City of Culver City, California
City Council Agenda Item Report
RECOMMENDATION:
Staff recommends the City Council approve the development and implementation of
a 501(c)(3) entity (Foundation) to support the cultural affairs work program within the
City of Culver City.
BACKGROUND:
On February 27, 2006, this item was brought to the City Council for consideration.
During the meeting this item was continued so that staff could further address the
following two items:
1) Who can serve as the CEO of the Foundation?; and
2) How can funds to the Foundation be limited from individuals doing business with
the City in order to avoid any conflict of interest?
In addition to these two areas, Staff has also reviewed the status of the proposed
Foundation as a component accounting unit of the City of Culver City and the need
for the City and/or the Redevelopment Agency to provide start-up funds for the
Foundation. Both additional items are also being discussed in this staff report.
DISCUSSION:
Designation of the Chief Executive Officer of the 501(c)(3)
In order to provide for an efficient operation of the Foundation, the Foundation’s By-
Laws provide for the designation of a Chief Executive Officer (CEO). During the
initial consideration of this item by the City Council, there was significant discussion
over the role of the CEO and whether or not the Community Development Director
could serve in that capacity.
Meeting Date: June 26, 2006 Item Number: A-3
AGENDA ITEM: Consideration of Culver City Cultural Affairs Foundation (501C3)
Contact Person/Dept.: Susan Evans Phone Number: 310-253-5702
Fiscal Impact: Yes [X] No [] General Fund: Yes [] No [X]
Public Hearing: [] Action Item: [X] Attachments: [X]
Public Notification: Master Notification List (06/2206)
Department Approval:
Susan Evans (06/14/2006)
CAO Approval:
Jerry B. Fulwood (06/21/2006)
City Controller Approval:
Marlee Chang (06/21/2006)City of Culver City, California
City Council Agenda Item Report
Because the proposed Foundation is closely associated with the City of Culver City
in several ways, it is recommended the CEO be appointed by the City’s City
Manager. This would maintain consistency between the City’s administrative
structure and that of the Foundation.
Restriction on Donation Sources to Address Potential Conflicts of Interest
To address this area, the Foundation’s By-Laws have been clearly amended so that
the Foundation may only accept donations from other foundations in the form of
grants. Private donations will not be accepted by this proposed foundation.
Component Accounting Unit Status
Accounting services for the City and Redevelopment Agency are provided through
the City Treasurer’s Office. Given the different relationship to a 501 (c)(3) and
workload constraints within that department, staff submitted a copy of the revised
Foundation By-Laws to the City’s outside auditor – Lance, Soll and Lunghard, LLP
with a request to analyze three questions:
(1) As proposed, would the 501(c)(3) become a component unit of the City of
Culver City?
(2) If the answer to #1 is YES, then what impacts would that have on the ability
of Lance Soll & Lunghard to provide auditing services and/or accounting/tax
return preparation services for the 501(c)(3)?
(3) If possible, can you estimate any costs for these types of services to either
the City or the 501(c)(3)?
In summary, Lance, Soll, and Lunghard opines that the Foundation would qualify as
a “Component Unit” in accordance with pronouncement #14 of the Government
Accounting Standards Board and, as such, the financial transactions of the
Foundation would need to be included in the City’s Comprehensive Annual Financial
Report. Further, as a “Component Unit,” the Foundation would need to be included
in the audit process of the City’s financial transactions.
The determination that the Foundation is a “component unit” and, therefore, must be
included in the City’s annual audit, does result in the fact that the City’s Auditor would not
be able to provide daily accounting services or tax return preparation services for the
Foundation. Therefore, the Foundation will need to determine how these required services
are obtained and how those services will be paid for. Lance, Soll, and Lunghard estimates
those services to cost $2,500 annually.
Tax return preparation services for a 501(c)(3) are not services typically provided by a
governmental accounting division, and provision of daily accounting services by Accounting
is not currently included in the work/staffing plan of the division. It is difficult to estimate the
time that may be necessary to validate the information provided by the Foundation to the City of Culver City, California
City Council Agenda Item Report
City for inclusion in the monthly financial reports since the size and the complexity of
transactions is unknown at this time. A conservative estimate would be 2 hours per month
of analysis on the part of Accounting staff to insure that the information presented to the
City for inclusion in the financial reports is appropriate. Additionally, should the amount of
grants awarded to the Foundation increase, this conservative estimate would also need to
be increased.
Source of Start-Up Funds
Based upon the above conclusions, the Foundation will need some amount of start-
up funds to be provided either by the City of Culver City or the Redevelopment
Agency.
Staff recommends the Redevelopment Agency provide the needed start-up funds in
the form of a loan to the Foundation. This allows the opportunity for the Agency to
be repaid by the Foundation should the Foundation’s efforts uncover a grant
opportunity that includes dollars for administration of the Foundation. To ensure
sufficient start-up monies are available, staff recommends a loan amount of $5,000.
Additional Modifications
In addition the following changes have been made as a result of direction given by
the City Council on February 27, 2006:
The bylaws being considered tonight have been modified to ensure that all
wording is consistent with the Articles of Incorporation.
An appointed member of the Board can only serve a two term limit up to
eight years.
At least semi-annually (not quarterly), the Foundation Treasurer shall
submit a written report reflecting the current financial condition of the
Foundation to the board.
Language has been added to the liability of directors’ portion of the bylaws
(Article XII) to provide further protection for the Board of Directors.
FISCAL ANALYSIS:
It is anticipated the Foundation will meet infrequently, thereby minimizing the
associated operational costs. However, the Foundation will be in need of accounting
and tax return filing services. While these functions are expected to be modest
during the Foundation’s start-up, should the Foundation have great success in being
awarded large sums of grant monies, the accounting and tax return functions will
become more complex and time-intensive. The Foundation will need to determine
how a contract accountant and tax return preparer should be engaged.City of Culver City, California
City Council Agenda Item Report
As mentioned above, staff is recommending the Agency loan the Foundation $5,000
as start-up funds for the first year of operations. The proposed budget for FY
2006/2007 for the Agency includes sufficient funds to preclude the need for a budget
amendment.
ATTACHMENTS:
1) Draft Bylaws (reflecting the changes noted in this staff report)
2) Draft Articles of Incorporation
MOTION:
That the City Council:
Approve the By-Laws and authorize the development and implementation of a
501(c) (3) entity, including the filing of necessary Articles of Incorporation, to support
the cultural affairs work program within the City of Culver City.
