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HomeMy Public PortalAboutA 1993-04-26 LLDC1 M LYNWOOD LOCAL DEVELOPMENT COMPANY BOARD OF DIRECTORS Tuesday, April 26, 1993 3:00 p.m. City Council Chambers Lynwood City Hall 11330 Bullis Road Lynwood, CA. 90262 ROBERT HERRERA SECRETARY- TREASURER CELIA ARROYO MEMBER ALFREDDIE JOHNSON MEMBER I. OPENING CEREMONIES: A. CALL TO ORDER I. Flag Salute 2. Roll Call B. Certification of Agenda Posting II. APPROVAL OF MINUTES - January 27, 1993 III. ITEMS FOR CONSIDERATION: A. LLDC BY -LAWS P -W I raec:.1I!r ;j CITY or LYP!l, %OOU CITY CLWM S OFFICE I AP.? 2,: r ; LEIGHTON HULL PRESIDENT BERNIE LAKE VICE - PRESIDENT 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 mention to actions pertaining to absentee ballots. Staff is requesting a review so that we may receive direction as to changes and what is to be amended. B. WARRANT REGISTER Invoices from Security Pacific Bank for payment of annual fees for the administration of LLDC loans for the following: C. Smith ...... $ 60.40 A. Hans....... 201.31 G. Johnson.... 201.27 A. Shook...... 201.94 TOTAL .......... 864.92 Y k B. STAFF ORALS • Staff and the City of Lynwood congradulates Robert Herrera for his appointment to the Position of Secretary Treasure of the LLDC. This appointment was initiated due to the relocation of the past Secretary Treasurer. VII. BOARD ORALS VIII. ADJOURNMENT To the scheduled meeting of May 26, 1993 I Ll - ADDENDUM- DATE: April 27, 1993 E TO: Honorable Chairman and Members of the Board FROM: Bruno Naulls, Administrative Analyst III SUBJECT. MINUTES Due to unmentionable circumstances, Staff is sorry to inform that minutes of the last meeting are not available at this time. ITEM BY -LAWS OF LYNWOOD LOCAL DEVELOPMENT COMPANY ARTICLE I Name The name of this corporation is the Lynwood Local Development Company. ARTICLE II Principal Office The Board of Directors shall establish the principal executive office of the corporation in the City of Lynwood, County of Los Angeles, State of California. The company must maintain an accessible place of business open to the public during normal busi- ness hours and a separately listed telephone. ARTICLE III Membership Section I. MEMBERS. Membership shall be extended to those who are concerned with the economic development of the Lynwood community. Each such member shall be entitled to one vote in the conduct of the affairs of the membership of the corporation, and be eligible for election as a Director and officer of the corporation. A member of corporation may be an or any agency thereof. The corporation must have at least twent�- five (25) members at all times. -- Section 2. TERM OF MEMBERSHIP. Members shall serve indefinitely, unless membership is terminated in accordance with Section 3 of this Article :II. Section 3. TERMINATION OF MEMBERSHIP. The membership of any member shall terminate upon the occurrence of any of the following events: (a) The resignation or death of the member. (b) The determination by the Board .of Directors or a committee designated to make such determination after compliance with the provisions of Section 5341 of the Nonprofit Public Benefit Corporation Law that the continuation of the person's membership is inimical to the purposes and the requirements of the corporation. -1- Section 4. TRANSFER OF 1LE13ERSHIP. No member may transfer a membership or any right arising from it. All rights of membership cease on the member's death. ARTICLE IV MEETINGS OF UZUBERS Section 1. PLACE OF MEETINGS. Meetings of members shall be held at any place in the City of Lynwood designated by the Board of Directors. Section 2. ANTNUAL UEETING. The annual meeting of members shall be held on the first Tuesday of `Say each year, unless the Board of Directors fixes another date and so notifies the members as provided in Section 4 of this Article IV. At each annual meeting Directors shall be elected and any other propel' business may be transacted. Section 3. SPECIAL MEETINGS. Special meetings of members :or any purpose may be called at any time by a majority of Directors, or by a majority of the members. Notices shall be given at least 24 hours prior to the meeting according to the rules set forth in Article V. Notice of any special meetings shall set forth the business to be transacted. No other business shall be considered at such special meetings. Section 4. NOTICE OF %MWRERSI XEETING3. All notices of meetings of members shall be sent or otherwise given in accordance with Section S of the Article IV not less than 10 nor more than 90 days before the date of the meeting. The notice shall specify the place, reason, date and hour of the meeting - "'The -7 hotice of any meeting at which Directors are to be elected shall include the name of any nominee or nominees whom the Board intends to present for election. If action is proposed to be taken at any meeting for approval of any proposal, the notice shall also state the general nature of the proposal. Section 3. UANNER meeting of members, whether date, place and hour of the by the Secretary - Treasurer, addressed to such member at the cor ?oration. OF GIVING NOTICES. Notices of each regular or special, shall specify the meeting and shall be given to each member either personally or by mail or telegram, his address appearing on the records of Section 6. QUORUM. One -half (1/2) of the members entitled to vote shall constitute a quorum for the transaction of business at a meeting of the members. -1- 0 Section 7. RULES OF ORDER. Except where otherwise provided :n these bylaws, all meetings of the membership shall be conducted according to the then current edition of Robert's