City of Culver City, California
City Council Agenda Item Report
RECOMMENDATION:
Staff recommends that the City Council approve the development and
implementation of a 501(c)(3) entity to support the cultural affairs work program
within the City of Culver City.
BACKGROUND:
On November 24, 2003, the Cultural Affairs Community Cultural Plan (“The Plan”)
was adopted by the City Council. One of the objectives noted in the plan was the
exploration of developing a 501(c)(3) entity that would support the initiatives and
programs of the Cultural Affairs Commission. As a result of this directive, staff
began researching the feasibility of establishing such an entity in Culver City.
A workshop was held on Thursday November 18, 2004, with the entire Cultural
Affairs Commission that discussed examples of existing 501(c)(3)s and potential
models for Culver City. Then on January 25, 2005, a joint Redevelopment Agency
Economic Development Subcommittee and Cultural Affairs Commission 501(c)(3)
subcommittee meeting was held. The direction from all of these meetings was to
continue to work toward the establishment of a Cultural Affairs 501(c)(3) that would
promote and support the cultural affairs work programs of the City of Culver City.
On February 14, 2006 the Cultural Affairs Commission considered this item and
recommended that staff bring this item to the City Council for approval and
implementation.
Meeting Date: February 27, 2006 Item Number: A-4
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 (02/22/2006)
Department Approval:
Susan Evans (02/15/06)
CAO Approval:
Martin Cole for Jerry B. Fulwood (2/21/06)
City Controller Approval:
Marlee Chang (02/20/2006)City of Culver City, California
City Council Agenda Item Report
DISCUSSION:
Staff has developed, with the assistance of the Cultural Affairs 501(c)(3)
subcommittee (Dr. Luther Henderson and Ms. Ronnie Jayne) and input received in
the Cultural Affairs Commission workshop and joint subcommittee meeting, draft
bylaws and articles of incorporation for a Culver City Cultural Affairs Foundation.
These documents outline that the purpose of this foundation is:
1) To promote and support the historic preservation, public art and cultural
programming services in Culver City; and
2) 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
3) To carry out the mission of the Culver City City Council and Cultural Affairs
Commission, as it so relates to historic preservation, public art and cultural
programming in Culver City; and
4) 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.
In addition to providing a tax free entity into which individuals and businesses can
fiscally support Cultural Affairs, the 501(c)(3) will enable the Cultural Affairs
organization and its existing programs to be competitive for a wider selection of
grants that are limited to only non-profit, exempt organizations.
The overall structure of the proposed entity is as follows:
1) The Board will consist of seven (7) members selected as follows:
a. Each current member of the Cultural Affairs Commission 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.
2) The Foundation budget will be approved by the City Council.
3) The Foundation will be aided by an advisory committee comprised of artists,
artistic leaders and civic leaders who have demonstrated an interest in assisting
the Foundation in fulfilling its purpose. These individuals will be invited to serve
as members of the Advisory Committee by the City Council, staff and the City of Culver City, California
City Council Agenda Item Report
Commission. Members of the Advisory Committee will not be required to attend
meetings of the Board.
4) There will be two meetings per year in July and January and additional special
meetings may be called as needed.
If this item is approved, the following are the next steps for the foundation:
1) Cultural Affairs Commission will choose the Foundation Board at their March 14,
2006 meeting.
2) Staff will submit to the Secretary of State the Articles of Incorporation.
3) Within 90 days of submittal of Articles of Incorporation, Board members need to
be chosen in order to complete the necessary paper work which requires a listing
of at least three board members.
4) Additional forms will then be submitted to the Secretary of State, IRS and
Franchise Tax Board.
5) Estimated approval of these documents averages between 6 months and a year.
FISCAL ANALYSIS:
The anticipated fiscal impact is negligible due to the 501(c)(3) board meeting so
infrequently. However there will be a minimal impact resulting from copying and
other meeting items.
ATTACHMENTS:
1) Draft Bylaws
2) Draft Articles of Incorporation
MOTION:
That the City Council:
Approve the development and implementation of a 501(c)(3) entity to support the
cultural affairs work program within the City of Culver City.
MEETING DATE 2/27/06
AGENDA ITEM Consideration of Culver City Cultural Affairs
Foundation (501C3)
ATTACHMENTS
Pages
1) Draft By-laws
1-8
2) Draft Articles of Incorporation
9-12BYLAWS OF THE CULVER CITY CULTURAL AFFAIRS 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 cultural affairs work programs of
the City of Culver City, California (the 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
adopted thereunder, and the corresponding provision of any applicable future
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 ) 1
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 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
A Transact the general business of the Foundation and do so
in accordance with all Federal, State of California and City
laws, rules and regulations applicable to the Foundation
( Rules and Regulations )
2B 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 30th 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
C 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
D Set the time and place of the Semi-Annual Meetings (as
defined in Article VII, below)
E 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
F Make reasonable requests to the Community Development
Director for assistance from City staff Such requests for
assistance shall only be made at duly noticed public
meetings of the Community Development Department of the
City 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
G Receive and file the annual work program of the CulturalAffairs 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 one (1) year 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 election
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 officers 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
budget, which shall then be presented for recommendation by the Board to the
4City 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 quarterly, 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
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
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
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
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
6Section 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
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
ARTICLE XIII - DONATIONS
7The Board may receive donations from donors or from any other source in cash
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 XX day of XXX,
2006
8ARTICLES 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
c) To carry out the mission of the Culver City Council and Cultural Affairs
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 ill, 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|1010| 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
The name of the initial agent of this corporation for service of process is
Susan Evans, Director of Community Development
9770 Culver Boulevard 3rd 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|1010|/9The 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
XI 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
Directors and the approval of the City Council
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 XXX, 2006
(Signature)|1010|IfDECLARATION
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 XXX, 2006, at Culver City, California
I declare that the foregoing is true and correct
Susan Evans, Director of Community Development
Incorporator|1013|