1 BURBANK-GLENDALE-PASADENA REGIONAL HOUSING TRUST JOINT EXERCISE OF
POWERS AGREEMENT
THIS JOINT EXERCISE OF POWERS AGREEMENT (the "Agreement") is made this _______ day of _____________, 2023 (the "Effective Date"), by and between the City of Burbank, City of Glendale, and City of Pasadena (hereafter, individually, a “Party” and collectively, the "Parties").
RECITALS
A. The Parties are authorized to take such actions that promote the public health, safety and welfare of residents.
B. The Parties acknowledge that a shortage of affordable housing exists as a result of various causes.
C. The Parties are committed to providing additional housing opportunities and reducing homelessness in a coordinated and comprehensive manner.
D. The Parties acknowledge that an adequate supply of housing will provide social and economic benefits to residents and taxpayers of each Party.
E. Each Party has the individual power to fund the planning and construction of affordable housing projects within its j urisdictional boundaries and to carry out all of the purposes of this Agreement.
F. The Parties find it in their mutual interest to enter into this Agreement to provide a coordinated response to addressing shortages in workforce housing, affordable housing, and supportive housing in the Parties’ respective jurisdictions.
G. California Government Code sections 6500 et seq. ("Joint Exercise of Powers Act" or "Act") permits two or more public agencies to create a joint powers authority for the purposes cited herein, and permits such agencies to exercise jointly any power that the public agencies could exercise separately.
H. California Government Code section 6539. 8 authorizes the Cities of Burbank, Glendale, and Pasadena to create a joint powers agency known as t he Burbank -Glendale-Pasadena Regional Housing Trust ("BGPRHT"), which may do any of the following:
1. fund the planning and construction of housing of all types and tenures, including but not limited to, housing for the homeless population, and/or for persons and families of extremely low, very low, low income, and moderate income, as defined in section 50093 of the Health and Safety Code, including, but not limited to, permanent supportive Attachment 2-1
2 housing;
2. r
eceive public and private financing and funds; and
3. authorize and issue bonds, certificates of participation, or any other debt instrument repayable from funds and financing received and pledged by BGPRHT.
I. The Parties are establishing the BGPRHT to promote public-private partnerships, nonprofit collaborations, and community building to maximize sources of public and private funds, when available, to efficiently accelerate housing for homeless, moderate, low, very low and extremely low-income individuals and families.
J. This Agreement shall not in any way be interpreted to limit any Party’s authority over land-use decisions within their respective jurisdictions, including, but not limited to, whether any project or program supported by BGPRHT is to be implemented within such Party’s jurisdiction.
NO
W, THEREFORE, in consideration of the mutual promises set forth below, the Parties agree as follows:
S
ection 1. Creation and Purpose.
a) Creation of BGPRHT. Pursuant to the Joint Exercise of Powers Act, including Section 6539.8 of the Government Code, there is hereby created a public entity to be known as the "Burbank- Glendale-Pasadena Regional Housing Trust." BGPRHT shall be a public entity separate and apart from the Parties, and shall administer this Agreement. b) Purpose. This Agreement is made pursuant to the Joint Exercise of Powers Act for the purpose of creating BGP RHT as a public entity separate from the Parties to: (i) exercise common powers with respect to providing funding for the planning and construction of housing of all types and tenures including but not limited to, housing for the homeless population and/or for persons and families of extremely low, very low, low income, and moderate income, as defined in section 50093 of the Health and Safety Code, including, but not limited to, permanent supportive housing; (ii) receive public and private financing and funds; and (iii) authorize and issue bonds, certificates of participation, or any other debt instrument repayable from funds and financing received and pledged by BGPRHT. The purpose of this Agreement shall be accomplished and common powers exercised in the manner set forth in this Agreement.
Nothing contained in this Agreement shall preclude any Party from establishing, maintaining or providing social programs or services to its respective residents as it deems proper and necessary.
