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HomeMy WebLinkAbout2009-11-10 - AGENDA REPORTS - SCVEDC (2)NEW BUSINESS DATE: SUBJECT: DEPARTMENT: Agenda Item: CITY OF SANTA CLARITA AGENDA REPORT City Manager Approval Item to be presented by November 10, 2009 6 v a7�2 Ken Pulskamp SUPPORT FOR SANTA CLARITA VALLEY ECONOMIC DEVELOPMENT CORPORATION (SCVEDC) City Manager's Office RECOMMENDED ACTION 1. City Council authorize the City Manager or his designee to negotiate and execute an agreement with the Santa Clarita Valley Economic Development Corporation (SCVEDC), subject to City Attorney approval. 2. Authorize expenditure of $50,000 from salary savings (11301-5001.001) upon execution of the agreement between the City of Santa Clarita and the SCVEDC. 3. Authorize expenditure of up to $50,000 from the Council Contingency Fund (19300-5401.001), subject to the terms of the agreement. 4. Authorize the City Manager to accept a position on the SCVEDC Board of Directors. BACKGROUND On April 28, 2009, the City Council unanimously approved the 2 ] -Point Business Plan for Progress, a broad -reaching economic development stimulus program designed to strengthen the local economy for both the short- and long-term The 21 -Point Business Plan for Progress included goals to enhance local business partnerships, encourage quality job creation in the area through business retention, expansion and attraction, bolster retail spending, and attract external dollars to the community. As part of this plan, City Council directed staff to research the possibility of forming the Santa Clarita Valley Economic Development Corporation (SCVEDC) along with key stakeholders, including the Santa Clarita Valley Chamber of Commerce, Valley Industrial Association, College of the Canyons, and other key agencies. APPROVED Following approval of the 21 -Point Business Plan for Progress, staff began researching successful Economic Development Corporations throughout California, including contacting more than 15 different cities, counties, and F,DCs to garner details about their structure, funding, and best practices. Staff has been working closely with the SCVEDC to share the research and findings. Additionally, the Santa Clarita Valley Chamber of Commerce commissioned their Economic Development Committee to compile and submit the EDC formation documentation, obtain 501 c3 status, and gain financial support for the SCVEDC. The 501 c3 documentation has been filed with the Internal Revenue Service and the corporation can begin accepting funds. Formal approval from the IRS is anticipated in the next 6 to 8 weeks. The SCVEDC office will be located within the offices of Poole and Shaffery, LLP. A copy of the SCVEDC bylaws are attached. Of those cities contacted by staff, a total of ten were identified as benchmark cities or cities that are most similar to Santa Clarita. As a result of those discussions, staff learned that the median level of support was $25,000 a year and the average annual contribution was $44,500. The table below shows the financial contribution provided by other jurisdictions. Their annual contribution amount is for FY 09/10 and includes membership dues and contractual services. Benchmark City Economic Development Corporation Annual Contribution 13W -bank Economic Alliance ol' San Fernando Valley I,os Angeles Economic Development Corporation $25,000 $5,000 Glendale Economic Alliance of San Fernando Valley Los Angeles Economic Development Corporation $25,000 $5,000 Irvine n/a n/a Lancaster Greater Antelope Valley Economic Alliance Los Angeles Economic Development Corporation $50,000 $5,000 Oxnard Economic Development Corporation of Oxnard $250,000 Palmdale Greater Antelope Valley Economic Alliance $50,000 Pasadena San Gabriel Economic Development Partnership $10,000 Simi Valley Economic Development Collaborative of Ventura County $25,000 Thousand Oaks Economic Development Collaborative of Ventura County $7,000 Ventura Economic Development Collaborative of Ventura County $77,000 At the October 13, 2009, City Council meeting, Bill Kennedy, a member of the SCVEDC Board of Directors, spoke and requested the City consider becoming a founding member of the Santa Clarita Valley Economic Development Corporation. Specifically Mr. Kennedy asked the City Council to provide financial support to the newly established organization at an amount not specified. At that time, Council directed staff to agendize the SCVEDC discussion. The SCVEDC Board of Directors currently consists of the following members: • Bill Kennedy, current Chairman of the Santa Clarita Valley Chamber of Commerce; • John Shaffery, future Chairman of the Santa Clarita Valley Chamber of Commerce; • Dianne Van Hook, Chancellor of College of the Canyons Community College; • Larry Rasmussen, owner of Spirit Holding, Inc; and IN Don Fleming, President of the Santa Clarita Valley Auto Dealers Association. City Manager Ken Pulskamp was invited to and attended the Board of Directors meeting on November 4, 2009. After the City Council meeting on October 13, two meetings between Ken Pulskamp and Mr. Kennedy occurred to discuss the mutual goals and expectations of the SCVEDC and the City of Santa Clarita's role. As a result of those discussions, staff is proposing to provide $100,000 as an initial cash investment. These funds are proposed to be provided as follows: Cash support of $50,000 upon execution of a contract outlining the the City's expectations and deliverables of the SCVEDC. Up to an additional $50,000 in a dollar for dollar match based on the level of other investment the SCVEDC is able to secure. The total cash provided to the SCVEDC will not exceed $100,000. In exchange for this one-time financial support for the start up of the SCVEDC, staff is proposing to execute an agreement with the SCVEDC requiring the SCVEDC to complete the following in FY 09/10: • Commission a labor market study to help direct business attraction and retention. • Develop a new, annual business conference in coordination with key businesses in Santa Clarita's targeted industry sectors. • Reserve at least one position on the SCVEDC Board of Directors for the City of Santa Clarita. • Hire an executive director Other deliverables may include, but are not limited to: • Administration of a community lending program; • Sports tourism outreach, marketing, and administration; • Marketing of the THINK SCV program; • Marketing of the Santa Clarita Enterprise Zone; and • Relocation outreach and assistance for industrial and commercial businesses. 