HomeMy WebLinkAboutBOLSA CHICA CONSERVANCY - Articles of Incorporation By Laws 1655425
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v California
OFFICE OF THE SECRETARY OF STATE
CORPORATION DIVISION
I, MARCH FONG E U, Secretary of State of the
State of California, hereby certify:
That the annexed transcript has been compared with
the corporate record on f ile in this of f ice, of which it
t
purports to be a copy, and that same is full, true and
correct.
IN WITNESS WHEREOF, I execute
this certificate and affix the Great
Seal of the State of California this
JAN 2 1990
* s
x d.,
" �-
a O Secretary of State
Ur J
- q
C L:.1 _FORNP
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1 SEC/STATE FORM CE-107 I'_" 86 40888
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1655425
ARTICLES OF INCORPORATION
OF Li Gia officoo of tho feD
of ft Stato cf Ce;i:oma Y of State
THE BOLSA CHICA CONSERVANCY
'DEC 2 9 1989
ARTICLE I
MARCH FONG Eu secretary of Stara
The name of this Corporation is THE BOLSA CHICA CONSERVANCY.
ARTICLE II
A. This organization is a nonprofit public benefit corporation
and is not organized for the private gain of any person. It is
organized under the Nonprofit Public Benefit Corporation Law for
charitable purposes.
I
B. The Specific purposes for which this corporation is organized
include, but are not limited to the preservation, restoration and
enhancement of Bolsa Chica for scientific, historic, educational,
ecological, recreational, wetlands, scenic and open space
opportunities.
ARTICLE III
The name and address in this State of California of this
Corporation ' s initial agent for service of process is:
Lucetta Dunn, Esq.
Signal Landmark, Inc.
17890 Skypark Circle
Irvine, California 92714
121989 -1- 108909-04
ARTICLE IV
A. The corporation is organized and operated exclusively for
charitable purposes within the meaning of Section 501(c) (3) of
the Internal Revenue Code.
B. Notwithstanding any other provision of these Articles, the
corporation shall not carry on any other activities not permitted
to be carried on (1) by a corporation exempt from federal income
tax under Section 501(c) (3) of the Internal Revenue Code or (2)
by a corporation contributions to which are deductible under
Section 170(c) (2) of said Code, or the corresponding provisions
of any future statute of the United States.
C. No substantial part of the activities of this corporation
shall consist of carrying on propaganda or otherwise attempting
to influence legislation; nor shall the corporation participate
or intervene in any political campaign (including the publishing
or distribution of statements) on behalf of any candidate for
public office.
ARTICLE V
A. The property of this Corporation is irrevocably dedicated to
charitable purposes and no part of the net income or assets of
the corporation shall ever inure to the benefit of any director ,
E;
121989 -2- 108909-04
trustee, member or officer of this corporation, or to any private
person.
B. Upon the dissolution or winding up of the corporation, any
assets remaining after payment of, or provision for payment of,
all debts and liabilities shall be distributed to a governmental
entity described ' in Section 170(b) (1) (A) (v) of the Internal
Revenue Code, or to a nonprofit fund, foundation, or corporation
which is organized and operated exclusively for charitable
purposes, which has established its tax exempt status under
Section 501(c) (3) of the Internal Revenue Code, and which is
qualified to receive "qualified conservation contributions"
within the meaning of Section 170(h) of said Code, or the
corresponding provisions of any future statute of the United
States.
C. In the event of a liquidation of this corporation, all
corporate assets shall be disposed of in such a manner as may be
directed by decree of the superior court for the county in which
the corporation has its principal office, on petition therefor by
the Attorney General or by any person concerned in the
dissolution, in a proceeding to which the Attorney General is a
party.
Dated: khttft� ZO 19�1
ucet a Dunn, Incorporator
121989 -3- 108909-04
FCITY� �IE4 OF HUNTINGTON BEACH
INTER-DEPARTMENT COMM NICA ION
HUNTINGTON BEACH
To City Clerks's Office o J James W. Palin
Deputy City Admin.
Subject BC Conservancy Date November 14, 1989
Articles of Incorporation
The attached Articles of Incorporation is only a copy and it cannot be signed in
counterparts. Once State Lands Commission has approved the articles, Lucy Dunn of
Signal Landmark will route the original articles to me for signature which I hope will be
soon.
JWP:lp
1
REQUEST FOR CITY COUNCIL ACTION
Date November 6, 1989
Submitted to: Honorable Mayor and City Council Members
Submitted by: Paul E. Cook, City Administrator l ?a Q°
Prepared by: James W. Palin, Deputy City Administrator APPROVED BY.CITY COUANCii.
Subject: BOLSA CHICA CONSERVANCY
PIT.`f.,,
Consistent with Council Policy? [Xl Yes ( ] New Policy or Exception
Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments: .
c�IG�l�i2c�yL
STATEMENT OF ISSUE:
Articles of Incorporation to form a Bolsa Chica Conservancy have been drafted by
Lucetta Dunn of Signal Landmark, Inc. in consultation with State Conservancy and Amigos
de Bolsa Chica to establish a local group (organization) to raise funds for Wetlands
restoration and enhancement and to establish educational and scenic opportunities in the
Bolsa Chica area.
RECOMMENDATION:
1. Approve the City to be a member of the Bolsa Chica Conservancy and authorize the
Mayor to sign the Articles of Incorporation.
2. Appoint a Council person to serve on the initial Board of Directors of the
Conservancy.
ANALYSIS:
During the planning efforts by the Bolsa Chica Planning Coalition, the Amigos de Bolsa
Chica requested that a Local Conservancy be established to oversee the wetlands
restoration and to conduct maintenance activities as well as educational programs for the
Bolsa Chica area. However, as some of the areas may be restored through the use of
Public Trust Monies from the Ports of Long Beach and Los Angeles, it is necessary that
the ownership of the real property be vested with the State Lands Commission as Public
Trust Property to allow those monies to be spent.
The discussion then centered around a conservancy type organization that could raise
revenue as well as be a recipient of trust or grant monies for restoration and enhancement
activites as well as conducting and advising on maintenance and educational programs.
This Bolsa Chica Conservancy was included in the back-up information provided to the
City Council on June 5, 1989 at the time the City Council supported the Alternative Land
Use Plan for the Bolsa Chica as Component D, Page F 2-12 of the June 5, 1989 Council
packet (attached herewith as reference materials). Since that time the State
Conservancy, the Amigos de Bolsa Chica, and Signal Landmark have been meeting and
discussing Articles of Incorporation to form this conservancy as well as establishing draft
by-laws for the first Board of Directors of the Bolsa Chica Conservancy. It is also of
neutral benefit to all parties of this organization to have the City, as a member of the
Board, as the area will be annexed into the City of Huntington Beach and will directly
benefit our local citizens as well as having a voice in the operation of a major amenity .0
within the region.
RCA - BC Conservancy
Page 2
ALTERNATIVE ACTION:
Do not authorize City participation in being a member of the Coalition and request that
the other Coalition members restructure the Articles of Incorporation.
FUNDING SOURCE:
N/A
ATTACHMENTS:
1. Articles of Incorporation
2. Alternative LUP - Component D
3. By-Laws for Bolsa Chica Conservancy
JWP:lp
5287h
ARTICLES OF INCORPORATION
OF
BOLSA CHICA CONSERVANCY
ARTICLE I
The name of this Corporation is: BOLSA CHICA CONSERVANCY
ARTICLE II
A. This organization is a nonprofit public benefit corporation
and is not organized for the private gain of any person. It is
organized under the Nonprofit Public Benefit Corporation Law for
charitable purposes.
B. The Specific purpose for which this corporation is organized
include, but are not limited to the preservation, restoration and
enhancement of Bolsa Chica for scientific, historic, educational,
ecological, recreational, wetlands, scenic and open space
opportunities.
ARTICLE III
The name and address in this State of California of this
Corporation's initial agent for service of process is:
Lucetta Dunn, Esq.
Signal Landmark, Inc.
17890 Skypark Circle
Irvine, California 92714
092789 -1- 108909-04
ARTICLE IV
A. The corporation is organized and operated exclusively for
charitable purposes within the meaning of Section 501(c) ( 3) of
the Internal Revenue Code.
B. Notwithstanding any other provision of these Articles, the
corporation shall not carry on any other activities not permitted
to be carried on (1) by a corporation exempt from federal- income
tax under Section 501(c) ( 3) of the Internal Revenue Code or ( 2)
by a corporation contributions to which are deductible under
Section 170(c) ( 2) of said Code, or the corresponding provisions
of any future statute of the United States.
C. No substantial part of the activities of this corporation
shall consist of carrying on propaganda or otherwise attempting
to influence legislation; nor shall the corporation participate
or intervene in any political campaign ( including the publishing
or distribution of statements) on behalf of any candidate for
public office.
ARTICLE V
A. The names and address of the persons designated to ac as the
initial Board of Directors of this corporation are:
092789 -2- 108909-04
ARTICLE VI
A. The property of this Corporation is irrevocably dedicated to
charitable purposes and no part of the net income or assets of
the corporation shall ever inure to the benefit of any director,
trustee, member or officer of this corporation, or to any private
person.
B. Upon the dissolution or winding up of the corporation, any
assets remaining after payment of, or provision for payment of,
all debts and liabilities shall be distributed to a governmental
entity described in Section 170(b) (1) (A) (v) of the Internal
Revenue Code, or to a nonprofit fund, foundation, or corporation
which is organized and operated exclusively for charitable
purposes, which has established its tax exempt status under
Section 501(c) (3) of the Internal Revenue Code, and which is
qualified to receive "qualified conservation contributions" )
within the meaning of Section 170(h) of said Code, or the
corresponding provisions of any future statute of the United
States.
C. In the event of a liquidation of this corporation, all
corporate assets shall be disposed of in such a manner as may be
directed by decree of the superior court for the county in which
the corporation has its principal office, on petition therefor by
the Attorney General or by any person concerned in the
092789 -3- 108909-04
dissolution, in a proceeding to which the Attorney General is a
party.
IN WITNESS WHEREOF, the undersigned, being the Incorporators of
BOLSA CHICA CONSERVANCY and the initial directors named in these
Articles of Incorporation on t/3 1989.
ATTEST:
Mayor
City Clerk
APPROVED AS TO FORM :
ity Attorney/M
DECLARATION
We are the persons whose names are subscribed below. We
collectively are all of the incorporators of BOLSA CHICA
CONSERVANCY and all of the initial directors named in the
Articles of Incorporation, and we have executed these Articles of
Incorporation. The foregoing Articles of Incorporation are out
act and deed, joint and severally.
Executed on 1989, at , California.