Attachment 2-2
3 Section 2. Term and Termination.
a) Term. This Agreement shall become effective, and BGPRHT shall come into existence, on the Effective Date, which date shall be the date upon which this Agreement has been approved by each of the three Parties, and this Agreement shall thereafter continue in full force and effect until terminated pursuant to subdivision (b) of this section. b) Termination. This Agreement may be terminated by agreement of all the Parties, but shall remain in full force and effect until all bonds or BGPRHT liabilities have been paid. Upon such liabilities being paid, the assets of BGPRHT shall be distributed to the Parties in proportion to the contributions of each Party to BGPRHT and the amounts paid by each Party in connection with BGPRHT's activities.
S
ection 3. Powers and Duties of BGPRHT.
a) General Powers. BGPRHT shall have all the powers common to the Parties to this Agreement necessary or convenient, specified or implied, to accomplish the purpose of this Agreement, as set forth in Section 1, subject to the restrictions set forth in Section 3, subdivision (c) below.
Said powers shall be exercised in the manner provided in the Joint Exercise of Powers Act, including without limitation all powers set forth in Government Code section 6539.8, and, except as expressly set forth herein.
b) Specific Powers. Without limiting the generality of the powers conferred in subdivision (a) of this Section 3, BGPRHT is hereby authorized, in its own name, to do all of the acts necessary or convenient to the accomplishment of the purposes of this Agreement and the full exercise of the powers conferred in subdivision (a) of this Section 3, including but not limited to the following:
1. to make and enter into contracts;
2. to contract for staff assistance, including, but not limited to, contracting with other public agencies;
3. to sue and be sued in its own name;
4. to apply for, accept, receive and disburse grants, loans and other aids from any Federal, State or local program that is related to the purposes of this Agreement in accordance with the funding source’s guidelines;
5. to invest any money in the treasury pursuant to section 6505.5 of the Joint Exercise of Powers Act that is not required for the immediate necessities of BGPRHT, as BGPRHT determines is advisable, in the same manner and upon the same conditions as local agencies, pursuant to section 53601 of the California Government Code; Attachment 2-3
4 6. t o apply for letters of credit or other forms of financial guarantees in order to enter into agreements in connection therewith;
7. to incur and discharge debts, liabilities, and obligations, subject to the limitations provided in this Agreement and to the extent permitted under the law;
8. to issue and receive loans;
9. to engage the services of private consultants to render professional, financial and technical assistance and advice in carrying out the purposes of this Agreement;
10. to employ and compensate legal counsel, including bond counsel, determined appropriate by BGPRHT in the accomplishment of the purposes of this Agreement;
11. to contract for engineering, construction, architectural, accounting, environmental, land u se, or other services determined necessary or convenient by BGPRHT in connection with the accomplishment of the purposes of this Agreement;
12. for the purposes of enforcing affordable housing covenants or holding security interests for loans, to take title to , and transfer, sell by installment sale or otherwise, lands, structures, real or personal property, rights, rights -of-way, franchises, easements, and other interests in real or personal property which BGP RHT determines are necessary or convenient in connection with the accomplishment of the purposes of this Agreement;
13. for the purposes of renting space for BGPRHT to operate, to lease to, and to lease from, a Party or any other person or entity lands, structures, real or personal property, rights, rights-of-way, franchises, easements, and other interests in real or personal property which BGPRHT determines are necessary or convenient in connection with the accomplishment of the purposes of this Agreement;
14. to solicit charitable contributions from private sources;
15. to acquire, hold, or dispose of property, contributions, and donations of property, funds, services, and other forms of assistance from persons, firms, corporations, and government entities;
16. to partner with Parties on funding solicitations and other opportunities for the purposes set forth in this Agreement, including but not limited to jointly exercising powers with a Party pursuant to the Joint Exercise of Powers Act;
17. to the extent not herein specifically provided for, to exercise any powers in the manner and according to methods provided under the laws applicable to the BGPRHT; and
18. to carry out and enforce all the provisions of this Agreement in compliance with the Joint Exercise of Powers Act.
Attachment 2-4
5 c) Limitation on Powers. This Agreement does not authorize BGPRHT to do any of the following:
1. regulate land use within the jurisdiction of any of the Parties;
2. levy, or advocate or incentivize the levying of, any land use exaction such as an impact fee, charge, dedication, reservation or tax assessment, as a condition of approving the funding for or approval of, a development project;
3. require inclusionary zoning requirements;
4. fund or otherwise approve an agreement for a housing project that is not supported by the Party within whose jurisdiction the project is proposed to be located; or
5. require the Parties to this Agreement to accept or provide any specific number of housing units as a prerequisite to joining or remaining a Party to this Agreement.