1'his is not a complete list of potential projects for the SCVEDC, but gives a general idea of the types of projects the SCVEDC may engage in. As this organization is still in the formation process, much of the focus is still to be decided. The City's seat on the Board of Directors will allow the City the opportunity to prioritize these projects and be involved in goal setting and decision making. With a variety of organizations engaged in economic development activities, including the Chamber of Commerce, Valley Industrial Association, College of the Canyons, Los Angeles Economic Development Corporation, the SCVEDC, and commercial real estate developers and brokers, it is of utmost importance that all activities are complementary of each other and not duplicative. At the meetings with Mr. Kennedy, the importance of working collaboratively with 3 Santa Clarita's existing business organizations to ensure we are filling needs and not duplicating efforts was expressed. Also expressed was the critical nature of defining the SCVEDC's scope of work, specific and measurable goals, and timeline for success in order to create a blueprint for the budget and fundraising as this has proven to be a successful way of garnering financial support. One additional benefit of the SCVEDC is that College of the Canyons will see better success in securing grants that benefit the community as many funding agencies provide bonus points for communities that have an EDC. The City of Santa Clarita currently spends approximately $1.6 million per fiscal year on economic development activities, though in FY 09/10 that amount has increased as a result of the 21 -Point Business Plan for Progress. Any future investment beyond FY 09/10 will be contingent upon all terms and conditions of the initial investment being met, future City priorities, the measurable successes of the SCVEDC, and the amount of public and private capital raised to support the organization, and may include other deliverables such as a business registry and other items yet to be determined. ALTERNATIVE ACTIONS Other actions as determined by City Council. FISCAL IMPACT Upon City Council approval of the recommended action, transfer $50,000 from Economic Development Division salary savings (11301-5001 00 1) to account 11301-5161.002. Upon City Council approval of the recommended action, transfer $50,000 from the Council Contingency Fund (19300-5401.001), to account 11301-5161.002. Monies to only be paid to SCVEDC per terms of agreement as detailed above. TTACHMENTS SCVEDC Bylaws 9 BYLAWS OF SANTA CLARITA VALLEY ECONOMIC DEVELOPMENT CORPORATION A California Nonprofit Public Benefit Corporation ARTICLE I. LOCATION OF OFFICES The name of this corporation is SANTA CLARITA VALLEY ECONOMIC DEVELOPMENT CORPORATION. It is a California nonprofit public benefit corporation with principal offices at 28460 Avenue Stanford, Suite 100, Santa Clarita, California 91355 ARTICLE 11. PURPOSE This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the California Nonprofit Public Benefit Corporation Law for public and charitable purposes. The specific purpose of this corporation is to boost the economic vitality and quality of life in the Santa Clarita Valley by focusing the social, political, cultural, educational, and financial capital with a unified effort, and to engage in any other lawful activities permitted under the California Nonprofit Public Benefit Corporation Law. The recital of these purposes as contained in this paragraph is intended to be exclusive of any and all other purposes, this corporation being formed for such public and charitable purposes only. ARTICLE III MEMBERSHIP 3.1. No Members. The corporation shall have no members. Any action that would otherwise require approval by a majority of all members shall only require approval of the Board of Directors ("Board"). All rights that would otherwise vest in the members shall vest in the Board. 3 2 Associates Nothing contained in Section 3 1 of these Bylaws shall be construed to limit the right of the corporation to refer to persons associated with the corporation as "members" even though these persons are not corporate members, and no such reference in or outside of these Bylaws shall constitute anyone being a member, within the meaning of Corp. Code § 5056. The corporation may confer by amendment of its Articles or of these Bylaws some or all of the rights of a member, as set forth in the California Nonprofit Corporation Law [Corp. Code §§ 5000 et seq.], on any person or persons who do not have the right to vote for the election of Directors or on a disposition of substantially all of the assets of the corporation or on a merger or on a dissolution or on changes to the corporation's Articles or Bylaws, but no such person shall be a member within the meaning of Corp. Code § 5056 ARTICLE IV DIRECTORS 4.1. Powers. Subject to limitations of the Articles and these Bylaws and of pertinent restrictions of the California Corporations Code, all the