Vargas
Community Representative Youth Representative
Honorary Members
Danny Magginni Donald "Tiny" Lachappa
Barona Band of Mission Indians Barona Band of Mission Indians
BYLAWS OF
COMMUNITY YOUTH ATHLETIC CENTER
a California Nonprofit Public Benefit Corporation
ARTICLE I
NAME
The name of this corporation is COMMUNITY YOUTH
ATHLETIC CENTER
ARTICLE II
OFFICES
SECTION 2.01. PRINCIPAL OFFICE
The principal office for 'the transaction of the
activities and .affairs of the corporation ("principal
office") is located at 2107 Wooden St. Ste. A San Diego County,
California. The Board of Directors ("the Board") may change
the principal office from one location to another. Any
change of location of the principal office shall be noted by
the Secretary on. these Bylaws opposite this section, or this
section may be amended to state the new location.
SECTION 2.02. OTHER OFFICES
The Board may at any time establish branch or subor-
dinate offices at any place or places where the corporation
is qualified to conduct its activities.
ARTICLE III
PURPOSES AND LIMITATIONS
SECTION 3.01. PURPOSES
This corporation is a nonprofit public benefit cor-
poration and is not organized for the private gain of any
person. It is organized under the California Nonprofit
Public Benefit Corporation Law for charitable and public pur-
poses. This corporation is organized exclusively for chari-
table purposes within the meaning of Section 501(c)(3) of the
Internal Revenue Code of 1986 (or the corresponding provision
of any future United State Internal Revenue Law).
Notwithstanding any other provision of these Bylaws, this
corporation shall not, except to an insubstantial degree,
carry on or engage in any activities or exercise any powers
—1—
public benefit
that are not i.n furtherance of the purposes of this cor-
poration, and the corporation shall not carry on any other
activities not permitted to be carried on (i.) by a cor-
poration exempt from Federal income tax under Section
501(c)(3) of the Internal Revenue Code of 1986 (or. the
corresponding provision of any future United States Internal
Revenue Law); (i.i) by a corporation, contributions to which
are deductible under Section 170(c)(2) of the Internal
Revenue Code of 1986 (or the corresponding provision of any
future United States Internal Revenue Law).
SECTION 3.02. LIMITATIONS
(a) Political activity. No substantial part of the
activities of this corporation shall consist of carrying on
propaganda, or otherwise attempting to influence legislation,
and this corporation shall not participate in or intervene in
(including the publishing or distributing of statements in
connection with) any political campaign on behalf of any can-
didate for public office.
(b) Property. The property, assets, profits and
net income are dedicated irrevocably to the purposes set
forth in Section 3.01 above. No part of the profits or net
earnings of this corporation shall ever inure to the benefit
of any of its Directors, trustees, officers, members (if
any), employees, or to the benefit of any private
individual.
(c) Dissolution. Upon the winding up and dissolu-
tion of this corporation, after paying or adequately pro-
viding for the payment of the debts, obligations and liabili-
ties of the corporation, the remaining assets of this cor-
poration shall be distributed to a nonprofit fund, foundation
or corporation which i.s organized and operated exclusively
for charitable purposes and which has established its tax-
exempt status under Section 501(c)(3) of the Internal Revenue
Code of 1986 (or the corresponding provision of any future
United States Internal Revenue Law.)
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ARTICLE IV
cMMEMBERSHIP
This corporation shall have no members.
•-2(a)-
public benefit
ARTICLE V
DIRECTORS
SECTION 5.01. POWERS
(a) General corporate powers. Subject to the pro-
visions and limitations of the California Nonprofit Public
Benefit Corporation Law and any other applicable laws, and
any limitations of the Articles of Incorporation and of these
Bylaws, the activities and affairs of the corporation shall
be managed, and all corporate powers shall be exercised, by
or under the direction of the Board.
(b) Specific Powers. Without prejudice to these
general powers, but subject to the same limitations, the
Directors shall have the power to:
(i) Appoint and remove, at the pleasure of the
Board, all officers, agents and employees of the corporation;
prescribe powers and duties for them that are consistent with
law, with the Articles of Incorporation and with these
Bylaws; and fix their compensation and require from them
security for faithful performance of their duties.
(ii) Change the principal office or the prin-
cipal business office in the State of California from one
location to another; cause the corporation to be qualified to
conduct its activities in any other state, territory, depen-
dency or country and conduct its activities within or outside
the State of California; and designate any place within or
outside the State of California for the holding of any
meeting, including annual meetings.
(iii) Adopt and use a corporate seal and alter
the form thereof.
(iv) Borrow money and incur indebtedness on
behalf of the corporation and cause to be executed and deli-
vered for the purposes of the corporation, in the corporate
naive, promissory notes, bonds, debentures, deeds of trust,
mortgages, pledges, hypothecations and other evidences of
debt and securities.
SECTION 5.02. NUMBER AND SELECTION OF DIRECTORS
AND RESTRICTIONS ON DIRECTORS
(a) Authorized number. The authorized number of
Directors shall be eight (8) Directors need not be resi-
dents of the State of California.
follows:
(b) Selection. The Board shall be selected as
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(i.) Initial Directors. The initial Board mem-
bers shall be elected by the incorporator(s) named in the
corporation's Articles of Incorporation.
(ii) Subsequent Directors. At the expiration
or earlier termination of the terms of office of the initial
Directors, their successors shall be chosen by a majority
vote of the members of the Board then in office, whether or
not less than a quorum, or by a sole remaining Director.
(c) Restrictions on Directors. Not more than
forty-nine percent (49%) of the persons serving on the Board
may be interested persons. An interested person is (1) any
person being compensated by the corporation for services ren-
dered to it within the previous twelve (12) months, whether
as a full-time or part-time employee, independent contractor,
or otherwise; and (2) any brother, sister, ancestor, descen-
dant, spouse, brother-in-law, sister-in-law, son-in-law,
daughter-in-law, mother-in-law or father-in-law of such per-
son. However, any violation of the provisions of this
paragraph shall not affect the validity or enforceability of
any transaction entered into by the corporation. A Director
may not participate in any vote on any proposed transaction
with another organization or entity of which such Director is
also an employee, principal or Director.
SECTION 5.03. TERM OF OFFICE OF DIRECTORS
The Directors newly appointed or selected in accor-
dance with section 5.02(b) shall hold office for a term of
one (1) year.
SECTION 5.04. VACANCIES
(a) Events causing vacancy. A vacancy or vacancies
on the Board shall exist on the occurrence of the following:
(1) the death, removal, suspension or resignation of any
Director; or (ii) the declaration by resolution of the Board
of a vacancy in the office of a Director who has been
declared of unsound mind by an order of court or convicted of
a felony or has been found by final order or judgment of any
court to have breached a duty under sections 5230 and
following of the California Nonprofit Public Benefit
Corporation Law.
(b) Resignations. Except as provided in this sub-
section, any Director may resign effective upon giving writ-
ten notice to the Chairman of the Board, if any, or the
President or the Secretary of the Board, unless such notice
specifies a later time for the resignation to become effec-
tive. Except upon notice to the Attorney General of the
State of California, no Director may resign when the cor-
poration would then be left without a duly elected Director
or Directors in charge of its affairs.
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(c) Filling vacancies. Any vacancy on the Board
shall be filled by vote of the remaining Directors, whether
or not less than a quorum or by a sole remaining Director.
(d) No vacancy on reduction of number of Directors.
No reduction of the authorized number of Directors shall have
the effect of removing any Director before the Director's
term of office expires.
SECTION 5.05. PLACE OF MEETINGS; MEETINGS BY TELEPHONE
Meetings of the Board shall be held at the principal
office of the corporation or at such other place as has been
designated by the Board. In the absence of any such designa-
tion, meetings shall be held at the principal office of the
corporation. Any meeting may be held by conference telephone
or similar communication equipment, so long as all Directors
participating i.n the meeting can hear one another, and all
such Directors shall be deemed to be present in person at
such meeting.
SECTION 5.06. ANNUAL, REGULAR AND SPECIAL MEETINGS
(a) Annual Meeting. The Board shall hold an annual
meeting in conjunction with the regularly scheduled Board
meeting in the month of February of each year for the
purpose of organization, election of officers and the tran-
saction of other business; provided, however, that the Board
may fix another time for the holding of its annual meeting.
Notice of this meeting shall not be required.
(b) Other Regular Meetings. The Board shall hold
at least (4) regular business meetings throughout the year;
said meetings shall be held without call and on a date to be
fixed by resolution of the Board; provided, however, any
given monthly meeting may be dispensed with by majority vote
of the Board. Such regular meetings may be held without
notice.
(c) Special Meetings.
(i) Authority To Call. Special meetings of
the Board Eor any purpose may be called at any time by the
Chairman of the Board, if any, the President or any Vice
President, or the Secretary or any two Directors.
(ii.) Notice.
a. Manner of Giving Notice. Notice of
the time and place of special meetings shall be given to each
Director by one of the following methods:
notice;
1. by personal delivery of written
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public benefit
before or after the meeting. The waiver of notice or consent
need not specify the purpose of the meeting. All such
waivers, consents and approvals shall be filed with the cor-
porate records or made a part of the minutes of the meetings.