S
ection 4. Members.
The members of BGP RHT shall be the Parties to this Agreement who have not withdrawn from BGPRHT in accordance with Section 10 of this Agreement . Only the Cities of Burbank, Glendale, and Pasadena may become members of BGPRHT.
Section 5. Board of Directors.
a) Selection of Directors . The membership of the Board of Directors of BGPRHT shall be governed by Government Code section 6539. 8 and as it may be amended. As currently provided therein, BGPRHT shall be governed by a Board of Directors appointed by the Parties consisting of a minimum of three (3) Directors selected as follows:
1. Each Director must be an elected City Council member representing one of the Parties.
2. The Directors must consist of members equally appointed by each of the Parties.
3. Alternates for each Director position may be established by the Board of Directors under bylaws adopted by the Board of Directors; provided that such alternates shall meet the requirements set forth in subsection (a)(1) above and established in Government Code section 6539.8, as it may be amended.
b) Board Powers . Subject to the limitations of this Agreement and the laws of the State of California, the powers of BGP RHT shall be vested in and exercised by , and its property controlled and its affairs conducted by, the Board of Directors. c) Director Terms. The Parties shall select the Directors for the BGPRHT Board of Directors no later than the Effective Date , or at such other time as the Board determines. Each Director shall serve a term of two years , which will coincide with their elected term of office . At a regular meeting preceding the end of the Directors’ terms by at least 15 days, each Party shall Attachment 2-5
6 select t heir new Director membership or re-select current Director membership for the new terms of office. There is a two term limit that a Director may serve. In the event of a vacancy on the Board of Directors, the Party with the vacancy shall appoint a replacement within 60 days of such vacancy, who shall serve out the remainder of term of the Director that he or she has replaced.
d) Advisory Board. The Board of Directors may appoint advisory boards that may include such persons as designated by the Board of Directors. The Board of Directors shall adopt bylaws that govern the appointment of advisory boards should it determine in its discretion to appoint such advisory boards.
e) Compensation. Directors shall serve without compensation but may be reimbursed for any expenses actually incurred in connection with serving as a Director; provided such expenses have been previously approved by the Board of Directors and incurred in accordance with any BGPRHT policies or procedures governing same.
f) Meetings of the Board of Directors.
1. Call, Notice and Conduct of Meetings. All meetings of the Board of Directors, including without limitation, regular, adjourned regular, special meetings and adjourned special meetings, shall be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act, Government Code sections 54950 et seq.
2. Regular Meetings. Regular meetings of the Board of Directors shall be held at such dates and times as the Board of Directors may fix by resolution; a copy of such resolution shall be furnished to each Party hereto. No notice of any regular meeting of the Board of Directors need be given to the individual Directors.
3. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairperson of the Board or by a majority of the Directors. Notices of all special meetings shall be provided to all Parties.
4. Quorum. A quorum is established if at least a majority of Directors are present at a meeting, except that less than a quorum may adjourn a meeting to another time and place. Unless otherwise provided in this Agreement, actions and decisions of the Board of Directors may be taken by a majority of the quorum present at any meeting.
5. Minutes. The Board of Directors shall cause minutes of all regular, adjourned regular, and special meetings to be kept and present same for approval by the Board of Directors.
6. Officers. The Board of Directors shall elect a chairperson and a vice chairperson from Attachment 2-6
7 among its Directors at the first meeting held in each calendar year. In the event that the c
hairperson or vice chairperson so elected ceases to be a Director, the resulting vacancy shall be filled at the next regular meeting of the Board of Directors held after such vacancy occurs or at a special meeting called for that purpose. In the absence or inability of the chairperson to act, the vice chairperson shall act as chairperson. The chairperson, or in the chairperson's absence, the vice chairperson, shall preside at and conduct all Board of Director meetings.
7. Rules and Regulations. The Board of Directors may adopt, from time to time, by resolution, such rules, regulations and bylaws for the conduct of its meetings and affairs as the Board determines is necessary or convenient.