MEETING DATE 6/26/06
AGENDA ITEM Consideration of Culver City Cultural Affairs
Foundation (501C3)
ATTACHMENTS
Pages
1) Draft By-laws(CDD Director as CEO of Foundation) 1-8
2) Draft By-laws (CDD Director as Advisory Chair) 9-16
3) Draft By-laws (No additional role for CDD Director) 17-24
4) Draft Articles of Incorporation 25-28BYLAWS OF THE CULVER CITY CULTURAL AFFAIRS FOUNDATION
(Community Development Director as CEO of Foundation)
ARTICLE I - NAME AND OFFICE
Section 1 The name of this corporation shall be the Culver City Cultural
Affairs Foundation, hereinafter referred to as the "Foundation"
Section 2 The principal office for the transaction of the business of the
Foundation is located at Culver City, Los Angeles County, California
ARTICLE II - PURPOSE AND LIMITATION
Section 1 The purpose of the Foundation shall be as stated in the Articles of
Incorporation, which is to promote and support the historic preservation public
art and cultural programming services in Culver City by coordinating and actively
pursuing outside funding sources for those programs
Section 2 The Foundation is a tax-exempt, charitable corporation and shall be
non-profit, non-sectarian and non-political in all its policies and activities and at
all times shall be operated, exclusively for the benefit of, to perform the function
of, and to carry out the purposes described herein within the meaning of Section
501(c)(3) of the Internal Revenue Code of 1954, as amended, the Regulations
• •• "• " • • • a • •• •• • • • • • • SS •
United States Internal Revenue Law and Regulations (hereinafter collectively
referred to as the "Code")
Section 3 In carrying out its purpose, the Foundation shall not, in any manner
be utilized to exercise any right or discharge any obligation of the City including
but not limited to, the City s Cultural Affairs Commission (the Commission )
Section 4 Whenever the Foundation receives any money, in cash, check or
otherwise, it shall as soon as possible disburse that money to the City for use
by the City, as determined appropriate by the majority of the members of the City
Council of Culver City (the City Council ), for the City s cultural affairs programs
including the administration of such programs and the operation of the
Foundation Whenever the Foundation receives any other asset, it shall, as soon
as possible, convey ownership and possession of that asset to the City for use
and disposition by the City, as determined appropriate by a majority of the
members of the City Council for the City s cultural affairs programs, including the
administration of such programs and the operation of the Foundation
Section 5 The Foundation shall operate pursuant to a budget (the
Foundation Budget') approved as part of the City s annual municipal budget
1ARTICLE III - BOARD OF DIRECTORS
Section 1 Except as otherwise required by law or as provided for in these
Bylaws, the control and management of the affairs of the Foundation shall be
vested in the Board of Directors (the Board )
Section 2 The Board shall consist of eight (8) members selected as follows
A Each current member of the Cultural Affairs Commission
( Commissioners ) shall appoint one member to the Board
B The then current chair and vice-chair of the Commission
shall each serve as a member to the Board and
C The Community Development Director of the City
shall serve as the Chief Executive Officer (the CEO )of the
Foundation
Section 3 To be eligible for appointment as a member (other than CEO) of the
Board, an individual must (i) live, work or own property or a business within the
City or (ii) have a special, widely-recognized interest in improving the cultural
affairs of the community or region
Section 4 Other than as expressly provided in these Bylaws, no member of
the Board shall be an officer, official or employee of the City
Section 5 An appointed member of the Board, other than the CEO, shall only
serve a maximum of two terms or up to eight years, whichever is greater and
only for so long as the Commissioner who appointed that member remains on
the Commission The members who hold the position of chair and vice-chair on
the Commission shall serve on the Board for so long as each remains the chair
or vice-chair on the Commission, respectively The Community Development
Director shall serve as CEO of the Board for so long as he or she holds the
position of Community Development Director of the City
Section 6 Any member of the Board, other than the CEO, may be removed
from his or her position on the Board with or without cause, by a vote in favor of
removal by four/fifths (4/5) of the members of the City Council
Section 7 Any change in the number or qualifications of members of the
Board shall be made only by an amendment to these Bylaws
2Section 8 A majority of the members of the Board (excluding the CEO) shall
be the policy making and controlling body of the Foundation The Board shall be
initially chaired by the chair of the Commission as presiding officer (the
Chairperson ) The Board shall
A Transact the general business of the Foundation and do so
in accordance with all United States, State of California,
County and City laws rules and regulations applicable to the
Foundation ( Rules and Regulations )
Recommend the initial Foundation Budget to the City
Council for approval no later than ninety (90) days after the
first Board meeting of the initial Board, subject to any
extension mutually approved by the Chairperson, as detailed
below, and the chair of the Commission The first
Foundation Budget shall cover the period beginning upon
installation of the initial seven (7) members of the Board until
the following June 30 th, provided that if the installation of the
initial Board occurs after the last day of the month of
November then the first Foundation Budget shall cover the
period from when the Foundation's initial Board members
are installed until the second June 30 th occurring after the
installation
• For each annual Foundation Budget thereafter, by, on or
prior to the last day of the month of June, recommend to the
City Council the Foundation Budget for the Foundation s
• • 11 1 •
r hereinafter defined commencin on
the immediately succeeding July 1 The "Fiscal Year" of the
Foundation shall commence on July 1st and end on the
following June 30th
• Set the time and place of the Semi-Annual Meetings (as
defined in Article VII below)
• Arrange for an annual certified audit or compilation review of
the Foundation by an independent certified public
accountant chosen by the Board at the close of the Fiscal
Year (the Annual Audit') Type of annual review is at the
discretion of the Board The Annual Audit shall be submitted
to the City Council for review within three (3) months
following the close of the Fiscal Year Part of the work
performed will include preparation of necessary tax
documents
Make reasonable requests in writing to the Community
Development Director for assistance from City staff The|1010|3e _ e - • _ 1 1 1 • _
c •• - •• e
years as Chairperson
•• e • • I1.•
Community Development Director shall reasonably
determine the availability, level and extent of assistance if
any the City staff shall provide to the Foundation and
whether the costs for such assistance is within the
Foundation Budget
• Receive and file the annual work program of the Cultural
Affairs Division of the Community Development Department
• Actively engage in achieving the purposes of the
Foundation, as set forth in Article II, Section 1
ARTICLE IV - OFFICERS
Section 1 The officers of the Foundation shall consist of
A Chief Executive Officer
• Chairperson
• Vice Chairperson
• Treasurer
• Secretary
Section 2 With the exception of the CEO, the term of each officer shall be for
two (2) years provided that any member s term may expire earlier in the event
the Commissioner who appointed such member no longer serves on the
Commission or the member serving on the Board as a result of his/her position
on the Commission ceases to hold such position, as described in Article III,
Section 5, above No member of the Board shall simultaneously hold more than
Section 3 Each officer other than the CEO shall be elected annually by a