Notice of a meeting need not be given any Director who
attends the meeting without protesting before or at its com-
mencement the lack of notice to such Director.
SECTION 5.09. ADJOURNMENT
A majority of the Directors present, whether or not
a quorum is present, may adjourn any meeting to another time
and place.
SECTION 5.10. 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 twenty-four (24) hours, in which case
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 of the adjourn-
ment.
SECTION 5.11. ACTION WITHOUT MEETING
Any action required or permitted to be taken by the
Board may be taken without a meeting, if all members of the
Board consent i.n writing to that action. Such action by
written consent shall have the same force and effect as any
other validly approved action of the Board. Such written
consent or consents shall be filed with the minutes of the
proceedings of the Board. For the purposes of this Section
5.11 only, "all members of the Board" shall not include
Directors who have a material financial interest in a trans-
action to which the corporation is a party.
_6 (b) -
public benefit
ARTICLE VI
COMMITTEES
SECTION 6.01. COMMITTEES OF THE BOARD
The Board, by resolution adopted by a majority of
the Directors then in office, may create one or more commit-
tees, each consisting of two or more Directors, to serve at
the pleasure of the Board. Appointments to committees of the
Board shall be by majority vote of the Directors then in
office. The Board may appoint one or more Directors as
alternate members of any such committee, who may replace an
absent member at any meeting. Any such committee, to the
extent provided in the resolution of the Board, shall have
all of the authority of the Board, except that no committee,
regardless of Board resolution, may:
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public benefit
(a) fill vacancies on the Board or in any committee
which has the authority of the Board;
(b) establish or fix compensation of the Directors
for serving on the Board or on any committee;
(c) amend or repeal Bylaws or adopt new Bylaws;
(d) amend or repeal any resolution of the Board
which by its express terms is not so amendable or repealable;
(e) appoint any other committees of the Board or
the members of these committees;
(f) approve any contract or transaction to which
the corporation is a party and. in which one or more of its
Directors has a material financial interest, except as such
approval is provided for in Section 5233(d)(3) of the
California Corporations Code.
SECTION 6.02. MEETINGS AND ACTIONS OF THE COMMITTEES
Meetings and action of committees of the Board shall
be governed by, held and taken in accordance with the provi-
sions of Article V of these Bylaws, concerning meetings and
other action of the Board, except that the time for regular
meetings of such committees and the calling of special
meetings thereof may be determined either by resolution of
the Board or, if there is no Board resolution, by resolution
of the committee of the Board. Minutes shall be kept of each
meeting of any committee of the Board and shall be filed with
the corporate records. The Board may adopt rules for the
government of any committee not inconsistent with the provi-
sions of these Bylaws or in the absence of rules adopted by
the Board, the committee may adopt such rules.
ARTICLE VII
OFFICERS
SECTION 7.01. OFFICERS
The officers of the corporation shall include a
President, a Secretary, and a Chief Financial Officer. The
corporation may also have, at the Board's discretion, a
Chairman of the Board, one or more Vice Presidents, one or
more assistant Secretaries, one or more assistant Treasurers,
and such other officers as may be appointed in accordance
with Section 7.03 of these Bylaws. Any number of offices may
be held by the same person, except that neither the Secretary
nor the Chief Financial Officer may serve concurrently as
either the President or the Chairman of the Board.
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SECTION 7.02. ELECTION OF OFFICERS
The officers of the corporation, except those
appointed in accordance with the provisions of Section 7.03
of this Article VII, shall be chosen by the Board of
Directors, and each shall serve at the pleasure of the Board,
subject to the rights, if any, of an officer under any
contract of employment.
SECTION 7.03. OTHER OFFICERS
The Board may appoint and may authorize the Chairman
of the Board or the President or another officer to appoint
any other officers that the corporation may require, each of
whom shall have the title, hold office for the period, have
the authority and perform the duties specified in the Bylaws
or determined from time to time by the Board.
SECTION 7.04. REMOVAL OF OFFICERS
Subject to the rights, if any, of an officer under
any contract of employment, any officer may be removed, with
or without cause, by the Board of Directors, or, except in
case of an officer chosen by the Board of Directors, by an
officer on whom such power of removal may be conferred by the
Board of Directors.
SECTION 7.05. RESIGNATION OF OFFICERS
Any officer may resign upon written notice to the
corporation without prejudice to the rights, if any, of the
corporation under any contract to which the officer i.s a
party.
SECTION 7.06. VACANCIES IN OFFICE
A vacancy occurring in any office because of death,
resignation, removal or other cause, shall be filled in the
manner prescribed in these Bylaws for regular appointments to
that office.
SECTION 7.07. RESPONSIBILITIES OF OFFICERS
(a) Chairman of the Board. If a Chairman of the
Board is elected, he or she shall preside at meetings of the
Board and shall exercise and perform such other powers and
duties as the Board may assign from time to time. If there
is no President, the Chairman of the Board shall also be the
Chief Executive Officer and shall have the powers and duties
of the President of the corporation prescribed by these
Bylaws.
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(b) President/Chief Executive Officer. Subject to
the control and supervision of the Board, the President shall
be the Chief Executive Officer and general manager of the
corporation and shall generally supervise, direct and control
the activities and affairs and the officers of the cor-
poration. The President, in the absence of the Chairman of
the Board, or if there be none, shall preside at all meetings
of the Board. The President shall have such other powers and
duties as may be prescribed by the Board or these Bylaws.
(c) Vice Presidents. In the absence or disability
of the President, the Vice Presidents, if any, in order of
their rank, shall perform all of the duties of the President,
and, when so acting, shall have all the powers of and be sub-
ject to all of the restrictions upon the President. The Vice
Presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them
by the Board or the Bylaws.
(d) Secretary.
(i) Book of minutes. The Secretary shall keep
or cause to be kept, at the principal office or such other
place as the Board may direct, a book of minutes of all
meetings and actions of the Board and of committees of the
Board. The Secretary shall also keep, or cause to be kept,
at the principal office in the State of California, a copy of
the Articles of Incorporation and Bylaws, as amended to date.
IE the corporation is one having members, the Secretary shall
also maintain a complete and accurate record of the mem-
bership of the corporation, as well as a record of the pro-
ceedings of all meetings of the membership.
(i.i) Notices, seal and other duties. 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
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 or the Bylaws.
(e) Chief Financial Officer.
(i) Books of account. The Chief Financial
Officer of the corporation shall keep or maintain, or cause
to be kept or maintained, adequate and correct books and
accounts of the properties and transactions of the cor-
poration, and shall send or cause to be sent to the Directors
such financial statements and reports as are required by law
or these Bylaws to be given. The books of account shall be
open to inspection by any Director at all reasonable times.
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(i.i) Deposit and disbursement of money and
valuables. The Chief Financial Officer shall deposit all
money and other valuables in the name and to the credit of
the corporation with such depositories as may be designated
by the Board, shall disburse the funds of the corporation as
may be ordered by the Board, shall render to the President or
Chairman of the Board, if any, when requested, an account of
all transactions as Chief Financial Officer and of the finan-
cial condition of the corporation and shall have other powers
and perform such other duties as may be prescribed by the
Board or the Bylaws.
(i.ii) Bond. If required by the Board, the Chief
Financial Officer shall 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 under the control of the Chief Financial
Officer upon death, resignation, retirement or removal from
office.
ARTICLE VIII
INDEMNIFICATION AND INSURANCE
SECTION 8.01. INDEMNIFICATION
(a) Right of Indemnity. To the full extent per-
mitted by law, this corporation shall indemnify its
Directors, officers, employees and other persons described in
Section 5238(a) of the California Corporation Code, including
persons formerly occupying any such position, against all
expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with any
"proceeding", as that term i.s used in such Section and
including an action by or in the right of the corporation, by
reason of the fact that such person is or was a person
described by such 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. Upon written request to
the Board by any person seeking indemnification under Section
5238(b) or Section 5238(c) of the California Corporation
Code, the Board shall promptly determine in accordance with
Section 5238(e) of the 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 indem-
nification. If the Board cannot authorize indemnification
because the number of Directors who are parties to the pro-
ceeding with respect to which indemnification is sought is
such as to prevent the formation of a quorum of Directors who
are not parties to such proceeding, the Board or the attorney
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or other person rendering services i.n connection with the
defense shall apply to the court i.n which such proceeding is
or was pending to determine whether the applicable standard
of conduct set forth in Section 5238(b) or Section 5238(c)
has been met..
(c) Advancement of Expenses. To the full extent
permitted by law and except as is otherwise determined by the
Board in a specific instance, expenses incurred by a person
seeking indemnification under these Bylaws in defending any
proceeding covered by these Bylaws shall be advanced by the
corporation prior to the final disposition of the proceeding
upon receipt by the corporation of an undertaking by or on
behal` of such person that the advance will be repaid unless
it is ultimately determined that such person is entitled to
be indemnified by the corporation therefor.
SECTION 8.02. 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
of the corporation, against any liability asserted against or
incurred by an officer, Director, employee or agent in such
capacity or arising out of the officer's, Director's,
employee's or agent's status as such.
ARTICLE IX
RECORDS AND REPORTS
SECTION 9.01. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep:
(a) Adequate and correct books and records of
account;
(b) Minutes in written form of the proceedings of
the Board and committees of the Board.