Rules of Order Section 8. VOTING. Voting may be by that any election of Directors be by ballot ARTICLE V DIRECTORS voice or ballot, provided Section 1. POWERS. The business and affairs of the corpora- tion shall be managed and all corporate powers shall be exercised, by or under the direction of the Board of Directors, subject to the provisions of the California Nonprofit Public Benefit Corporation Law and any limitations in the articles of incorporation and these bylaws relating to actions required to be approved by the members. Without prejudice to such general powers, and subject to the same limitations, the Directors shall have the power to: (a) Select and remove all agents and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the articles of incorporation, and with these bylaws; fix any compensation; and require from them security for faithful service. (b) Chang* the principal executive office or other office from one location to another; designate any place for the holding of any members' meetings, including annual meetings; and set the dates for the fiscal year of the corporation. (e) Adopt, make and use a corporate seal; prescribe the form of certificates of membership and alter the form of the seal and certificate. (d) Borrow money and incur the indebtedness on behalf of the corporation, and cause to be executed and delivered for the corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt securities. Section 2. QUALIFICATION AND NUMBER OF DIRECTORS. Each Director shall be a member of the corporation and, if a person ceases to be a member of the corporation, such person shall also cease to be a Director of the corporation. The number of Direc- tors of the corporation shall be seven (7). No publicly elected offical may serve on thq Board of Directors. At least five (5) directors must be maintained at all times. -3- Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. The Directors shall be elected at each annual meeting of members but, if any such annual meeting is not held or Directors are not elected there at, the Directors may be elected at any special meeting of members held for that purpose. Members shall be given a reasonable means of nominating persons for election as Directors, and all nominees shall be given a reasonable opportunity to communicate to the members, and solicit votes. All Directors shall hold office un:ll their respective successors are elected. Election of Directors shall be by ballot. Every member entitled to vote at any election of Directors shall have seven (7) votes to use as that member sees F_*_. The seven (7) candidates receiving the highest number of votes shall be elected. Section 4. VACANCIES. Any vacancy in the Board of Directors caused by the death or resignation of any Director, or in any other manner, may be filled by a majority of the remaining Directors. If the Board of Directors accepts the resignation of a Director tencer- ed to take effect at a future time, the Board shall have power to elect a successor to take office when the resignation is to become effective. Section S. REMOVAL FROM OFFICE. Any member of the Board of Directors may be removed from office upon the vote of two- thirds (2/3) of the Board of Directors or the membership, and shall be removed from office if absent from three (3) consecutive meetings without the official excuse of the Chairman of the Board. Section 6. REGULAR MEETINGS. Immediately following each annual meeting of members, the Board of Directors shall hold a regular meeting for the purpose of organization, and the transaction of other business. Notice of this meeting shall be held without call at such time as shall from time to time be fixed by the 8oarc of Directors. In addition, the Board shall meet a minimum of every two months to transact corporation business. Section 7. SPECIAL MEETINGS. Special meetings of the Board of 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 oO Directors shall be held at the principal executive office of the corporation or at any place that has been designated in the notice of the meeting. -4- Section 8. NOTICE. notice of time and place of special .meetings shall be delivered personally�or by telephone to each Director or seat first class mail or telegram, addressed to each Director at the Director's address as it is shown on the records of the corporation. Section 9.1EEMMS BY CONFERENCE CALLS. Any meeting, regular or special, may be held by conference telephone or similar communi- cation equipment, so long as all Directors participating in the meeting can hear one another, and all such directors shall be deemed to be present In person at the meeting. Section 10. QUORUM. A majority of the authorized number of Directors shall constitute a quorum for the transaction of business. A meeting at which a quorum is initially present may continue to transact business notwithstanding a withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting. Section 11. WAIVER OF NOTICE. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after a regular call and notice, if a quorum is present and if, either be- fore or alter the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent used not specify the purpose of the meeting. -All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement about the lack of adequate notice. ARTICLE VI COMMITTEES Section 1. COMMITTEES OR DIRECTORS. The Board of Directors may, by resolution adopted by a majority of the then in office, designate one or more committees, each consisting of two or more Directors, to serve at the pleasure of the- Board. ARTICLE VII OFFICERS Section 1. OFFICERS. All officers of the corporation shall be members of the corporation and members of the Board of Directors. The officers of the corporation shall be a Chairman of the Board of nirectors, Vice Chariman of the Board of Directors, and Secretary - 7reasurer. One person may hold two or more offices, except that the offices of Chairman and Sacretary- Treasurer may not be combined, -5- 0 0 Section 2. ELECTION OF OFFICERS. The officers of the corocra- -ion shall be chosen annua119 by the Board of Directors and each shall hold office until he shall resign, be removed, or otherwise dis- qualified to serve, or his successor shall be elected and qual;fied. Section 3. CHAIRMAN OF THE BOARD. The Chairman shall be the chief executive officer of the corporation and shall, generally supervise, direct and control the business and the officers of the corporation. Be shall preside at all meetings of the members and at all meetings of the Board. He shall have such other powers and duties as may be prescribed by the Board of Directors or the bylaws. Section 4. VICE CHAIRMAN. In the absence or disability of the Chairman, the Vice Chairman shall perform all the duties of the Chairman and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairman. The Vice Chairman shall have such other powers and perform such other duties as from time to time may be prescribed by the Chairman, the Board of Directors or the bylaws. Section S. SECRETARY - TREASURER. The Secretary- Treasurer shall be both the Secretary and the Chief Financial Officer of the corpo- ration. The Secretary - Treasurer shall keep at the principal office of the corporation a book of minutes of all meetings of Directors and members, with the time and place of holding, how called or autho- rized, the notice thereof given, the names of those present at Directors' meetings, the number of members present or represented at member's meetings, and the proceedings thereof. The Secretary - Treasurer shall keep and maintain adequate and correct books of account showing the receipts and disbursements of the corporation, and an account shall at all reasonable times be open to inspection by any member or Director. The Secretary- Treasurer shall deposit all moneys of the corpo- ration with such depositories as are designated by the Board of Directors, and shall disburse the funds of the corporation as may be ordered by the Board of Directors, and shall render to the Chairman or the Board of Directors, upon request, statements of the financial condition of the corporation. Section 6. SIIBORDINATE OFFICERS. Subordinate perform such duties as shall be prescribed from time the Board of Directors or the Chairman. officers shall to time by -c- 0 ARTICLE VIII MISCELLANEOUS Section 1. EXECUTION OF DOCUMENTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances; and unless so authorized by the Board of•Oirectors, no officer, agent or other person shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for 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 of these by -laws, as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the members at all reasonable times during office hours. Section 3. ANNUAL REPORT. The annual report shall conform to Section 6321 of the California Nonprofit Public Benefit Corporation Law. Section 4. FISCAL YEAR. The fiscal year of the corporation shall begin May 1 and end April 30 of each year, except the first fiscal year which shall run from the date of incorporation to the date of the next year. Section 5. CONSTRUCTION AND DEFINITIONS. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained the California Nonprofit Public Benefit Corpo- ration Law shall govern the construction of these by -laws. With- out limiting the generality of the foregoing the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and term "Person" includes a corporation as well as a natural person. Section 6. LIMITATIONS. The Local not participate in any SBA programs other Part 108.503 -1(d) of SBA's Regulations. 0 Development Company shall than those permitted by ARTICLE IX AMENDMENTS Section 1. POWER OF MEMBERS. New by -laws may be adopted or these by -laws may be amended or repealed by the vote of members entitled to exercise a majority of the voting power of the corpora- tion or by the written assent or such member, or by the vote of a majority of a quorum at a meeting of members duly called for the PQr703e, except as otherwise provided by law or by the articles of incorporation. 0 0 Section 2. POWER OF DIRECTORS. 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 of Directors may be adopted, amended or repealed by the Board of Directors. -8- I c SECURITY PACIFIC BANK Community Development Center 6141 2nd Street, Swt 0 Downey, California • P 0 Box 4430 Downey, California 90241 Telephone 213 923 -5551 April 6, 1993 Bruno Naulls Lynwood Local Development Co 11330 Bullis Road Lynwood, CA 90262 Dear Mr. Naulls, Listed below are applicant(s) and charges for April Annual Fees on your Dealer #2649. NAME LOAN Smith, C. 0660 - 112 -039 Your attention is appreciated. Sincerely, ,� �Gl t c_ / /u due Montes Vice President CHARGE $ 60.40 j rsm f March 2, 1993 Bruno Naulls Lynwood Local Development Co 11330 Bullis Road Lynwood, CA 90262 Dear Mr. Naulls, Listed below are applicant(s) and charges for March Annual Fees on your Dealer #2649. NAME LOAN Hans, A. 0660 - 117 -165 Your attention is appreciated. Sincerely, Sue Montes ice President CHARGE $201.31 rsm Community Development Center 6141 Street, • Downey. California ey, P.O. Box 4430 Downey, California 90241 Telephone 213 923 -5551 SECURITY PACIFIC BANK March 2, 1993 Bruno Naulls Lynwood Local Development Co 11330 Bullis Road Lynwood, CA 90262 Dear Mr. Naulls, Listed