City of Culver City, California
Agenda Item Report
Meeting Date: January 24, 2010 Item Number: _C-3
CITY COUNCIL AGENDA ITEM: Approval of the Amended and Restated Bylaws of
the Culver City Cultural Affairs Foundation
Contact Person/Dept.:
Jeremy Green / Community Development
Todd Tipton / Community Development
Phone Number:
(310)253-5764
(310)253-5783
Fiscal Impact: Yes [X] No [] General Fund: Yes [] No [X]
Public Hearing: [] Action Item: [] Attachments: [X]
Commission Action Required: Yes [X] No [] Date: 10/27/10
Cultural Affairs Commission
Public Notification: Meetings and Agendas – City Council (01/19/11), Cultural Affairs
Commission (xx/xx/xx), Cultural Affairs Foundation Board (xx/xx/xx)
Department Approval:
Sol Blumenfeld (01/13/11)
City Attorney Approval:
Carol Schwab (by H. Baker) (01/18/11)
Chief Financial Officer Approval:
Jeff Muir (by N. Kimball) (01/19/11)
City Manager Approval:
John M. Nachbar (01/19/11)
RECOMMENDATION:
Staff recommends the City Council concur with the recommendation of the Cultural
Affairs Foundation Board (CAF Board) and approve the amended and restated
Bylaws of the Culver City Cultural Affairs Foundation (Foundation.)
BACKGROUND/ DISCUSSION:
The Bylaws of the Foundation were approved by the City Council on June 26, 2006
and executed on July 26, 2007 (Attachment 1.) Over the course of Foundation
operations, it has become apparent that some of the Bylaws were in need of
clarification.
Working with the City Attorney’s Office and outside counsel (Anita Luck with the firm
of Aleshire & Wynder) who has an expertise in nonprofit organizations and was
retained with funds from the Foundation budget, the Bylaws have been amended
and restated. The changes, as approved by the CAF Board, have been included in
redline and strike out, as Attachment 2 entitled “Amended and Restated Bylaws.”
As per Article IX, Section 3 of the current Bylaws, “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.”
Proposed Amendments
City of Culver City, California
Agenda Item Report
ARTICLE III- BOARD OF DIRECTORS – Definition of a “Term”
Section 5 states that the members of the Board of Directors “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 length
of a term, however, is not defined and should be clarified in the Bylaws.
An assumption can be made that the intent of “two terms or up to eight years” was
meant to define a term as a period of up to four years, based on the length of time
that a commissioner, who appointed that member, remains on the Cultural Affairs
Commission (Commission). For example, if a commissioner appoints a member, but
is only on the Commission for one year, then that Board member’s first term would
be complete as a one-year term. If the replacing commissioner were to re-appoint,
that member would begin serving a second term.
Staff recommends defining a “term” as a period of up to four years
ARTICLE IV – OFFICERS – Clarification of Election Process:
At the July 29, 2008 meeting of the CAF Board, there was a discussion regarding
the election of officers. In Article IV, Section 2, it states that officers are elected for a
two-year term. In Article IV, Section 3 it states that elections are to be held annually,
which seem to be contradictory.
Dr. Luther Henderson III, a former CAF Board member, who helped to draft the
Bylaws of the Board, when he was a Cultural Affairs commissioner, clarified the
intent of the language to mean that elections are to be held annually only if needed,
due to a change in the membership, which would leave an office vacant. This new
language appears in Sections 3 and 4.
The word “may” was changed to “will” in section 2 to clarify when a term could expire
earlier than the defined two year length.
The word “voting” was added before the word “member” in Sections 3 and 5, as well
as in Article IX - POWERS, Sections 1 and 3, to further define a “majority” vote.
ARTICLE V – DUTIES OF OFFICERS
Section 2 changes the date of the budget preparation to one month earlier so that
the budget can be prepared by the March meeting.
ARTICLE VI – VACANCIES
Clarifying language has been added.