(c) If applicable, a record of its members, giving
their names and addresses and the class of membership held.
SECTION 9.02. INSPECTION BY DIRECTORS
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 the records or each of its subsidiary corporations. 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 extracts of documents.
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SECTION 9.03. ANNUAL REPORT
Except as provided under Section 6321(c)(d) or (f)
of the California Corporations Code, not later than one
hundred twenty (120) days after the close of the fiscal year
of the corporation, the Board shall cause an annual report to
be sent to all members of the Board. Such report shall con-
tain the following information in reasonable detail:
(i) The assets and liabilities, including the
trust funds, of the corporation as of the end of the fiscal
year.
(ii) The principal changes in assets and liabi-
lities, including trust funds, during the fiscal year.
(iii) The revenue or receipts of the corporation,
both unrestricted and restricted to particular purposes, for
the fiscal year.
(iv) The expenses or disbursements of the cor-
poration, for both general and restricted purposes, during
the fiscal year.
(v) Any information required by Section 9.04.
SECTION 9.04. ANNUAL STATEMENT OF CERTAIN
TRANSACTIONS AND INDEMNIFICATIONS
The corporation shall prepare annually and furnish
to each director a statement of any transaction or indem-
nification of the following kind within one hundred twenty
(120) days after the close o.f the fiscal year of the cor-
poration:
(a) Any transaction to which the corporation, its
parent or its subsidiary was a party, and in which any
Director or officer of the corporation, its parent or sub-
sidiary (but mere common director -ship shall not be con-
sidered such an interest) had a direct or indirect material
financial interest, if such transaction involved over fifty
thousand dollars ($50,000), or was one of a number of trans-
actions with the same person involving, in the aggregate,
over fifty thousand dollars ($50,000).
(b) Any indemnifications or advances aggregating
more than ten thousand dollars ($10,000) paid during the
fiscal year to any officer or Director of the corporation
pursuant to Section 8.01 hereof.
The statement shall include a brief description of
the transaction, the names of the Director(s) or officer(s)
involved, their relationship to the corporation, the nature
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of such person's interest in the transaction and, where
practicable, the amount of such interest; provided, that in
the case of a partnership in which such person is a partner,
only the interest of the partnership need be stated.
ARTICLE X
CONSTRUCTION AND DEFINITIONS
Unless the context otherwise requires, the general
provisions, rules of construction and definitions in the
California Nonprofit Public Benefit Corporation Law shall
govern the construction of these Bylaws. Without limiting
the generality of the above, the masculine gender includes
the feminine and neuter, the singular includes the plural and
the plural includes the singular and the term "person"
includes both a legal entity and a natural person.
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ARTICLE XI
AMENDMENTS
SECTION 11.01. ACTION BY THE BOARD
The Bylaws may be amended or repealed and new Bylaws
may by adopted by a majority vote of the Board.
SECTION 11.02. LIMITATIONS ON AMENDMENT OF BYLAWS
Where any provision of these Bylaws requires the
vote of a larger proportion of the Directors than otherwise
is required by law, such provision may not be altered,
amended or repealed except by the vote of such greater
number. No amendment may extend the term of a Director
beyond that for which such Director was elected.
SECTION 11.03. MAINTENANCE OF RECORDS
The Secretary of the corporation shall see that a
true and correct copy of all amendments of the Bylaws, duly
certified by the Secretary, is attached to the official
Bylaws o.f the corporation and is maintained with the offi.ci.al
records of the corporation at the principal office of the
corporation.
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CERTIFICATE OF SECRETARY
I, the undersigned,
elected and acting Secretary
Athletic Center
Public Benefit Corporation,
Bylaws of this corporation
Board of Directors held on November
Executed on November 7,
California.
t
Eliopeth Barragan � Secretary
certify that I am the
of Community Youth
a California Nonprofit
and the above Bylaws, are the
as adopted at a meeting of the
19 97.
7,
presently
, 19 97 at San Diego ,
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PAGE INSERTS
FOR
CALIFORNIA NONPROFIT CORPORATION
WITH MEMBERS
ARTICLE IV
SECTION 4.01. QUALSFICATIONS AND RIGHTS OF MEMBERSHIP
(a) Classes and Outaieticationa. This corporation
shall have one or more classes of members, consisting of
persons dedicated to the purposes of this corporation, who
meet other qualifications for membership, as the Board may
determine shall be eligible for membership on approval of
the membership application by the Board and on timely pay-
ment of such dues and fees as the Board may fix from time to
time.
(b) Votinq Members. The members of the classes of
membership having voting rights shall be entitled to vote,
as set .forth in these Bylaws, on the election of Directors,
on the disposition of all or substantially all of the assets
of the corporation, on any merger and its principal terms and
any amendment of those terms, on any election to dissolve the
corporation, on an amendment to the Articles of Incorpora-
tion, except as Otherwise specified in the California Non-
profit Corporations Law; and on the adoption, amendment or
repeal of these Bylaws, except as otherwise specified in the
California Nonprofit Corporations Law. In addition, members
shall have all rights afforded members under the California
Nonprofit Corporation Law.
(c) Other Persons Associated with the Corporation.
The corporation may refer to persons of certain nonvoting
classes or other persons or entities associated with it as
"members," even though those persons or entities ale not
voting rron1t)er"s as set forth in Section 4.01 of these Bylaws,
but no such reference shall constitute anyone a member within
the means.nq of the California Nonprofit Corporations Code
jniess that person or entity shall have qualified for a
voting membership under Section 4.01(b) of these Bylaws.
Reerenres in these Bylaws to members shall mean members as
defined in the California Nonprofit Corporations Code and as
sr>t forth in Section 4 . O1 (b) of these Bylaws. By amendment of
ti:eee Bylaws, the corporation may grant some or all the
lights of e m'ainbe7 of any class, as set forth in these
Bylaws, to any person or entity that. does not have the right
vote on any of the matters specified in Section 4.01(b) of
these Bylaws, but no such person or entity shall be a member
within the mear:_na of the Celifcrn.i.a Nonprofit Corporations
Corr= .
SEcTION 4.02. DUES, FEES, AND ASSESSMENTS
Each member must pay, within the time and on the
conditions set by the Board, the dues, fees, and assessments
jn a:rount.s to be fixed from time to time by the Board. The
dues, fe
es, and assessments shall be equal for all members of
eAch class, hat the Board may, n its discretion, set differ-
ent dues, fees, and assessments for each class.
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MEMRERSi-i1P
SECTION 4.03. GOOD STANDING
Those members who have paid the required dues, fees,
and assessments in accordance with these Bylaws and who are
not suspended shall be members in good standing.
SECTION 4.04. TERMINATION AND SUSPENSION OF MEMBERSHIP
(a)
Causes of Termination. A membership shall
terminate on occurrence of any of the following events:
(i) Resignation of the member, on reasonable
notice to the corporation;
(ii) Expiration of the period of membership,
unless the membership is renewed on the renewal terms fixed
by the l3card;
(1ii) failure of the member to pay dues,
fees, or assessments as set by the Board within the period of
time set by the Board after they become due and payable;
(iv) Occurrence of any event that renders the
member ineligible for membership, or failure to satisfy mem-
berships qualifications; or
(v) Expulsion or suspension of the member
pursuant to Sections 4.04(b) and 4.04(c) of these Bylaws.
(b) suspension 1.2f_Membership. A member may be
suspended, under Section 4.04(c) of these Bylaws, based on
the good faith determination by the Board, or a committee or
person authorized by the Board to make such a determination,
that the member has failed in a material and serious degree
to observe the rules of conduct of the corporation or has
engaged in conduct materially and seriously prejudicial to
the purposes and interests of the corporation.
A person whose membership is suspended shall not be
a member during the period of suspension.
(c) Procedure for Expulsion or Suspenalan . If
grounds appear to exist for expulsion or suspension of a
member, the procedure set forth below shall be followed:
(i) The member shall be given fifteen (15) day's
prior notice of the proposed expulsion or suspension and the
reasons for the proposed expulsion or suspension. Notice
shall be giver. by any method reasonably calculated to pro-
vide actual notice. Any notice given by mail shall be sent
by first-class or registered mail to the member's last ad-
dress as shown on the records of the corporation.
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NIEMbERSHIP
(11) The member shall be given an opportunity
to be hard, either orally or in writing, at least five (5)
days before the effective date of the proposed expulsion or
suspension. The hearing shall be held, or the written state-
ment considered, by the Board or by a committee or person
authorized by the Board to determine whether the expulsion or
suspension should take place.
(ii.i) The Board, committee, or person shall
decide whether or not the member should be suspended,
expelled, or sanctioned in some other way. The decision of
the Board, committee, or person shall be final.
(iv) Any action challenging an expulsion,
suspension, or termination of membership, including a claim
alleging defective notice, must be commenced within one year
after the date of the expulsion, suspension, or termination.
SECTION 4.05. TRANSFER OF MEMBERSHIPS
A membership or any right arising from membership
may be transferred to another person meeting the qualifica-
tions set forth in Section 4.01(a) of these Bylaws only on
the approval of the Board. No member may transfer a mem-
bership or any right arising from it for value. The Board
may by resolution impose transfer fees or other conditions on
the transferring party as i.t deems fit, provided those fees
and conditions are the same for similarly situated members.