activities and affairs of the corporation 5 shall be exercised by or under the direction of the Board of Directors. Without prejudice to these general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws: (a) to select and remove all the officers, agents and employees of the corporation, prescribe duties for them as may not be inconsistent with law, with the Articles of Incorporation, or with these Bylaws, fix the terms of their offices and their compensation, and in their discretion require from them security for faithful service; (b) to make disbursements from the fiords and properties of the corporation as are required to fulfill the purposes of this corporation as are more fully set out in the Articles of Incorporation and generally to conduct, manage, and control the activities and affairs of the corporation and to make rules and regulations not inconsistent with law, with the Articles of Incorporation, or with these Bylaws, as they may deem best; (c) to adopt, make, and use a corporate seal and to alter the form of the seal from time to time as they may deem best; (d) to borrow money and incur indebtedness for the purposes of the corporation and to execute and deliver, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities; and (e) to the extent permitted by the exempt status of the organization, to carry on a business at a profit and apply any -profit that results from the business activity to any activity in which it may legally engage. 4.2. Number of Directors. The authorized number of Directors of the corporation shall be not less than five (5) and not more than fifteen (15), with the exact number to be determined from time to time by the Directors until changed by an amendment of the Articles of Incorporation or by an amendment to these Bylaws. The number may be changed by the vote or written assent of a majority of the directors then in office 4.3. Selection and Tenure of Office. Approximately one-third (1/3) of the Directors shall be elected at each annual meeting of the Directors. Each Director shall serve for a period of three (3) years and until a successor has been elected and qualified; provided that the terms of the initial Directors shall be staggered at one (1), two (2) and three (3) years, with approximately one-third (1/3) of the initial Directors allocated to each. If any annual meeting is not held, or the Directors are not elected at that meeting, the Directors may be elected at any special meeting of Directors held for that purpose No Director shall serve more than two (2) full consecutive three (3) -year terms without a sabbatical of at least one (1) year. 4.4 Qualifications. Each Director must believe without reservation in the purposes of the organization. In addition, each Director must satisfy one of the following criteria. (a) be a resident of the Santa Clarita Valley; (b) be employed at or otherwise operates a place of business located in the Santa Clar►ta Valley; or (c) have an ownership interest in real property or a business located in the Santa Clarita Valley. 4.5 Vacancies. Subject to the provisions of Corp Code § 5226, any Director may resign effective on giving written notice to the Chair of the Board, the President, or the Secretary of the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is to take effect at some future time, a successor may be selected before that time, to take office when the resignation becomes effective. Vacancies in the Board shall be filled in the same manner as the Director or Directors whose office is vacant was selected, provided that vacancies to be filled by election by Directors may be filed by a majority of the remaining Directors, although less than a quorum, or by a sole remaining Director. Each Director so elected shall hold office until the expiration of the term of the replaced Director and until a successor has been named and qualified A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation, or removal of any Director, or if the authorized number of Directors is increased The Board may declare vacant the office of a Director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty arising under the California Nonprofit Public Benefit Corporation Law. [Corp. Code §§ 5230 et seq ] No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of the Director's term of office. 4.6. Removal of Directors. A Director may be removed from office if any of the following has been found to have occurred: (a) the Director misses two (2) or more consecutive board meetings or three (3) meetings in a calendar year without cause, (b) the Director becomes physically incapacitated or his or her inability to serve is established in the minds of a majority of the Board; (c) a conflict of interest is found to exist between the Director and the corporation; (d) the Director is found to have engaged in activities that are directly contrary to the interests of the corporation, or (e) the Director is found to be engaged in the misrepresentation of the corporation and its policies to outside third parties, either willfully, or on a repeated basis. (f) A majority of Directors who meet the qualifications set forth in Section 4.4 determine that the Director has not continued to meet these qualifications. Before any removal occurs, the Director will be advised of the allegation and the basis for the allegation, and will be given an opportunity to present to the Board any contrary evidence, or explanation he or she may have. Removal must be by a majority vote of all the Directors. 4.7 Place of Meetings. Notwithstanding anything to the contrary provided in these Bylaws, any meeting (whether regular, special or adjourned) of the Board of Directors of the corporation -3- may be held at any place within or without the State of California that has been designated for that purpose by resolution of the Board of Directors or by the written consent of all the members of the Board. 