City of Culver City, California
Agenda Item Report
ARTICLE VII – MEETINGS
Section 3 of the Bylaws states that “during every calendar year, a Semi-Annual
Meeting 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.” In accordance with the Brown Act, the time, place and date of regular
meetings is required to be further defined in a resolution. At the October 27, 2010
Cultural Affairs Foundation Board meeting, the Board approved the time, place, and
day of Regular Meetings to be the third Wednesday in March and September at 4:30
pm at City Hall. Due to the change of meeting months, references to meetings in
January and July have been removed where appropriate.
ARTICLE IV – OFFICERS – Election Effectiveness Date
At the CAF Board meeting on October 27, 2010, the CAF Board noted a possible
lapse of an officer position with the change of meeting dates. The CAF Board agreed
that, rather than hold a special meeting just to elect a new officer, the election would
take place during a regular meeting. They also agreed that the officer would take
position at the meeting, as is done with Commissioners, rather than the day after the
election, as stated in the original Bylaws.
FISCAL ANALYSIS:
There is no fiscal impact associated with approving the proposed amendment to the
CAF bylaws. The attorney’s consulting contract expenditure was $1,220 and was
funded from the funds allocated by the Agency to fund administrative costs of the
CAF(55094492.619800).
ATTACHMENTS:
1. Bylaws of the Culver City Cultural Affairs Foundation.
2. Draft of the Amended and Restated Bylaws of the Culver City Cultural Affairs
Foundation.
3. Draft of Resolution of the Culver City Cultural Affairs Foundation Approving the
Amended and Restated Bylaws.
MOTION:
That the City Council:
Approve the amended and restated Bylaws of the Culver City Cultural Affairs
Foundation as recommended by the Cultural Affairs Foundation Board and as
outlined in the staff report.
MEETING DATE: January 24, 2010
AGENDA ITEM: Amendment and Restatement of the Bylaws of the
Culver City Cultural Affairs Foundation.
ATTACHMENTS
Pages
1. Executed Bylaws of the Culver City Cultural 1-9
Affairs Foundation.
2. Draft of the Amended and Restated Bylaws of the 10-19
Culver City Cultural Affairs Foundation.
3. Draft of Resolution of the Culver City 20-21
Cultural Affairs Foundation Approving the
Amended and Restated Bylaws.
ATTACHMENT 1
123456789#87266-v1Amended Bylaws 501(C)(3) draft |1010|AMENDED AND RESTATED BYLAWS 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 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
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”).
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.
ATTACHMENT 2
10#87266-v1Amended Bylaws 501(C)(3) draft |1010|
ARTICLE 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 City Manager of the City of Culver City, or a person
designated by the City Manager, shall serve as the Chief
Executive Officer (the “CEO”)“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 Except as provided below, 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 . A term shall commence on the date of
appointment and last only for so long as the Commissioner who appointed that
member remains on the Commission, up to a maximum of four (4) years. 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 City Manager (or a person designated by the City
Manager) shall serve as CEO of the Board and shall not be limited to the number
of terms he or she may serve as CEO.
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.
Section 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
11#87266-v1Amended Bylaws 501(C)(3) draft |1010|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”).
B. 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.
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 audit or compilation review of the
Foundation by an independent public accountant chosen by
the Board at the close of the Fiscal Year (the “Annual
Audit”). The type of annual review shall be 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 in writing to the City Manager for
assistance from City staff. The City Manager, shall
reasonably determine the availability, level and extent of
assistance, if any, the City staff shall provide to the
12#87266-v1Amended Bylaws 501(C)(3) draft |1010|Foundation and whether the costs for such assistance is
within the Foundation Budget.
G. 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. Chief Executive Officer
B. Chairperson
C. Vice Chairperson
D. Treasurer
E. 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 will 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 other than the CEO shall be elected annually to the
extent necessary to fill a vacant office, by a majority of the voting 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 designated by the Board in July a resolution.
and shall be effective on the day following such election.Each officer shall
assume office upon 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 voting 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 voting
members of the Board shall elect a replacement to fill the vacant office for the
remaining term of the removed officer.
13#87266-v1Amended Bylaws 501(C)(3) draft |1010|
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 February of each year, the Chairperson and Treasurer,
with assistance from the City Manager (or his or her designee) of the City shall
prepare a budget, which shall then be presented for recommendation by the
Board to the City Council no later than 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 CEO; 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 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 City Manager 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 Manager or her/his designee to accomplish the
Treasurer’s 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 in accordance with the terms hereof; (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.