092789 -4- 108909-04
COMPONENT D
Wetlands Restoration Plan and Implementation Program
A comprehensive Wetlands Restoration Plan and Implementation Program for the entire Bolsa Chica
area will be developed as part of the Local Coastal Program. It will provide for wetlands, ESHAs,
and open space areas, and will indicate 1) the type and extent of various habitats; 2) phasing of
wetlands restoration as petroleum production diminishes; 3) funding sources; 4) ownership and'
management of restored areas;and 5) regulatory requirements for plan implementation.
The 1986 Certified Local Coastal Program/Land Use Plan (LCP/LUP) Policies, or where not directly
applicable,concepts,will apply to the Wetlands Restoration Plan.
The Wetlands Restoration Plan will also determine whether additional non-navigable sources of
ocean water are needed to accommodate the habitat to be restored, and if so, how to design and
provide for them.
This plan will also delineate areas to be available for mitigation. Areas at Bolsa Chica may be
available for restoration as mitigation of other off-site development projects beyond those required
for development at Bolsa Chica, subject to property owners' receipt of fair market value or other
equitable compensation.
A. Bolsa Chica Conservancy.
1. A Conservancy will be formed to monitor the restoration effort at Bolsa Chica, to establish an
educational/administrative facility, and will be managed by a board of directors.
2. Local citizens, governmental representatives and the landowner will constitute the members on
the Conservancy's board of directors.
3. The State Coastal Conservancy will be requested to assist in the formation of such a
Conservancy.
B. The Bolsa Chica Planning Coalition requests that the following policies be considered in the
future LUP/LCP planning process for the Bolsa Chica Wetlands/ESHAs Restoration Program:
1. Fish and wildlife values encompassed within the Bolsa Chica planning area shall be enhanced
through expansion of wetland acreage to acres, and through restoration and enhancement
programs.
2. acres of wetlands shall be preserved, restored, and maintained as high quality, fully
functioning wetlands within the Bolsa Chica Study Area.
3. The Wetlands/ESHAs Restoration Plan shall provide for:
a. Establishment of a minimum of 1000 acres of high quality, fully functioning wetlands
providing high biological productivity and habitat diversity.
b. Restoration of a number of acres of ESHAs to be determined by Department of Fish and
Game.
I�'1�
c. Design consistent with low capital and operation costs.
d. Whenever possible, and consistent with restoration and resource protection needs, mutual
compatibility of public and private development, including present and future oil operations,
with wetlands restoration.
e. High predictability of success and establishment of criteria for evaluating success of wetland
and ESHA restoration.
f. Protection and/or restoration of endangered species habitat.
g. Assurance of water of sufficient quality and quantity to provide for high productivity.
h. Protection of the wetlands from any significant adverse impacts emanating from urban areas.
i. Linear Regional Park shall provide for the establishment and protection of some but not all
ESHAs while accommodating public recreational values and uses. It is the desire of all that
ESHAs remain in place but where they may be required to be relocated in conjunction with the
Linear Park, they shall generally be restricted to the slope face of the Huntington Beach Bluff
and that the Huntington Beach Mesa top be set aside for park facilities. Department of Fish
and Game shall have final approval of this provision.
j. Compensation of fish and wildlife habitats in the form of replacement which duplicates or
surpasses those lost.
k. Phasing of wetlands, urban development and oil operations.
I. Identification of funding source(s) for restoration, operation, maintenance and a monitoring
program.
in. Wetland and ESHA buffer elements to protect wetland habitat and be of adequate width
and character to reduce disturbance factors from adjacent urban development, as specified by
Department of Fish and Game.
n. Educational opportunities and scientific research where feasible.
o. Identification of the agency or organization that will take title to all land designated
wetland/ESHA/open space.
4. To the maximum extent feasible, oil facilities shall be sited so as not to conflict with restoration,
and oil production shall be managed to protect biological resources.
5. Wetlands and ESHAs shall be protected from intrusion by feral/domestic animals.
6. Wetlands restoration shall proceed as expeditiously as possible.
7. Urban construction and wetland restoration activities shall be conducted so as to minimize
adverse impacts to existing wildlife resources and any unavoidable adverse impact shall be
mitigated to levels of insignificance.
,13
8. The following general policies shall provide the framework for interpreting the Land Use Plan:
a. Where policies within the Land Use Plan overlap, the policy which is the most protective of
coastal resources and consistent with Policies 1 through_shall take precedence.
b. Where there are conflicts between the policies set forth in the Land Use Plan and those set
forth in any element of the County's General Plan,existing ordinances, or other County regional
plans, the policies of this Land Use Plan shall take precedence.
c. In the event of any ambiguities or silence of the LUP not resolved by a.or b., above, or other
LUP provisions,the policies of the Coastal Act shall guide interpretation of this LCP.
9. Wetlands Phasing Policies
a. No urban development as proposed in the LUP shall occur in the Bolsa Chica LCP segment
area prior to Coastal Commission concurrence with the Wetland Restoration Plan. The
relationship of urban development and wetlands restoration, including the relationship of mesa
activities and lowland activities, shall be clearly identified in the Wetland Restoration Plan.
b. No portion of the habitat of any endangered species shall be disturbed for development until
an equivalent area of high quality, fully functioning habitat has been established-and its.
maintenance assured. Prior to the development of high pickleweed saltmarsh, high pickleweed
saltmarsh of equivalent quality shall be created, or existing high pickleweed saltmarsh shall be
enhanced so that no reduction in carrying capacity for the Belding's Savannah sparrow shall
result from permitted development. Additionally, and consistent with the wetland design
criteria established by Habitat Conservation Plan, the area of high pickleweed saltmarsh shall
not be less than 200 acres at any time.
c. Development shall be permitted only after the Wetlands Restoration Plan has been reviewed
and approved by the County and Coastal Commission and all other applicable restoration plan
policies have been met. Urban lowland development cannot be completed until all mitigation
requirements for such development are completed in accordance with Policy 9.h.
d. The Wetland Restoration Programs shall provide a system for "Banking" credit accumulated
for any amount of restoration completed by either public or private agencies. This system shall
also provide that development which. utilizes credit for restoration accomplished by the
Department of Fish and Game, and shall reimburse the Department of Fish and Game for the
costs of that restoration.
e. Where wetlands acreage above 852 acres is to be restored but land within the designated
wetlands restoration areas is unavailable, due to oil operations for example, interim on- or off-
site restoration may be accomplished with the former being of higher priority. If interim off-site
restoration is chosen, it shall be completed only if:
(1) two acres shall be restored for each acre lost;
(2) at the earliest feasible opportunity, but in no case later that the final phase of
development, the restoration shall be completed on-site; and,
(3) upon replacement of interim off-site restored wetlands with the required on-site
restored wetlands, said interim off-site wetlands shall be permanently maintained and
protected.
� � t
f. Prior to the initiation of any development which results in adverse impacts to ESHAs
identified by the Department of Fish and Game in its report,"Environmentally Sensitive Habitat
Areas at Bolsa Chica", ESHAs of equivalent size, character, and quality as determined by DFG
shall be created and functioning so that at least 86.8 acres of ESHA shall be protected in
perpetuity, and so that at not time during the phasing of development shall there be less than
86.8 acres of ESHA within the LCP Study Area. The 86.8 acres of ESHA shall be composed of
those elements and respective acreages determined by the Department of Fish and Game in its
report to the Commission entitled"Environmentally Sensitive Habitat Areas at Bolsa Chica".
g. Bolsa Chica has been planned as a single, integrated habitat conservation plan to restore,
permanently protect, and maintain the wetland system,while allowing development in the Study
Area. Title to all lands designated for wetlands or ESHAs shall be conveyed to a state or
federal agency or organization capable of protection and/or enhancement of fish, wildlife and
other environmental values identified on the Wetlands/Eshas Restoration Plan, and approved
by the County Board of Supervisors and Coastal Commission Executive Director. Prior to the
issuance of any grading or building permit for the Mesa area, the permit applicants shall:
(1) Convey to the approved agency or organization a legal or equitable interest in those
lands under the applicants ownership that are designated on the Land Use Plan for
wetland and ESHA areas.
The interest shall be, at a minimum, the same number of acres shown on the Land
Use Plan for residential development owned by the applicant in the lowlands.
(2) For any land which a legal or equitable interest has not been conveyed pursuant to (1)
above, the landowners may:
(1) Place all or a portion of such lands in a private trust for wetlands restoration
purposes;
(ii) Convey to the approved agency or other organization a conservation easement for
the wetlands restoration purposes.
(iii) Sell all or a portion of such lands for the purpose of wetland mitigation providing
such buyers agree to convey said property to the approved agency or organization
above, in accordance with the terms of the Wetlands Restoration
Plan/Implementation Program.
h. Prior to issuance of grading or building permit for development in the lowlands, developer
will restore an area no less than equal in size to the area for which the building or grading
permit is being obtained.
The rate and amount of wetland acreage to be restored in mitigation of urban development in
the lowlands at Bolsa Chica shall be established through the LCP/LUP planning process
(including Department of Fish and Game) and Corps of Engineers Section 404 permitting
process.
Restoration of wetlands acreage by others (including Ports of Los Angeles/Long Beach) at
Bolsa Chica shall be specifically detailed in the Wetlands Restoration Plan/Implementation
Program in accordance with Policy 3 above. (Those details will include, but not be limited to,
timing, phasing, target dates for completion, ratio of restoration for mitigation requirements or
"credits", type and habitat, supervision and administration, maintenance and continuing
operation of Wetlands.)
�lS
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At completion of restoration activities by the landowner, fee title to that restored parcel shall be
conveyed to the approved agency if it has not been previously conveyed.