majority of the members of the Board from nominees submitted by any member
of the Board
Section 4 Each officer other than the CEO shall be regularly elected at the
Semi-Annual Meeting of the Board in July and shall be effective on the day
following such election
Section 5 Any officer with the exception of the CEO may be removed from
office for cause by a vote in favor of removal by a majority of the members of the
Board For purposes of this Section, cause" shall mean any or all of the
following (i) an officer's absence from two consecutive regular Board meetings
or (ii) inappropriate behavior or language that in the reasonable judgment of the
majority of the members of the Board is detrimental to the function of the
Foundation Immediately upon removal of an officer, a majority of the Board
shall elect a replacement to fill the vacant office for the remaining term of the
removed officer
4ARTICLE V - DUTIES OF OFFICERS
Section 1 The Chairperson shall preside at all meetings of the Board and
shall be responsible for the general supervision of Board activities during
meetings
Section 2 In March of each year, the Chairperson and Treasurer, with
assistance from the Community Development Director of the City shall prepare a
budget, which shall then be presented for recommendation by the Board to the
City Council the following June as required by Article Ill, Section 8 Subsections
B and C
Section 3 Each disbursement of money to the City as required by Article II,
Section 4 (i) in an amount not to exceed Ten Thousand Dollars ($10,000 00)
shall be made with the signature of the CEO or (11) in an amount in excess of
Ten Thousand Dollars ($10,000 00) shall be made with the signatures of the
Chairperson or Treasurer and the CEO
Section 4 The Vice Chairperson shall preside at meetings in the absence of
the Chairperson
Section 5 The Secretary shall provide notice of Board meetings and activities
to all members of the Board and shall maintain a permanent set of minutes of all
Board meetings The Secretary may be assisted by the Community
Development Director or her/his designee to accomplish the duties of the
Secretary
Section 6 At least semi-annually, the Treasurer shall submit a written report
reflecting the current financial condition of the Foundation to the Board The
Treasurer shall also prepare a year-end financial statement prior to the end of the
fiscal calendar detailing the financial status of the Foundation The Treasurer
may be assisted by the City Community Developer Director or her/his designee
to accomplish the Treasurers duties
Section 7 The CEO shall be a non-voting member and shall oversee the day-
to-day activities of the Foundation
ARTICLE VI- VACANCIES
A vacancy on the Board shall be deemed to exist upon the occurrence of one of
the following (i) expiration of a term, (ii) death or resignation of a member, or (iii)
removal of a member, with or without cause, by four-fifths (4/5) vote of the
members of the City Council|1010|5ARTICLE VII - MEETINGS
Section 1 All regular and special meetings of the Board shall be notified
posted and conducted in every way consistent with the requirements set forth in
the California Government Code §§ 54950 et seq as may be amended (the
Brown Act ) provided, that these Bylaws shall control to the extent the Bylaws
are more stringent than the Brown Act
Section 2 The Board shall conduct two (2) regular meetings per year (each
such meeting is referred to herein as a Semi-Annual Meeting ) The Semi-
Annual Meetings shall be held at such time and location within the City as
determined by the Board
Section 3 During every calendar year a Semi-Annual Meeting of the Board
shall be held during the month of July following the July Cultural Affairs meeting
and another Semi-Annual Meeting shall be held during the month of January
The initial members of the Board shall be installed at the initial Semi-Annual
Meeting of the Board in July
Section 4 Special meetings of the Board may be called at any time by
submission to the Chairperson of a request in writing for a special meeting
signed by a majority of the members of the Board and specifying the purpose for
such special meeting Written notice, stating the time and place of any special
meeting as well the purpose of such meeting shall be given to each member of
the Board at least four (4) days prior to the date of the special meeting
Section 5 A majority of the members of the Board excluding the CEO shall
constitute a quorum An affirmative vote of at least bur ( )
Board shall be required for the Board to take any action
ARTICLE VIII - MEMBERSHIP AND SHARES
Section 1 The Foundation shall have no membership and no members other than
the persons constituting the Board
Section 2 The Foundation shall not have nor issue shares of stock and shall
declare no dividends
Section 3 No part of the Foundation shall inure to the benefit of any private individual
and no part of the direct or indirect activities of the Foundation shall consist of carrying
on propaganda, or otherwise attempting to influence legislation, or of participating in, or
intervening in (including the publication or distribution of statements), any political
campaign on behalf of any candidate for public office Notwithstanding any other
provision herein, the Foundation shall not conduct or carry on any activities not permitted
to be conducted or carried on by an organization exempt under Section 501(c)(3) of the
u|1010|4,Code or by an organization contributions to which are deductible under Section
170(c)(2) of such Code
ARTICLE IX - POWERS
Section 1 The decisions and acts by a majority of the members of the Board
qualified and serving shall constitute an exercise of the powers of the Foundation
and shall constitute and be taken as the decisions and acts of the entire
membership
Section 2 The Board may adopt policies so long as such policies are not
inconsistent with these Bylaws the Articles of Incorporation of the Foundation,
the Rules and Regulations or the rights and obligations of the City Council or the
Commission
Section 3 A majority of the members of the Board may recommend amending
the Bylaws at any meeting of the Board However, no such amendment or
modification shall alter the intention of the Foundation to be operated exclusively
to promote and support cultural affairs work programs of the City in a manner
which shall make the Foundation tax exempt and the donations to it deductible
from taxable income to the extent allowed by the provisions of the Code and
other applicable legislation and regulations as they now exist or as they may
hereafter be amended Every amendment or modification of these Bylaws shall
be in writing, shall be approved by a majority of the City Council then serving and
shall be delivered to each member of the City Council, the Commission and the
Board then in office
ARTICLE X- COMPENSATION
The members of the Board shall serve without compensation, however, members
may be reimbursed for reasonable out-of-pocket expenses related to Board
activity as approved by the Board provided in the Foundation Budget
ARTICLE Xl- ADVISORY COMMITTEE
The Foundation shall be aided by an advisory committee comprised of persons
who have demonstrated an interest in assisting the Foundation in fulfilling its
purposes (the Advisory Committee) Qualified persons shall be invited to serve
as members of the Advisory Committee by staff, the City Council or the
Commission Members of the Advisory Committee shall not be required to
attend meetings of the Board The Board shall call upon the assistance and
advice of the Advisory Committee as it deems necessary|1010|.. -----
)ARTICLE XII- LIABILITY OF DIRECTORS
No member of the Board shall be liable for the acts or omissions of any other
member of the Board, or of any accountant agent, counsel or custodian selected
with reasonable care Each member of the Board shall be fully protected in
acting upon any instrument, certificate or paper, believed by him/her to be
genuine and to be signed or presented by the proper person or persons and no
member of the Board shall be under any duty to make any investigation or inquiry
as to any statement contained in any such writing but may accept the same as