below are applicant(s) and charges for March Annual Fees on your Dealer #2649. NAME LOAN Hans, A. 0660 - 117 -165 Your attention is appreciated. Sincerely, Sue Montes ice President CHARGE $201.31 rsm February 9, 1993 Bruno Naulls Lynwood Local Development Co. 11330 Bullis Road Lynwood, CA 90262 Dear Mr. Naulls, Listed below are applicant(s) and charges for February Annual Fees on your Dealer #2649. NAME LOAN # CHARGE Johnson, G. 660 - 115 -554 $201.27 Your attention is appreciated. Sincerely, Gc� v ue Montes Vice President rsm f - t B 1 R 199 CITY t3,= ! , „ r_C c,~ Community Development Center ' 6141 2nd Street, Suite 330 Downey. California • . P 0. Box 4430 �. � � C Downey, California 90241 Telephone 213 9235551 SECURITY PACIFIC BANK February 9, 1993 Bruno Naulls Lynwood Local Development Co. 11330 Bullis Road Lynwood, CA 90262 Dear Mr. Naulls, Listed below are applicant(s) and charges for February Annual Fees on your Dealer #2649. NAME LOAN # CHARGE Johnson, G. 660 - 115 -554 $201.27 Your attention is appreciated. Sincerely, Gc� v ue Montes Vice President rsm f - t B 1 R 199 CITY t3,= ! , „ r_C c,~ January 15, 1993 • Pi z �u 1443 Bruno Naulls Lynwood Local Development Company 11330 Bullis Road Lynwood, CA 90262 Dear Mr. Naulls, Listed below are applicant(s) and charges for January Annual Fees on your Dealer #2649. NAME LOAN Lang, X. 660 - 113 -589 Delinquent for Aucust NAME LOAN Shook, A. 660 - 118 -009 Please remit the total now due $401.94 appreciated. Sincerel ;emu. xSue Montes Vice President CHARGE $200.00 CHARGE $201.94 Your attention is F rsm _ Community Development Center 6141 Suite O Oown ey. adorn Downey, California k P 0 Box 4430 Downey. California 90241 C - -lephone 213 923 -5551 SECURITY PACIFIC BANK January 15, 1993 • Pi z �u 1443 Bruno Naulls Lynwood Local Development Company 11330 Bullis Road Lynwood, CA 90262 Dear Mr. Naulls, Listed below are applicant(s) and charges for January Annual Fees on your Dealer #2649. NAME LOAN Lang, X. 660 - 113 -589 Delinquent for Aucust NAME LOAN Shook, A. 660 - 118 -009 Please remit the total now due $401.94 appreciated. Sincerel ;emu. xSue Montes Vice President CHARGE $200.00 CHARGE $201.94 Your attention is F rsm 6 11 M LYNWOOD LOCAL DEVELOPMENT COMPANY BOARD OF DIRECTORS Wednesday, January 27, 1992 3:00 p.m. LEIGHTON HULL PRESIDENT ERNEST TOPPS SECRETARY /TREASURER City Council Chambers Lynwood City Hall 11330 Bullis Road Lynwood, CA. 90262 CELIA ARROYO MEMBER I. OPENING CEREMONIES: 1. Flag Salute 2. Roll Call II III IV A. CALL TO ORDER B. Certification of Agenda Posting APPROVAL OF MINUTES - None INFORMATIONAL ITEMS ITEMS FOR CONSIDERATION: A. AMENDING BDAP GUIDELINES ('a- a -eesL. R ECEIVED I CITY OF LYNWOOb CITY CLERKS OFFICE JAN 21 1999 AM PM 7 1 8 A 10 0 11 4 1 1 2 13141$16 O 'A' BERNARD LAKE VICE PRESIDENT ALFREDDIE JOHNSON MEMBER Per request by Board, staff has prepared a staff report reviewing portions of BDAP Guidelines that need to be amended. This report emphasizes 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." B. ADDITIONAL AMENDING OF BDAP GUIDELINES 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 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. • E 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 mention 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. STAFF ORALS A. ELECTIONS Staff is requesting a set date by the Board for an election of new members to LLDC Board. VII. BOARD ORALS VIII. With no additional items for consideration, adjournment to the next scheduled meeting. I I I 7 -ADDENDUM- DATE: January 27, 1993 TO: HONORABLE CHAIRMAN AND LLDC BOARD MEMBERS. FROM: Bruno Naulls, Administrative Analyst III LLDC Staff Liaison SUBJECT: MINUTES Due to the circumstances which negated the meeting held September 23, 1992, the minutes will reflect the meeting prior to that date. All motions and opinions expressed at the last meeting were disregarded as if the meeting was canceled. The minutes attached will reflect the last official meeting which was held June 1, 1992. t LYNWOOD LOCAL DEVELOPMENT COMPANY MINUTES July 1, 1992 LLDC Board Members Present: Absent: City Staff Present: OPENING CEREMONIES: Chairman Hull opened the meeting at 3:33 p.m. 0 Chairman Leighton Hull Vice Chairman Bernard Lake Ernest Topps Celia Arroyo Alfreddie Johnson Bruno Naulls Administrative Analyst III Susan Fowler, Administrative Aide Roll call was taken, with Celia Arroyo and Alfreddie Johnson being absent. Mr. Naulls stated the Agenda had been posted in accordance with the Brown Act. APPROVAL OF MINUTES: Mr. Lake made 2 corrections to the minutes regarding names incorrectly 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 Mr. Topps and passed. ITEMS FOR CONSIDERATION• A. BDAP GUIDELINES After some discussion of the current Guidelines regarding possible over - monitoring of 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. 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 Mr Lake that the difference was in the interest rate and time frame of the loans. D WARRANT REGISTER A motion was made by Mr 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 application and forms are still incomplete, but a letter was sent to Mr. Spears hi- lighting the necessities 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 financing the LLDC. No one was certain. Mr Hull also asked Staff if there has been any progress towards 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. Mr Lake reminded everyone that the elections are to be held in August, but little time remains to amend the By Laws. After some discussion regarding the busy schedules of the Board Members in July and August, it was moved by Mr. Lake to move the election back to October 28, 1992. It was decided to amend the By -Laws at the meeting of September 23, 1992, leaving September 30, 1992, open for further discussion and amendments, if necessary ADJOURNMENT After the Board Members expressed their willingness to meet during the months of July and August as necessary, the meeting adjourned at 4 15 p.m. to the next scheduled meeting of September 23, 1992. c. \- PU]dcmn¢\sf • ITEM A • DATE: September 23, 1992 TO: Honorable Chairman and Members of the Board FROM: Bruno Naulls, Administrative Analyst III SUBJECT: AMENDING BDAP GUIDELINES Purpose: 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). Background. 