Section 6. Additional Officers and Employees
a) Officers and Contract Staff.
1. BGPRHT may contract with officers and staff of a Party to this Agreement, or other independent contractors, agents, or volunteers as the Board of Directors may deem necessary to carry out any of BGPRHT's powers, upon such terms and conditions as the Board may require, including the retaining of professional and technical assistance, provided that adequate funds are available in BGP RHT's budget and are appropriated by BGPRHT therefore.
2. None of the officers, agents or staff, if any, directly contracted by BGPRHT shall be deemed, by reason of their roles or duties or contracted status, to be employed by any Party.
3. If BGPRHT contracts with a Party to this Agreement to provide BGPRHT with administrative services through persons who are employees and/or officers of the Party, then any retirement liabilities associated with that Party's employees and/or officers shall not constitute a liability of BGPRHT or any other Party to this Agreement.
4. All privileges and immunities from liability, exemptions from laws, ordinances and rules, and benefits that apply to officers, agents or employees of a member Party shall apply to the same extent when performing duties for BGPRHT.
b) Treasurer and Auditor/Controller. Pursuant to Government Code sections 6505.5 and 6505.6, the Board of Directors shall appoint an officer or employee of BGPRHT to hold the offices of treasurer and auditor of BGP RHT. This officer or employee can be either the treasurer of a Party to this Agreement or a certified public accountant. Such person or persons shall possess the powers of and shall perform the treasurer and auditor functions for BGP RHT required by Attachment 2-7
8 sections 6505, 6505.5 and 6505.6 of the Government Code, including any amendments t
hereto. Pursuant to Government Code section 6505.1, the auditor and treasurer shall have charge of certain property of BGPRHT. The treasurer and auditor shall ensure that there shall be strict accountability of all funds and reporting of all receipts and disbursements of BGPRHT.
The treasurer and auditor of BGPRHT shall be required to file an official bond as required by Government Code section 6505.1 with the Board of Directors in an amount, which shall be established by the Board. Should the existing bond or bonds of any such officer be extended to cover the obligations provided herein, said bond shall be the official bond required herein.
The premiums on any such bonds attributable to the coverage required herein shall be an appropriate expense of BGPRHT.
c) Attorney. The Board of Directors shall have the power to appoint one or more legal advisors to BGPRHT who shall perform such duties as may be prescribed by the Board.
S
ection 7. Financial Provisions
a) Fiscal Year. The Fiscal Year of BGPRHT shall, unless and until changed by the Board of Directors, commence on the 1st day of July of each year and shall end on the 30th day of June of the next succeeding year except that the initial Fiscal Year of BGPRHT shall commence on the effective date of this Agreement and end on the immediately following 30th day of June.
b) Budget.
1. General Budget. Within one hundred and twenty days (120) after the first meeting of the Board of Directors, a general budget for the first fiscal year shall be adopted by the vote of a majority of the membership of the Board of Directors.
2. Expenditures for the Approved Budget . The payment of all BGP RHT obligations is limited to the amount of appropriations allowed in BGPRHT's approved budget, except as it may be revised with the approval of a majority of all of the Directors of the Board of Directors.
3. Administrative Cap of 10%. For the initial state budget appropriation of $23 million in 2022, and future funds, there is a cap of 10% of those funds for Administrative costs.
In the case of specific funding requirements for future funding sources (beyond the initial $23 million state budget appropriation) any funding requirements will be adhered to. c) Accounts and Reports.
1. Books and Records. There shall be strict accountability of all BGPRHT funds and accounts and report of all BGPRHT receipts and disbursements. Without limiting the Attachment 2-8
9 generality of the foregoing, BGP R HT shall establish and maintain such funds and accounts as may be required by good government accounting practice. The books and records of BGPRHT shall be open to inspection at all reasonable times by each Party and its duly authorized representatives.
2. Annual Audit. The person appointed by the Board of Directors to perform the auditor function for BGPRHT shall cause an annual independent audit of the accounts and records of BGPRHT and records to be made by a certified public accountant or firm of certified public accountants in accordance with Government Code section 6505. Such audits shall be delivered to each Party and shall be made available to the public.