conclusive evidence of the truth and accuracy of the statement therein contained
The Board shall have the right, and shall use its best efforts, to purchase and
maintain insurance to the full extent permitted by law on behalf of its officers
directors and other agents to cover any liability asserted against or incurred by
any officer, director or agent in such capacity or arising from the officer's,
director's, employee's, or agent's status as such The Board shall use its best
efforts to purchase the insurance described herein as promptly as is reasonably
feasible
ARTICLE XIII - DONATIONS
The Board may receive donations from other foundations in the form of grants or
in other acceptable to the Board The Board may accept donations,
which restrict their uses and purposes and which limit the time, manner, amount,
or other terms of distribution, provided that the restrictions are within the uses
and purposes set forth in Article II Notwithstanding any restrictions and unless
otherwise specifically required, the Board may mingle those restricted donations
with other assets of the Foundation
ARTICLE XIV - TERM OF FOUNDATION
The Foundation shall continue in perpetuity However, it may be dissolved and
the assets distributed with the approval of four/fifths (4/5) of the members of the
City Council Upon any such dissolution the assets of the Foundation shall be
distributed exclusively to the City for such purpose(s) as are consistent with the
purpose of the Foundation
Created by the Culver City Community Cultural Foundation on XX day of )0(X,
2006
8BYLAWS OF THE CULVER CITY CULTURAL AFFAIRS FOUNDATION
(CDD Director as Advisory Chair)
ARTICLE I - NAME AND OFFICE
Section 1 The name of this corporation shall be the Culver City Cultural
Affairs Foundation hereinafter referred to as the "Foundation"
Section 2 The principal office for the transaction of the business of the
Foundation is located at Culver City Los Angeles County, California
ARTICLE II - PURPOSE AND LIMITATION
Section 1 The purpose of the Foundation shall be as stated in the Articles of
Incorporation which is to promote and support the historic preservation, public
art and cultural programming services in Culver City by coordinating and actively
pursuing outside funding sources for those programs
Section 2 The Foundation is a tax-exempt, charitable corporation and shall be
non-profit non-sectarian and non-political in all its policies and activities and at
all times shall be operated, exclusively for the benefit of, to perform the function
of, and to carry out the purposes described herein within the meaning of Section
501(c)(3) of the Internal Revenue Code of 1954, as amended, the Regulations
—••• • •••• a• • —Se li— I ••• 11••• MO a • DS III • ...••
United States Internal Revenue Law and Regulations (hereinafter collectively
referred to as the "Code")
Section 3 In carrying out its purpose the Foundation shall not, in any manner,
be utilized to exercise any right or discharge any obligation of the City, including,
but not limited to, the City s Cultural Affairs Commission (the Commission )
Section 4 Whenever the Foundation receives any money, in cash, check or
otherwise, it shall, as soon as possible, disburse that money to the City for use
by the City, as determined appropriate by the majority of the members of the City
Council of Culver City (the City Council ), for the City s cultural affairs programs,
including the administration of such programs and the operation of the
Foundation Whenever the Foundation receives any other asset it shall, as soon
as possible, convey ownership and possession of that asset to the City for use
and disposition by the City, as determined appropriate by a majority of the
members of the City Council for the City s cultural affairs programs including the
administration of such programs and the operation of the Foundation
Section 5 The Foundation shall operate pursuant to a budget (the
Foundation Budget ) approved as part of the City s annual municipal budget|1010|gARTICLE III - BOARD OF DIRECTORS
Section 1 Except as otherwise required by law or as provided for in these
Bylaws, the control and management of the affairs of the Foundation shall be
vested in the Board of Directors (the Board )
Section 2 The Board shall consist of seven (7) members selected as follows
A Each current member of the Cultural Affairs Commission
( Commissioners ) shall appoint one member to the Board
and
B The then current chair and vice-chair of the Commission
shall each serve as a member to the Board
Section 3 To be eligible for appointment as a member of the Board, an
individual must (i) live, work or own property or a business within the City, or (ii)
have a special widely-recognized interest in improving the cultural affairs of the
community or region
Section 4 Other than as expressly provided in these Bylaws no member of
the Board shall be an officer official or employee of the City
Section 5 An appointed member of the Board shall only serve a maximum of
two terms or up to eight years, whichever is greater and only for so long as the
Commissioner who appointed that member remains on the Commission The
members who hold the position of chair and vice-chair on the Commission shall
serve on the Board for so long as each remains the chair or vice-chair on the
Commission respectively
Section 6 Any member of the Board may be removed from his or her position
on the Board, with or without cause by a vote in favor of removal by four/fifths
(4/5) of the members of the City Council
Section 7 Any change in the number or qualifications of members of the
Board shall be made only by an amendment to these Bylaws
Section 8 A majority of the members of the Board shall be the policy making
and controlling body of the Foundation The Board shall be initially chaired by
the chair of the Commission as presiding officer (the 'Chairperson ) The Board
shall|1010|ICA Transact the general business of the Foundation and do so
in accordance with all United States, State of California
County and City laws, rules and regulations applicable to the
Foundation ( Rules and Regulations )
Recommend the initial Foundation Budget to the City
Council for approval no later than ninety (90) days after the
first Board meeting of the initial Board, subject to any
extension mutually approved by the Chairperson as detailed
below and the chair of the Commission The first
Foundation Budget shall cover the period beginning upon
installation of the initial seven (7) members of the Board until
the following June 30 th, provided, that if the installation of the
initial Board occurs after the last day of the month of
November, then the first Foundation Budget shall cover the
period from when the Foundation s initial Board members
are installed until the second June 30 th occurring after the
installation
For each annual Foundation Budget thereafter by on or
prior to the last day of the month of June recommend to the
City Council the Foundation Budget for the Foundation s
upcoming Fiscal Year (hereinafter defined) commencing on
the immediately succeeding July 1 The "Fiscal Year of the
Foundation shall commence on July 1st and end on the
following June 30th
aSeLlhe-iime_ancLplace_clihe._Semi-Ann ual Meetings (as
defined in Article VII, below)
Arrange for an annual certified audit or compilation review of
the Foundation by an independent certified public
accountant chosen by the Board at the close of the Fiscal
Year (the "Annual Audit ) Type of annual review is at the
discretion of the Board The Annual Audit shall be submitted
to the City Council for review within three (3) months
following the close of the Fiscal Year Part of the work
performed will include preparation of necessary tax
documents
Make reasonable requests in writing to the Community
Development Director for assistance from City staff The
Community Development Director, shall reasonably
determine the availability, level and extent of assistance, if
any, the City staff shall provide to the Foundation and
whether the costs for such assistance is within the
Foundation Budget|1010|iiG Receive and file the annual work program of the Cultural
Affairs Division of the Community Development Department
