HomeMy Public PortalAbout1992-09-23 LOCAL DEVELOPMENT COMPANY AGENDA � �
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LYNWOOD LOCAL DEVELOPMENT COMPANY
BOARD OF DIRECTORS
wednesday, september 23 1992 I R� C EBV E D
CITY OF LYNWOOU I
3:00 p.m. CITY CL�R;(S OF�ICE
city council chambers SEP.1 71992
Lynwood City Hall 7�8�9i10i11 � � P �
11330 suiiis Road i1�t1i2i3 4$�6
Lynwood, CA. 90262 �
LEIGHTON IIULL BERNARD LAKE
PRESIDENT VICE PRESIDENT
ERNEST TOPPS ALFREDDIE JOHNSON
SECRETARY/TREASURER MEMBER
CELIA ARROYO
MEMB �R
I. OPENING CEREMONZES:
A. CALL TO ORDER �
1. Flag Salute
2. Roll Call I
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B. Certification of Agenda Posting �
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II. APPROVAL OF MINUTEB - July 1, 1992 (
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ZII. INFORMATIONAL ITEMB I
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IV. ITEMS FOR CONSIDERATION: �
A. AMENDING BDAP GUIDELINES �
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Per request by Board, staff has prepared a staff report j
reviewing portions of BDAP Guidelines that need to be �
amended. This report emphasises on the Monitoring '
Procedures found in the section titled "Processing of �
Request For Assistance." The monitoring of loans per !
BDAP Guideline is said to be "Extreme and Unnecessary." I
B. ADDITIONAL AMENDING OF BDAP GUIDELINES I
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Staff has determined that the BDAP Guidelines are vague �
in some aspects and need be amended for clarity. The �
area that needs reconstruction is found on the loan I
section of DESCRIPTION OF ASSISTANCE. The interest
shown (3$) is not the extent of our interest rate �
range. A report has been prepared and a proposal of
amendment to this section has been submitted for review
and consideration.
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C. LLDC'S CURRENT BALANCE,SHEET FOR REVIEW AND
CONSIDERATION
A Balance Sheet indicating the financial position of
the LLDC has been prepared and submitted herein.
D. LLDC BY-LAWS
LLDC's current By-Laws need to be amended. Amendment
is to be focused primarily on the election process. The
' concern is the neglect of inention actions pertaining to
absentee ballots. Staff is requesting a review by Board
members so that we may receive direction as to changes
and what is to be amended.
V. WARRANT REGISTER
Invoices from Security Pacific Bank for the payment of the
' annnual fee for the administration of LLDC loans are as
follows:
Shook, A. ($201.31)
VI. STAFF ORALS
' A. OCTOBER ELECTIONS
Due to the absence of past staff, the new staff is
unaware of election procedures. Staff is requesting an �
outline of the ceremony and what part staff takes in the �
preparation of such an activity .
VII. BOARD ORALS �
VIII. ADJOURNMENT '
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With no additional items for consideration, adjournment to
the next scheduled meetin,q. ;
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LYNWOO� LOCAL DEVELOPMENT COMPANY
BOARD OF DIRECTORS
Wednesday September 23, 1992
3:00 p.m.
City Council Chambers
Lynwood City Hall
11330 Bullis Road
Lynwood, CA. 90262
LEIGHTON HULL BERNARD LAKE
- PRESIDENT VICE PRESIDENT
ERNEST TOPPS ALFREDDIE JOHNSON
� SECRETARY/TREASURER MEMBER
CELIA ARROYO
MEMBER
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I. OPENING CEREMONIES:
{ A. CALL TO ORDER
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� 1. Flag Salute
2. Roll Cali
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� B. Certification of Agenda Posting
II. APPROVAL OF MINUTES • July 1, 1992
III. ITEMS FOR CONSIDERATION:
, A. AMENDING BDAP GUIDELINES
Per request by the Board, staf£has prepared a staff report reviewing portions
of the BDAP Guidelines which need to be amended. This report emphasizes
the Monitoring Procedures found in the section titled "Processing of Request
for Assistance". The monitoring of loans per the BDAP Guidelines is said to
be Extreme and Unnecessary".
B. ADDITIONAL AMENDING OF THE BDAP GUIDELINES
Staff has determined that the BDAP Guidelines are vague in some aspects
and need to be amended for clarity. The area that needs reconstruction is
found in the Loan Section of Description of Assistance. The interest shown
(3%) is not the extent of our interest rate range. A report has been prepared
and a proposal of the amendment to this section has been submitted for
review and consideration.
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C. LLDC BALANCE SHEET FOR REVIEW AND CONSIDERATION
A Balance Sheet indicating the financial position of the LLDC has been
prepared and submitted herein.