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 cwner of the business concerns loan application is approved by the LLDC, they must have first completed the following requirements 1. Submit a BDAP application foc'm 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 assuring the loan is paid back) is not needed. Analysis: 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 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. 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. , t .l. r -- • 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 To make clear that loans provided at 3% with amortization periods for 7 years is not a fixed rate, but is the minimum percentage and the maximum amortization for loans by LLDC. In the past up to now the LLDC's BDAP loan description of assistance read as thus: The BDA Program 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. The maximum loan amount shall be limited to $20,000, including the amount necessary to cover the cost of equipment, trade fixtures and inventory or trade stock. 2. TprM Amortization of the loan shall not exceed seven (7) years. U 10 ..t = The bank may charge to the loan the cost of loan origination fees. Upon review of information previously stated, staff feels 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 3% 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. Page 2 Staff brings thi s importance and is amending of this assistance. to board members therefore prepared to clause in the BDAP as a matter of bring about the description of In light of information brought to board's attention, staff respectfully requests that the amended description of assistance (loan portion) read as thus: The BDA Program provides loans with 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. The maximum loan amount shall be limited to $20,000, including the amount necessary to cover the cost of equipment, trade fixtures and inventory or trade stock. 2. Tj= Amortization of the loan shall not exceed seven (7) years. 3, roan Costs The bank may charge to the loan the cost of loan origination fees. r y &5 N0 • ATTACHMENT TO BE USED WITH ITEMS A. & B. • BUSINE88 DEVELOPMENT ASSISTANCE PROGRAM (BDA) GENERAL GIIIDELINEB The Business Development Assistance Program (BDA) is a financial assistance program administered by the Lynwood Local Development Company (LLDC). & c . NE1 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 funding 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. DESCRIPTION 01 ASATAT1nr4 The BDA Program can make available, to qualified applicants, below- market interest loans and grants, and technical assistance as described below: LOANBt e BDA Program provides three percent (3%) 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. The maximum loan amount shall be limited to $20,000, including the amount necessary to cover the cost of equipment, trade fixtures and inventory or trade stock. Terms Amortization of the loan shall not exceed seven (7) years. 3. Loan Costs The bank may charge to the loan the cost of loan origination fees. GRANTS: The grant 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 grant should be considered as "gap financing" only. 1. Maximum Grant Amount The maximum grant amount per participant shall be $2,500. To qualify for this grant, a parti provide appropriate documentation expenditures (such as purchase invoices), showing the use of funds, costs, and name and address of supplier. BLIGIBILITY RBOUIgZKX 4TS cipant must of planned orders or estimate of vendor or Program 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 submitting their application to the LLDC. In order to document needs, the following-must be submitted: - Financial statements for the business - Personal financial statements - Business and personal tax returns - Letter outlining request r .. q.r 1 . • �) 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. ELIGIBLE EXPENDITURES All costs dirgctly attributable to Ge costs of equipment, trade fixtures and inventory or trade stock are eligible, including loan origination fees and any other costs associated with the preparation of loan documents. - PROCESSING OF REQUESTS FOR ASSISTANCE Step 1: Step 2: Step 3: i Step 4: Step 5: Step 6: 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 preceding two years, and an itemized list of needed equipment, furniture, trade fixtures or trade stock to the LLDC with approximate costs. Staff review and Determination of Eligibility for reasonableness of costs. After submittal of the application, staff will review the financial information to determine the applicant's level of need and the estimates curing the _Financin 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 less than the amount requested. Obtaining Bid and Vendor / supplier Selection Upon approval by the LLDC, staff will assist participants in obtaining at least three (3) bids from vendors /suppliers. Staff will then review bids for costs and the participant will choose the lowest reasonable bid. FT-T • t After the selection of a vendor /supplier, the participant will execute an agreement with the LLDC and the applicable loan documents. 