H Actively engage in achieving the purposes of the
Foundation, as set forth in Article II, Section 1
ARTICLE IV - OFFICERS
Section 1 The officers of the Foundation shall consist of
A Chairperson
B Vice Chairperson
C Treasurer
D Secretary
Section 2 The term of each officer shall be for two (2) years provided that
any member s term may expire earlier in the event the Commissioner who
appointed such member no longer serves on the Commission or the member
serving on the Board as a result of his/her position on the Commission ceases to
hold such position, as described in Article III Section 5, above No member of
the Board shall simultaneously hold more than one office No member of the
Board shall serve more than two (2) consecutive years as Chairperson
Section 3 Each officer shall be elected annually by a majority of the members
of the Board from nominees submitted by any member of the Board
Section 4 Each officer shall be regularly elected at the Semi-Annual Meeting
of the Board in July and shay
hP affArtwo nn
the ri
Section 5 Any officer may be removed from office for cause by a vote in favor
of removal by a majority of the members of the Board For purposes of this
Section cause shall mean any or all of the following (i) an officer s absence
from two consecutive regular Board meetings or (ii) inappropriate behavior or
language that in the reasonable judgment of the majority of the members of the
Board is detrimental to the function of the Foundation Immediately upon
removal of an officer, a majority of the Board shall elect a replacement to fill the
vacant office for the remaining term of the removed officer
ARTICLE V - DUTIES OF OFFICERS
Section 1 The Chairperson shall preside at all meetings of the Board and
shall be responsible for the general supervision of Board activities during
meetings
Section 2 In March of each year the Chairperson and Treasurer, with
assistance from the Community Development Director of the City shall prepare a
a - -
• .|1010|1 D-budget, which shall then be presented for recommendation by the Board to the
City Council the following June as required by Article Ill Section 8 Subsections
B and C
Section 3 Each disbursement of money to the City as required by Article II
Section 4 (i) in an amount not to exceed Ten Thousand Dollars ($10,000 00)
shall be made with the signature of the Community Development Director or (ii)
in an amount in excess of Ten Thousand Dollars ($10 000 00) shall be made with
the signatures of the Chairperson or Treasurer and the Community Development
Director
Section 4 The Vice Chairperson shall preside at meetings in the absence of
the Chairperson
Section 5 The Secretary shall provide notice of Board meetings and activities
to all members of the Board and shall maintain a permanent set of minutes of all
Board meetings The Secretary may be assisted by the Community
Development Director or her/his designee, to accomplish the duties of the
Secretary
Section 6 At least semi-annually, the Treasurer shall submit a written report
reflecting the current financial condition of the Foundation to the Board The
Treasurer shall also prepare a year-end financial statement prior to the end of the
fiscal calendar detailing the financial status of the Foundation The Treasurer
may be assisted by the City Community Developer Director or her/his designee
to accomplish the Treasurer s duties
A vacancy on the Board shall be deemed to exist upon the occurrence of one of
the following (i) expiration of a term (ii) death or resignation of a member or (iii)
removal of a member with or without cause, by four-fifths (4/5) vote of the
members of the City Council
ARTICLE VII - MEETINGS
Section 1 All regular and special meetings of the Board shall be notified
posted and conducted in every way consistent with the requirements set forth in
the California Government Code §§ 54950 et seq , as may be amended (the
'Brown Act ), provided, that these Bylaws shall control to the extent the Bylaws
are more stringent than the Brown Act
Section 2 The Board shall conduct two (2) regular meetings per year (each
such meeting is referred to herein as a Semi-Annual Meeting ) The Semi-
Annual Meetings shall be held at such time and location within the City as
determined by the Board
5Section 3 During every calendar year a Semi-Annual Meeting of the Board
shall be held during the month of July following the July Cultural Affairs meeting
and another Semi-Annual Meeting shall be held during the month of January
The initial members of the Board shall be installed at the initial Semi-Annual
Meeting of the Board in July
Section 4 Special meetings of the Board may be called at any time by
submission to the Chairperson of a request in writing for a special meeting,
signed by a majority of the members of the Board and specifying the purpose for
such special meeting Written notice, stating the time and place of any special
meeting as well the purpose of such meeting shall be given to each member of
the Board at least four (4) days prior to the date of the special meeting
Section 5 A majority of the members of the Board shall constitute a quorum
An affirmative vote of at least four (4) members of the Board shall be required for
the Board to take any action
ARTICLE VIII - MEMBERSHIP AND SHARES
Section 1 The Foundation shall have no membership and no members other than
the persons constituting the Board
Section 2 The Foundation shall not have nor issue shares of stock and shall
declare no dividends
Section 3 No part of the Foundation shall inure to the benefit of any private individual,
and no part of the direct or indirect activities of the Foundation shall consist of carrying
intervening in (including the publication or distribution of statements) any political
campaign on behalf of any candidate for public office Notwithstanding any other
provision herein, the Foundation shall not conduct or carry on any activities not permitted
to be conducted or carried on by an organization exempt under Section 501(c)(3) of the
Code or by an organization contributions to which are deductible under Section
170(c)(2) of such Code
ARTICLE IX - POWERS
Section 1 The decisions and acts by a majority of the members of the Board
qualified and serving shall constitute an exercise of the powers of the Foundation
and shall constitute and be taken as the decisions and acts of the entire
membership
Section 2 The Board may adopt policies so long as such policies are not
inconsistent with these Bylaws, the Articles of Incorporation of the Foundation,
6the Rules and Regulations or the rights and obligations of the City Council or the
Commission
Section 3 A majority of the members of the Board may recommend amending
the Bylaws at any meeting of the Board However no such amendment or
modification shall alter the intention of the Foundation to be operated exclusively
to promote and support cultural affairs work programs of the City in a manner
which shall make the Foundation tax exempt and the donations to it deductible
from taxable income to the extent allowed by the provisions of the Code and
other applicable legislation and regulations as they now exist or as they may
hereafter be amended Every amendment or modification of these Bylaws shall
be in writing, shall be approved by a majority of the City Council then serving and
shall be delivered to each member of the City Council, the Commission and the
Board then in office
ARTICLE X- COMPENSATION
The members of the Board shall serve without compensation, however, members
may be reimbursed for reasonable out-of-pocket expenses related to Board
activity, as approved by the Board provided in the Foundation Budget
ARTICLE XI- ADVISORY COMMITTEE
The Foundation shall be aided by an advisory committee comprised of persons
who have demonstrated an interest in assisting the Foundation in fulfilling its
• 1 i . I • - invited to serve
• • • • " • •
as members of the Advisory Committee by staff, the City Council or the
Commission Members of the Advisory Committee shall not be required to
attend meetings of the Board The Community Development Director shall serve
as the Advisory Chair' and shall oversee the activities of the Advisory