D. LLDC BY-LAWS
The LLDC current By-Laws need to be amended. Amendment is to be
focused primarily on the election process. The Board indicated it's concern
regarding the Amendment which fails to report absentee ballots. Staff is
requesting a review by the Board Members to receive direction regarding
the proposed changes.
IV. WARRANT REGISTER
Invoices from Security Pacific Bank for the payment of the annual fees for the
administration of LLDC loans are as follows:
Shook, A. $201.31
V. STAFF ORAI.S
A. OCTOBER ELECTION
Due to the absence of past staff, present staff is unaware of election
procedures. Staff is requesting an outline of the ceremony and what part
staff takes in the preparation o£ such an activity.
VI. BOARD ORALS I
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VII. ADJOURNMENT �
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With no additional matters for consideration, adjournment to the next '
scheduled meeting.
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LYNWOOD LOCAL DEVELOPMENT COMPANY
MINUTES
July 1, 1992
LLDC Board Members Present: Chairman Leighton Hull
Vice Chairman Bernard Lake
Ernest Topps
Absent: Celia Arroyo
Alfreddie Johnson
City Stafi Present: Bruno Naulls
Administrative Analyst III
Susan Fowler, Administrative Aide
OPENING CEREMONIES:
Chairman Hull opened the meeting at 3:33 p.m. �
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Roll call was taken, with Celia Arroyo and Alfreddie Johnson being absent. �
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Mr. Naulls stated the Agenda had been posted in accordance with the Brown Act. �
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APPROVAL OF MINUTES: �
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Mr. Lake made 2 corrections to the minutes regarding names incorrecdy inserted and Mr. Hull ,
asked to strike a word from the minutes. A motion was then made by Mr. Lake to accept the ;
minutes of May 9, 1992, as corrected. Motion seconded by Mc Topps and passed.
ITEMS FOR CONSIDERATION: �
A. BDAP GUIDELINES
AYter some discussion of the current Guidelines regarding possible over-monitoring of I
approved loans, Chairman Hull asked to have this item re-agendized for further discussion and ,
corrections. -
B. PARTICIPATION AGREEMENT ADDITION '
Mr. Naulls presented to the Board a proposed addition to the Participation Agreement of the
LLDC. Chairman Hull commended Mr. Naulls for his recommendations, but it was the
Board's overall feeling that this proposal would take away from the good faith the LLDC
exercises in granting loans and would be considered a form of excessive monitoring. '
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C. LLDC BALANCE SHEET
Mr. Topps asked if the balance sheet included anticipated interest and if it had to be accepted
as a general balance sheet. Chairman Hull asked Mr. Topps if he wanted it different. Mr.
Topps stated he did not, but just had these questions. Mr. Topps also wanted to know why
there was a difference in the amounts of the latest two loans granted by the LLDC. It was
explained by Mc Lake that the difference was in the interest rate and time frame of the loans.
D. WARRANT REGISTER
A motion was made by Mc Lake and seconded by Mr. Topps to accept the Warrant Register
as submitted. Motion passed.
STAFF ORALS:
A. MOUTH OF THE SOUTH
Mr. Naulls told the Board that Mr. Spears upplication and forms are still incomplete, but a
letter was sent to Mr. Speazs hi-lighting the neceslities to.further his processing.
B. LLDC GRANTS TWO LOANS
Mr. Naulls congratulated the Board on the granting of the last two LLDC loans.
BOARD ORALS:
Mr. Hull asked if any further investigation had been attempted by Mr. Alfreddie Johnson into �
other means of tinancing the LLDC. No one was certain. Mc Hull also asked Staff if there has i
been any progress towazds replenishing the LLDC'S near depleated funds. Mr. Naulls stated that ;
no funding by the City can be exercised until an audit of the LLDC is completed. Mc Lake '
reminded everyone that the elections are to be held in August, but little time remains to amend '
the By Laws. Afrer some discussion regarding the busy schedules of the Board Members in July
and August, it was moved by Mc Lake to move che election back to October 28, 1992. It was '
decided to amend the By-Laws at the meedng of September 23, 1992, leaving September 30,
1992, open for further discussion and amendmen�s, if necessary. '
ADJOURNMENT
After the Board Members expressed their willingness to meet during the months of July and
August as necessary, the meedng adjourned at 4:15 p.m. to the next scheduled meeting oY
September 23, 1992. �
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• ITEM A •
DATE: September 23, 1992 ,
T0: Honorable Chairman and Members of the Board .
FROM: Bruno Naulls, Administrative Analyst III
SUBJECT: AMENDING BDAP GUIDELINES
Puroose:
To revise areas of concern (i.e, Steps 4& 6 in the Processing of
Requests for Assistance) and to clarify information on loans (found
in Description of Assistance under Section titled Loans).