Subject to these Bylaws, all rights of membership cease on
the member's death or dissolution.,
SECTION 4.06. MEETINGS OF MEMBERS
(a) Place of Meeting. Meetings of the members
shall be held at any place within or outside California
designated by the Board. In the absence of any such designa-
tion, members' meetings shall be held at the principal office
of the corporation.
(b) Annual Meeting. An annual meeting of members
shall be held on the first of of each year
at o'clock, unless the Board fixes another date or
time and so notifies members as provided in Section 4.06(d)
of these Bylaws. If the scheduled date falls on a legal
holiday, the meeting shall be held the next full business
day. At this meeting, Directors shall be elected and any
other proper business may be transacted, subject to the
notice requirements of Section 4.06(d)(ii) of these Bylaws.
(c) Special Meetings. A special meeting of the
members may be called for any lawful purpose by a majority
vote- of the Board or by the President or by five percent (5%)
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MEMBERSHIP
or more of the members. A special meeting called by any
person(s) (other than the Board) entitled to call a meeting
shall. be called by written request, specifying the general
nature of the business proposed to be transacted, and sub-
mitted to the Chairman of the Board, if any, or the President
or any Vice President or the Secretary of the corporation.
The officer receiving the request shall cause notice to be
given promptly to the members entitled to vote, in accor-
dance with Section 4 .06 (d) of these Bylaws, stating that a
meeting will be held at a special time and date fixed by the
Board, provided, however, that the meeting date shall be at
least thirty-five (35) but no more than ninety (90) days
after receipt of the request. If the notice is not given
within twenty (20) days after the request is received, the
person or persons requesting the meeting may give the no-
tice. Nothing in this Section shall be construed as li.mit-
inct, fixing, or affecting the time at which a meeting of
members may be held when the meeting is called by the Board.
No business, other than the business the general
nature of which was set forth in the notice of the meeting,
may be transacted at a special meeting.
(d) 1oti e Rem i.remenLs for Members' Meeti.nos
(i) General Notice Reuu_i ements. Whenever members
aro required or permitted to take any action at a meeting, a
written notice of the meeting shall be given, in accordance
with Section 4.06(d) of these Bylaws, to each member en-
titled to vote at Lhe meeting. The notice shall specify the
place, date, and hour of the meeting and, (1) for a special
meting, the general nature of the business to be trans-
acted, and no other business may be transacted, or (2) for
the annudi.meeting, those matters that the Board, at the time
noi.icc is given, intends to present for action by the mem--
bers, b rt ar.y proper matter may be presented at the meeting.
The noc ce of any meeting at which Directors are to be elected
or written bai:iots distributed for the election of Directors
i:all include the names of ail persons who are nominees when
fin notice or the ballot is given.
Notice e of S:eztain Agenda Items. Ap-
pr'. _,.1 by r.he membe s of any of the following proposals,
o her than by unanimous apprcval by those entitled to vote,
is va ;.id only if the '. ot_i ce or written waiver of notice
states the general nature of the proposal or proposals:
a. Removing a Director without cause;
b. Filling vacancies on the Board;
c. Amending the Articles of In
corporation; or
d. Electing to wind up and dis-
solve the corporation.
MEMBRRs IP
(iii) Manner of Giving Notice. Notice of any
meetiny of members shall be in writing and shall be given at
least ten (10) days but no more than ninety (90) days before
the meeting date. The notice shall be given either per-
sonally or by first-class, registered, or certified mail, or
by other means of written communication, charges prepaid, and
shall be addressed to each member entitled to vote, at the
address given by the member to the corporation for purposes
of notice. If no address appears on the books of the cor-
poration and no address has been so given, notice shall be
deemed to have been given if either (1) notice is sent to
that member by first. -class mail or telegraphic or other writ-
ten communication delivered to the principal office of the
corporation or (2) notice is published at least once in a
newspaper of general circulation in the county in which the
principal office is located.
(iv) Affidavit of Mailing Notice. An affida-
vit of the mailing of any notice of any members' meeting, or
of the giving of.such notice by other means, may be executed
by the Secretary, assistant Secretary, or any transfer agent
of the corporation, and if so executed, shall be filed and
maintained in the minute book of the corporation.
(e) Quorum.
(i) Number Required. One-third (1/3) of the
voting members, present in person, shall constitute a quorum
for• the transaction of business at any meeting of members;
provided, however, that the only matters that may be voted on
at any special or annual meeting actually attended by less
than one-third (1/3) of the voting power are matters the
general nature of which was disclosed in advance to the mem-
bers by written notice pursuant to Article 1V, Section
4.06(d) of these Bylaws.
(ii) Loss of Quorum. The members present at a
duly called or held meeting at which a quorum is presented
may continue to transact business until adjourned, even if
enough members have withdrawn to leave less than a quorum, if
any action taken (other than adjournment) is approved by at
least a majority of the members required to constitute a
quorum.
(f) Adjournment and Notice of Adjourned Meetings.
Any members' meeting, whether or not a quorum is present, may
be adjourned from time to time by the vote of the majority of
the members represented at the meeting, either in person or
by proxy. No meeting may be adjourned for more than forty-
five (45) days. When a members' meeting is adjourned to
another time or place, notice need not be given of the
adjourned meeting if the time and place to which the meeting
-2(e)-
:�.'� aFRSii(P
is adjourned are announced at the meeting at which adjourn-
ment is taken. If atter adjournment a new record date is
fixed for notice or voting, a notice of the adjourned meeting
shall be given to each member who, on the record date for
notice cf the meeting, is entitled to vote at the meeting. At
the adjourned meeting, the corporation may transact any business
that might have been transacted at the original. meeting.
(g)
(i) Eligibility to Vote. Subject to the
provisions ot- the California Nonprofit Corporation Law, the
only persons entitled to vote at any meeting of members shall
be voting members who are in good standing as of the record
date determined pursuant to Section 4.08 of these Bylaws.
(i.i) kann r of Casting Voted. Voting may be
by voice or ballot, except that any election of Directors
must be by ballot if demanded by any member at the meeting
before the voting begins.
(iii) :'oiini. Each member entitled to vote
shall be entitled to cast one vote on each matter submitted
to a vote of the members. Cumulative voting shall not be
permitted.
(iv) Approval by Majority Vora. If a quorum
is present, the afti._mat..i.ve vote of a majority of the voting
power represented at the meeting, entitled to vote and vot-
ing on any liiattei , shall be the act of the members, unless
the vote of a greater number, or voting by classes, is re-
quired by the California Nonprofit Corporation Law or by
the Articles of Incorporation.
(hi Waiver otnNoi.i_oe or Consent by Absent Members.
(i) writuyn Waiver or Consent. The transac-
tions of any ,meeting of members; however called or noticed
and wherever held, shall he as valid as though taken at a
meeting duly heicl after regular call and notice, if (1) a
quorum 13 present either in person or by proxy, and (2)
either before or after the meeting, each member entitled to
vote, not present in perso;) cr by proxy, signs a written
,.waiver cf notice, a nonscr to the holding of the meeting, or
an approval of the minutes of the meeting. The waiver of
notice, consent., or approval need not specify either the
business to be transacted or the purpose cf any meeting of
mcmber.s,except that if action is taken or proposed to be
taken for approval of any of those matters specified in Sec-
tion 4.06(d) (_i) the waiver of notice, consent, or approval
shalt state the general nature of the proposal. A11 such
-2(f)-
i:EM!-iERS'i'.I P
waivers, consents, or approvals shall be filed with the cor-
porate records or made a part of the minutes of the meeting.
(ii) Waiver by Attendance A member's attendance
at a meeting shall also constitute a waiver of notice of and
presence at that meeting, unless the member objects at the
beginning of the meeting to the transaction of any business
because the meeting was not lawfully called or convened.
Also, attendance at a meeting is not a waiver of any right to
object to the consideration of matters required to be in-
cluded in the notice of the meeting but not so included, if
that objection is expressly made at the meeting.
SECTION 4.07. ACTrON WITHOUT A MEETING
(a) Action by Unanimous Written Consent. Any
action required or permitted to be taken by the members may
be taken without a meeting, if all members consent in writing
to the action. The written consent or consents shall be filed
in the corporate minute book. Any actions taken by written
consent shall have the same force and effect as the unanimous
vote of the members.
(b) Action by Written Ballot Without a Meeting.
Any action that may be taken at any meeting of members may be
taken without a meeting by written ballot complying with
Section 4.07(b) (i) and (ii) of these Bylaws.
(i.) Solicitation of Written Ballots. The
corporation shall distribute one written ballot to each mem-
ber entitled to vote on the matter. Such ballots shall be
mailed or delivered in the manner required by Section 4.06(d)
(i.i.i) of these Bylaws. All solicitations of votes by written
ballot shall (1) indicate the number of responses needed to
meet the quorum requirement; (2) with respect to ballots
other then for election of Directors, state the percentage
of approvals necessary to pass the measure or measures; (3)
with respect to ballots for election of Directors, state the
name of each nominee; and (4) specify the time by which the
ballot must be received in order to be counted. Each ballot
so distributed shall (1) set forth the proposed action; (2)
provide the members an opportunity to specify approval or
disapproval of each proposal; and (3) provide a reasonable
time within which to return the ballot to the corporation,
specifying the address to which the ballot is to be sent. If
the corporation has one hundred (100) or more members, any
written ballot distributed to ten (10) or more members shall
provide, subject to reasonable specified conditions, that if
the person solicited specifies a choice with respect to any
such matter, the vote shall be cast in accordance with that
specification. In any election of Directors, a written
bali.ot which is marked by a member "withhold" or is otherwise
marked in a manner indicating that authority to vote is
withheld, shall nor be voted.