Committee The Board shall call upon the assistance and advice of the Advisory
Committee as it deems necessary
ARTICLE XII- LIABILITY OF DIRECTORS
No member of the Board shall be liable for the acts or omissions of any other
member of the Board, or of any accountant, agent, counsel or custodian selected
with reasonable care Each member of the Board shall be fully protected in
acting upon any instrument, certificate or paper, believed by him/her to be
genuine and to be signed or presented by the proper person or persons and no
member of the Board shall be under any duty to make any investigation or inquiry
as to any statement contained in any such writing but may accept the same as
conclusive evidence of the truth and accuracy of the statement therein contained
7The Board shall have the right and shall use its best efforts to purchase and
maintain insurance to the full extent permitted by law on behalf of its officers
directors and other agents to cover any liability asserted against or incurred by
any officer, director, or agent in such capacity or arising from the officer's
director's employee's, or agent's status as such The Board shall use its best
efforts to purchase the insurance described herein as promptly as is reasonably
feasible
ARTICLE XIII - DONATIONS
The Board may receive donations from other foundations in the form of grants or
in other property acceptable to the Board The Board may accept donations
which restrict their uses, and purposes and which limit the time, manner, amount
or other terms of distnbution, provided that the restrictions are within the uses
and purposes set forth in Article ll Notwithstanding any restrictions and unless
otherwise specifically required, the Board may mingle those restricted donations
with other assets of the Foundation
ARTICLE XIV - TERM OF FOUNDATION
The Foundation shall continue in perpetuity However, it may be dissolved and
the assets distributed with the approval of four/fifths (4/5) of the members of the
City Council Upon any such dissolution the assets of the Foundation shall be
distributed exclusively to the City for such purpose(s) as are consistent with the
purpose of the Foundation
Created by the Culver City Community Cultural Foundation on XX day of XXX,
2006|1010| / ‘BYLAWS OF THE CULVER CITY CULTURAL AFFAIRS FOUNDATION
(No Additional Role for COD Director)
ARTICLE I - NAME AND OFFICE
Section 1 The name of this corporation shall be the Culver City Cultural
Affairs Foundation hereinafter referred to as the "Foundation"
Section 2 The principal office for the transaction of the business of the
Foundation is located at Culver City, Los Angeles County California
ARTICLE II - PURPOSE AND LIMITATION
Section 1 The purpose of the Foundation shall be as stated in the Articles of
Incorporation, which is to promote and support the historic preservation, public
art and cultural programming services in Culver City by coordinating and actively
pursuing outside funding sources for those programs
Section 2 The Foundation is a tax-exempt charitable corporation and shall be
non-profit, non-sectarian and non-political in all its policies and activities and at
all times shall be operated, exclusively for the benefit of, to perform the function
of, and to carry out the purposes described herein within the meaning of Section
501(c)(3) of the Internal Revenue Code of 1954, as amended, the Regulations
eee :_•e: _ • e •: -e :_e e • f! •0?
a
e _ ••
• • • A.
United States Internal Revenue Law and Regulations (hereinafter collectively
referred to as the "Code")
Section 3 In carrying out its purpose, the Foundation shall not, in any manner
be utilized to exercise any right or discharge any obligation of the City including,
but not limited to, the City s Cultural Affairs Commission (the 'Commission')
Section 4 Whenever the Foundation receives any money, in cash, check or
otherwise it shall, as soon as possible disburse that money to the City for use
by the City, as determined appropriate by the majority of the members of the City
Council of Culver City (the City Council ) for the City s cultural affairs programs,
including the administration of such programs and the operation of the
Foundation Whenever the Foundation receives any other asset, it shall, as soon
as possible, convey ownership and possession of that asset to the City for use
and disposition by the City as determined appropriate by a majority of the
members of the City Council for the City's cultural affairs programs, including the
administration of such programs and the operation of the Foundation
Section 5 The Foundation shall operate pursuant to a budget (the
Foundation Budget ) approved as part of the City s annual municipal budgetARTICLE III - BOARD OF DIRECTORS
Section 1 Except as otherwise required by law or as provided for in these
Bylaws, the control and management of the affairs of the Foundation shall be
vested in the Board of Directors (the Board )
Section 2 The Board shall consist of seven (7) members selected as follows
A Each current member of the Cultural Affairs Commission
( Commissioners ) shall appoint one member to the Board
and
B The then current chair and vice-chair of the Commission
shall each serve as a member to the Board
Section 3 To be eligible for appointment as a member of the Board, an
individual must (i) live, work or own property or a business within the City, or (ii)
have a special, widely-recognized interest in improving the cultural affairs of the
community or region
Section 4 Other than as expressly provided in these Bylaws, no member of
the Board shall be an officer official or employee of the City
Section 5 An appointed member of the Board shall only serve a maximum of
two terms or up to eight years whichever is greater and only for so long as the
Commissioner who appointed that member remains on the Commission The
members who hold the position of chair and vice-chair on the Commission shall
serve on the Board for so long as each remains the chair or vice-chair on the
Commission respectively
Section 6 Any member of the Board may be removed from his or her position
on the Board, with or without cause by a vote in favor of removal by four/fifths
(4/5) of the members of the City Council
Section 7 Any change in the number or qualifications of members of the
Board shall be made only by an amendment to these Bylaws
Section 8 A majority of the members of the Board shall be the policy making
and controlling body of the Foundation The Board shall be initially chaired by
the chair of the Commission as presiding officer (the 'Chairperson ) The Board
shall|1010| ( 1A Transact the general business of the Foundation and do so
in accordance with all United States State of California
County and City laws rules and regulations applicable to the
Foundation ( Rules and Regulations )
Recommend the initial Foundation Budget to the City
Council for approval no later than ninety (90) days after the
first Board meeting of the initial Board, subject to any
extension mutually approved by the Chairperson as detailed
below, and the chair of the Commission The first
Foundation Budget shall cover the period beginning upon
installation of the initial seven (7) members of the Board until
the following June 30 th, provided, that if the installation of the
initial Board occurs after the last day of the month of
November, then the first Foundation Budget shall cover the
period from when the Foundation's initial Board members
are installed until the second June 30 th occurring after the
installation
For each annual Foundation Budget thereafter, by, on or
prior to the last day of the month of June recommend to the
City Council the Foundation Budget for the Foundation s
upcoming Fiscal Year (hereinafter defined) commencing on
the immediately succeeding July 1 The Fiscal Year' of the
Foundation shall commence on July 1st and end on the
following June 30th
I- a- - • •- -u-Al, - I Meetin s as
defined in Article VII below)
Arrange for an annual certified audit or compilation review of
the Foundation by an independent certified public
accountant chosen by the Board at the close of the Fiscal
Year (the Annual Audit ) Type of annual review is at the
discretion of the Board The Annual Audit shall be submitted