Backaround:
It was brought to the attention of staff that the prescribed form
of monitoring per the BDAP Guidelines is possibly too harsh in
method. Reasoning was that once the owner of the business concerns
loan application is approved by the,LLDC, they must have first
completed the following requirements:
l. Submit a BDAP application form
2. Submit a business plan
3. Submit a profit/loss statement (for the past two years)
4. Submit an itemized list of needed equipment, furniture,
trade fixtures, or trade stock with cost estimate
5. Show reasonable need for the loan
6. Staff review of information provided by applicant �
7..LLDC evaluation and approval
It is felt that once these requirements have been met and the.loan
and loan amount have been approved, further monitoring (aside from �
assurin the loan is !
J paid back) is not needed.
Analvsis: �
Upon review of Board views on the monitoring process, staff ;
concludes that the excessive monitoring is not needed. The �
applicant has already convinced the LLDC that it is in need of a �
loan. It has been established by the LLDC and staff that the i
applicant is an established business proprietor in Lynwood and has
a legitimate need for assistance. Loans given by the LLDC are in
good faith that the applicant will use the money as prescribed.
Once the loan is allocated, the major concern becomes the loan
payment. It has already been proven that the money is needed by �
the applicant to further progress in business. i
Conclusion:
Staff realizes the need for trust within the business industry.
Business transactions should be handle with care and the utmost
respect for the business owners within the community. Taking these
factors into consideration, staff finds it proper to take action to
make the necessary adjustment to the BDAP guidelines. ,
Recommendation: �
Staff respectfully request that the Board carefully examine the
BDAP Guidelines under Processing of Request for Assistance and
amend as Board sees needed. �
BDAP Guidelines attached hereto for review.
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. ITEM B.
Date: September 23, 1992
To: Honorable Chairman and Members of the Board
From: Bruno Naulls, Administrative Analyst III
Subject: AMENDING BDAP GUIDELINES WITH EMPHASIS ON LOAN
GUIDELINES: I.E.� INTEREST RATES, AMORTIZATION, AND
ELIGIBLE EXPENDITURES
PURPOSE
To make clear that loans provided at 38 with amortization periods
for 7 years is not a fixed rate, but is the minimum percentage and
the maximum amortization for loans by LLDC.
AACKGROUND ,..
In the past up to now the LLDC's BDAP loan description of
assistance read as thus:
LOANS:
The BDA Proqram provides three
percent (38) loans with amortization
not to exceed seven (7) years. All
loan requests must be submitted to
the LLDC, which will then be
submitted to an approved lender.
1. MaximLm r.oan Amo�nt
The maximum loan amount shall be �
limited to $20,000, includinq the �
amount necessary to cover the cost I
of equipment, trade fixtures and
inventory or trade stock. �
2. Termg I
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Amortization of the loan shall not �
exceed seven (7) years.
3. Loan Costa !
The bank may charge to the loan the �
cost of loan origination fees. !
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ANALYSIS
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Upon review of information previously stated, staff feels i
that (due to loans previously dispersed by LLDC) there is '
room for speculation by loanees if the section on loans
is carefully read. It states loan to be provided at 38
interest. This statement along with the brief in which �
the statement was abstracted would compel the loanee
and/or reader to believe this is a fixed rate. Since
this is a falsehood, it would behoove staff and board
members to agree upon amending the clause in question and
make it self explanatory whereas there is no confusion.
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CONCLUSION
Staff brinqs this to board members as a matter of
importance and is therefore prepared to bring about the
amendinq of this clause in the BDAP description of
assistance.
RECOMMENDATION
In light of information brought to board's attention,
staff respectfully requests that the amended description
of assistance (loan portion) read as thus:
LOANS
The BDA Program provides loans wiih rates '
ranging from a maximum eight point five
percent (8.58) down to a minimum three percent
(38) (rate based upon individual
case/financial evaluation). Amortization not
to exceed seven (7) years. All loan requests
must be completed fully and submitted to the
LLDC, which will then be submitted to an
approved lender.
1. Max � m�m L•oan Amo �nt
The maximum loan amount shall be limited to
$20,000, including the amount necessary to i
cover the cost of equipment, trade fixtures ;
and inventory or trade stock.
2. �g i
Amortization of the loan shall not exceed i
seven (7) years.
3. Loan oq q '
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The bank may charqe to the loan the cost of
� loan oriqination fees. �
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. ATTACHMENT TO BE USED �.
WITH IT�MS A. & B.
BII82NE88 DSVBLOPlSENT 1►88IBT7►NCB PR0l3RAM (HD71}
(iENERAL GDIDBLINEB
The Husiness Development Assistance Program (BDA) is a
financial assistance program administered by the Lynwood •
Local Development Company (LLDC).