4.8. Regular Meetings. Regular meetings of the Board shall be held without call or notice on the first Tuesday of each month, at 7.30 a.m. local time, at the offices of the corporation unless otherwise modified by the Board; provided, however, should this day fall on a Saturday, Sunday, or holiday observed by the corporation, then the meeting shall be held at the same time on the next day thereafter ensuing that is a full business day. 4.9 Special Meetings. Special meetings of the Board of Directors may be called at any time by order of the Chair of the Board, of the President, of any Vice President, of the Secretary, or of two or more of the Directors 4.10. Notice of Special Meetings. Special meetings of the Board shall be held on 4 days notice by first class mail or a 48-hour notice given personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means. Any notice shall be addressed or delivered to each Director or at the Director's address as it is shown on the records of the corporation or as may have been given to the corporation by the Director for the purpose of notice or, if the address is not shown on the records or is not readily ascertainable, then at the place at which the meetings of the Directors are regularly held. 4.11. Quorum. Except as otherwise provided in these Bylaws, a majority of the authorized number of Directors shall constitute a quorum except when a vacancy or vacancies prevents this majority, whereupon a majority of the Directors in office shall constitute a quorum, provided such majority shall constitute either one third of the authorized number of Directors or at least two Directors, whichever is larger, or unless the authorized number of Directors is only one. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Except as the Articles of Incorporation, these Bylaws and the California Nonprofit Public Benefit Corporation Law may provide, the act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be the act of the Board of Directors 4.12. Participation in Meetings by Conference Telephone and Electronic Means Members of the Board may participate in a meeting through use of conference telephone, electronic video screen communications, or electronic transmission by and to the corporation; and all such directors shall be deemed to be present in person at the meeting so long as all members participating in the meeting can communicate with all of the other members concurrently, each member is provided the means of participating in all matters before the board, including the capacity to propose, or to interpose an objection, to a specific action to be taken, and the corporation adopts and implements some means of verifying that the person communicating by telephone, electronic video screen, or electronic transmission by and to the corporation is a director entitled to participate in the board meeting, and that all statements, questions, actions, or votes were made by that director and not by another person not permitted to participate as a director. 0 4.13. Waiver of Notice. Notice of a meeting need not be given to any Director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes of the meeting, whether before or after the meeting, or who attends the meeting without protesting, prior to the meeting or at its commencement, the lack of notice. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. 4.14. Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any Directors' meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment. 4.15. Action Without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board individually or collectively consents in writing to the action. The consent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of proceedings of the Board. 4:16. Rights of Inspection. Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind, and to inspect the physical properties of the corporation of which the person is a Director, for a purpose reasonably related to that person's interest as a Director. 4.17 Official Board Committees. Committees of the Board may be appointed by resolution passed by a majority of the whole Board. Committees shall be composed of two or more members of the Board, and shall have the powers of the Board as may be expressly delegated to it by resolution of the Board of Directors, except with respect to. (a) the approval of any action for which the California Nonprofit Public Benefit Corporation Law also requires members' approval (must be approved by the Board as a whole); (b) the filling of vacancies on the Board or on any committee; (c) the fixing of compensation of the Directors for serving on the Board or on any committee; (d) the amendment or repeal of Bylaws or the adoption of new Bylaws; (e) the amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable; (0 the appointment of other committees of the Board or the members thereof, (g) the expenditure of corporate finds to support a nominee for Director after there are more people nominated for Director than can be elected; or 572 (h) the approval of any self-dealing transaction, as these transactions are defined in Corp Code § 5233. Any committee may be designated an Executive Committee or by another name as the Board shall specify. The Board shall have the power to prescribe the manner in which proceedings of any committee shall be conducted. In the absence of any prescription, the committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or committee shall otherwise provide, the regular and special meetings and other actions of any committee shall be governed by the provision of this Article applicable to meetings and actions of the Board Minutes shall be kept of each meeting of each committee. 