to the City Council for review within three (3) months
following the close of the Fiscal Year Part of the work
performed will include preparation of necessary tax
documents
Make reasonable requests in writing to the Community
Development Director for assistance from City staff The
Community Development Director, shall reasonably
determine the availability, level and extent of assistance if
any, the City staff shall provide to the Foundation and
whether the costs for such assistance is within the
Foundation Budget|1010|qG Receive and file the annual work program of the Cultural
Affairs Division of the Community Development Department
H Actively engage in achieving the purposes of the
Foundation as set forth in Article II, Section 1
ARTICLE IV - OFFICERS
Section 1 The officers of the Foundation shall consist of
A Chairperson
B Vice Chairperson
C Treasurer
D Secretary
Section 2 The term of each officer shall be for two (2) years provided that
any member s term may expire earlier in the event the Commissioner who
appointed such member no longer serves on the Commission or the member
serving on the Board as a result of his/her position on the Commission ceases to
hold such position, as described in Article III, Section 5, above No member of
the Board shall simultaneously hold more than one office No member of the
Board shall serve more than two (2) consecutive years as Chairperson
Section 3 Each officer shall be elected annually by a majority of the members
of the Board from nominees submitted by any member of the Board
Section 4 Each officer shall be regularly elected at the Semi-Annual Meeting
of the Board in July and shall be effective on the day following such electinn_
Section 5 Any officer may be removed from office for cause by a vote in favor
of removal by a majority of the members of the Board For purposes of-this
Section cause' shall mean any or all of the following (i) an officer's absence
from two consecutive regular Board meetings or (ii) inappropriate behavior or
language that in the reasonable judgment of the majority of the members of the
Board is detrimental to the function of the Foundation Immediately upon
removal of an officer a majority of the Board shall elect a replacement to fill the
vacant office for the remaining term of the removed officer
ARTICLE V - DUTIES OF OFFICERS
Section 1 The Chairperson shall preside at all meetings of the Board and
shall be responsible for the general supervision of Board activities during
meetings
Section 2 In March of each year the Chairperson and Treasurer, with
assistance from the Community Development Director of the City shall prepare a
45
budget which shall then be presented for recommendation by the Board to the
City Council the following June as required by Article III Section 8 Subsections
B and C
Section 3 Each disbursement of money to the City as required by Article II
Section 4 (i) in an amount not to exceed Ten Thousand Dollars ($10,000 00),
shall be made with the signature of the Community Development Director, or (ii)
in an amount in excess of Ten Thousand Dollars ($10,000 00) shall be made with
the signatures of the Chairperson or Treasurer and the Community Development
Director
Section 4 The Vice Chairperson shall preside at meetings in the absence of
the Chairperson
Section 5 The Secretary shall provide notice of Board meetings and activities
to all members of the Board and shall maintain a permanent set of minutes of all
Board meetings The Secretary may be assisted by the Community
Development Director or her/his designee, to accomplish the duties of the
Secretary
Section 6 At least semi-annually, the Treasurer shall submit a written report
reflecting the current financial condition of the Foundation to the Board The
Treasurer shall also prepare a year-end financial statement prior to the end of the
fiscal calendar detailing the financial status of the Foundation The Treasurer
may be assisted by the City Community Developer Director or her/his designee
to accomplish the Treasurer s duties
A vacancy on the Board shall be deemed to exist upon the occurrence of one of
the following (i) expiration of a term (ii) death or resignation of a member, or (iii)
removal of a member, with or without cause by four-fifths (4/5) vote of the
members of the City Council
ARTICLE VII - MEETINGS
Section 1 All regular and special meetings of the Board shall be notified,
posted and conducted in every way consistent with the requirements set forth in
the California Government Code §§ 54950 et seq , as may be amended (the
Brown Act ) provided that these Bylaws shall control to the extent the Bylaws
are more stringent than the Brown Act
Section 2 The Board shall conduct two (2) regular meetings per year (each
such meeting is referred to herein as a Semi-Annual Meeting ) The Semi-
Annual Meetings shall be held at such time and location within the City as
determined by the BoardSection 3 During every calendar year a Semi-Annual Meeting of the Board
shall be held during the month of July following the July Cultural Affairs meeting
and another Semi-Annual Meeting shall be held during the month of January
The initial members of the Board shall be installed at the initial Semi-Annual
Meeting of the Board in July
Section 4 Special meetings of the Board may be called at any time by
submission to the Chairperson of a request in writing for a special meeting
signed by a majority of the members of the Board and specifying the purpose for
such special meeting Written notice, stating the time and place of any special
meeting as well the purpose of such meeting shall be given to each member of
the Board at least four (4) days prior to the date of the special meeting
Section 5 A majority of the members of the Board shall constitute a quorum
An affirmative vote of at least four (4) members of the Board shall be required for
the Board to take any action
ARTICLE VIII - MEMBERSHIP AND SHARES
Section 1 The Foundation shall have no membership and no members other than
the persons constituting the Board
Section 2 The Foundation shall not have nor issue shares of stock and shall
declare no dividends
Section 3 No part of the Foundation shall inure to the benefit of any private individual
and no part of the direct or indirect activities of the Foundation shall consist of carrying
intervening in (including the publication or distribution of statements), any political
campaign on behalf of any candidate for public office Notwithstanding any other
provision herein, the Foundation shall not conduct or carry on any activities not permitted
to be conducted or carried on by an organization exempt under Section 501(c)(3) of the
Code or by an organization contributions to which are deductible under Section
170(c)(2) of such Code
ARTICLE IX - POWERS
Section 1 The decisions and acts by a majority of the members of the Board
qualified and serving shall constitute an exercise of the powers of the Foundation
and shall constitute and be taken as the decisions and acts of the entire
membership
Section 2 The Board may adopt policies so long as such policies are not
inconsistent with these Bylaws the Articles of Incorporation of the Foundation|1010|a,r)-the Rules and Regulations or the rights and obligations of the City Council or the
Commission
Section 3 A majority of the members of the Board may recommend amending
the Bylaws at any meeting of the Board However, no such amendment or
modification shall alter the intention of the Foundation to be operated exclusively
to promote and support cultural affairs work programs of the City in a manner
which shall make the Foundation tax exempt and the donations to it deductible
from taxable income to the extent allowed by the provisions of the Code and
other applicable legislation and regulations as they now exist or as they may
hereafter be amended Every amendment or modification of these Bylaws shall
be in writing, shall be approved by a majority of the City Council then serving and
shall be delivered to each member of the City Council, the Commission and the
Board then in office
ARTICLE X- COMPENSATION
The members of the Board shall serve without compensation however, members