-2(g)-
MEMBERSHIP
21 _1S2:I:es and Approvals Required. Ap-
proval by written ballot shall be valid only when (1) the
number of votes cast by ballot (including those ballots that
are marked "withhold" or otherwise indicate that authority
to vote .is withheld) and received within the time specified
equals or exceeds the quorum required to be present at a
meeting authorizing the action, and (2) the number of ap-
provals equals or exceeds the number of votes that would be
required for approval at a meeting at which the total number
of votes cast was the same as ne number of votes cast by
written ballot without a meeting
(iii) Revrcati_or,. A written ballot may not be
revoked
(iv) Piling. All written ballots shall he filed
with the Secretary of the corporation and maintained in the
corporate records for at least two (2) years.
SECTION 4.08. RECORD DATE FOR NOTICE, VOTING,
WRITTEN BALLOTS, AND OTHER ACTIONS
(a) Record Date Determined by Board. For purposes
of determining which members are entitled to receive notice
of any meeting, to vote, or to give consent to corporate
action without a meeting, the Board of Directors may fix, in
advance, a "record date," which shall not be more than sixty
(60) nor fewer than ten (10) days before the date of any such
meeting, nor more than sixty (60) days before any such action
without a meeting. Only members of -record on the date so
fixed are entitled to notice, to vote, or to give consents,
as the ca3e may be, notwithstanding any transfer of any
membership on the books of the corporation after the record
day, except as otherwise provided in the Articles of Incor-
poration, by agreement, or in the California Nonprofit Cor-
poration Law.
(b) Record Date Not Determined By Board.
(i.) Record Date For Notice Or Voting. If not
otherwise fixed by the Board, the record date for determin-
ing members entitled (1) to receive notice of, or to vote at,
a meeting of members shall be the next business day preceding
the day on which notice is given or, if notice is waived, the
business day preceding the day on which the meeting is held.
(ii) Record Date For Action By Written Ballot If
not otherwise fixed by the Board, the record date for deter-
mining those members entitled to vote by written ballot shall
be on the day an which the first written ballot is mailed or
solicited.
-2(h)-
MEMBERSHIP
(iii) Record Date for Written Consent to Ac-
tion Without Meeting. Unless fixed by the Board, the
record date for determining those members entitled to vote
by written consent on corporate action without a meeting,
when no prior action by the Board has been taken, shall be
the day on which the first written consent is given. When
prior action of the Board has been taken, it shall be the day
on which the Board adopts the resolution relating to that
action,
(iv) Record Date For Other Actions. If not
otherwise fixed by the Board, the record date for determin-
ing members entitled to exercise any rights with respect to
any other lawful action shall be on the date on which the
Board adopts the resolution relating to that action, or the
sixtieth (60th) day before the date of that action, which-
ever is later.
(c) Definition of "Members of Record" For pur-
poses of this Section 4.08, a person holding a voting member-
ship at the close of business on the record date shall be a
member of record.
SECTION 4.09. PROXIES
(a) Might of Members_ Each member entitled to vote
shall have the right to do so either in person or by one or
more agents authorized by a written proxy, signed by the
person and filed with the Secretary of the corporation. A
proxy shall be deemed signed if the member's name is placed
on the proxy (whether by manual signature, typewriting, telegraphic
transmission, or otherwise) by the member or the member's
attorney -in -fact.
(b) Form of Solicited Proxies. If the corporation
has one hundred (100) or more members, any form of proxy
distributed to ten (10) or more members shall afford an
opportunity on the proxy to specify a choice between ap-
proval and disapproval of each matter or group of related
matters, and shall provide, subject to reasonable specified
conditions, that when the person solicited specifies a choice
with respect to any such matter., the vote shall be cast in
accordance with that. specification. In any election of Di-
rectors, any form of proxy that a member marks "withhold," or
otherwise marks in a manner indicating that authority or
vote for the election of Directors is withheld, shall not be
voted either for or against the election of a Director.
(c) Requirement That, Genera] Nature of Subject of
Lro_Ky____Ba_LIAP.ed. Any proxy covering matters for which a vote
of the members is required, including amendments of the Ar-
ticles of Incorporation or Bylaws changing voting rights;
removal of Directors without cause; filling vacancies on the
MEMBERSHIP
Board of Directors; the sale, lease, exchange, conveyance,
transfer, or other disposition of all or substantially all
of the corporate assets, unless the transaction is in the
usual and regular course of the activities of the corpora-
tion; the principal terms of a merger or the amendment of a
merger agreement; or the election to dissolve the corpora-
tion, shall not be valid unless the proxy sets forth the
general nature of the matter to be voted on or, with respect
to an election of Directors, the proxy lists those who have
been nominated at the time the notice of the election is
given to the members.
(d) Revocability. A validly executed proxy shall
continue in full force and effect until;
(i.) revoked by the member executing it, before the
vote is cast under that proxy,
(A) by a writing delivered to the corporation
stating that the proxy is revoked, or
(B) by a subsequent proxy executed by that
member and presented to the meeting, or
(C) as to any meeting, by that member's per-
sonal attendance and voting at the meeting; or
(ii) written notice of death or incapacity of the
maker of the proxy is received by the corporation before the
vote under that proxy is counted, provided, however, that no
proxy shall be valid after the expiration of eleven (11)
months from the date of the proxy, unless otherwise provided
in the proxy, except that the maximum term of a proxy shall
be three (3) years from the date of execution. A proxy may
not be irrevocable, The revocability of a proxy that states
on its face that it is irrevocable shall be governed by the
California Nonprofit Corporations Code.
SECTION 4.10. ELECTION OF DIRECTORS
(a) Lamlilatlana_t.y_Lomme.. The Chairman of the
Board, or the President if there is no Chairman, shall ap-
point a committee to select qualified candidates for elec-
tion to the Board at least ninety (90) days before the date
of any election of Directors. This nominating committee shall
make its report at least sixty (60) days before the date of
the election or at such other time as the Board of Directors
may set and the Secretary shall forward to each member, with
the notice of meeting required by these Bylaws, a list of all
candidates nominated by committee under this Section.
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MEMBERSHIP
2. by first-class mail, postage pre-
paid;
3. by telephone, either directly to
the Director or to a person at the Director's office who
would reasonably be expected to communicate that notice
promptly to the Director; or
4. by telegram, charges prepaid.
All such notices shall be given or sent to
the Director's address and/or telephone number as shown on
the records of the corporation.
b. Time Requirements. Notices sent by
first-class mail shall be deposited in the United States
mails at least four (4) days before the time set for the
meeting. Notices given by personal delivery, telephone, or
telegraph shall be delivered, telephoned, or given to the
telegraph company at least forty-eight (48) hours before the
time set for the meeting.
c. Notice Contents. 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.
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public benefit
SECTION 5.07. QUORUM
A majority of the authorized number of Directors
shall constitute a quorum for the transaction of business,
except to adjourn as provided in section 5.09. Subject to
the more stringent provisions of the California Nonprofit
Public Benefit Corporation Law, including, without limita-
tion, those provisions relating to (i.) approval of contracts
or transactions in which a Director has a direct or indi.rect
material financial interest, (ii) approval of certain tran-
sactions between corporations having common directorship,
(iii) creation of an appointment of committees of the Board
and (iv) indemnification of Directors, every act or decision
done or made by a majority of the Directors present at a
meeting duly held at which a quorum is present shall be
regarded as the act of the Board. A meeting at which a
quorum is initially present may continue to transact busi-
ness, notwithstanding the withdrawal of Directors, if any
action taken is approved by at least a majority of the
required quorum for that meeting.
SECTION 5.08. WAIVER OF NOTICE
Notice of a meeting need not be given any Director
who signs a waiver of notice or a written consent to holding
the meeting or an approval of the minutes thereof, whether
-6 (a) -
public benefit
(A) Inspect and copy the records of members'
names, addresses, and voting rights during usual business
hours on five (5) days' prior written demand on the corpora-
tion, which demand must state the purpose for which the
inspection rights are requested; or
(B) Obtain from the Secretary of the corpora-
tion, on written demand and tender of a reasonable charge, a
list of names, addresses, and voting rights of members who
are entitled to vote for the election of Directors as of the
most recent record date for which that list has been com-
piled, or as of a date specified by the member, after the
date of demand. The demand shall state the purpose for which
the list is requested. The Secretary shall make this list
available to the member on or before the latter of ten (10)
days after (i) the demand is received or (ii) the date speci-
fied in the demand as the date as of which the list is to be
compiled.
The corporation may, within ten (10) business days
after receiving a demand under this Section, make a written
offer of an alternative method of reasonable and timely achievement
of the proper purpose specified in the demand without pro-
viding access to or a copy of the membership list. Any rejec-
tion of this offer must be in writing and must state the
reasons that the proposed alternative does not meet the proper
purpose of the demand.