IT
BYLAWS
OF
BOLSA CHICA CONSERVANCY,
A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION
BOLSA CHICA CONSERVANCY
BYLAWS
TABLE OF CONTENTS
ARTICLEI. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.1 Name. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1.2 Purposes. . . . . o . . . . . . o . o . o . . . . . . . . . . . . . . . . . . . o . . . . . . . .1
1.3 Limitations. . . . . . . . . . . . . . . . . oo . . . . o . . . . . . . o . . . . . oo . . .2
1.4 Principal office. . . . . . . . . . . . oo . . . o . . . . . . . . — oo . . . . . . .2
ARTICLEII. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
ARTICLEIII. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-. . . . . . . . .2
3.1 Powers. . . . . . . . oo . . . . . oo . . . . — . . . . . . . . . . . oo . o . . . . . —2
3.2 Number of Directors. . . . . . . o . . . . . o . . . . . . . . . . eo —oo . . . .3
3.3 Selection and Term of Office of Directors. . . . . . . . . . . .3
A. Term. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
B. Selection. . . . . . . . . . . . . . . . — o . o . . . oo . . . . . . . . . . . A
Co Qualifications. . . . . . . . . — oo — . . . . . . . . . . . 0000 . .4
3.4 Vacancies. . . . . . . . — . . . . — . . . o . . . . . . . . . . — . . . . . — .5
3.5 Annual Meeting. , . . . . . o . . . . . . . . . . . . . . 0000 . . . . . . — . . . o6
3.6 Regular Meetings. . . . . . . . . . . . . . . . . . . . . o . . . . . oo . 000 . . . .6
3.7 Special Meetings. . . . . . . . . . o . . . - - - . . . . . . . . . . . . . . . .6
3.8 Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
3.9 Participation In Meetings By Conference Telephone. . . .?
3.10 Waiver of Notice. . . . . . . . . . oo — o . . . oo — . . . . . . . . . . . . .7
3.11 Adjournment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
3.12 Action Without Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
3.13 Standard of Care. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
A. General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
B. Non liability ofDirectors. . . . . . .
� . . . . . . . . . . .10
C. Indemnification by Corporation of Directors,
Officers, Employees and Other Agents. . . . . . . . . . . .10
D. Insurance for Corporate Agents. . . . . . . . . . . . . . . . . .11
E. Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . — oo . . . . . .11
3.14 Prohibited Transactions. . . . . . . . . . . . . . . . . . . . . . . . .12
A. Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
B. Self Dealing Transactions. . . . . . . . . . . . . . . . . — . . .12
C. Approval. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
3.15 Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
3.16 Rights of Inspection. . . . . . . . . . . . . . . . . . . . . . . . . .13
092889-01 (i) 108909-04B
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� I
ARTICLEIV. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
4.1 Committees of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
4. 2 Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
4.3 Wetlands Trustees Advisory Committee. . . . . . . . . . . . . . . . .15
ARTICLEV. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
5.1 Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
5.2 Election. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
5. 3 Removal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
5.4 Resignation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
5.5 Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
5.6 Chairman. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
5.7 Vice Chairman. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
5.8 Secretary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
5.9 Treasurer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
ARTICLEVI. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
6.1 Amendments of Articles of Incorporation. . . . . . . . — . . . .20
6.2 Amendments to Bylaws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
ARTICLEVII. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
7.1 Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
7.2 Corporate Seal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
7.3 Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
7.4 Execution of Checks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
092889-01 ( ii) 108909-04B
T
• f
BYLAWS
OF
BOLSA CHICA CONSERVANCY
ARTICLE I
NAME, PURPOSES AND PRINCIPAL OFFICE
Section 1.1 Name. The name of this corporation is BOLSA CHICA
CONSERVANCY.
Section 1. 2 Purposes. The corporation is organized under the
Nonprofit Public Benefit Corporation Law of California
exclusively for charitable, scientific and educational purposes,
within the meaning of Section 501(c) (3) of the Internal Revenue
Code of 1954 .
The specific-purposes of this corporation include, but are not
limited to, the preservation, restoration and enhancement of
Bolsa Chica for scientific, historic, educational, recreational,
.wetlands, scenic and open space purposes. This will be
accomplished by monitoring the restoration effort at Bolsa Chica,
determining the availability of funding for wetlands restoration
and an administrative/educational facility, determining methods
to establish a volunteer program to assist the California
Department of Fish and Game with clean-up, maintenance,
information and visitor services, cooperating with other
qualified organizations and government instrumentalities, and
092889-01 -1- 108909-04A
making payments and other distributions out of principal or
income, or both, exclusively for charitable purposes.
Section 1.3 Limitations. No substantial part of the activities of
this corporation shall consist of carrying on propaganda, or
otherwise attempting to influence legislation except as provided
in Section 501(h) of the Internal Revenue Code of 1954, and this
corporation shall not participate in or intervene in ( including
the publishings or distribution of statements) any political
campaign on behalf of any candidate for public office except as
provided in Section 501(h) of the Internal Revenue Code of 1954.
Section 1.4 Principal Office. The principal executive office of
this corporation shall be located in the County of Orange, State
of California, at an address to be established by resolution of
the board of directors (the "Board") .
ARTICLE II
MEMBERSHIP
This corporation shall have no members.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1 Powers. This corporation shall have powers to the full
extent allowed by law. All powers and activities of this
092889-01 -2- 108909-04A
corporation shall be exercised and managed directly by the Board
or, if delegated, under the ultimate direction of the Board.
Section 3.2 Number of Directors. The authorized number directors
shall be five.
Section 3. 3 Selection and Term of Office of Directors.
A. Term. For the first fiscal year of the corporation, two
directors shall be designated fora term of two years, and three
directors shall be designated for a term of one year.
Thereafter, each director shall be designated for terms of two
years. Each director shall hold office until the expiration of
the term for which selected, and until a successor has been
selected and qualified. No director may serve more than two
consecutive terms. With the exception of the initial directors
of the corporation, subsequent directors shall be designated at
the annual meeting of the Board to fill the vacancies then
occurring.
B. Selection. Of the five (5) members of the Board, one (1)
each shall be designated by each of the following:
( i) California State Lands Commission
( ii ) The County of Orange
(iii ) The City of Huntington Beach
092889-01 -3- 108909-04A
( iv) Amigos de Bolsa Chica, a private California
non-profit corporation
(v) The private landowner owning a majority of
lands in the Bolsa Chica Study Area as defined by the
Bolsa Chica Land Use Plan which lands are below the five
( 5) foot mean high tide line ( the "Landowner") .
To qualify as a member of the Board, a designee of one of the
public agencies must be an elected or appointed official of the
designating agency and a designee of Amigos de Bolsa Chica or the
Landowner must be an official or employee of the designating
organization.
C. Qualifications. Not more than 49% of the persons serving on
the Board at any time may be interested persons. An interested
person is:
(i ) Any person being compensated by the
corporation for services rendered to it within the
previous 12 months, whether as a full-time or part-time
employee, independent contractor, or otherwise,
excluding any reasonable compensation paid to a Director
as a Director ; and
( ii) Any brother, sister, ancestor, descendant,
spouse, brother-in-law, sister-in-law, son-in-law,
daughter-in-law, mother-in-law, or father-in-law of any
such person.
092889-01 -4- 108909-04A
Any violation of the provisions of this subparagraph C. shall not
affect the validity or enforceability of any transaction entered
into by the corporation.
Section 3.4 Vacancies. A vacancy shall be deemed to exist in the
event that the actual number of directors is less than the
authorized number for any reason. Resignation shall be effective
upon receipt of written notice by the Board, the chairman, the
vice chairman or the secretary unless such notice specifies a
later time for the effectiveness of such resignation, in which
event such resignation shall be effective at that time. If the
resignation is effective at a future time, a successor may be
selected before such time, to take office when the resignation
becomes effective. Except on notice to the Attorney General of
California, no Director may resign if the corporation would be
left without- a duly elected Director or Directors.
Vacancies in the Board shall be filled at an annual or special
meeting of the members in the same manner as the Director(s)
whose office is vacant as selected. Each Director so selected
shall hold office until the expiration of the term of the
replaced Director and until a successor has been selected 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
092889-01 -5- 108909-04A
the authorized number of Directors be 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 Article 3 of Chapter 2 of the
California Nonprofit Public Benefit Corporation Law or who has
failed to attend two ( 2) consecutive meetings of the Board in any
one (1) calendar year. 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 which shall
expire at the beginning of the next annual meeting of members.
Section 3.5 Annual Meeting. The annual meeting of the Board shall
be held at such time and date as may be fixed by the Board.
Notice shall be required.
Section 3.6 . . Regular Meetings. The Board by resolution, may
establish a schedule of regular meetings of the Board.
Section 3.7 Special Meetings. Special Meetings of the Board may be
called by the chairman, or by any two (2) directors, by written
notice delivered personally or by telephone or telegraph to each
of the directors, or mailed by first class mail at least four (4)
days or more prior to any such special meetings. The notice
shall state the time and place of such special meeting.
092889-01 -6- 108909-04A
Section 3.8 Quorum. A majority of the directors then in office
shall constitute a quorum for the transaction of business, except
to adjourn as provided in Section 3.10 of this Article III .
Every act or decision by a majority of the directors present
shall be regarded as the act of the Board, subject to the
provisions relating to (i) approval of material financial
interest, (ii) appointment of committees, and (iii)
indemnification of directors. A meeting at which a quorum is
initially present may continue to transact business,
notwithstanding the withdrawal of directors, if any action taken
is approved by at least a majority of the required quorum for
that meeting.
Section 3.9 Participation In Meetings By Conference Telephone.
Directors may participate in, and shall be considered to be
present at, a meeting of the Board, or in a committee meeting,
through use -of conference telephone or similar communications
equipment, so long as all Directors participating in such meeting
can hear one another .
Section 3 .10 Waiver of Notice. The transactions of any meeting of
the Board, however called and noticed or wherever held, are as
valid as though the meeting had been duly held after regular call
and notice, provided (a) a quorum is present, and (b) either
before 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
092889-01 -7- 108909-04A
consent need not specify the purpose of the meeting. All
waivers, consents, and approvals shall be filed with the
corporate records or made part of the minutes of the meeting.
Notice of a meeting shall also be deemed given to any director
who attends the meeting without protest before or at its
commencement about the lack of adequate notice.
Section 3.11 Adjournment. A majority of the directors present,
whether or not constituting a quorum, may adjourn any meeting to
another time and place. Notice of the time and place of holding
an adjourned meeting need not be given, unless the meeting is
adjourned for more than 24 hours, in which case personal notice
of the time and place shall be given before the time of the
adjourned meeting to the directors who were not present at the
time of the adjournment.
Section 3.12 . 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 shall individually or collectively
consent in writing to such action. Such consent or consents
shall have the same effect as a unanimous vote of the Board and
shall be filed with the minutes of the proceedings of the
Board. For purposes of this Section 3.12, the term "all members
of the Board" shall not include any "interested Director" within
the meaning of Section 5233 of the Law.
092889-01 -8- 108909-04A
Section 3.13 Standard of Care.
A. General. A director shall perform the duties of a director,
including duties as a member of any committee of the board on
which the director may serve, in good faith, in a manner such
director believes to be in the best interests of this
corporation, and with such care, including reasonable inquiry, as
an ordinarily prudent person in a like situation would use under
similar circumstances.
In performing the duties of a director, a director shall be
entitled to rely on information, opinions, reports or statements
including financial statements and other financial data, in each
case prepared or presented by:
(1) One or more officers or employees of the corporation
whom the director believes to be reliable and competent in
the matters presented;
(2) Counsel, independent accountants or other persons as to
matters which the director believes to be within such
person's professional or expert competence; or
( 3) A committee of the Board upon which the director does
not serve, as to matters within its designated authority,
which committee the director believes to merit confidence, so
long as in any such case, the director acts in good faith,
092889-01 -9 108909-04A
after reasonable inquiry when the need therefor is indicated
by the circumstances, and without knowledge that would cause
such reliance to be unwarranted.