4.18. Fees and Compensation. Directors (as such) shall not receive compensation for their services as Directors. Directors may receive a reasonable allowance for personal services actually rendered pursuant to resolution passed by a majority vote at a regular or special meeting of the Board; and reimbursement for expenses as may be fixed or determined by the Board. Not more than forty-nine percent (49%) of the Directors may serve the organization in some other capacity for which compensation is paid. ARTICLE V. OFFICERS 5 1 Officers The officers of the corporation shall be a Chair of the Board or a President or both, a Secretary, and a Chief Financial Officer. The corporation may also have, at the discretion of the Board of Directors, one or more Vice Presidents, one or more Assistant Secretaries and such other officers as may be appointed in accordance with the provisions of Section 5.3 of this Article. One person may hold two or more offices, except that neither the Secretary nor the Chief Financial Officer may serve concurrently as the President or the Chair of the Board. 5.2. Election. The officers of the corporation, except those officers as may be appointed in accordance with the provisions of Section 5.3 or Section 5.5 of this Article, shall be chosen annually by, and shall serve at the pleasure of, the Board of Directors, subject to the rights, if any, of an officer under any contract of employment. Each officer shall hold his or her office until he or she resigns, is removed, or becomes otherwise disqualified to serve, or until his or her successor is elected and qualified. 5.3. Subordinate Officers. The Board of Directors may appoint, and may empower the President to appoint, other officers as the business of the corporation may require, each of whom shall hold office for the period, have the authority, and perform those duties as are provided in the Bylaws or as the Board of Directors may from time to time determine. 5.4. Removal and Resignation. Any officer may be removed, either with or without cause, by a majority of the Directors at the time in office, at any regular or special meeting of the Board, or except in case of an officer chosen by the Board of Directors, by any officer on whom the power of removal may be conferred by the Board of Directors. Any officer may resign at any time, without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party, by giving written notice to the Board of Directors, or to the President, or to the Secretary of the corporation. Any resignation shall take M I0 effect at the date of the receipt of the notice or at any later time specified in the notice; and, unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective. 5.5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in the Bylaws for regular election or appointment to that office, provided that the vacancies shall be filled as they occur and not on an annual basis. 5.6. Inability to Act. In the case of absence or inability to act of any officer of the corporation and of any person authorized by these Bylaws to act in his or her place, the Board of Directors may from time to time delegate the powers or duties of the officer to any other officer, or any director or other person whom the Board may select. 5 7. Chair of the Board. The Chair of the Board, if there shall be such an Officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform those other powers and duties as may be from time to time assigned to him or her by the Board of Directors or prescribed by the Bylaws If the corporation does not have a President, then the Chair shall also have the powers otherwise given to the President. 5.8. President Subject to that supervisory powers, if any, as may be given by the Board of Directors to the Chair of the Board, if there be such an Officer, the President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the activities and Officers of the corporation In the absence of the Chair of the Board, or if there is none, the President shall preside at all meetings of the Board of Directors. The President' shall be ex -officio a member of all the standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of a President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws 5 9. Vice President. In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice Presidents shall have other powers and perform other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws. 5 10. Secretary. The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or other place as the Board of Directors may order, of all meetings of the Board and its committees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice of the meeting given, the names of those present at the Board and committees' meetings, and the proceedings of the meetings The Secretary shall keep, or cause to be kept, at the principal office in the State of California and the original and a copy of the corporation's Articles and Bylaws, as amended to date. The Secretary shall give, or cause to be given, notice of all meetings of the Board and any committees of the Board required by these Bylaws or by law to be given, shall keep the seal of Ire the corporation in safe custody, and shall have other powers and perform other duties as prescribed by the Board. 5.11. Treasurer and Chief Financial Officer. The Treasurer shall be the Chief Financial Officer of the corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation. The books of account shall at all reasonable times be open to inspection by any Director. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation with depositories designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and the Directors, whenever they request it, an account of all of his or her transactions and of the financial condition of the corporation, and shall have other powers and perform other duties as may be prescribed by the Board of Directors. 