If the corporation believes that the information
requested will be used for a purpose other than one reason-
ably related to a person's interest as a member, or if the
corporation provides a reasonable alternative under this
Section 4.11(b), it may deny the member access to the member-
ship list.
Any inspection and copying under this section may be
made in person or by the member's agent or attorney. The
right of inspection includes the right to copy and make
extracts. Any right of inspection extends to the records of
any subsidiary of the corporation.
(ii) Accounting Records and Minutes. On written
demand presented to the corporation, any member may inspect,
copy, and make extracts of the accounting books and records
and the minutes of the proceedings of the members, the Board,
and committees of the Board at any reasonable time for a
purpose reasonably related to the member's interest as a
member. Any such inspection and copying may be made in
person or by the member's agent or attorney. Any right of
inspection extends to the records of any subsidiary of the
corporation.
-2 (1)-
MEMBERSHIP
(iii) Main nance and Inspection of ArticleA
sated Bylaws. The corporation shall keep at its principal
office, or if its principal office is not in California, at
its principal business office in this state, the original or
a copy of its Articles of Incorporation and Bylaws, as amended
to date, which shall he open to inspection by the members at
all reasonable times during office hours. If the principal
office of the corporation is outside California and the cor-
poration has no principal business office in this state, the
Secretary shall, on the written request of any member, fur-
nish to that member a copy of the Articles of Incorporation
and Bylaws, as amended to date.
SECTION 4.12. ANNUAL REPORT
(a) _anual Reports. If required, the Board shall
cause an annual report to be sent to the members within one
hundred twenty (120) days after the end of the fiscal year of
the corporation. That report shall contain the information
specified in Article IX Section 9.03 of these Bylaws.
(b) Annual Statement of Certain Transactions and
Tndemnifications. As part of the annual report to all mem-
bers, or as a separate document if no annual report is is-
sued, the corporation shall annually prepare and mail or
deliver to each member and furnish to each Director a state-
ment of any transaction or indemnification of the following
kind within one hundred twenty (120) days after the end of
the fiscal year of the corporation:
(i.) Any transaction to which the corporation,
its parent., or its subsidiary was a party, and to which an
interested person" had a direct or indirect material finan-
cial interest, which involved more than fifty thousand dol-
lars ($50,000) or was one of a number of transactions with
the same interested person involving, in the aggregate, more
than fifty thousand dollars ($50,000). For this purpose, an
"interested person" is either of the following:
(A) Any Director or officer of
the corporation, its parent, or subsidiary (but mere common
directorship shall not be considered such an interest); or
(B) Any holder of more than ten
percent (10%) of the voting power of the corporation, its
parent, or its subsidiary.
The statement shall include a brief description of
the transaction, the names of interested persons involved,
their relationship to the corporation, the nature of their
interest in the transaction and, if practicable, the amount
of that interest, provided that if the transaction was with
a partnership in which the interested person is a partner,
only the interest of the partnership need be stated.
-2 (m) -
ME.t4BERSIIIP
(ii) Any indemnifications or advances aggre-
gating more than ten thousand dollars ($10,000) paid during
the fiscal year to any officer or Director of the corporation
under Article VIII of these Bylaws, unless that indem-
nification has already been approved by the members under
the California Nonprofit Corporations Code.
-2(n)-
Mam MBE RS H1P
ARTICLE V
DIRECTORS
SECTION 5.01. POWERS
(a) General corporate powers. Subject to the pro-
visions and limitations of the California Nonprofit
Corporation Law and any other applicable laws, and any limi-
tations of the Articles of Incorporation and of these Bylaws,
the activities and affairs of the corporation shall be
managed, and all corporate powers shall be exercised, by or
under the direction of the Board.
(b) Specific Powers. Without prejudice to these
general powers, but subject to the same limitations, the
Directors shall have the power to:
(i) Appoint and remove, at the pleasure of the
Board, all officers, agents and employees of the corporation;
prescribe powers and duties for them that are consistent with
law, with the Articles of Incorporation and with these
Bylaws; and fix their compensation and require from them
security for faithful performance of their duties.
(i.i) Change the principal office or the prin-
cipal business office in the State of California from one
location to another; cause the corporation to be qualified to
conduct its activities in any other state, territory, depen-
dency or country and conduct its activities within or outside
the State of California; and designate any place within or
outside the State of California for the holding of any
meeting, including annual meetings.
(iii) Adopt and use a corporate seal and alter
the form thereof.
(iv) Borrow money and incur indebtedness on
behalf of the corporation and cause to be executed and deli-
vered for the purposes of the corporation, in the corporate
name, promissory notes, bonds, debentures, deeds of trust,
mortgages, pledges, hypothecations and other evidences of
debt and securities.
SECTION 5.02. NUMBER AND ELECTION OF DIRECTORS
AND RESTRICTIONS ON DIRECTORS
(a) Authorized number. The authorized number of
Directors shall be . Directors need not be resi-
dents of the State of California.
?�{ MBE'.SHIP
(b) Flecti.on of Directors Directors shall be
elected at each annual meeting of the members to hold office
until the next annual meeting; however, if any annual meet-
ing is not held or the Directors are not elected at any
annual meeting, they may be elected at any special member's
meeting held for that purpose. Each Director, including a
Director elected to fill a vacancy or elected at a special
member's meeting, shall hold office until expiration of the
term for which elected and until a successor has been elected
and qualified.
(c) Restrictions on Directors. Not more than
forty-nine percent (49%) of the persons serving on the Board
may be interested persons. An interested person is (1) any
person being compensated by the corporation for services
rendered to it within the previous twelve (12) months, whether
as a full-time or part-time employee, independent contrac-
tor, or otherwise; and (2) any brother, sister, ancestor,
descendant, spouse, brother-in-law, sister-in-law, son-in-
law, daughter-in-law, mother-in-law or father-in-law of such
person. However, any violation of the provisions of this
paragraph shall not affect the validity or enforceability of
any transaction entered into by the .corporation. A Director
may not participate in any vote on any proposed transaction
with another organization or entity of which such Director
is also an employee, principal or director.
SECTION 5.03. TERM OF OFFICE OF DIRECTORS
The Directors newly appointed or selected in accor-
dance with section 5.02(b) shall hold office for a term of
one (1) year.
SECTION 5.04. VACANCIES
(a) ayeu-ts causing vacancy. A vacancy or vacancies
on the Board shall exist on the occurrence of the following:
(i) the death, removal, suspension or resignation of any
Director; or (ii) the declaration by resolution of the Board
of a vacancy in the office of a Director who has been de-
clared of unsound mind by an order of court or convicted of
a felony or has been found by final order or judgment of any
court to have broached a duty under the California Nonprofit
Corporation Law.
(b) Resignations Except as provided in this sub-
section, any Director may resign effective upon giving writ-
ten notice to the Chairman of the Board, if any, or the
President or the Secretary, of the Board, unless such notice
specifies a later time for the resignation to become effec-
tive. Except upon notice to the Attorney General of the State
of California, no Director may resign when the corporation
would the be left without a duly elected Director or Direc-
tors in charge of its affairs.
-4-
MEMBERSHIP
public benefit
(b) i;lection of Directors. Directors shall be
elected at each annual meeting of the members to hold office
until the next annual meeting; however, if any annual meet-
ing is not held or the Directors are not elected at any
annual meeting, they may be elected at any special member's
meeting held for that purpose. Each Director, including a
Director elected to fill a vacancy or elected at a special
member's meeting, shall hold office until expiration of the
term for which elected and until a successor has been elected
and qualified.
SECTION 5.03. TERM OF OFFICE OF DIRECTORS
The Directors newly appointed or selected in accor-
dance with section 5.02(b) shall hold office for a term of
one (1) year.
• SECTION 5.04. VACANCIES
(a) Events cans.in.g vacancy A vacancy or vacancies
on the Board shall exist on the occurrence of the following:
(i) the death, removal, suspension or resignation of any
Director; or (ii) the declaration by resolution of the Board
of a vacancy in the office of a Director who has been de-
clared of unsound mind by an order of court or convicted of
a felony or has been found by final order or judgment of any
court to have breached a duty under the California Nonprofit
Corporation Law.
(b) Resignations. Except as provided in this sub-
section, any Director may resign effective upon giving writ-
ten notice to the Chairman of the Board, if any, or the
President or the Secretary of the Board, unless such notice
specifies a later Lime for the resignation to become effec-
tive. Except upon notice to the Attorney General of the State
of California, no Director may resign when the corporation
would then be left without a duly elected Director or Direc-
tors in charge of its affairs.
-4-
ME:MEERSHIP
(c) Filling vacancies. Any vacancy on the Board
shall be filled by vote of the remaining Directors, whether
or not less than a quorum, or by a sole remaining Director.
(d) No vacancy on reduction of number of Directors.
No reduction of the authorized number of Directors shall have
the effect of removing any Director before the Director's
term of office expires.