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. *Amended August 27, 1956, to allot pre- approved loan proceeds to go to an applicant as reimbursement of a pre - approved purchase. GENERLL PARTICIPATION RE NS ITIES All applicants who participate in 4 ke 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 allow at least three (3) vendors /suppliers to submit bids. - Applicant(s) must select the lowest reasonable bid. - Applicant(s) must sign a LLDC Participation Agreement prior to signing loan documents. - Applicant(s) must present vendor /supplier purchase orders, invoices, etc. MANAGEMENT ASSISTANCE /CONSULTING PROGRAM Consulting 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 qualify 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 /WE THE UNDERSIGNED, CERTIFY THAT I /WE HAVE READ AND UNDERSTAND THE ABOVE GUIDELINES. I/WE AGREE TO ABIDE BY THE REQUIREMENTS AND RESPONSIBILITIES OUTLINED IN THE GUIDELINES. I /WE ALSO CERTIFY THAT I /WE HAVE BEEN GIVEN A COPY OF THE PROGRAM GUIDELINES. SIGNATURE OF APPLICANT SIGNATURE OF APPLICANT DATE DATE f \redevelp \110C \1ldCCG \110689 \sf • ITEM C. • DATE: January 27, 1993 TO: HONORABLE CHAIRMAN AND LLDC BOARD MEMBERS BY: Bruno Naulls, Administrative Analyst III Community Development Department LYNWOOD LOCAL DEVELOPMENT COMPANY (LLDC) BALANCE SHEET January 01, 1993 Assets Cash Saving ...............$16,207.06 Saving ................16,543.04 Checking ...............1,091.29 Total Cash Balances $33,841.39 Outstanding Loan Balances Smith .................$ 546.52 Lang ..................10,018.75 Shook .................17,311.53 Johnson ...............12,891.30 Austed ................13,186.63 Ramos .................18,916.07 Moon ..................18,850.70 Total Outstanding Loan Balances Jan. 01 Total Cash & Loan Balance Accounts Receivable (Monthly Debt Payments) Smith ..................$110.78 Lang ....................264.26 Shook ...................266.83 Johnson .................265.94 Austed ..................496.19 Ramos ...................318.73 Moon ....................284.46 $91,721.50 $125,562.89 Total Monthly Payments Receivable 2,007.19 Payments received $2,007.19 Total Capital Assets ......... $125,562.89 Liabilities Accounts Payable..... .$350.00 (service fee to Security Pacific Bank) Tax Payable ..... ............................... .$150.00 Total Liabilities ......................$500.00 LLDC's Equity LLDC, capital Equity ..... ....................$125,062.89 • ITEM D. • BY -LAWS OF LYNWOOD LOCAL DEVELOPMENT COMPANY ARTICLE I Name The name of this corporation is the Lynwood Local Development Company. ARTICLE II Principal Office The Board of Directors shall establish the principal executive Office of the corporation in the City of Lynwood, County of Los Angeles, State of California. The company must maintain an accessible place of business open to the public during normal busi- ness hours and a separately listed telephone. ARTICLE III Membership Section I. MEMBERS. Membership shall be extended to those who are concerned with the economic development of the Lynwood community. Each such member shall be entitled to one vote in the conduct of the affairs of the membership of the corporation, and be eligible for election as a Director and officer of the corporation. A member of corporation may be an of 44*z_- ar-- em.p1oXev_0.�thc_C t or any agency thereof. The corporation must have at le we - -L _r t n} - five (25) members at all times. -- Section 2. TERM OF MEMBERSHIP. Members shall serve indefinitely, unless membership is terminated in accordance with Section 3 of this Article III. Section 3. TERMINATION OF MEMBERSHIP. The membership of any member shall terminate upon the occurrence of any of the following events: (a) The resignation or death of the member. (b) The determination by the Board of Directors or a committee designated to make such determination after compliance with the provisions of Section 5341 of the Nonprofit Public Benefit Corporation, Law that the continuation of the person's membership is inimical to the purposes and the requirements of the corporation. -1- Section 4. TRANSF° -R Or AZ:,!BERSHIP. No member may transfer a membership or any right arising from it. All rights of membership cease on the member's death. ARTICLE IV MEETINGS OF :AFIBERS Section 1. PLACE OF MEETINGS. feetings of members shall be held at any place in the City of Lynwood designated by the Board of Directors. Section 2. ANNUAL UZETING. The annual meeting of members shall be held on the first Tuesday of 'lay each year, unless the Board of Directors fixes another date and so notifies the members as provided in Section 4 of this Article IV. At each annual meeting Directors shall be elected and any other proper business may be transacted. Section 3. SPECIAL MEETINGS. Special meetings of members for any purpose may be called at any time by a majority of Directors, or by a majority of the members. Notices shall be given at least 24 hours prior to the meeting according to the rules set forth in Article V. Notice of any special meetings shall set forth the business to be transacted. No other business shall be considered at such special meetings. Section 4. NOTICE OF UEMBERS' 2EETINGS. All notices of meetings of members shall be sent or otherwise given in accordance with Section 5 of the Article IV not less than 10 nor more than 90 days before the date of the meeting. The no shall specify the place, reason, date and hour of the meeting - The - notice of any meeting at which Directors are to be elected shall include the name of any nominee or nominees whom the Board intends to present for election. If action is proposed to be taken at any meeting for approval of any proposal, the notice shall also state the general nature of the proposal. Section 5. )BANNER meeting of members, whether date, place and hour of the by the Secretary- Treasurer, acdressed to such member at :he corporation. OF GIVING NOTICES. Notices of each regular or special, shall specify the meeting and shall be given to each member either personally or by mail or telegram.., his address appearing on the records of Section 6. QUORUM. One -half (1/2) of the members entitled to cote shall constitute a quorum for the transaction of business a: a meeting of the members. -1) - Section 7. RULES OF ORDER. Except where otherwise provided :. these bylaws, all meetings of the membership shall be conducted according to the then current edition of Robert's Rules of Order. Section 8. VOTING. Voting may be by voice or ballot, provided that any election of Directors be by ballot. -,, ' ` v S RC1JY�e f_ ARTICLE V DIRECTORS Section 1. POWERS. The business and affairs of the corpora- tion shall be managed and all corporate powers shall be exercised, by or under the direction of the Board of Directors, subject to the provisions of the California Nonprofit Public Benefit Corporation Law and any limitations in the articles of incorporation and these bylaws relating to actions required to be approved by the members. Without prejudice to such general powers, and subject to the same limitations, the Directors shall have the power to: (a) Select and remove all agents and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the articles of incorporation, and with these bylaws; fix any compensation, and require from them security for faithful service. (b) Change the principal executive office or other office from one location to another; designate any place for the holding of any members' meetings, including annual meetings; and set the dates for the fiscal year of the corporation. (c) Adopt, make and use a corporate seal; prescribe the form of certificates of membership and alter the form of the seal and certificate. (d) Borrow money and incur the indebtedness on behalf of the corporation, and cause to be executed and delivered I or the corporation's purposes, in the corporate name promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt securities. Section 2. QUALIFICATION AND NUMBER OF DIRECTORS. Each 0 shall be a member of the corporation and, if a person ceases to be a member of —c a corporation, such person shall also cease to be a Director of the corporation. The number of Direc- tors of the corporation shall be seven (7). No publicly elected offical may serve on the Board of Directors. At least five (5) Directors must be maintained at all times. -3- L M Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. The Directors shall be elected at each annual meeting of members but, if any such annual meeting is not held or Directors are not elected there at, the Directors may be elected at any special meeting of members held for that purpose. Members shall be given a reasonable means of nominating persons for election as Directors, and all nominees shall be given a reasonable opportunity to communicate to the members, and solicit votes. All Directors shall hold office until their respective successors are elected. Election of Directors shall be by ballot. Every member entitled to vote at any election of Directors shall have seven (7) votes to use as that member sees fit. The seven (7) candidates receiving the highest number of votes shall be elected. Section 4. VACANCIES. Any vacancy in the Board of Directors caused by the death or resignation of any Director, or in any other manner, may be filled by a majority of the remaining Directors. If the Board of Directors accepts the resignation of a Director teneer- ed to take effect at a future time, the Board shall have power to elect a successor to take office when the resignation is to become effective. Section 5. REMOVAL FROM OFFICE. Any member of the Board of Directors may be removed from office upon the vote of two - thirds (2/3) of the Board of Directors or the membership, and shall be removed from office if absent from three (3) consecutive meetings without the official excuse of the Chairman of the Board. Section 6. RECULAR MEETINGS. Immediately following each annual meeting of members, the Board of Directors shall hold a regular meeting for the purpose of organization, and the transaction of other business. Notice of this meeting shall be held without call at such time as shall from time to time be fixed by the Boarc of Directors. In addition, the Board shall meet a minimum of every two months to transact corporation business. Section 7. SPECIAL MEETINGS. Special meetings of the Board of 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 cf Directors shall be held at the principal executive office of the corporation or at any place that has been designated in the notice of the meeting. -4- • `" Section S. NOTICE. Notice of time and place of special meetings shall be delivered personally or by telephone to each Director or sent by first class mail or telegram, addressed to each Director at the Director's address as it is shown on the records of the corporation. Section 9.1EEZD4W ST CONFERENCE CALLS. Any meeting, regular or special, may be held by conference telephone or similar communi- cation equipment, so long as all Directors participating in the meeting can bear one another, and all such directors shall be deemed to be present in person at the meeting. Section 10. QUORUM. A majority of the authorized number of Directors shall constitute a quorum for the transaction of business. A meeting at which a quorum is initially present may continue to transact business notwithstanding a withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting. Section 11. WAIVER OF NOTICE. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after a regular call and notice, if a quorum is present and if, either be- fore or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting..--.All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement about the lack of adequate notice. ARTICLE VI COMMITTEES Section 1. COMMITTEES OR DIRECTORS. The Board of Directors may, by resolution adopted by a majority of the-Directors then in office, designate one or more committees, each consisting of two or more Directors, to serve at the pleasure of the - Board. ARTICLE VII OFFICERS Section 1. OFFICERS. All officers of the corporation shall be members of the corporation and members of the Board of Directors. The officers of the corporation shall be a Chairman of the Board of nirectors, Vice Charrman of the Board of Directors, and Secretary - :reasurer. One person may hold two or more offices, except that the offices of Chairman and Secretary - Treasurer may not be combined.. -5- Section 2. ELECTION OF OFFICERS. The officers of the coroora- :ion shall be chosen annually by the Board of Directors and each shall hold office until he shall resign, be removed, or otherwise dis- qualified to serve, or his successor shall be elected and qualified. Section 3. CHAIMIAN OF THE BOARD. The Chairman shall be the chief executive officer of the corporation and shall, generally supervise, direct and control the business and the officers of the corporation. He shall preside at all meetings of the members and at all meetings of the Board. He shall have such other powers and duties as may be prescribed by the Board of Directors or the bylaws. Section 4. VICE CHAIRMAN. In the absence or disability of the Chairman, the Vice Chairman shall perform all the duties of the Chairman and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairman. The Vice Chairman shall have such other powers and perform such other duties as from time to time may be prescribed by the Chairman, the Board of Directors or the bylaws. Section 5. SECRETARY - TREASURER. The Secretary- Treasurer shall be both the Secretary and the Chief Financial Officer of the corpo- ration. The Secretary - Treasurer shall keep at the principal office of the corporation a book of minutes of all meetings of Directors and members, with the time and place of holding, how called or autho- rized, the notice thereof given, the names of those present at Directors' meetings, the number of members present or represented at member's meetings, and the proceedings thereof. The Secretary - Treasurer shall keep and maintain adequate and correct books of account showing the receipts and disbursements of the corporation, and an account shall at all reasonable times be open to inspection by any member or Director. The Secretary - Treasurer shall deposit all moneys of the corpo- ration with such depositories as are designated by the Board of Directors, and shall disburse the funds of the corporation as may be ordered by the Board of Directors, and shall render to the Chairman or the Board of Directors, upon request, statements of the financial condition of the corporation. Section 6. SUBORDINATE OFFICERS. Subordinate officers shall perform such duties as shall be prescribed from time to time by the Board of Directors or the Chairman. ARTICLE VIII MISCELLANEOUS Section 1. EXECUTION OF DOCUMENTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent or other person shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for 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 of these by -laws, as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the members at all reasonable times during office hours. Section 3. ANNUAL REPORT. The annual report shall conform to Section 6321 of the California Nonprofit Public Benefit Corporation Law. Section 4. FISCAL YEAR. The fiscal year of the corporation shall begin May 1 and end April 30 of each year, except the first fiscal year which shall run from the date of incorporation to the date of the next year. Section 5. CONSTRUCTION AND DEFINITIONS. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained the California Nonprofit Public Benefit Corpo- ration Law shall govern the construction of these by -laws. With- out limiting the generality of the foregoing the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and term "person" includes a corporation as well as a natural person. Section 6. LIMITATIONS. The Local not participate in any SBA programs other part 108.503 -1(d) of SBA's Regulations. ARTICLE IX AMENDMENTS Development Company shall than those permitted by Section 1. POWER OF MEMBERS. flew by -laws may be adopted or these by -laws may be amended or repealed by the vote of members entitled to exercise a majority of the voting power of the corpora- tion or by the written assent or such member, or by the vote of a majority of a quorum at a meeting of members duly called for the purpose, except as otherwise provided by law or by the articles of incorporation. V Section 2. POWER OF DIRECTORS. Subject to the right of the members as provided in this Article to adopt, amend or repeal by -laws, any by -law other than a by -law or amendment thereof changing the authorized number of Directors may be adopted, amended or repealed by the Board of Directors. -8-