A person who performs the duties of a director in accordance
with the foregoing shall have no liability based upon any
failure or alleged failure to discharge that person's
obligations as a director, including, without limiting the
generality of the foregoing, any actions or omissions which
exceed or defeat the public and charitable purposes to which
the corporation, and assets held by it, are dedicated.
B. Non-liability of Directors. The directors shall not be
personally liable for the debts, liabilities, or other
obligations of the corporation.
C. Indemnification by Corporation of Directors, Officers,
Employees and Other Agents. To the extent that a person who is,
or was, a director , officer , employee or other agent of this
corporation has been successful on the merits in defense of any
civil, criminal, administrative or investigative proceeding
brought to procure a judgment against such person by reason of
fact that he or she is, or was, an agent of the corporation, or
has been successful in defense of any claim, issue or matter,
therein, such person shall be indemnified against expenses
actually and reasonably incurred by the person in connection with
such proceeding.
092889-01 -10- 108909-04A
If such person either settles any such claim or sustains a
judgment against him or her, then indemnification against
expenses, judgments, fines, settlements and other amounts
reasonably incurred in connection with such proceedings shall be
provided by this corporation but only to the extent allowed by,
and in accordance with the requirements of, Section 5238 of the
California Nonprofit Public Benefit Corporation Law.
D. Insurance for Corporate Agents. The Board may adopt a
resolution authorizing the purchase and maintenance of insurance
on behalf of any agent of the corporation ( including a director,
officer, employee or other agent of the corporation) against any
liability other than for violating provisions of law relating to
self-dealing (Section 523 of the California Nonprofit Public
Benefit Corporation Law) asserted against or incurred by the
agent in such capacity or arising out of the agent 's status as
such, whether or not the corporation would have the power to
indemnify the agent against such liability under the provisions
of Section 5238 of the California Nonprofit Public Benefit
Corporation Law.
E. Investments. Except with respect to assets held for use or
used directly in carrying out this corporation's charitable
activities, in investing, reinvesting, purchasing, acquiring,
exchanging, selling and managing this corporation's investments,
the Board shall avoid speculation, looking instead to the
092889-01 -11- 108909-04A
permanent disposition of the funds, considering the probable
income, as well as the probable safety of this corporation's
capital . The provisions of Subsection A, above, shall apply to
this Subsection.
Section 3.14 Prohibited Transactions.
A. Loans. This corporation shall not make any loan of money or
property to or guarantee the obligation of any director or
officer; provided, however, that this corporation may advance
money to a director or officer of this corporation or any
subsidiary for expenses reasonably anticipated to be incurred in
performance of the duties of such officer or director so long as
such individual would be entitled to be reimbursed for such
expenses absent that advance.
B. Self-Dealing Transactions. Except as provided in Subsection
C below, the Board shall not approve a self-dealing
transaction. A self-dealing transaction is one to which the
corporation is a party and in which one or more of the directors
has a material financial interest.
C. Approval. The Board may approve a self-dealing transaction
if the Board determines that the transaction is undertaken for
the corporation's own benefit, and is fair and reasonable to this
corporation; and the Board, after reasonable investigation,
determines that this corporation could not have obtained a more
092889-01 -12- 108909-04A
advantageous arrangement with reasonable effort under the
circumstances. Such determinations must be made by the Board, in
good faith, with knowledge of the material facts concerning the
transaction and the director 's interest in the transaction, and
by a vote of a majority of the directors then in office, without
counting the vote of the interested director(s) .
Section 3.15 Compensation. Directors shall not, as such, receive any
stated salary for their services as Directors, but, by resolution
of the Board, payment may be made to, or for the account of,
Directors or members of reasonable compensation for services
actually rendered to the corporation either as Directors or in
other capacities. Reimbursement of expenses may be made to
Directors as the Board may determine by resolution to be just and
reasonable. The corporation shall not make any loan of money or
property to, or guarantee the obligation of, any Director or
officer. Subject to the provisions of Section 3.3 of these
Bylaws, nothing herein contained shall be construed to preclude
any Director from serving the corporation in any other capacity
as an officer, agent , employee or otherwise, and receiving
compensation therefor .
Section 3.16 Rights of Inspection. Every Director shall have the
absolute right at any reasonable time to inspect and copy at the
corporation' s principal office, all books, records and documents
of every kind and to inspect the physical properties of the
corporation.
092889-01 -13- 108909-04A
ARTICLE IV
COMMITTEES
Section 4 .1 Committees of Directors. The Board may designate one
(1) or more committees, each consisting of two ( 2) or more
directors to serve at the pleasure of the Board; provided,
however, that if an executive committee is authorized by the
Board, said committee shall consist of not less than three (3)
directors, and the resolution establishing such executive
committee shall be adopted by a majority of the directors then in
office. Appointments to all committees shall be made by the
Board except that appointments to the executive committee shall
be by majority vote of the directors then in office. Any
committee, to the extent provided in the resolution, shall have
all the authority of the Board, except that no committee,
regardless of board resolution may:
A. Fill vacancies on the Board or any committee;
B. Expend any corporate funds for any purpose without the
express authorization of the Board;
C. Amend or repeal Bylaws or adopt new Bylaws;
D. Amend or repeal any- resolution of the Board which by- its
express terms is not so amendable or repealable;
E. Appoint any other committees of the Board or the members
of these committees.
F. The fixing of compensation of the Directors for serving
on the Board or on any committee which has the authority
of the Board;
092889-01 -14- 108909-04A
G. The approval of any self-dealing transaction, as such
transactions are defined in Section 5233(a) of the Law,
except that, when it is not reasonably practicable to
obtain approval of the Board prior to entering into such
a transaction, a committee authorized by the Board may
approve the transaction in a manner consistent with the
standards set forth in Section 5233(d) (2) of the Law
subject to ratification by a majority of the Directors
then in office (without counting the vote of any
interested Director) at the next meeting of the Board.
Section 4.2 Meetings. Meetings and actions of committees shall be
governed by and held and taken in accordance with the provisions
of Article III of these Bylaws concerning meetings of directors,
with such changes in the context of those Bylaws as are necessary
to substitute the committee and its members for the Board and its
members. Minutes shall be kept of each meeting of any committee
and shall be filed with the corporate records. The Board may
adopt rules for the governance of any committee not inconsistent
with the provisions of these Bylaws.
Section 4.3 Wetlands Trustees Advisory Committee. The Board, by
resolution adopted by a majority of the directors then in office,
provided a quorum is present, may create a Wetlands Trustees
Advisory Committee to serve at the pleasure of the Board.
Appointments to this committee of the Board may consist of
members who are not directors of the corporation, subject,
092889-01 -15- 108909-04A
however, to limitations set forth in Section 3. 3 concerning
"interested persons" . The Wetlands Trustees Advisory Committee
shall, as determined by the Board from time to time, include
members of the community, such as financial leaders, science and
education leaders, oil industry leaders, interested public
agencies and interested local citizens with particular experience
and demonstrated commitment to a balanced approach to the
restoration of wetlands. At the time the Board establishes such
committee, the Board, as a condition precedent to the Advisory
Committee's official status, shall adopt rules which will govern
the committee and its formulation of advice to the Board
concerning the wetlands.
ARTICLE V
OFFICERS
Section 5.1 - Officers. The officers of this corporation shall be
chairman, vice-chairman, secretary and treasurer. The
corporation may also have at the discretion of the directors,
such other officers as may be held by the same person, except
that neither the secretary nor the treasurer may serve
concurrently as the chairman of the Board.
The chairman and treasurer of the corporation shall be elected
from the membership of the Board, and must be members of said
Board. Other officers of the corporation need not be members of
the Board.
092889-01 -16- 108909-04A
Section 5. 2 Election. The officers of this corporation shall be
chosen annually by the directors, and each shall serve at the
pleasure of the Board, subject to the rights, if any, of an
officer under any contract of employment.
Section 5.3 Removal. Subject to the rights, if any, of an officer
under any contract of employment, any officer may be removed,
with or without cause, by the Board at any meeting of the Board.
Section 5.4 Resignation. Any officer may resign at any time by
giving written notice to this corporation. Any resignation shall
take effect at the date of the receipt of that notice or at any
later time specified by that notice, and unless otherwise
specified in that notice, the acceptance of the resignation shall
not be necessary to make it effective. Any resignation is
without prejudice to the rights, if any, of this corporation
under any contract to which the officer is party.
Section 5.5 Vacancies. A vacancy in any office for any reason shall
be filled in the manner described in these Bylaws for regular
appointments to that office.
Section 5.6 Chairman. The chairman shall be the chief executive
officer of the corporation, shall preside at all meetings of the
Board and shall, subject to control of the Board, generally
supervise, direct and control the business and the officers of
092889-01 -17- 108909-04A
the corporation. The chairman shall be a member of all
committees and shall have the general powers and duties of
management usually vested in the office of president of a
corporation, and shall have such other powers and duties as may
be prescribed by the Board or by the Bylaws.
Section 5.7 Vice-Chairman. In the absence of the chairman, the
vice-chairman shall preside at all meetings of the Board, and
shall, subject to the control of the Board, have the powers and
duties of the chairman.
Section 5.8 Secretary. The secretary shall keep a full and complete
record of the proceedings of the directors, shall keep the seal
of the corporation and affix the same to such papers and
instruments as may be required in the regular course of business,
shall make service or such notices as may be proper or necessary,
shall supervise the keeping of the books of the corporation, and
shall discharge such other duties as pertain to the office or as
prescribed by the directors.
Section 5.9 Treasurer. The treasurer shall have charge and custody
of all funds of the corporation, shall deposit such funds in the
manner required by the Board, shall keep and maintain adequate
and correct accounts of the corporation' s properties and business
transactions, shall render reports and accountings as required,
and shall discharge such other duties as pertain to the office or
as prescribed by the directors.
092889-01 -18- 108909-04A
1 J
6
ARTICLE VI
REPORTS TO DIRECTORS
Section 6.1 The chairman shall furnish a written report annually to
all directors of this corporation containing the following
information:
A. The assets and liabilities, including the trust funds,
of this corporation as of the end of the fiscal year;
B. The principal changes in assets and liabilities,
including trust funds, during the fiscal year;
C. The revenue or receipts of this corporation, both
unrestricted and restricted for particular purposes, for
the fiscal year;
D. The expenses or disbursements of this corporation, for
both general and restricted purposes during the fiscal
year;
E. Any transaction during the previous fiscal year
involving FIVE THOUSAND DOLLARS ($5,000.00) or more
between this corporation and in which any director or
officer of the corporation was a party must be
reported. The report must disclose the names of the
interested persons involved in such transaction, stating
such person' s relationship to the corporation, the
nature of such person' s interest in the transaction,
and, where practicable, the amount of such interest; and
092889-01 -19- 108909-04A
F. The amount and circumstances of any indemnification or
advances aggregating more than TWO THOUSAND DOLLARS
($2,000.00) paid during the fiscal year to any officer
or director of the corporation.