SE:TION 5.05. PLACE OF MEETINGS; MEETINGS BY TELEPHONE
Meetings of the Board shall be held at the principal
office of the corporation or at such other place as has been
designated by the Board. In the absence of any such designa-
tion, meetings shall be held at the principal office of the
corporation. Any meeting may be held by conference telephone
or similar communication equipment, so long as all Directors
participating in the meeting can hear one another, and all
such Directors shall be deemed to be present in person at
such meeting.
SECTION 5.06. ANNUAL, REGULAR AND SPECIAL MEETINGS
(a) Annual Meeting. The Board shall hold an annual
meeting immediately following the annual meeting of the mem-
bership, or in conjunction with its regularly scheduled
meeting for the month of of each year for
the purpose of organization, election of officers and the
transaction of other business; provided, however, that the
Board may fix another time for the holding of its annual
meeting. NoLice of this meeting shall not be required.
(b) Other Regular Meetings. Other regular meetings
shall be held on the of each month at
[a.p.im., at the principal office of the cor-
poration, or at any other place designated from time to time
by resolution of the Board. Said meetings shall be held
without notice; provided, however, any given monthly meeting
may be dispensed with by majority vote of the Board.
(c) Special Meetings.
(i) Authority To Call. Special meetings of
the Board for any purpose may be called at any time by the
Chairman of the Board, if any, the President or any Vice
President, or. the Secretary or any two Directors.
(i.i) Notice.
a. Manner. of Giving Notice. Notice of
the time and place of special meetings shall be given to each
Director by one of the following methods:
-5-
MF.!.BERSF{IP
1. by personal delivery of written
notice;
2. by first-class mail, postage pre-
paid;
3. by telephone, either directly to
the Director or to a person at the Director's office who
would reasonably be expected to communicate that notice
promptly to the Director; or
4. by telegram, charges prepaid.
All such notices shall be given or sent to the Director's
address to telephone number as shown on the records of the
corporation.
b. Time Requirements. Notices sent by
first-class mail shall be deposited in the United States
mails at least four (4) days before the time set for the
meeting. Notices given by personal delivery, telephone, or
telegraph shall be delivered, telephoned, or given to the
telegraph company at least forty-eight (48) hours before the
time set for the meeting.
c. Notice Contents. 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-
MEMBERSHIP
ARTICLE XI
AMENDMENTS
SECTION 11.01. ADOPTION OR AMENDMENT BY MEMBERS
New Bylaws may be adopted or these Bylaws may be
amended or repealed by approval of a majority of the members
of the corporation.
The term "majority," as used in this section, is as
defined in the California Nonprofit Corporation Law.
SECTION 11.02. AMENDMENT BY BOARD OF DIRECTORS
Subject to the right of members under Section 11.01
hereinabove, Bylaws other than a Bylaw fixing or changing the
authorized number of Directors, or the minimum and maximum
number of Directors, or a Bylaw materially and adversely
affecting the rights of members as to voting or transfer, may
be adopted, amended, or repealed by a majority vote of the
Board of Directors.
SECTION 11.03. MAINTENANCE OF RECORDS
The Secretary of the corporation shall see that a
true and correct copy of all amendments of the Bylaws, duly
certified by the Secretary, is attached to the official
Bylaws of the corporation and is maintained with the official
records of the corporation at the principal office of the
corporation.
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MEMBERSHIP
EXHIBIT E
AFFIRMATIVE ACTION POLICY
1. Provision of Prooram Services
a. SUB -RECIPIENT shall not, on the grounds of race, religion, color, national origin,
sex, sexual preference, or handicap, exclude any person from participation in,
deny any person the benefits of, or subject any person to discrimination under
any program or activity funded in whole or in part with CDBG funds.
b. SUB -RECIPIENT shall not under any program or activity funded in whole or in
part with CDBG funds, on the grounds of race, religion, color, national origin,
sex, sexual preference, or handicap:
1) Deny any facilities, services, financial aid or other benefits
provided under the program or activity; or
2) Provide any facilities, services, financial aid, or other benefits
which are different or are provided in a different form from that
provided to others under the program or activity; or
3) Subject to segregated or separate treatment in any facility in, or
in any matter of process related to receipt of any service or
benefit under the program or activity; or
4) Restrict in any way access to, or in the enjoyment of any
advantage or privilege enjoyed by others in connection with
facilities, services, financial aid, or other benefits under the
program or activity; or
5) Treat an individual differently from others in determining whether
the individual satisfies any admission, enrollment, eligibility,
membership, or other requirement or condition which the
individual must meet in order to be provided any facilities,
services, or other benefits provided under the program or
activity; or
6) Deny any opportunity to participate in a program or activity as an
employee.
c. SUB -RECIPIENT may not utilize criteria or methods of administration which have
the effect of subjecting individuals to discrimination on the basis of race,
religion, color, national origin, sex, sexual preference, or handicap, or have the
effect of defeating or substantially impairing accomplishment of the objectives of
the program or activity with respect to individuals of a particular race, religion,
color, national origin, sex, sexual preference or handicap.
d. SUB -RECIPIENT, in determining the site or location of housing or facilities
provided in whole or in part with CDBG funds, may not make selections of such
site or location which have the effect of excluding individuals from, denying
them the benefits of, or subjecting them to discrimination on the grounds of
race, color, national origin, or sex, or which have the purpose or effect of
defeating or substantially impairing the accomplishment of the objectives of the
Civil Rights Act of 1964 and amendments thereto:
e. In administering a program or activity funded in whole or in part with CDBG
funds regarding which the SUB -RECIPIENT has previously discriminated against
persons on the grounds of race, religion, color, national origin, sex, sexual
preference or handicap, the SUB -RECIPIENT must take affirmative action to
overcome the effects of prior discrimination.
f. Even in the absence of such prior discrimination, a SUB -RECIPIENT in
administering a program or activity funded in whole or in part with CDBG funds
should take affirmative action to overcome the effects of conditions which would
otherwise result in limiting participation by persons of a particular race, color,
national origin, or sex. Where previous discriminatory practice or usage tends,
on the grounds of race, religion, color, national origin, sex, sexual preference, or
handicap, to exclude individuals from participation in, to deny them the benefits
of, or to subject them to discrimination under any program or activity to which
CDBG funding applies, the SUB -RECIPIENT has an obligation to take reasonable
action to remove or overcome the consequences of the prior discriminatory
practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964.
g.
A SUB -RECIPIENT shall not be prohibited by this part from taking any eligible
action to ameliorate an imbalance in services or facilities provided to any
geographic area or specific group of persons within its jurisdiction where the
purpose of such action is to overcome prior discriminatory practice or usage.
h. Notwithstanding anything to the contrary in Sections J. 1. (a. through h.),
nothing contained herein shall be construed to prohibit any SUB -RECIPIENT
from maintaining or constructing separate living facilities or rest -room facilities
for the different sexes. Furthermore, selectivity on the basis of sex is not
prohibited when institutional or custodial services can properly be performed
only by a member of the same sex as the recipients of the services.
2. Employment Discrimination
a. SUB -RECIPIENT shall not discriminate against any employee or application for
employment because of race, color, religion, sex, national origin, age, or
handicap. SUB -RECIPIENT shall take affirmative action to insure that applicants
are employed, and that employees are treated during employment, without
regard to their race, color, religion, sex, national origin, age, or handicap. Such
action shall include, but not be limited to, the following: employment,
upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff
or termination, rate -of -pay or other forms of compensation and selection for
training including apprenticeship. SUB -RECIPIENT agrees to post in conspicuous
places, available to employees and applicants for employment, notices setting
forth the provisions of this non-discrimination clause.
b. SUB -RECIPIENT shall, In all solicitations or advertisements for employees placed
by or on behalf of SUB -RECIPIENT, state that all qualified applications will
receive consideration for employment without regard to race, color, religion,
sex, national origin, age, or handicap.
c. SUB -RECIPIENT shall send to each labor union or representative of workers with
which it has a collective bargaining agreement or other contract or
understanding, a notice to be provided by the CDC's contracting officers,
advising the labor union or workers' representative of SUB -RECIPIENT'S
commitments under Section 202 of Executive Order No. 11246 of September
24, 1965, and shall post copies of the notices in conspicuous places available to
employees and applicants for employment.
d. SUB -RECIPIENT shall comply with all provisions of Executive Order 11246 of
September 24, 1965, and of the rules, regulations, and relevant orders of the
Secretary of Labor..
e. SUB -RECIPIENT shall furnish to the CDC all information and reports required by
Executive Order No. 11246 of September 24, 1965, and by the related rules,
regulations, and orders.
f. In the event of SUB -RECIPIENTS failure to comply with any rules, regulations,
or orders required to be complied with pursuant to this Agreement, the CDC
may cancel, terminate, or suspend in whole or in part its performance and SUB -
RECIPIENT may be declared ineligible for further government contracts in
accordance with procedures authorized in Executive Order No. 11246 of
September 24, 1965, and such other sanctions as may be imposed and
remedies invoked as provided in Executive Order No. 11246 of September 24,
1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise
provided by law.
g.