PROGR7IM H]►CICOROQND
The Business Development Assistance Program has been
adopted by the LLDC to provide technical and/or financial
assistance to businesses wishing to expand in, or
relocate to, the City of Lynwood.
Primary fundinq for the BDA Program is from the City of ��
Lynwood's Community Development Block Grant (CDBG)
Program. Although the LLDC anticipates continuing
support from CDBG funds, it shall seek to expand and
diversify its financial resources.
` DESCRIPTZON OF J►88I8TANC&
The BDA Program can make available, to qualified
applicants, below-market interest loans and grants, and
technical assistance as described below:
LO!►N8 :
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e BDA Program provides three percent (32)"loans with '
amortization not to exceed sevan (7) years. All loan i
requests must be submitted to the LLDC, which will then �
be submitted to an approved lender. ,
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1. Maximum Loan Amount �
The maximum loan amount shall be limited to . i
520,000, includinq the amount necessary to
cover the cost of equipment, trade fixtures ;
and inventory or trade stock.
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Amortization of the loan shall not exceed
seven (7) years. ,
3. Loan Costs � �
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The bank may charge to the loan the cost of �
loan origination fees. �
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, GRANPS•
The qrant component is designed to provide assistance to
local businesses to cover the cost of equipment, trade
fixtures, and inventory or trade stock. These funds
shall be used only in those cases where the loan proceeds
are not sufficient to cover the cost of the request for
assistance. As such, the qrant should be considered as
"gap financing" only.
1. Maximum Grant Amount
The maximum grant amount per participant shall be
$2,500.
2. �ocumentation
To qualify for this qrant, a participant must
provide appropriate documentation of planned
expenditures (such as purchase orders or
invoices), showinq the use of funds, estimate of
costs, and name and address of vendor or
supplier.
$LIf3IBILZTY REOIIIREMENTB
Proqram assistance will be provided to those businesses
which provide evidence of need. Preferential treatment
will be given to businesses which will provide additional
jobs to the community.
Applicants must have their business located in the City
of Lynwood and must have been in business for at least
one year prior to submittinq their application to the
LLDC.
BEQQIRED DOCIIl�IEIiT�TION
In order to document neads, the Pollowinq.must be
submitted: �
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- Financial statements for the business j
- Personal financial statements �
- Business and perso�al tax returns �
- I�tter outlininq request i
EIiPLOYMENT DpCQ1iL+NT7►TION �
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A list of current employee's names, position title, '
hourly wage and social security numbers and a list of new !
jobs to be created or returned must accompany the loan
request. �
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� , s BLI(iIHLS EEPENDITIIREB �
All costs directly attributable to the costs of
� equipment, trade fixtures and inventory or trade stock
are eligible, includinq loan oriqination fees and any
other costs associated with the preparation of loan
documents.
- PROCESSINCi OF REQOE8T8 FOR A88I8TANCE �
Step 1: Application Submittal �
Applicants must complete and submit a BDA
Program application form, a business development
plan, a balance sheet, profit and loss
statements for the precedinq two years, and an -
itemized list of needed equipment, furniture,
trade fixtures or trade stock to the LLDC with
approximate costs.
Step 2: Staff review and Determination of Eliaibilitv
After submittal of the application, staff will
review the financial information to determine
the applicant's level of need and the estimates
for reasonableness of costs.
Step 3: Securinq the Financinq
After the application has been approved by
staff, it will be submitted to the LLDC for
evaluation. The LLDC will approve or deny the
loan or grant request based on its evaluation.
The LLDC may also approve an amount which is
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less than the amount requested.
Step 4: Obtainina Bid and Vendor/Supolier Selection
Upon approval by the LLDC, staff will assist
participants in obtaininq at least three (3) I
. bids from vendors/suppliers. Staff will then �
review bids for costs and tha participant will �
choose the lowest reasonable bid.
Step 5: PAtticipation Agreement �
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After the selection of a vendor/supplier,.the �
participant will execute an aqreement with the i
, LLDC and the applicable loan documents. I
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Step 6: pisbursement of Loan and/or Grant Proceeds ;
\. /� Payments will be made directly to the selected �
�� and approved vendor/supplier; not to the
participant.* This payment will occur upon '
verification of expenses incurred, as evidenced
by the participant's submission of purchase �
orders, invoices, etc. �
•AmenCed August 27, 1986, to �llai re-a �
p pprovcd loan�proceeda to yo co an applicant as reimbursmimt of a �
pre-approveE purt�ase. �
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GENE PIIRTICIPI►TION N8 S E8
. All applicants who participate in the Business
Development Assistance (BDA) Program must abide by all
Program rules and regulations, which include those listed
below:
- Applicant(s) must keep all appointments.
- Applicant(s) must a12ow at least three (3)
vendors/suppliers to submit bids.
