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
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B. STAFF ORALS
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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
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Ll
- ADDENDUM-
DATE: April 27, 1993
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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.
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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.
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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.
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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.
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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,
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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
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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.
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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.
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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
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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
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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
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f - t B 1 R 199
CITY t3,= ! , „
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Community Development Center
'
6141 2nd Street, Suite 330
Downey. California • .
P 0. Box 4430
�. �
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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
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f - t B 1 R 199
CITY t3,= ! , „
r_C c,~
January 15, 1993
•
Pi
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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
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_ 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.
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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 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.
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-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.
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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.
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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.
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