may be reimbursed for reasonable out-of-pocket expenses related to Board
activity as approved by the Board provided in the Foundation Budget
ARTICLE Xl- ADVISORY COMMITTEE
The Foundation shall be aided by an advisory committee comprised of persons
who have demonstrated an interest in assisting the Foundation in fulfilling its
to serve
M a ". IL • . I- ill
-
111- -
as members of the Advisory Committee by staff, the City Council or the
Commission Members of the Advisory Committee shall not be required to
attend meetings of the Board The Board shall call upon the assistance and
advice of the Advisory Committee as it deems necessary
ARTICLE XII- LIABILITY OF DIRECTORS
No member of the Board shall be liable for the acts or omissions of any other
member of the Board or of any accountant agent, counsel or custodian selected
with reasonable care Each member of the Board shall be fully protected in
acting upon any instrument, certificate or paper, believed by him/her to be
genuine and to be signed or presented by the proper person or persons and no
member of the Board shall be under any duty to make any investigation or inquiry
as to any statement contained in any such writing but may accept the same as
conclusive evidence of the truth and accuracy of the statement therein contained
7The Board shall have the right and shall use its best efforts, to purchase and
maintain insurance to the full extent permitted by law on behalf of its officers,
directors and other agents to cover any liability asserted against or incurred by
any officer director, or agent in such capacity or arising from the officer's,
director's employee's or agent's status as such The Board shall use its best
efforts to purchase the insurance described herein as promptly as is reasonably
feasible
ARTICLE XIII - DONATIONS
The Board may receive donations from other foundations in the form of grants or
in other property acceptable to the Board The Board may accept donations,
which restrict their uses and purposes and which limit the time, manner, amount,
or other terms of distribution, provided that the restrictions are within the uses
and purposes set forth in Article II Notwithstanding any restrictions and unless
otherwise specifically required, the Board may mingle those restricted donations
with other assets of the Foundation
ARTICLE XIV - TERM OF FOUNDATION
The Foundation shall continue in perpetuity However it may be dissolved and
the assets distributed with the approval of four/fifths (4/5) of the members of the
City Council Upon any such dissolution, the assets of the Foundation shall be
distributed exclusively to the City for such purpose(s) as are consistent with the
purpose of the Foundation
Created by the Culver City Community Cultural Foundation on )0( day of XXX,
2006|1010| afr‘II" III •II 0 I' • I .10 t ._ Affairs
ARTICLES OF INCORPORATION
OF
THE CULVER CITY COMMUNITY CULTURAL FOUNDATION
I
The name of this corporation is
THE CULVER CITY COMMUNITY CULTURAL FOUNDATION
II
This corporation is a nonprofit public benefit corporation and is organized
pursuant to the general non-profit law of the State of California
III
The purposes for which this corporation is formed are
a) To promote and support the historic preservation, public art and cultural
programming services in Culver City and,
b) To act as an additional funding source to municipal financing for the public
support required for historic preservation, public art and cultural programming
services in Culver City and,
Commission, as it so relates to historic preservation public art and cultural
programming in Culver City
d) To act as a coordinating organization to foster, promote, encourage and
increase the knowledge appreciation and practice of Cultural Affairs in the city of
Culver City and,
IV
This corporation is not organized, nor would it be operated, for pecuniary gain or
profit, and does not contemplate the distribution of gains, profits or dividends to
its members or to any private shareholder or individual The property, assets
profits and net income of this corporation are irrevocably dedicated to the public
and charitable purposes set forth in Article III, and no part of the profits or net
income of this corporation shall ever inure to the benefit of any private
shareholder or individual except that this provision shall not be construed so as
to prevent the payment to directors, officers, or employees of reasonable
compensation for services actually rendered to this corporation
1V
No substantial part of the activities of this corporation shall consist of the carrying
on of propaganda or otherwise attempting to influence legislation nor shall this
corporation participate or intervene in any political campaign (including publishing
or distribution of statements) on behalf of any candidate for public office
Notwithstanding any other provision of these articles the corporation shall not
carry on any other activities not permitted to be carried on (a) by a corporation
exempt from Federal income tax under section 501(c)(3) of the Internal Revenue
Code of 1954 (or the corresponding provision of any future United States Internal
Revenue Law) or (b) by a corporation s contributions which are deductible under
section 170(c)(2) of the Internal Revenue Code of 1954 or the corresponding
provision of any future United States Internal Revenue Law
VI
The number of directors the manner in which they shall be chosen and removed
from office, their qualifications, powers duties, compensation and tenure of
office the manner of filling vacancies on the Board, and the manner of calling
and holding meetings of directors, shall be as stated in the Bylaws No member
of the Culver City Council shall be eligible to serve as a director of this
corporation
VII
II 11.11'. il I— I . .111 .- a • I 0 OS . • 1 0 'Ak — • I • '.
Susan Evans, Director of Community Development
9770 Culver Boulevard, 3 rd Floor
Culver City, CA 90232
VIII
This corporation shall have no members other than the persons constituting its
Boards of Directors The persons constituting its Board of Directors shall, for the
purpose of any statutory provision or rule of law relating to nonprofit corporations
otherwise, be taken to be the members of such corporation and exercise all the
rights and powers of members thereof
IX
2The Directors shall not be personally liable for the debts, liabilities, or obligations
of this corporation
X
Each member of the Board of Directors shall have one vote There shall be no
proxy voting permitted for the transaction of any of the business of this
corporation
XI
Upon dissolution of this corporation, net assets other than trust funds, shall be
distributed to one or more nonprofit corporations organized and operated for the
benefit of encouraging and enhancing the cultural environment of the City of
Culver City, such corporation or corporations to be selected by the City Council
Such nonprofit corporation or corporations must be qualified for federal income
tax exemption under Section 501(c)(3) of the United States Internal Revenue
Code of 1954, and be organized and operated exclusively for charitable, cultural
historic preservation, public art, purposes, or for a combination of said purposes
In no event shall any assets be distributed to any member director, or officer of
this corporation
X I I
The Articles of Incorporation of this corporation shall not be amended without the
vote of a 2/3 (two-thirds) majority of the total voting membership of the Board of
DirPrttors and thA approval of thR City eolinr:11
IN WITNESS WHEREOF, for the purpose of forming this nonprofit under
the laws of the State of California, I, the undersigned, constituting the
incorporator of this corporation, have executed these Articles of Incorporation this
)0( day of )00( 2006
(Signature)
3DECLARATION
I am the person whose name is subscribed below I am the incorporator of the
Culver City Community Cultural Foundation and I have executed these Articles
of Incorporation The foregoing Articles of Incorporation are my act and deed
Executed on )00( 2006 at Culver City California
I declare that the foregoing is true and correct
Susan Evans, Director of Community Development
Incorporator|1013|