- Applicant(s) must select the lowest reasonable bid.
- Applicant(s) must siqn a LLDC Participation
Agreement prior to signinq loan documents.
- Applicant(s) must present vendor/supplier purchase
orders, invoices, etc.
MANAGEMENT A88Z8TANCE/CON9IILTZNCi PROGRAM
Consultinq services are provided to Lynwood Businesses
via the Los Angeles County Economic Development
Corporation under contract to the LLDC.
A firm who documents needs as outlined in the loan '
program will generally qual for free consulting
services.
However, if a firm does not meet the above-mentioned
eligibility requirements, the firm may obtain these below
market cost services on a fee reimbursement basis or
deferred payment basis, upon execution of proper
agreements between the firm and the LLDC.
I/WS TH8 IINDSRBI(iNED� CBRTIPY TH71T I/*S HJ1VB READ AND '
IINDERET7IND THE 7►SOVE (iIIIDBLIN88. Z/RE aGRBE TO 718IDB HY
TH8 RBQIIIRSLIBNTB 11ND'RE880NSI8ZLITI88 OQTLINED IN THE �
f3IIIDELINSB. ;
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I/WE 71L80 CERTIPY T871T I/AS H71V8 BEEN GIVEN 7► COPY OF THE
PROQR711I GQZDBLIN88.
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BIGNATIIRS OP 11PpLIC]1NT D71TB �
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SIGNATIIRE OF 71PPLIC7INT D71T8 �
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� ITEM C. � .
� DATE: September 14, 1992
TO: HONORABLE CHAIRMAN AND LLDC BOARD MEMBERS
BY: Bruno Naulls, Administrative Analyst IZI
Community Development Department
LYNWOOD LOCAL DEVELOPMENT COMPANY (LLDC)
BALANCE SHEET
Septembet 23� 1992
Assets
Cash
Saving ...............5 8,252.24
Saving ................17,501.28
Checking ..................30.38
Total Cash Balances $25,578.90
Outstan8ing Loan Salances
Smith .................$ 878.86
Lang ..................10,547.27
Shook .................17,578.36
Johnson ...............13,423.18
Austed ................14,179.01
Ramos .................19,553.53
Moon ..............'....19,704.08
Total Outstanding Loan
Balances $95,g69,2g I
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Total Cash & Loan Balance $121,653.19,
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Accounts Receivable
(Monthly Debt Payments) �
Smith ..................$110.78 �
Lang ....................264.26 i
Shook ...................266.83
Johnson .................265.94 I
Austed ..................496.19 �
Ramos ...................318.73
Moon ....................284.46 �
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Total Monthly I
Payments Receivable 2,007.19 2,007.19
Total Capital Assets.........$123,660.38 i
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Liabilities
Accounts Payable.... .... . .................$350.00
(service fee to Security Pacific Bank)
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Tax Payable .................................... .5150.00 '
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Total Liabilities ......................$500.00 ,
LLDC�s Equity
LLDC, capital Equity...... ................$50,063.10 �
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s ITEM D. .
BY-�AIYS
OF
LYNw000 LOCAL DEVELOPMENT COMPANY
ARTICLE I
Name
The name oP this corporation is the Lynwood Local Development
Company.
ARTICLE II
Principal Office
The Board oP Oirectors shall establish the principal executive
oPfice ot the corporation in the City of Lynwood, County ot Los
.�ngeles, State of Callfornia. The company must maintain an
accessible place of business open to the public during normal busi-
ne,ss hours -and a separately listed telephone.
: ARTICLE III
Membership I
Section I. MEMBERS. Membership shall be extended to those who I
are concerned with the economic development of the Lynwood community. �
Each such member shall be entitled to one vote in the conduct of the �
aPfairs of the membership. of the corporatlon, and be eligible for �
election as a Director and officer of the corporation. A member of
corporation may be en otPicer or employee ot the City ot �ynwood �
or any agency thereof. The corporation must have at least twentv- '
rive (25) members at all timea. -- � ' �
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Section 2. TERM OF MEMBERSHIP. Members shall serve inde`initely,_ �
unless membership is terminated in accordance with 5ection 3 of this '
•4rticle :II. `
Section 3. TERMINATION OF MEMBERSHIP. The membership of any I
member shall terminate upon the occurrence oP any of the following
events: ,
(a) The resignation or death of the member. �
(b) The determination by the Board of Directors or a I
committee designated to make such determination aPter compliance
witn the provisions oP Section 5341 oP the Nonprofit Public Benefit ,
Corporatior, Law that the continuation of the person's membership i
is ir.imical to the purposes and the requirements of the corporation.