G. A detailed description of the activities of the
corporation performed in fulfillment of its purposes.
ARTICLE VII
AMENDMENTS
Section 7 .1 Amendments of Articles of Incorporation. Proposed
amendments to this corporation's articles of incorporation must
be submitted in writing to the directors at least one (1) month
in advance of the Board meeting at which they will be considered
for adoption. The vote of two-thirds ( 2/3) of the directors
present at any one meeting shall be required to adopt an
amendment to the articles of incorporation.
Section 7. 2 Amendments to Bylaws. Proposed amendments to this
corporation' s Bylaws must be submitted in writing to the
directors at least one (1) month in advance of the Board meeting
at which they will be considered for adoption. The unanimous
vote of the directors present at any meeting shall be required to
adopt an amendment to the Bylaws of this corporation.
092889-01 -20- 108909-04A
ARTICLE VIII
MISCELLANEOUS
Section 8.1 Fiscal Year. The fiscal year of this corporation shall
end each year on December 31.
Section 8.2 Corporate Seal. This corporation shall have a seal
which shall be specified by resolution of the Board. The seal
shall be affixed to all corporate instruments, but failure to
affix it shall not affect the validity of the instrument.
Section 8.3 Contracts. All 'contracts entered into on behalf of this
corporation must be authorized by the Board, by the executive
committee or by the chairman.
Section 8.4 Execution of Checks. Except as otherwise provided by
law, every check, draft, promissory note, money order, or other
evidence of indebtedness of the corporation shall be signed by
such individuals as are authorized by the Board.
092889-01 -21- 108909-04A
i
CERTIFICATE OF SECRETARY
I, the undersigned, certify that I am the presently elected
and acting Secretary of BOLSA CHICA CONSERVANCY, a California
nonprofit public benefit corporation, and the above Bylaws,
consisting of pages 1-21 are the Bylaws of this corporation as
adopted at a meeting of the Board held on 1989.
Secretary -
092889-01 -22- 108909-04A
ARTICLES OF INCORPORATION
OF
BOLSA CHICA CONSERVANCY
ARTICLE I
The name of this Corporation is: BOLSA CHICA CONSERVANCY
ARTICLE II
A. This organization is a nonprofit public benefit corporation
and is not organized for the private gain of any person. It is
organized under the Nonprofit Public Benefit Corporation Law for
charitable purposes.
B. The Specific purpose for which this corporation is organized
include, but are not limited to the preservation, restoration and
enhancement of Bolsa Chica for '*scientific, historic, educational,
ecological, recreational, wetlands, scenic and open space
opportunities.
ARTICLE III
The name and address in this State of California of this
Corporation ' s initial agent for service of process is:
Lucetta Dunn, Esq.
Signal Landmark , Inc.
17890 Skypark Circle
Irvine, California 92714
092789 -1- 108909-04
ARTICLE IV
A. The corporation is organized and operated exclusively for
charitable purposes within the meaning of Section 501 (c) ( 3) of
the Internal Revenue Code .
B. Notwithstanding any other provision of these Articles, the
corporation shall not carry on any other activities not permitted
to be carried on ( 1) by a corporation exempt from federal- income
tax under Section 501 (c) ( 3 ) of the Internal Revenue Code or ( 2)
by a corporation contributions to which are deductible under
Section 170 (c) ( 2) of said Code, or the corresponding provisions
of any future statute of the United States .
C. No substantial part of the activities of this corporation
shall consist of carrying on propaganda or otherwise attempting
to influence legislation; nor shall the corporation participate
or intervene in any political campaign ( including the publishing
or distribution of statements) on behalf of any candidate for
public office.
ARTICLE V
A. The names and address of the persons designated to ac as the
initial Board of Directors of this corporation are: 3C ,PC.
092789 -2- 108909-04
ARTICLE VI
A. The property of this Corporation is irrevocably dedicated to
charitable purposes and no part of the net income or assets of
the corporation shall ever inure to the benefit of any director ,
trustee, member or officer of this corporation, or to any private
person.
B. Upon the dissolution or winding up of the corporation, any
assets remaining after payment of, or provision for payment of,
all debts and liabilities shall be distributed to a governmental
entity described in Section i70(b) ( l) (A) (v) of the Internal
Revenue Code, or to a nonprofit fund, foundation, or corporation
which is organized and operated exclusively for charitable
purposes, which has established its tax exempt status under
Section 501 (c) ( 3) of the Internal Revenue Code, and which is
qualified to receive "qualified conservation contributions" )
within the meaning of Section 170(h) of said Code, or the
corresponding provisions of any future statute of the United
States .
C. In the event of a liquidation of this corporation, all
corporate assets shall be disposed of in such a manner as may be
directed by decree of the superior court for the county in which
the corporation has its principal office, on petition therefor by
the Attorney General or by any person concerned in the
092789 -3- 108909-04
dissolution, in a proceeding to which the Attorney General is a
party.
IN WITNESS WHEREOF, the undersigned, being the Incorporators of
BOLSA CHICA CONSERVANCY and the initial directors named in these
Articles of Incorporation on r� > .,fL 1989 .
ATTEST : /
Mayor
City Clerk
APPROVED AS TO FORA :
ity Attorney
DECLARATION
We are the persons whose names are subscribed below. We
collectively are all of the incorporators of BOLSA CHICA
CONSERVANCY and all of the initial directors named in the
Articles of Incorporation, and we have executed these Articles of
Incorporation. The foregoing Articles of Incorporation are out
act and deed, joint and severally.
Executed on 1989, at California.
092789 -4- 108909-04
COMPONENT D
Wetlands Restoration Plan and Implementation Program t
A comprehensive Wetlands Restoration Plan and Implementation Program for the entire Bolsa Chica
area will be developed as part of the Local Coastal Program. It will provide for wetlands, ESHAs,
and open space areas, and will indicate 1) the type and extent of various habitats; 2) phasing of
wetlands restoration as petroleum production diminishes; 3) funding sources; 4) ownership and
management of restored areas;and 5) regulatory requirements for plan implementation.
The 1986 Certified Local Coastal Program/Land Use Plan (LCP/LUP) Policies, or where not directly
applicable,concepts,will apply to the Wetlands Restoration Plan.
The Wetlands Restoration Plan will also determine whether additional non-navigable sources of
ocean water are needed to accommodate the habitat to be restored, and if so, how to design and
provide for them.
This plan will also delineate areas to be available for mitigation. Areas at Bolsa Chica may be
available for restoration as mitigation of other oft-site development projects beyond those required
for development at Bolsa Chica, subject to property owners' receipt of fair market value or other
equitable compensation.
A. Bolsa Chica Conservancy.
1. A Conservancy will be formed to monitor the restoration effort at Bolsa Chica, to establish an
educational/administrative facility, and will be managed by a board of directors.
2. Local citizens, governmental representatives and the landowner will constitute the members on
the Conservancy's board of directors.
3. The State Coastal Conservancy will be requested to assist in the formation of such a
Conservancy.
B. The Bolsa Chica Planning Coalition requests that the following policies be considered in the
future LUP/LCP planning process for the Bolsa Chica Wetlands/ESHAs Restoration Program:
1. Fish and wildlife values encompassed within the Bolsa Chica planning area shall be enhanced
through expansion of wetland acreage to _ acres, and through restoration and enhancement
programs.
2. acres of wetlands shall be preserved, restored, and maintained as high quality, fully
functioning wetlands within the Bolsa Chica Study Area.
3. The Wetlands/ESHAs Restoration Plan shall provide for:
a. Establishment of a minimum of 1000 acres of high quality, fully functioning wetlands
providing high biological productivity and habitat diversity.
b. Restoration of a number of acres of ESHAs to be determined by Department of Fish and
Game.
c. Design consistent with low capital and operation costs.
d. Whenever possible, and consistent with restoration and resource protection needs, mutual
compatibility of public and private development, including present and future oil operations,
with wetlands restoration.
e. High predictability of success and establishment of criteria for evaluating success of wetland
and ESHA restoration.
f. Protection and/or restoration of endangered species habitat.
g. Assurance of water of sufficient quality and quantity to provide for high productivity.
h. Protection of the wetlands from any significant adverse impacts emanating from urban areas.
I. Linear Regional Park shall provide for the establishment and protection of some but not all
ESHAs while accommodating public recreational values and uses. It is the desire of all that
ESHAs remain in place but where they may be required to be relocated in conjunction with the
Linear Park, they shall generally be restricted to the slope face of the Huntington Beach Bluff
and that the Huntington Beach Mesa top be set aside for park facilities. Department of Fish
and Game shall have final approval of this provision.
j. Compensation of fish and wildlife habitats in the form of replacement which duplicates or
surpasses those lost.
k. Phasing of wetlands, urban development and oil operations.
I. Identification of funding sourcc(s) for restoration, operation, maintenance and a monitoring
program.
m. Wetland and ESHA buffer elements to protect wetland habitat and be of adequate width
and character to reduce disturbance factors from adjacent urban development, as specified by
Department of Fish and Game.
n. Educational opportunities and scientific research where feasible.
o. Identification of the agency or organization that will take title to all land designated
wetland/ES HA/open space.
4. To the maximum extent feasible, oil facilities shall be sited so as not to conflict with restoration,
and oil production shall be managed to protect biological resources.
5. Wetlands and ESHAs shall be protected from intrusion by feral/domestic animals.
6. Wetlands restoration shall proceed as expeditiously as possible.
7. Urban construction and wetland restoration activities shall be conducted so as to minimize
adverse impacts to existing wildlife resources and any unavoidable adverse impact shall be
mitigated to levels of insignificance.
,13
8. The following general policies shall provide the framework for interpreting the Land Use Plan:
a. Where policies within the Land Use Plan overlap, the policy which is the most protective of
coastal resources and consistent with Policies 1 through,shall take precedence.
b. Where there are conflicts between the policies set forth in the Land Use Plan and those set
forth in any element of the County's General Plan, existing ordinances, or other County regional
plans, the policies of this Land Use Plan shall take precedence.
c. 1n the event of any ambiguities or silence of the LUP not resolved by a. or b., above, or other
LUP provisions, the policies of the Coastal Act shall guide interpretation of this LCP.