5.12. Assistant Treasurer. At the request of the Treasurer, or in his or her absence or disability, the Assistant Treasurer shall perform all the duties of the Treasurer, and when so acting, shall have all the powers of, and be subject to all the restrictions on, the Treasurer. 5 13 Salaries. The salaries of the Officers shall be fixed from time to time by the Board of Directors and no Officer shall be prevented from receiving this salary because the Officer is also a Director of the corporation. ARTICLE VI. OTHER PROVISIONS 6.1. Endorsement of Documents; Contracts. Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, conveyance, or other instrument in writing, and any assignment or endorsement thereof, executed or entered into between this corporation and any other person, when signed by any one of the Chair of the Board, the President or any Vice President, and any Secretary, Assistant Secretary, the Treasurer or any Assistant Treasurer of this corporation shall be valid and binding on this corporation in the absence of actual knowledge on the part of the other person that the signing Officers had no authority to execute the same. The Board of Directors, except as otherwise provided in the Bylaws, 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. This authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, and except as provided in this Section, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purpose or to any amount. 6.2. Representation of Shares of Other Corporations The President or any other officer or officers authorized by the Board or the President are each authorized to vote, represent, and exercise on behalf of the corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the corporation. The authority in this section ME i� may be exercised either by any officer in person or by any other person authorized to do so in proxy or power of attorney duly executed by the officer. 6.3 Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the General Provisions of the California Nonprofit Corporation Law [Corp Code §§ 5000 et seq.] and in the California Nonprofit Public Benefit Corporation Law [Corp. Code §§ 5110 et seq ] shall govern the construction of these Bylaws. 6.4. Amendments. These Bylaws may be amended or repealed in whole or in part, and new Bylaws adopted by the Board of Directors. 6.5. Record of Amendments. Whenever an amendment or new Bylaw is adopted, it shall be copied in the Book of Minutes with the original Bylaws, in the appropriate place. If any Bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in the Book ARTICLE VII. INDEMNIFICATION OF AGENTS OF THE CORPORATION 7.1. Definitions. For purposes of this section, "agent" means any person who is or was a Director, Officer, employee, or other agent of this corporation, or is or was serving at the request of this corporation as a Director, Officer, employee, or agent of another foreign or domestic corporation, partnership, point venture, trust, or other enterprise, or was a Director, Officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of this corporation or of another enterprise at the request of the predecessor corporation, "proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and "expenses" includes, without limitation, attorney fees and any expenses of establishing a right to indemnification under Section 7.4 or 7.5(c) of this Article. 7.2. Indemnification in Actions by Third Parties. This corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party to any proceeding (other than an action by or in the right of this corporation to procure judgment in its favor, an action brought under Corp. Code § 5233, or an action brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust) because that person is or was an agent of this corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding if the person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of this corporation or that the person had reasonable cause to believe that the person's conduct was Unlawful. 9 �3 7 3. Indemnification in Actions by or in the Right of the Corporation. This corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of this corporation or brought under Corp. Code § 5233, or an action brought by the Attorney General or a person granted relator status by the Attorney General for breach of duty relating to assets held in charitable trust, to procure a judgment in its favor because that person is or was an agent of this corporation, against expenses actually and reasonably incurred by the person in connection with the defense or settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interests of this corporation and with the care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 7.3- (a) in respect of any claim, issue, or matter as to which the person shall have been adjudged to be liable to this corporation in the performance of the person's duty to this corporation, unless and only to the extent that the court in which the proceeding is or was pending shall determine on application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses which the court shall determine; (b) of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval, or (c) of expenses incurred in defending a threatened or pending action that is settled or otherwise disposed of without court approval, unless it is settled with the approval of the Attorney General 7.4. Indemnification Against Expenses. To the extent that an agent of this corporation has been successful on the merits in defense of any proceeding referred to in Section 7.2 or 7 3 of this Article