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Sec�io❑ 4. TR:�IvSFrR Or 1tE;:BERSHI?, �;o ;nember may uaas�er
a:�ec�bership or any right arising =rom , i�. �11 :i3h�s of inecabership
cease on the member's death.
dRTICLE ?V
LIEETINGS OF :dE:S3ERS
Section 1. PL�e�CE OF SIEETIVGS. lleetings of inembers shall
be held at aay place ia the City of Lynwood designated by the Board
of Direczors.
Section 2. �'WdL �fEET'IVG. T�e annual meetiag oP members
sha11 be held on the first Tuesday of :Say each year, ualess the Board
of Directors tixes aaother date aad so nocifies the members as provided
in Seetioa 4 04 this Article IV, dt each annual meeting Directors
shall be elected aad any other propeY business may be transacted.
Sectioa 3. SPECIdL MEETIVGS. Special meetiags o1 members
_or any purpose may be called at any time by a ma,jority of Directors,
or by a majority oY the members. Plotices stiall be given at least 2=1
hours prior to the meetiag according to the rules set fortti in article
V. Notice of aay special meetings shall set forth the busiaess
to be traasacted. *to other busiaess shall be considered at such
special meecings.
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9ection 4. ;10TICE OF 11ESfBERS' �EETIVGS. alI aotices of �
�eetings oP members shall be 3ent or otherwise given ia accordance I
Nith Sectioa 5 of the Article IV aot less than 10 aor more thaa �
90 days beiore tbe date ot the meeting. The notice stiall speci2y �
the place, reason, date aad hour oi the meeting. oP any �
meeting at �hich Directors are to be elected shall include the name
of any nomiaee or aominees whom ttie Board intands to present Eor �
election. IS action is proposed to be takea at any meeting Por '
aoorovaProposal,proposal, the notice shall also state the general aa�ure i
o: the
Section 5. ?1e�.�NER OF GIVIVG YOTIC�S. ,iotices of each �
neetiag oY members, whether regular or special, shall specify �tie �
�ate, olace and hour oY the meetiag and shall be given to eac� me�be:
by the Secretary-Treasurer, either personally or by mail or telegrar.., ;
ad�ressed �o such member at his address apoearing oa the records oi i
��e corporatioa. "
Section 6. QUORUII. One-halP (1/2) of the members entit?ed '
�o vote shall constitute a quorum for the traasaction of bLSiness ;
�- a�eecing of the members. i
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Section -. :�IILES OF ORDER. Exc=pt where otherwise provided :a
' these bylaws, all meetings of the membersh:p shall be conducted
accordiag Lo ttie chen current edition of Robert's 3ules o� Orde:.
Section 8. VOTZ;�'G. Voting may be by voice or ballot, provided
��at any election of Directors be by ballot,
ARTICLE V
DIRECTORS
Section 1. POWERS. The business.and aYYairs oi the corpora-
tion shall be managed aad all corporate powers shall be exercised,
by or under the direction oY the Board of Directors, subject to the
orovisioas o2 the CaliYornia NonproPit Public BeneYit Corporation
Law and aay limitatioas ia the articles oP incorporation and these
bylaws relating to actioas required to be approved by the members.
�4ithout prefudice to such general pomers, aad subject to the same
limitations, the IIirectors shall have the poaer to:
(a) Select and remove all agents and e.mployees oP
the corporation; prescribe any powers aad duties Yor ttiem that �
are coasistent with law, with the articles ot iacorporation, and
with these bylaws; fis any compensation; and require Yrom ttiem '
security 2or laith2ul service. I
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(b) Change the principal executive otiice or �
other oYfice Prom one locatioa to another; designate any place Por ±
the holding o2 aay members' meetings, including aanual meetings;
and set the dates Sor the liscal year o2 the corporatioa.' ;
(c) Adopt, make and use a corporate seal; presc::5e �
the form oY certiEicates oY membership and alter the Porm of the '
seal and certiYicate. ,
(d) Borrvw money and incur the indebtedaess oa
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�eha11 0! the corporation, and cause to be executed aad delivered �
:or the corporation's purposes, ia the corporate name, promissory �
aotes, bonds, debeatures, deeds oY trust, mortgages, pled3es,
hypothecaiions and other evidences oY debt securities.
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Section 2. QUALIFICaTION �vD vUyIBER OF DIRECTORS. Each
ilirector shall be a member of the corporation and, if a person
ceases to be a member of� corporation, such persoc shall alsc '
cease to be a Director of the corporatian. The number of pirec- I
tors of the corporstion shall be seven (7). vo publicly elected ;
of�ical may serve on t!^� 3oard of Directors. At least five (S)
Direc:ors must be maintained at a11 times. �
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Section 3. ELECTION �NO TERt4 OF OFFICE OF DIRECTORS. The
Directors shall be elected at each annual meeting of inembers but,
if any such annual meeting is not held or Directors are not elected
there at, the Directors may be elected at any special ,reeting af
members held for that purpose. Members shall be given a reasonable
means oP nominating persons for election as Oirectors, and all
nomineea shall be given a reasonable opportunity to communicate to
the members, and solicit votes. All Directors shall hold o`fice until
their respective successors are elected. Election oP Directors
shall be by ballot. Every member entitled to 'vote at any election
of Directors shall have seven (7) v,otes to use as that member sees `i*_.
