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CAF - Consideration and Recommendation to the City Council of Revised Bylaws for the Culver City Cultural Affairs Foundation and an MOU with the City of Culver City.
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Meeting Date: 01/25/2018
Contact Person/Dept: B. Christine Byers/Administrative Services - Cultural Affairs
Phone Number: (310) 253-6003
Fiscal Impact: Yes [X] No [] General Fund: Yes [X] No []
Public Hearing: [] Action Item: [X] Attachments: [X]
Public Notification: (E-Mail) Meetings and Agendas - Cultural Affairs (01/22/18)
Department Approval: Serena Wright-Black, Director of Administrative Services (01/22/18)
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RECOMMENDATION
Staff recommends the Culver City Cultural Affairs Foundation Board (“CAF Board” or “Board”) consider the recommendation of the Ad Hoc Subcommittee Pertaining to Revising the Structure of the Culver City Cultural Affairs Foundation and make a recommendation to the City Council.
BACKGROUND/DISCUSSION
In the fall of 2016, the Ad Hoc Subcommittee Pertaining to Revising the Structure of the Culver City Cultural Affairs Foundation (“Subcommittee”) was formed with the intent of exploring a new structure for the CAF that would allow it to work more independently from the City. The Subcommittee is comprised of members of the City Council (Vice Mayor Thomas Small and Council Member Jim Clarke), the Cultural Affairs Commission (Chair Len Dickter and Vice Chair Jeannine Wisnosky Stehlin), and the Culver City Cultural Affairs Foundation (former Chair Celeste Anlauf, Vice Chair Ashley Rodgers and former Member Brenda Williams). (Celeste Anlauf’s and Brenda Williams’s terms on the CAF Board ended June 30, 2017.) The Subcommittee met five times since the end of 2016, with the last meeting held on December 6, 2017.
Revised Bylaws
The Subcommittee adapted the existing Bylaws of the CAF Board (last amended in 2011) making edits that would allow for a Board that was more independent of the City but that remained aligned with the CAF’s mission as included in the Articles of Incorporation.
Changes from the current set of Bylaws include:
• Article II, Section 1 - “Cultural Facilities” was added to the list of City programs that the Foundation would be promoting and supporting. An example of such a cultural facility is Veteran’s Memorial Building.
• Article III, Section 2 - The number of Board members was changed to 7 - 11. Current Board composition totals eight members, seven of whom are voting members (the City Manager who serves as CEO of the CAF Board, is a non-voting member).
• Article III, Section 3 - All current members of the Foundation Board as of the enactment of the amendment would serve an initial term of three years. Current CAF Board members are:
o Ashley Rodgers, Vice Chair
o Erin Stennis, Secretary
o Len Dickter, Treasurer
o Malena Dobal-Parra
o Jeannine Wisnosky Stehlin
o John Nachbar, CEO
There are two vacant CAF Board seats. CAC Commissioners Pali and Williams are currently considering candidates for appointment.
• Article III, Section 6 - After the initial term, Board members would have no term limits. Currently, the majority of Board members’ terms are tied to those of the CAC members who appoint them.
Memorandum of Understanding with the City
The attached draft MOU was adapted from the Culver City Sister City Committee MOU with the City. Changes include:
• The CAF Board would no longer rely upon City staff to maintain its records or coordinate and prepare meeting agendas and related documents;
• The MOU language includes an initial loan from the City of $35,000 (Section 3. PAYMENT) that would cover expenses such as Board insurance, attorney fees, state and federal filing fees, meeting room rental fees, costs associated with hiring a grant writer, administrative support, and accounting/tax services; and,
• Future City staff involvement would be limited to coordination of reporting and auditing requirements as outlined in the MOU.
With regard to amending the CAF’s Bylaws, Article IX of the current CAF Bylaws state:
Section 3. A majority of the voting 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.
At its meeting of December 6, 2017, the Subcommittee supported a motion that the Culver City Cultural Affairs Foundation approve the bylaws and MOU as prepared and amended.
FISCAL ANALYSIS
The $35,000 loan included in the draft MOU with the City would have to be identified in a City General Fund account and may involve a budget amendment. With the revised structure, staff involvement in supporting the CAF Board would be reduced from the current.
ATTACHMENTS
1. 18-01-25_ATT No. 1_Draft CCCAF Bylaws
2. 18-01-25_ATT No. 2_Draft CCCAF and City MOU
3. 18-01-25_ATT No. 3_Articles of Incorporation of the CCCAF
4. 18-01-25_ATT No. 4_Amended and Restated Bylaws of the CCCAF (last amended 2011)
MOTION
That the Cultural Affairs Foundation:
1. Recommend the City Council Adopt the Bylaws as amended and the MOU with the City.