14#87266-v1Amended Bylaws 501(C)(3) draft |1010|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 by resolution.
Section 3. During every calendar year, a Semi-Annual Meeting two regular
meetings 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 Januarypursuant to a resolution adopted pursuant to Section 2
above. 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 or as otherwise permitted pursuant the Brown Act. 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)
seventy two (72) days hours 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 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
15#87266-v1Amended Bylaws 501(C)(3) draft |1010|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 voting 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 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.
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
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. Members of the Advisory Committee shall
annually confirm in writing that they would like to continue to serve on the
Advisory Committee prior to the Semi-Annual Meeting of the Board in
JanuaryMarch, and the Board shall indicate at that time that it wishes members
16#87266-v1Amended Bylaws 501(C)(3) draft |1010|of the Advisory Committee to continue serving as such. 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.
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 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.
17#87266-v1Amended Bylaws 501(C)(3) draft |10 10|Original Bylaws Approved by the Culver City City Council: on the 26
th
day of June
2006 .
Amended and Restated Bylaws Approved by the Culver City Council on the ____
of ______________, 20110.
18#87266-v1Amended Bylaws 501(C)(3) draft
10
CERTIFICATE OF THE SECRETARY
I, the undersigned, do hereby certify that:
1. I am the duly elected and acting secretary of Culver City Cultural
Affairs Foundation, a California nonprofit public benefit corporation; and
2. The foregoing Amended and Restated Bylaws, comprising nine (9)
pages, including this page (but not including any cover page or table of contents),
constitute the Bylaws of said corporation duly adopted at the meeting of the
Board of Directors thereof duly held on July 25, 2007October 27, 2010______,
and since that date the same have not been amended or modified.
IN WITNESS WHEREOF, I have executed this Certificate as of
___________ at Culver City, California.
_____________________________, Secretary
19RESOLUTION NUMBER CAF-2010-002
A RESOLUTION OF THE CULVER CITY CULTURAL AFFAIRS FOUNDATION
APPROVING THE AMENDED AND RESTATED BYLAWS
WHEREAS, the Board of Directors (the "Board") of the Culver City Cultural
Affairs Foundation ("Corporation") has heretofore adopted the Bylaws of the Corporation;
WHEREAS, the Board desires to amend the Bylaws to provide for certain
changes consistent with the desires of the Board and to permit more efficient operation of the
Corporation; and
WHEREAS, Article IX, Section 3 of the Bylaws permits a majority of the
members of the Board to make a recommendation to the City Council of Culver City (the "City
Council") to amend the bylaws of the Corporation; and
WHEREAS, the Board desires to amend the Bylaws in accordance with the terms
of the Bylaws;
NOW, THEREFORE BE IT RESOLVED, by the Board of Directors of
the Culver City Cultural Affairs Foundation as follows:
Section 1. The above recitals are true and correct.
Section 2. The Amended and Restated Bylaws attached hereto as Exhibit "A"
and by this reference incorporated herein are hereby approved, such amendments to be effective
upon approval by the City Council.
Section 3. The Corporation hereby recommends approval of the Amended
and Restated Bylaws to the City Council.
Section 4. The Secretary and Chief Executive Officer of the Corporation are
hereby directed to transmit the amendments to the City Council for approval and to take such
other actions as are necessary consistent with the Bylaws and the law to effectuate the purposes
hereof.
ADOPTED, SIGNED and APPROVED this ___ day of _______________, 2010.
______________________________
CHAIR OF THE BOARD
Attest:
_____________________
SECRETARY
ATTACHMENT 3
20
I, ________, Secretary of the Culver City Cultural Affairs Foundation, do hereby
certify that the foregoing Resolution Number ______ was duly and regularly adopted by the
Culver City Cultural Affairs Foundation at a special meeting thereof held on the ___th day of
_________________, 2010, by the following called vote:
Ayes:
Noes:
Absent:
_____
Secretary
21