The seven (7) candidates receiving the highest number of votes sha11
5e elected.
Section 4. VACANCIES. �lny vacancy in the Board of Directors
caused by the death or resignation of any Director, or in any
other manner, may be Pilled by a mafority oP the remaining Directors.
IP the Board oP Directors accepts the resignation oP a Director tender-
ed to take ePfect at a tuture time, the Board shall have power to
elect a successor to take office when the resignation is to become
ePPeCtive.
Section 5. REMOVA� FROM OFFICE. Any member of the Board of
Directors may be removed Prom oPFice upon the vote of two-thirds
(2/3) of the Board oP Directors or the membership, and shall be
remuved Prom oPfice ±° absent from three (3) consecutive meetings
without the official excuse oP the Chairman of the Board. I
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Sectlon 6. RECULAR MEETINCS. Immediately Pollowing each
annual meeting of inembers, the Board oP Directors shall hold a
regular meeting for the purpose oP organization, and the transaction �
oP other business. Notice oP this meeting shall be held without �
call at such time as shall Prom time to time be Pixed by the Board
oP Directors. In addition, the Board shall meet.a minimum oP
every two months to transact corporation business. � ,
Section 7. SPECIAL MEETINCS. Special meetings oP the Board
oP Directors for any purpose or purposes may be called at any time �
by the Chairman of the Board, the Vice-Chairman, the Secretary- �
Treasurer, or any two (2) Directors. Such meetings of the Board of '
Directors shall be held at the principal executive ofPice oP the '
corporation or at any place that has been designated in the notice
oP the meeting.
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Section 8. :ICTICE. Votice of time and place oY special
neetings sha11 be delivered personally or by telephone to each
Director or sent by first class mail or telegram, addressed to
each Director aL the Director's address as it is shown on the
:ecords oP the corporation.
Sectioa 9.�C3S SY' CONF'ERENCE CaI.I.S. :�ay meeting, regular
or special, aay be held by conYerence telephoae or similar communi-
catioa equipment, so long as all D•irectors participating in the
meecing caa hear one another, and all such directors shall be deemed
to be preseat ia person at the meeting.
Section 10. QIIO&IIJ4. A ma,joritp of the auLhorized number o� '
Directors shall constitute a quorum for tbe transaction of business.
3 meeting at which a quorum is initially present may continue to
traasact business notwithstaading a withdrawal ot ¢irectors, if
any actioa taken is approved by at least a ma,jority oP the requ�red
quorum for that meeting.
Section 11. WAIVER OF vOTICE. The transactions oP any meetiag
of the Board oY Directors, however called and noticed or wherever ,
he1d, shall be as valid as though taken at a meeting duly held after i
a regular call aad notice, iY a quorum is present and iP, either be-
fore or alter the meeting, each ot the Directors aot preseat sigas a '
wr.ittea maiver o1 aotice, a conseat to holdiag the meetiag, or an �
approval oY the minutes. The waiver of notice or consent need �
aot specify the purpose ot the meetiag.....All.such Waivers, consents
and approvals shall be liled with tbe corporate records or made a �
oart ot the miautes oi the meeting. Notice o! a meeting shall �
also be deemed given to any D irector who attends the meeting without
protesting be2ore or at its commeacemeat about the lack oi adequate
notice. ,
ARTICLE VI !
COMb1ITTEES �
Section 1. C06!l�ITTEES OR DIRECTORS. The Board of Directors ;
may, by resolution adopted by a ma�ority o� the•Directors then in ;
ofPice, designate one or more committees, each coasisting oP two or
more Directo:s, to serve at the pleasure oP th� Board, i
ARTICLE VII �
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OFFICERS _ i
Section 1. OFFICERS. All oYYicers oi the corporation stiall ;
be membe�s of ttie corporation and membe*s of the Board oi Direccors. �
''_'he oPticers oE the corporation sh211 be a Chairman of the Boa:d o_ �
�ir=ctors, Vice Chariman of the Board of Di:ectors, and Secreta:y- �
Treasurer, One oerson may hold t�vo or more ofPices, e�ccept tha�
the o�fices oi Chairman and Sacretary�freasurer may ❑ot be coobiaed. I
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Section 2. rLECTION OF OFFICERS. The oificers of ttie cor�ora-
*_ion sha11 be ctiosea aanually by the Board oP Directors and cach
sha11 hold office uatil he stall resign, be removed, or otaerwise d:s-
qualiPied to serve, or his successor shal? be elected and quali:ied.