9. Wetlands Phasing Policies
a. No urban development as proposed in the LUP shall occur in the Bolsa Chica LCP segment
area prior to Coastal Commission concurrence with the Wetland Restoration Plan. The
relationship of urban development and wetlands restoration, including the relationship of mesa
activities and lowland activities, shall be clearly identified in the Wetland Restoration Plan.
b. No portion of the habitat of any endangered species shall be disturbed for development until
an equivalent area of high quality, fully functioning habitat has been established-and its.
maintenance assured. Prior to the development of high pickleweed saltmarsh, high pickleweed
saltmarsh of equivalent quality shall be created, or existing high pickleweed saltmarsh shall be
enhanced so that no reduction in carrying capacity for the Belding's Savannah sparrow shall
result from permitted development. Additionally, and consistent with the wetland design
criteria established by Habitat Conservation Plan, the area of high pickleweed saltmarsh shall
not be less than 200 acres at any time.
c. Development shall be permitted only after the Wetlands Restoration Plan has been reviewed
and approved by the County and Coastal Commission and all other applicable restoration plan
policies have been met._ Urban lowland development cannot be completed until all mitigation
requirements for such development are completed in accordance with Policy 9.h.
d. The Wetland Restoration Programs shall provide a system for "Banking" credit accumulated
for any amount of restoration completed by either public or private agencies. This system shall
also provide that development which. utilizes credit for restoration accomplished by the
Department of Fish and Game, and shall reimburse the Department of Fish and Game for the
costs of that restoration.
e. Where wetlands acreage above 852 acres is to be restored but land within the designated
wetlands restoration areas is unavailable, due to oil operations for example, interim on- or off-
site restoration may be accomplished with the former being of higher priority. If interim off-site
restoration is chosen, it shall be completed only if:
(1) two acres shall be restored for each acre lost;
(2) at the earliest feasible opportunity, but in no case later that the final phase of
development, the restoration shall be completed on-site; and,
(3) upon replacement of interim off-site restored wetlands with the required on-site
restored wetlands, said interim off-site wetlands shall be permanently maintained and
protected.
, 'a
f. Prior to the initiation of any development which results in adverse impacts to ESHAs
identified by the Department of Fish and Game in its report,"Environmentally Sensitive Habitat
Areas at Bolsa Chica", ESHAs of equivalent size, character, and quality as determined by DFG
shall be created and functioning so that at least 86.8 acres of ESHA shall be protected in
perpetuity, and so that at not time during the phasing of development shall there be less than
86.8 acres of F.SHA within the LCP Study Area. The 86.8 acres of ESHA shall be composed of
those elements and respective acreages determined by the Department of Fish and Game in its
report to the Commission entitled "Environmentally Sensitive Habitat Areas at Bolsa Chica".
g. Bolsa Chica has been planned as a single, integrated habitat conservation plan to restore,
permanently protect, and maintain the wetland system, while allowing development in the Study
Area. Title to all lands designated for wetlands or ESHAs shall be conveyed to a state or
federal agency or organization capable of protection and/or enhancement of fish, wildlife and
other environmental values identified on the Wetlands/Eshas Restoration Plan, and approved
by the County Board of Supervisors and Coastal Commission Executive Director. Prior to the
issuance of any grading or building permit for the Mesa area, the permit applicants shall:
(1) Convey to the approved agency or organization a legal or equitable interest in those
lands under the applicants ownership that are designated on the Land Use Plan for
wetland and ESHA areas.
The interest shall be, at a minimum, the same number of acres shown on the Land
Use Plan for residential development owned by the applicant in the lowlands.
(2) for any land which a legal or equitable interest has not been conveyed pursuant to (1)
above, the landowncrs may:
(1) Place all or a portion of such lands in a private trust for wetlands restoration
purposes;
(ii) Convey to the approved agency or other organization a conservation easement for
the wetlands restoration purposes.
(ill) Sell all or a portion of such lands for the purpose of wetland mitigation providing
such buyers agree to convey said property to the approved agency or organization
above, in accordance with the terms of the Wetlands Restoration
Plan/Implementation Program.
h. Prior to issuance of grading or building permit for development in the lowlands, developer
will restore an area no less than equal in size to the area for which the building or grading
permit is being obtained.
The rate and amount of wetland acreage to be restored in mitigation of urban development in
the lowlands at Bolsa Chica shall be established through the LCP/LUP planning process
(including Department of Fish and Game) and Corps of Engineers Section 404 permitting
process.
Restoration of wetlands acreage by others (including Ports of Los Angeles/Long Beach) at
Bolsa Chica shall be specifically detailed in the Wetlands Restoration Plan/Implementation
Program in accordance with Policy 3 above. (Those details will include, but not be limited to,
timing, phasing, target dates for completion, ratio of restoration for mitigation requirements or
} "credits", type and habitat, supervision and administration, maintenance and continuing
operation of Wetlands.)
�f.
At completion of restoration activities by the landowner, fee title to that restored parcel shall be
conveyed to the approved agency if it has not been previously conveyed.
1 �
BYLAWS
OF
BOLSA CHICA CONSERVANCY,
A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION
BOLSA CHICA CONSERVANCY
BYLAWS
TABLE OF CONTENTS
ARTICLEI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1 . 1 Name. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1 . 2 Purposes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1 . 3 Limitations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1 . 4 Principal Office. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLEIII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.1 Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3. 2 Number of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .3
3 . 3 Selection and Term of Office of Directors. . . . . . . . . . . . 3
A. Term. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
B. Selection. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
C. Qualifications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
3. 4 Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3 . 5 Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
3 . 6 Regular Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
3 .7 Special Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3. 8 Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
3 . 9 Participation In Meetings By Conference Telephone. . . .7
3. 10 Waiver of Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
3 .11 Adjournment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
3 . 12 Action Without Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3 .13 Standard of Care. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
A. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
B. Non liability of Directors . . . . . . . . . . . . . . . . . . . . . 10
C. Indemnification by Corporation of Directors,
Officers, Employees and Other Agents. . . . . . . . . . . .10
D. Insurance for Corporate Agents. . . . . . . . . . . . . . . . . . 11
E. Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
3 . 14 Prohibited Transactions. . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
A. Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
B. Self Dealing Transactions. . . . . . . . . . . . . . . . . . . . . . . 12
C. Approval. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3 . 15 Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3 . 16 Rights of Inspection. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
092889-01 ( i ) 108909-04B
r
ARTICLEIV. . . . . . . . . . . • . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4 . 1 Committees of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4 . 2 Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
4 .3 Wetlands Trustees Advisory Committee. . . . . . . . . . . . . . . . .15
ARTICLEV. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
5 . 1 Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
5 . 2 Election. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
5 . 3 Removal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5 . 4 Resignation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5 . 5 Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
5 . 6 Chairman. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . : . . . .17
5.7 Vice Chairman. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5 .8 Secretary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5.9 Treasurer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
ARTICLE VI . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
6. 1 Amendments of Articles of Incorporation. . . . . . . . _.. . . . . 20
6 . 2 Amendments to Bylaws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
ARTICLE VII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
7 . 1 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
7 . 2 Corporate Seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
7 .3 Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
7 . 4 Execution of Checks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
092889-01 ( ii) 108909-04B
r
BYLAWS
OF
BOLSA CHICA CONSERVANCY
ARTICLE I
NAME, PURPOSES AND PRINCIPAL OFFICE
Section 1 .1 Name. The name of this corporation is BOLSA CHICA
CONSERVANCY.
Section 1 .2 Purposes. The corporation is organized under the
Nonprofit Public Benefit Corporation Law of California
exclusively for charitable, scientific and educational purposes,
within the meaning of Section 501(c) ( 3) of the Internal Revenue
Code of 1954 .
The specific purposes of this corporation include, but are not
limited to, the preservation, restoration and enhancement of
Bolsa Chica for scientific, historic, educational, recreational ,
wetlands , scenic and open space purposes . This will be
accomplished by monitoring the restoration effort at Bolsa Chica,
determining the availability -of funding for wetlands restoration
and an administrative/educational facility, determining methods
to establish a volunteer program to assist the California
Department of Fish and Game with clean-up, maintenance,
information and visitor services, cooperating with other
qualified organizations and government instrumentalities, and
092889-01 -1- 108909-04A
making payments and other distributions out of principal or
income, or both, exclusively for charitable purposes.
Section 1. 3 Limitations. No substantial part of the activities of
this corporation shall consist of carrying on propaganda, or
otherwise attempting to influence legislation except as provided
in Section 501(h) of the Internal Revenue Code of 1954, and this
corporation shall not participate in or intervene in ( including
the publishings or distribution of statements) any political
campaign on behalf of any candidate for public office except as
provided in Section 501(h) of the Internal Revenue Code of 1954 .
Section 1.4 Principal Office. The principal executive office of
this corporation shall be located in the County of Orange, State
of California, at an address to be established by resolution of
the board of directors ( the "Board" ) .
ARTICLE II
MEMBERSHIP
This corporation shall have no members.
ARTICLE III
BOARD OF DIRECTORS
Section 3 .1 Powers . This corporation shall have powers to the full
extent allowed by law. All powers and activities of this
092889-01 -2- 108909-04A
corporation shall be exercised and managed directly by the Board
or , if delegated, under the ultimate direction of the Board.
Section 3 . 2 Number of Directors. The authorized number directors
shall be five.
Section 3 . 3 Selection and Term of Office of Directors.
A. Term. For the first fiscal year of the corporation, two
directors shall be designated fora term of two years, and three
directors shall be designated for a term of one year.
Thereafter , each director shall be designated for terms of two
years . Each director shall hold office until the expiration of
the term for which selected, and until a successor has been
selected and qualified. No director may serve more than two
consecutive terms . With the exception of the initial directors
of the corporation, subsequent directors shall be designated at
the annual meeting of the Board to fill the vacancies then
occurring .
B. Selection. Of the five ( 5) members of the Board, one ( 1)
each shall be designated by each of the following:
( i ) California State Lands Commission
( ii ) The County of Orange
( iii ) The City of Huntington Beach
092889-01 -3- 108909-04A
( iv) Amigos de Bolsa Chica, a private California
non-profit corporation
(v) The private landowner owning a majority of
lands in the Bolsa Chica Study Area as defined by the
Bolsa Chica Land Use Plan which lands are below the five
( 5) foot mean high tide line ( the "Landowner" ) .
To qualify as a member of the Board, a designee of one of the
public agencies must be an elected or appointed official of the
designating agency and a designee of Amigos de Bolsa Chica or the
Landowner must be an official or employee of the designating
organization.