in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith. 7 5 Required Indemnification. Except as provided in Section 7.4 of this Article, indemnification under this Article shall be made by this corporation only if authorized in the specific case, on a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 7.2 or 7.3, by: (a) a majority vote of a quorum consisting of Directors who are not parties to the proceeding; or (b) the court in which the proceeding is or was pending, on application made by this corporation or the agent, attorney or other person rendering services in connection with the defense, whether or not the application by the agent, attorney, or other person is opposed by this corporation 76 Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by this corporation prior to the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article. M 1`� 7.7. Other Indemnification. No provision made by the corporation to indemnify its or its subsidiary's Directors or Officers for the defense of any proceeding, whether contained in the Articles, Bylaws, a resolution of Directors, an agreement or otherwise, shall be valid unless consistent with this Article. Nothing contained in this Article shall affect any right to indemnification to which persons other than the Directors and Officers may be entitled by contract or otherwise. 7 8. Forms of Indemnification Not Permitted No indemnification or advance shall be made under this Article, except as provided in Sections 7 4 or 7.5(c) in any circumstances where it appears. (a) that it would be inconsistent with a provision of the Articles of Incorporation, these Bylaws, a resolution of the Directors or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (b) that it would be inconsistent with any condition expressly imposed by a court in approving a settlement 79. Insurance The corporation shall have the power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in the capacity as an agent or arising out of the agent's status as an agent whether or not the corporation would have the power to indemnify the agent against the liability under the provisions of this Article; provided, however, that this corporation shall have no power to purchase and maintain insurance to indemnify any agent of the corporation for a violation of Corp. Code § 5233. 7 10 Nonapplicability to Fiduciaries of Employee Benefit Plans. This Article does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in the person's capacity as such, even though the person may also be an agent of the corporation as defined in Section 7.1 of this Article. The corporation shall have power to indemnify the trustee, investment manager or other fiduciary to the extent permitted by Corp. Code § 207(f). ARTICLE VIII. RECEIPT, INVESTMENT, AND DISBURSEMENT OF FUNDS 8.1. The corporation shall receive all monies, other properties, or both monies and properties, transferred to it for the purposes for which the corporation was formed (as shown by the Articles of Incorporation) However, nothing contained herein shall require the Board of Directors to accept or receive any money or property of any kind if it shall determine in its discretion that receipt of the money or property is contrary to the expressed purposes of the corporation as shown by these,Articles. 8.2 The corporation shall hold, manage, and disburse any funds or properties received by it from any source in a manner that is consistent with the expressed purposes of this corporation. 15 8 3. No disbursement of corporation money or property shall be made until it is first approved by the President, Treasurer, or the Directors of the corporation However, the Directors shall have the authority to appropriate specific sums to fulfill the objects and purposes for which the corporation was formed and to direct the officers of the corporation from time to time to make disbursements to implement the appropriations. 8.4. All checks, drafts, demands for money and notes of the corporation, and all written contracts of the corporation shall be signed by the officer or officers, agent or agents, as the Board of Directors may from time to time by resolution designate. ARTICLE IX. CORPORATE RECORDS AND REPORTS 9.1. Records. The corporation shall maintain adequate and correct accounts, books and records of its business and properties. All these books, records, and accounts shall be kept at its principal place of business in the State of California, as fixed by the Board of Directors from time to time. 9.2. Inspection of Books and Records. Every Director shall have the absolute right at any reasonable time to inspect all books, records, documents of every kind, and the physical properties of the corporation, and also of its subsidiary organizations, if any. 9.3 Certification and Inspection of Bylaws The original or a copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, shall be open to inspection by the Directors of the corporation at all reasonable times during office hours. ARTICLE X DISSOLUTION On dissolution of this corporation, the Board of Directors shall cause the assets herein to be distributed to another corporation with purposes similar to that identified in the Articles of Incorporation, and Article 2 of these Bylaws. -12- l� CERTIFICATE OF SECRETARY I, the undersigned, being the Secretary of SANTA CLARITA VALLEY ECONOMIC DEVELOPMENT CORPORATION, hereby certify that the above Bylaws consisting of twelve (12) pages were adopted as the Bylaws of this corporation pursuant to the unanimous vote of the Directors in a regularly called meeting, effective , 2009. These Bylaws are, as of the date of this certification, the duly adopted and existing Bylaws of this corporation. IN WITNESS WHEREOF, I have set my hand this day of , 2009 [Name of secretary] 17