SecLion 3. CHAIRbiAN OF THE BOARD. The Chairman shall.be the
chief executive of2icer of the �orporation and shall, generally
supervise, direct and control the business and tbe officers of the
corporation. He shall preside at all meetings of the members aad at
all meetings of the Board. He shall tiave such other powers and
, duties as may be prescribed by the Board oi Directors or the bylaws.
Section 4. VICE CHAZR1iAN. In the absence or disability of
the Chairman, the Vice Chairmaa shall periorm all the duties oP the
Chairman and when so acting shall have all the powers of and be
subject to all the restrictions upon the Chairman. The Vice
Chairmaa shall have such other powers and pertorm such other duties
as from time to time may be prescribed by the Chairman, the Board of
DireCtors or the bylaws.
Section 5. SECRETARY-TREaSIIRER. Tbe Secretary-Treasurer shall
be both ttie Secretary and, the ChieY Financial OY21cer oY the �orpo- i
ratio¢. The Secretary-Treasurer shall keep at the principal office
of .the carporation a book of miautes ot all meetings of Directors i
and members, with the time aad place of holding, how called or auzho-
r.ized, the notice thereoY given, the names oY those present at �
Directors' meetiags, the aumber o! members present or represented I
at member's meetiags, and the proceedings thereof. The Secretary- '�
T:easurer shall keep and maintain adequate and correct books o2 '
accouat shoaing the recei,pts and disbursements o2 the corporation, �
and an accouat stiall at all reasonable times be open to inspection I
by any member or Director.
The Secretary-Treasurer shall deposit all moneys of the c�rpo- ;
ration with such depositories as are designated by the Board af
Directors, and shall disburse the funds of the corporation as may (
be or�c:red by the Board of Directors, and shall render to the �
Chairman or the Board o2 Directors, upoa request, statements of the '
:inancial coaditioa ot the corporation. 1
Sectioa 6. SIIBORDI:IATB OEFICERS. Subordinate of2icers s�a11 I
oerfora such duties as shall be prescribed from time to time by �
ctie Board oP Directors or the Chairman. �
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�RTICLE VIiI
MISCELLANEOUS
Section 1. EXECUTION OF DOCUMEN75. The Board of Directors
may authorize any oPPicer or ofPlcers, agent or agents, to enter into
zny contract or execute any instrument in the name of and on behalf
of the corporation and such authority may be general or confined to
speci°ic,instances; and unless so authorized by the Board of Directors,
no oPficer, agent or other person shall nave any power or authority
to hind the corporation by any contract or enqagement or to pledge
its rredit or. to render it liable Por any purpose or to any amount.
Section 2. INSPECTION OF BY-LAWS. The corporation shall keep
in its principal office the original or a copy oP these by-laws,
as amended er otherwise altered to date, certified by the Secretary,
which shall be open to inspection by the members at all reasonable
times during ofPice hours.
Section 3. ANNUAL REPORT, The annual report shall conPorm to
Section 6321 oP the CaliPornia Nonprofit Public Benefit Corporation
Law. i
Sec;ien 4. FISCAL YEAR. The Piscal year oP the corporation I
shall begin May 1 and end April 30 oP each year, except the first �
fiscal year which shall run from the date of incorporation to the �
date oP the next year. !
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Section 5. CONSTRUCTION AND DEFINITIONS. Unless the context ;
otherM:se requires, the general provisions, rules of constructlon and '
definitions sontained the California NonproPit Public BenePit Corpo- �
ration Law shall govern the construction oP these by-laws. With- '
out limiting the generality of the foregoing the masculine gender j
includes the feminine and neuter, the singular number includes • ;
the plural and the plural number includes the singular, and term i
"person" includes a corporation as well as a natural person. �
Section 6. LIMITATIONS. The Local Development Company sha11 I
not participate in any SBA programs other than those permitted by
part lOB.503-1(d) of SBA's Regulations. '
ARTICLE IC '
AMENDMENTS �
Section 1. POWER OF IdEMBERS. Idew by-laws may be adopted or
these by-laws may be amended or repealed by the vote of inembers �
entitled to exercise a ma,fority oP the voting power of the corpora- i
tion o: by the written assent or such member, or by the vote of a
�ajori;y o° a quorun at a meeting oP members duly called for the i
puroose, etcept as otherwise provided by 1aw or by the articles of �
incorpora:ion.
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Section 2. POWER OF DIREC70R5. Subject to the right of
the members as provided in this Article to adopt, amend or repeal
oy-laws, any by-law other than a by-law or amendment thereof
changing the authorized number oP Directors may be adopted, amended
or repealed by the Board of Directors.
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