C. Qualifications. Not more than 49% of the persons serving on
the Board at any time may be interested persons. An interested
person is :
( i ) Any person being compensated by the
corporation for services rendered to it within the
previous 12 months, whether as a full-time or part-time
employee, independent contractor, or otherwise,
excluding any reasonable compensation paid to a Director
as a Director ; and
( ii ) Any brother , sister , ancestor, descendant,
spouse, brother-in-law, sister-in-law, son-in-law,
daughter-in-law, mother-in-law, or father-in-law of any
such person.
092889-01 -4- 108909-04A
Any violation of the provisions of this subparagraph C. shall not
affect the validity or enforceability of any transaction entered
into by the corporation.
Section 3 .4 Vacancies. A vacancy shall be deemed to exist in the
event that the actual number of directors is less than the
authorized number for any reason. Resignation shall be effective
upon receipt of written notice by the Board, the chairman, the
vice chairman or the secretary unless such notice specifies a
later time for the effectiveness of such resignation, in which
event such resignation shall be effective at that time. If the
resignation is effective at a future time, a successor may be
selected before such time, to take office when the resignation
becomes effective. Except on notice to the Attorney General of
California, no Director may resign if the corporation would be
left without a duly elected Director or Directors .
Vacancies in the Board shall be filled at an annual or special
meeting of the members in the same manner as the Director (s)
whose office is vacant as selected. Each Director so selected
shall hold office until the expiration of the term of the
replaced Director and until a successor has been selected 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
092889-01 -5- 108909-04A
the authorized number of Directors be 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 Article 3 of Chapter 2 of the
California Nonprofit Public Benefit Corporation Law or who has
failed to attend two ( 2) consecutive meetings of the Board in any
one ( 1) calendar year . 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 which shall
expire at the beginning of the next annual meeting of members.
Section 3 . 5 Annual Meeting. The annual meeting of the Board shall
be held at such time and date as may be fixed by the Board.
Notice shall be required.
Section 3 . 6 Regular Meetings. The Board by resolution, may
establish a schedule of regular meetings of the Board.
Section 3.7 Special Meetings. Special Meetings of the Board may be
called by the chairman, or by any two ( 2) directors, by written
notice delivered personally or by telephone or telegraph to each
of the directors, or mailed by first class mail at least four ( 4 )
days or more prior to any such special meetings. The notice
shall state the time and place of such special meeting .
092889-01 -6- 108909-04A
Section 3.8 Quorum. A majority of the directors then in office
shall constitute a quorum for the transaction of business, except
to adjourn as provided in Section 3. 10 of this Article III .
Every act or decision by a majority of the directors present
shall be regarded as the act of the Board, subject to the
provisions relating to ( i ) approval of material financial
interest, ( ii ) appointment of committees, and ( iii)
indemnification of directors . A meeting at which a quorum is
initially present may continue to transact business,
notwithstanding the withdrawal of directors, if any action taken
is approved by at least a majority of the required quorum for
that meeting .
Section 3 . 9 Participation In Meetings By Conference Telephone.
Directors may participate in, and shall be considered to be
present at , a meeting of the Board, or in a committee meeting ,
through use of conference telephone or similar communications
equipment , so long as all Directors participating in such meeting
can hear one another .
Section 3 . 10 Waiver of Notice. The transactions of any meeting of
the Board, however called and noticed or wherever held, are as
valid as though the meeting had been duly held after regular call
and notice, provided (a) a quorum is present, and (b) either
before 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
092889-01 -7- 108909-04A
consent need not specify the purpose of the meeting . All
waivers, consents, and approvals shall be filed with the
corporate records or made part of the minutes of the meeting.
Notice of a meeting shall also be deemed given to any director
who attends the meeting without protest before or at its
commencement about the lack of adequate notice.
Section 3 . 11 Adjournment . A majority of the directors present,
whether or not constituting a quorum, may adjourn any meeting to
another time and place. Notice of the time and place of holding
an adjourned meeting need not be given, unless the meeting is
adjourned for more than 24 hours, in which case personal notice
of the time and place shall be given before the time of the
adjourned meeting to the directors who were not present at the
time of the adjournment.
Section 3 . 12 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 shall individually or collectively
consent in writing to such action. Such consent or consents
shall have the same effect as a unanimous vote of the Board and
shall be filed with the minutes of the proceedings of the
Board. For purposes of this Section 3 . 12, the term "all members
of the Board" shall not include any "interested Director" within
the meaning of Section 5233 of the Law.
092889-01 -8- 108909-04A
Section 3 .13 Standard of Care.
A. General . A director shall perform the duties of a director,
including duties as a member of any committee of the board on
which the director may serve, in good faith, in a manner such
director believes to be in the best interests of this
corporation, and with such care, including reasonable inquiry, as
an ordinarily prudent person in a like situation would use under
similar circumstances.
In performing the duties of a director , a director shall be
entitled to rely on information, opinions, reports or statements
including financial statements and other financial data, in each
case prepared or presented by:
( 1 ) One or more officers or employees of the corporation
whom the director believes to be reliable and competent in
the matters presented;
( 2 ) Counsel , independent accountants or other persons as to
matters which the director believes to be within such
person ' s professional or expert competence; or
( 3) A committee of the Board upon which the director does
not serve, as to matters within its designated authority,
which committee the director believes to merit confidence, so
long as in any such case, the director acts in good faith,
092889-01 -9- 108909-04A
after reasonable inquiry when the need therefor is indicated
by the circumstances, and without knowledge that would cause
such reliance to be unwarranted.
A person who performs the duties of a director in accordance
with the foregoing shall have no liability based upon any
failure or alleged failure to discharge that person' s
obligations as a director , including, without limiting the
generality of the foregoing, any actions or omissions which
exceed or defeat the public and charitable purposes to which
the corporation, and assets held by it, are dedicated.
B. Non-liability of Directors. The directors shall not be
personally liable for the debts, liabilities, or other
obligations of the corporation.
C. Indemnification by Corporation of Directors, Officers,
Employees and Other Agents . To the extent that a person who is,
or was , a director , officer , employee or other agent of this
corporation has been successful on the merits in defense of any
civil , criminal, administrative or investigative proceeding
brought to procure a judgment against such person by reason of
fact that he or she is, or was, an agent of the corporation, or
has been successful in defense of any claim, issue or matter ,
therein, such person shall be indemnified against expenses
actually and reasonably incurred by the person in connection with
such proceeding .
092889-01 -10- 108909-04A
If such person either settles any such claim or sustains a
judgment against him or her , then indemnification against
expenses, judgments, fines, settlements and other amounts
reasonably incurred in connection with such proceedings shall be
provided by this corporation but only to the extent allowed by,
and in accordance with the requirements of , Section 5238 of the
California Nonprofit Public Benefit Corporation Law.
D. Insurance for Corporate Agents. The Board may adopt a
resolution authorizing the purchase and maintenance of insurance
on behalf of any agent of the corporation ( including a director ,
officer , employee or other agent of the corporation) against any
liability other than for violating provisions of law relating to
self-dealing (Section 523 of the California Nonprofit Public
Benefit Corporation Law) asserted against or incurred by the
agent in such capacity or arising out of the agent ' s status as
such, whether or not the corporation would have the power to
indemnify the agent against such liability under the provisions
of Section 5238 of the California Nonprofit Public Benefit
Corporation Law.
E. Investments . Except with respect_ to assets held for use or
used directly in carrying out this corporation ' s charitable
activities, in investing , reinvesting, purchasing, acquiring,
exchanging, selling and managing this corporation ' s investments,
the Board shall avoid speculation, looking instead to the
092889-01 -11- 108909-04A
permanent disposition of the funds, considering the probable
income, as well as the probable safety of this corporation' s
capital . The provisions of Subsection A, above, shall apply to
this Subsection.
Section 3 .14 Prohibited Transactions.
A. Loans. This corporation shall not make any loan of money or
property to or guarantee the obligation of any director or
officer ; provided, however , that this corporation may advance
money to a director or officer of this corporation or any
subsidiary for expenses reasonably anticipated to be incurred in
performance of the duties of such officer or director so long as
such individual would be entitled to be reimbursed for such
expenses absent that advance.
B. Self-Dealing Transactions. Except as provided in Subsection
C below, the Board shall not approve a self-dealing
transaction. A self-dealing transaction is one to which the
corporation is a party and in which one or more of the directors
has a material financial interest .
C. Approval . The Board may approve a self-dealing transaction
if the Board determines that the transaction is undertaken for
the corporation' s own benefit, and is fair and reasonable to this
corporation; and the Board, after reasonable investigation,
determines that this corporation could not have obtained a more
092889-01 -12- 108909-04A
advantageous arrangement with reasonable effort under the
circumstances. Such determinations must be made by the Board, in
good faith, with knowledge of the material facts concerning the
transaction and the director ' s interest in the transaction, and
by a vote of a majority of the directors then in office, without
counting the vote of the interested director (s) .
Section 3. 15 Compensation. Directors shall not, as such, receive any
stated salary for their services as Directors, but, by resolution
of the Board, payment may be made to, or for the account of,
Directors or members of reasonable compensation for services
actually rendered to the corporation either as Directors or in
other capacities. Reimbursement of expenses may be made to
Directors as the Board may determine by resolution to be just and
reasonable. The corporation shall not make any loan of money or
property to, or guarantee the obligation of, any Director or
officer . Subject to the provisions of Section 3. 3 of these
Bylaws, nothing herein contained shall be construed to preclude
any Director from serving the corporation in any other capacity
as an officer , agent , employee or otherwise, and receiving
compensation therefor .
Section 3 . 16 Rights of Inspection. Every Director shall have the
absolute right at any reasonable time to inspect and copy at the
corporation ' s principal office, all books, records and documents
of every kind and to inspect the physical properties of the
corporation.
092889-01 -13- 108909-04A
ARTICLE IV
COMMITTEES
Section 4 .1 Committees of Directors. The Board may designate one
( 1) or more committees, each consisting of two ( 2) or more
directors to serve at the pleasure of the Board; provided,
however , that if an executive committee is authorized by the
Board, said committee shall consist of not less than three (3)
directors, and the resolution establishing such executive
committee shall be adopted by a majority of the directors then in
office. Appointments to all committees shall be made by the
Board except that appointments to the executive committee shall
be by majority vote of the directors then in office. Any
committee, to the extent provided in the resolution, shall have
all the authority of the Board, except that no committee,
regardless of board resolution may:
A. Fill vacancies on the Board or any committee;
B. Expend any corporate funds for any purpose without the
express authorization of the Board;
C. Amend or repeal Bylaws or adopt new Bylaws;
D. Amend or repeal any - resolution of the Board which by its
express terms is not so amendable or repealable;
E. Appoint any other committees of the Board or the members
of these committees.