SUB -RECIPIENT shall include the provisions of Section II. 3. 2. (a. through f.),
"Affirmative Action Policy," paragraphs (1) through (6) in every subcontract or
purchase order unless exempted by rules, regulations, or order of the Secretary
of Labor issued pursuant to Section 204 of Executive Order No. 11246 of
September 24, 1965, so that such provisions will be binding upon each
subcontractor or vendor. SUB -RECIPIENT shall take such action with respect to
any subcontract or purchase order as the CDC may direct as a means of
enforcing such provisions including sanctions for non-compliance; provided,
however, that in the event SUB -RECIPIENT becomes involved in, or is
threatened with, litigation with a subcontractor or vendor as a result of such
direction by the CDC, SUB -RECIPIENT may request the United States to enter
into such litigation to protect the interests of the United States.
h. SUB -RECIPIENT shall not discriminate on the basis of age in violation of any
provision of the Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.) or with
respect to any otherwise qualified handicapped individual as provided in Section
504 of the Rehabilitation Act of 1973 (29 U.S.C. 794). SUB -RECIPIENT shall
also provide ready access to and use of all CDBG fund -assisted buildings to
physically handicapped persons in compliance with the standards established in
the Architectural Barriers Act of 1968 (42 U.S.C. 4151 et sea.).
3. Remedies: In the event of SUB -RECIPIENT'S failure to comply with any rules,
regulations, or orders required to be complied with pursuant to this Agreement, the
CDC may cancel, terminate, or suspend in whole or in part its performance and SUB -
RECIPIENT may be declared ineligible for further government contracts and any such
other sanctions as may be imposed and remedies invoked as provided by law.
RESOLUTION 2007 — 89
RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF NATIONAL CITY
APPROVING THE 2007-08 ANNUAL ACTION PLAN
FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG)
AND HOME INVESTMENT PARTNERSHIP ACT (HOME) PROGRAMS
WHEREAS, as an entitlement community, the City of National City administers
the Community Development Block Grant (CDBG) and the Home Investment Partnership Act
(HOME) Programs for the Federal Government under the United States Department of Housing
and Urban Development (HUD); and
WHEREAS, HUD requires that all CDBG & HOME Program entitlement
communities, such as the City of National City, hold a Public Hearing to solicit input on the
Annual Action Plan; and
WHEREAS, the City Council of the City of National City conducted a duly
advertised public hearing on March 6 and March 27, and
WHEREAS, the Annual Action Plan addresses the housing and community
development needs assessed in the 5-Year Consolidated Plan and adopted by the City Council
in May of 2005. The Annual Action Plan includes a listing of all proposed projects/programs for
Fiscal Year 2007-08 (July 1, 2007 — June 30, 2008) utilizing Community Development Block
Grant (CDBG), Home Investment Partnership Act (HOME) funds and Section 108 Loan
Program; and
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of
National City that the Annual Action Plan (2007-08) for the CDBG and HOME funds are
approved as shown on the attached Exhibit "A", and the Mayor is hereby authorized, on behalf
of the City Council, to submit the 2007-08 Annual Plan dated May 1, 2007, for the expenditure
of said funds to the U.S. Department of Housing and Urban Development (HUD).
PASSED and ADOPTED this 1st day of May, 20
on Morrison, Mayor
ATTEST:
Mich I Dalla, City lerk
APPROVED AS TO FORM:
George H. Eiser, III
City Attorney
EXHIBIT 'A'
City of National City
FY 2007-2008
Annual Action Plan
U.S. Department of Housing and Urban Development (HUD)
Draft
Executive Summary
urisdiction's Name:
dame of Organization:
:ontact Person:
'elephone:
iite Address:
Table 3C
Consolidated Plan Listing of Projects
City of National City
Community Youth Athletic Center
Carlos Barragan- Executive Director
(619)474-2922
1018 National City Blvd., National City, CA, 91950
'riority Need:
FY 2007-2008 CDBG FUNDING
• '� > Y.r wa ar
3, ,YY•�t
py����pli Y
+• Vbi �..
„k
s-' [ b• 'Y' . va _ L`
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�l R..eQ' S 1 •�y. 1y' Y�".wl: S j} <t
H! 1 _S .V( f-'~ •k Ji (� r}f.! Ftf3 } a�^f'iKa--"r�F�s!``
"+♦ �+,. ti '1 a, re
, a . • k. U �. e'.'.._ $, � ? .. a `
.. r• a, . .
1 1�L 9-.
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i
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r^yai 9T
Program
Development
Support salary expenses for two full-time staff.
1,700
Individuals
$50,000
irok
The Neighborhood Critical Hours Program is a center based for after school programs primarily at the
Community Youth Athletic Center located in the heart of National City adjacent to Old. Town National
City area. The CYAC youth programs have attracted many National City's youth over the 16 years of
operation. Our family's approach of coaching has been ':Making a difference, one round at a dine". It has
become a part of growing up in National City. Our youth center provides diverse activites that meet the
needs of all youth. Programs engage young people in activites with adults and peers that enable them to
develop self-esteem and to reach their full potential. CDBG funds' will be used for program
development. These funds will allow the program to increase the number of participants and hire a full
:ime director and assistant that will enhance the programs monitoring, delivery and coordination of the
stated goals and objectives:
)bjective Number
Project ID
2007-7
Funding Sources
IUD Matrix Code
)5D- Public Services
CDBG Citation
570.201(e)
CDBC
$50,000
ESG
$0
type of Recipient
Jon -profit
CDBG National Objective
Low Moderate Area
IIOME
$0
HOPWA
$0
itart Date
71/2007
Completion Date
6/30/2008
Total Formula
$0
Prior Year Funds
$0
'erformance Indicator
ndividuals
Annual Units
1,700
Assisted Housing
$0
PHA
$0
.ocal ID
'ab tt 14
Units Upon Completion
1,700
Other Funding
$0
Total
550,000
The primary purpose the project is to help:
Homeless: No
Persons with HIV/AIDS: No
Persons with Disabilities: No
Public Housing Needs: No
Objective category: ® Suitable Living Environment
Outcome category: El Availability/Accessibility ❑ Affordability
❑ Decent Housing ❑ Economic Opportunity
Sustainability
11
Passed and adopted by the Council of the City of National City, California, on May 1,
2007 by the following vote, to -wit:
Ayes: Councilmembers Morrison, Natividad, Parra, Ungab, Zarate.
Nays: None.
Absent: None.
Abstain: None.
AUTHENTICATED BY: RON MORRISON
Mayor of the City of National City, California
City Jerk of the Cit�/fbf National City, California
By:
Deputy
I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of
RESOLUTION NO. 2007-89 of the City of National City, Califomia, passed and adopted
by the Council of said City on May 1, 2007.
City Clerk of the City of National City, California
By:
Deputy
City of National City
COUNCIL AGENDA STATEMENT
MEETING DATE: May 1, 2007 AGENDA ITEM NO.
u,oG-t-aa
C aoo�t �y
20
ITEM TITLE: RESOLUTION OF'I'HE CITY COUNCIL OF THE CITY OF NATIONAL CITY
APPROVING THE FISCAL YEAR 2007-08 ANNUAL ACTION PLAN FOR TIIE COMMUNITY
DEVELOPMENT BLOCK GRANT (CDBG) AND HOME INVESTMENT PARTNERSIIIP ACT
(HOME) PROGRAMS
PREPARED BY: RUDY LOPEZ
DEPARTMENT COMMUNITY SERVICES
EXPLANATION:
lJpon the conclusion of the duly advertised final Public Hearing, the City Council will consider the adoption of the attached
Resolution approving the Fiscal Year (FY) 2007-08 Annual Action Plan.
The Annual Action Plan addresses the housing and community development needs assessed in the City's 5-Year Consoli-
dated Plan tbr FY's 2005-06 through 2009-10, adopted by the City Council in May of 2005. The Annual Action Plan in-
cludes a listing of all proposed projects/programs to be undertaken in FY 2007-08 (July 1, 2007 — June 30, 2008) utilizing
Community Development Block (;rant (CDBG) and Home lnvestment Partnership Act (HOME) funds.
The attached Executive Summary of the FY 2007-08 Annual Action Plan is noted as a draft to allow all public comments/
input received during the 30-Day Public Review Period set from March 29, 2007 to May I, 2007, to be incorporated into the
final version to be submitted to HUD by May 15, 2007.
Environmental Review
Not applicable to this report.
Financial Statement
The City will receive CDBG and HOME program funds from HUD in FY 2007-08. The City Council's adopted alloca-
tions will then be incorporated into the City and CDC 2007-08 Fiscal Year Budgets.
STAFF RECOMMENDATION
Adopt attached Resolution.
BOARD/COMMISSION RECOMMENDATION
Not applicable to this report.
•
ATTACHMENTS (Listed Below)
1. DRAT Executive Summary of the IY 2007-08 Annual Action Plan
12. Resolution
Resolution No.
City of National City
Office of the City Clerk
1243 National City Boulevard, National City, CA 91950-4397
Michael R. Dalla, CMC - City Clerk
(619) 336-4228 Fax: (619) 336-4229
November 21, 2007
Mr. Carlos Barragan
Executive Director
Community Youth Athletic Center
1018 National City Blvd.
National City, CA 91950
Dear Mr. Barragan,
On October 22nd, 2007 an Agreement was entered between the City of National
City and Community Youth Athletic Center.
We are enclosing for your records a fully executed original agreement.
Sincerely,
Michael R. Dalla, CMC
City Clerk
Enclosure
cc: Grants Department
® Recycled Paper