F. The fixing of compensation of the Directors for serving
on the Board or on any committee which has the authority
of the Board;
092889-01 -14- 108909-04A
G. The approval of any self-dealing transaction, as such
transactions are defined in Section 5233 (a) of the Law,
except that, when it is not reasonably practicable to
obtain approval of the Board prior to entering into such
a transaction, a committee authorized by the Board may
approve the transaction in a manner consistent with the
standards set forth in Section 5233(d) ( 2) of the Law
subject to ratification by a majority of the Directors
then in office (without counting the vote of any
interested Director) at the next meeting of the Board.
Section 4 . 2 Meetings. Meetings and actions of committees shall be
governed by and held and taken in accordance with the provisions
of Article III of these Bylaws concerning meetings of directors,
with such changes in the context of those Bylaws as are necessary
to substitute the committee and its members for the Board and its
members. Minutes shall be kept of each meeting of any committee
and shall be filed with the corporate records . The Board may
adopt rules for the governance of any committee not inconsistent
with the provisions of these Bylaws.
Section 4 .3 Wetlands Trustees Advisory Committee. The Board, by
resolution adopted by a majority of the directors then in office,
provided a quorum is present, may create a Wetlands Trustees
Advisory Committee to serve at the pleasure of the Board.
Appointments to this committee of the Board may consist of
members who are not directors of the corporation, subject ,
092889-01 -15- 108909-04A
however, to limitations set forth in Section 3 . 3 concerning
"interested persons" . The Wetlands Trustees Advisory Committee
shall , as determined by the Board from time to time, include
members of the community, such as financial leaders, science and
education leaders, oil industry leaders, interested public
agencies and interested local citizens with particular experience
and demonstrated commitment to a balanced approach to the
restoration of wetlands. At the time the Board establishes such
committee, the Board, as a condition precedent to the Advisory
Committee' s official status, shall adopt rules which will govern
the committee and its formulation of advice to the Board
concerning the wetlands .
ARTICLE V
OFFICERS
Section 5 . 1 . Officers. The officers of this corporation shall be
chairman, vice-chairman, secretary and treasurer . The
corporation may also have at the discretion of the directors,
such other officers as may be held by the same person, except
that neither the secretary nor the treasurer may serve
concurrently as the chairman of the Board.
The chairman and treasurer of the corporation shall be elected
from the membership of the Board, and must be members of said
Board. Other officers of the corporation need not be members of
the Board.
092889-01 -16- 108909-04A
Section 5. 2 Election. The officers of this corporation shall be
chosen annually by the directors, and each shall serve at the
pleasure of the Board, subject to the rights, if any, of an
officer under any contract of employment.
Section 5 .3 Removal . Subject to the rights, if any, of an officer
under any contract of employment, any officer may be removed,
with or without cause, by the Board at any meeting of the Board.
Section 5 . 4 Resignation. Any officer may resign at any time by
giving written notice to this corporation. Any resignation shall
take effect at the date of the receipt of that notice or at any
later time specified by that notice, and unless otherwise
specified in that notice, the acceptance of the resignation shall
not be necessary to make it effective. Any resignation is
without prejudice to the rights, if any, of this corporation
under any contract to which the officer is party.
Section 5. 5 Vacancies . A vacancy in any office for any reason shall
be filled in the manner described in these Bylaws for regular
appointments to that office.
Section 5 . 6 Chairman . The chairman shall be the chief executive
officer of the corporation, shall preside at all meetings of the
Board and shall, subject to control of the Board, generally
supervise, direct and control the business and the officers of
092889-01 -17- 108909-04A
the corporation. The chairman shall be a member of all
committees and shall have the general powers and duties of
management usually vested in the office of president of a
corporation, and shall have such other powers and duties as may
be prescribed by the Board or by the Bylaws.
Section 5.7 Vice-Chairman. In the absence of the chairman, the
vice-chairman shall preside at all meetings of the Board, and
shall, subject to the control of the Board, have the powers and
duties of the chairman.
Section 5. 8 Secretary. The secretary shall keep a full and complete
record of the proceedings of the directors, shall keep the seal
of the corporation and affix the same to such papers and
instruments as may be required in the regular course of business,
shall make service or such notices as may be proper or necessary,
shall supervise the keeping of the books of the corporation, and
shall discharge such other duties as pertain to the office or as
prescribed by the directors.
Section 5 .9 Treasurer . The treasurer shall have charge and custody
of all funds of the corporation, shall deposit such funds in the
manner required by the Board, shall keep and maintain adequate
and correct accounts of the corporation ' s properties and business
transactions, shall render reports and accountings as required,
and shall discharge such other duties as pertain to the office or
as prescribed by the directors.
092889-01 -18- 108909-04A
F
ARTICLE VI
REPORTS TO DIRECTORS
Section. 6. 1 The chairman shall furnish a written report annually to
all directors of this corporation containing the following
information:
A. The assets and liabilities, including the trust funds,
of this corporation as of the end of the fiscal year ;
B. The principal changes in assets and liabilities,
including trust funds, during the fiscal year ;
C. The revenue or receipts of this corporation, both
unrestricted and restricted for particular purposes, for
the fiscal year ;
D. The expenses or disbursements of this corporation, for
both general and restricted purposes during the fiscal
year ;
E. Any transaction during the previous fiscal year
involving FIVE THOUSAND DOLLARS ( $5, 000. 00) or more
between this corporation and in which any director or
officer of the corporation was a party must be
reported. The report must disclose the names of the
interested persons involved in such transaction, stating
such person ' s relationship to the corporation, the
nature of such person ' s interest in the transaction,
and, where practicable, the amount of such interest; and
092889-01 -19- 108909-04A
F. The amount and circumstances of any indemnification or
advances aggregating more than TWO THOUSAND DOLLARS
($2,000 .00) paid during the fiscal year to any officer
or director of the corporation.
G. A detailed description of the activities of the
corporation performed in fulfillment of its purposes .
ARTICLE VII
AMENDMENTS
Section 7 . 1 Amendments of Articles of Incorporation. Proposed
amendments to this corporation' s articles of incorporation must
be submitted in writing to the directors at least one ( 1) month
in advance of the Board meeting at which they will be considered
for adoption. The vote of two-thirds ( 2/3) of the directors
present at any one meeting shall be required to adopt an
amendment to the articles of incorporation.
Section 7 . 2 Amendments to Bylaws . Proposed amendments to this
corporation ' s Bylaws must be submitted in writing to the
directors at least one ( 1 ) month in advance of the Board meeting
at which they will be considered for adoption. The unanimous
vote of the directors present at any meeting shall be required to
adopt an amendment to the Bylaws of this corporation.
092889-01 -20- 108909-04A
ARTICLE VIII
MISCELLANEOUS
Section 8 . 1 Fiscal Year . The fiscal year of this corporation shall
end each year on December 31 .
Section 8 . 2 Corporate Seal . This corporation shall have a seal
which shall be specified by resolution of the Board. The seal
shall be affixed to all corporate instruments, but failure to
affix it shall not affect the validity of the instrument .
Section 8 . 3 Contracts. All -contracts entered into on behalf of this
corporation must be authorized by the Board, by the executive
committee or by the chairman.
Section 8 .4 Execution of Checks. Except as otherwise provided by
law, every check, draft, promissory note, money order , or other
evidence of indebtedness of the corporation shall be signed by
such individuals as are authorized by the Board.
092889-01 -21- 108909-04A
CERTIFICATE OF SECRETARY
I , the undersigned, certify that I am the presently elected
and acting Secretary of BOLSA CHICA CONSERVANCY, a California
nonprofit public benefit corporation, and the above Bylaws,
consisting of pages 1-21 are the Bylaws of this corporation as
adopted at a meeting of the Board held on 1989 .
Secretary -
092889-01 -22- 108909-04A
REQUES f FOR CITY COUNCIL ACTION
Date November 6, 1989
Submitted to: Honorable Mayor and City Council Members
Submitted by: Paul E. Cook, City Administrator Q°
Prepared by: James W. Palin, Deputy City Administrator APPROVED By,CIT.Y COUNCIL
Subject: BOLSA CIRCA CONSERVANCY _ G -
19_____.�9
ITY LRv
Consistent with Council Policy? [XI Yes [ ] New Policy or Exception - -
Statement of Issue, Recommendation,Analysis, Funding Source, Alternative Actions, Attachm@nts:
STATEMENT OF ISSUE:
Articles of Incorporation to form a Bolsa Chica Conservancy have been drafted by
Lucetta Dunn of Signal Landmark, Inc. in consultation with State Conservancy and Amigos
de Bolsa Chica to establish a local group (organization) to raise funds for Wetlands
restoration and enhancement and to establish educational and scenic opportunities in the
Bolsa Chica area.
RECOMMENDATION:
1. Approve the City to be a member of the Bolsa Chica Conservancy and authorize the
Mayor to sign the Articles of Incorporation.
2. Appoint a Council person to serve on the initial Board of Directors of the
Conservancy.
ANALYSIS:
During the planning efforts by the Bolsa Chica Planning Coalition, the Amigos de Bolsa
Chica requested that a Local Conservancy be established to oversee the wetlands
restoration and to conduct maintenance activities as well as educational programs for the
Bolsa Chica area. However, as some of the areas may be restored through the use of
Public Trust Monies from the Ports of Long Beach and Los Angeles, it is necessary that
the ownership of the real property be vested with the State Lands Commission as Public
Trust Property to allow those monies to be spent.
The discussion then centered around a conservancy type organization that could raise
revenue as well as be a recipient of trust or grant monies for restoration and enhancement
activites as well as conducting and advising on maintenance and educational programs.
This Bolsa Chica Conservancy was included in the back-up information provided to the
City Council on June 5, 1989 at the time the City Council supported the Alternative Land
Use Plan for the Bolsa Chica as Component D, Page F 2-12 of the June 5, 1989 Council
packet (attached herewith as reference materials). Since that time the State
Conservancy, the Amigos de Bolsa Chica, and Signal Landmark have been meeting and
discussing Articles of Incorporation to form this conservancy as well as establishing draft
by-laws for the first Board of Directors of the Bolsa Chica Conservancy. It is also of
neutral benefit to all parties of this organization to have the City, as a member of the
Board, as the area will be annexed into the City of Huntington Beach and will directly
benefit our local citizens as well as having a voice in the operation of a major amenity
within the region.
NO Vas
RCA - BC Conservancy
Page 2
ALTERNATIVE ACTION:
Do not authorize City participation in being a member of the Coalition and request that
the other Coalition members restructure the Articles of Incorporation.
FUNDING SOURCE:
N/A
ATTACHMENTS:
1. Articles of Incorporation
2. Alternative LUP - Component D
3. By-Laws for Bolsa Chica Conservancy
JWP:lp
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