3. Annual Financial Report. Pursuant to section 6539. 8 of the Government Code, BGPRHT shall publish an Annual Financial Report that shall describe the funds received by BGPRHT and the use of such funds by BGP RHT. The Annual Financial Report shall describe how the funds received by BGPRHT have furthered the purpose of BGPRHT.
d) Funds. Subject to the applicable provisions of any instrument or agreement which BGPRHT may enter into, which may provide for a trustee or other fiscal agent to receive, have custody of and disburse BGPRHT funds, the person appointed by the Board of Directors to perform the treasurer function for BGPRHT shall receive, have the custody of and disburse BGPRHT funds in accordance with generally accepted accounting practices, shall make the disbursements required by this Agreement or to carry out any of the provisions or purposes of this Agreement.
Section 8. Amendments.
Unless otherwise specifically provided herein, this Agreement may not be amended or modified except by writing and with approval of two- thirds of the governing bodies of all the Parties and no other amendment or modification shall be of any force and effect unless approved in accordance with this Agreement.
Section 9. Non-Liability for Obligations of BGPRHT.
The debts, liabilities and obligations of BGPRHT shall not be considered the debts, liabilities or obligations of any Party or its respective officers, agents, employees, representatives or volunteers. a) Indemnification. The BGPRHT shall defend, indemnify and hold harmless each Party, its officers, agents, employees, representatives and volunteers (the “Indemnitees”) from and against any loss, injury, claim, lawsuit, liability, expense, or damages of any kind or nature Attachment 2-9
10 (collectively, “Claims”) brought by a third party which arises out of or in connection with B
GPRHT’s administration of this Agreement, including such third party claims arising out of or in connection with any Indemnitees acting within their authorized capacity as an officer, agent, employee, representative or volunteer of BGPRHT. The BGPRHT’s duty to defend and indemnify under this Section shall not extend to Claims otherwise arising out of the Indemnitees’ own active negligence, omissions or willful misconduct, whether in whole or part.
The BGPRHT shall finance its obligation pursuant to this Subsection by establishing a liability reserve fund, and/or by purchasing commercial insurance, and/or by joining a joint powers insurance authority (JPIA) as determined by the Board. In the event the BGPRHT’s financial obligations to indemnify, defend and hold harmless, pursuant to this Subsection, exceed the liability reserve fund and/or the proceeds from any applicable insurance and/or JPIA coverage maintained by the BGPRHT (hereinafter “Unfunded Liability”), a Party or Parties may meet and confer with BGP HRT in good faith to negotiate alternative means or mechanisms by which BGPHRT may fund such Unfunded Liability; however, in no event shall the event of an Unfunded Liability relieve, limit or waive BGPHRT’s obligations of indemnity or defense to each Party as first set forth above in this Section. Nothing herein shall obligate any Party to indemnify or hold harmless BGPRHT for any Unfunded Liability.
b) Assignment. Each Party shall assign to the BGPRHT its rights, title, and interest to recover damages from any third party for Claims arising out of this Agreement, to the extent that the BGPRHT has met its obligations to defend and indemnify such Party pursuant to this Section. c) Survival . BGPRHT’s duty to defend, indemnify and hold harmless shall survive and continue in full force and effect after withdrawal of any Party from this Agreement, including as to the withdrawing Party, or termination of this Agreement for any reason with respect to any Claims that occurred before the date of such withdrawal or termination.
S
ection 10. Withdrawal of Parties.
Withdrawal from BGPRHT. A Party may withdraw from BGPRHT upon that Party’s governing body's adoption of a resolution stating its intent withdraw from BGPRHT. The withdrawal of any Party, unless otherwise provided by the Board of Directors, shall be conditioned as follows:
1. The withdrawal shall be effective at the end of the BGP RHT fiscal year which is at least six months after the receipt by BGPRHT of a written notice of the Party’s intent to withdraw, accompanied by a copy of the governing board resolution stating its intent to withdraw; and
2. Unless otherwise provided by a unanimous vote of the Board of Directors, withdrawal shall result in the forfeiture of the withdrawing Party's rights and claims relating to distribution of Attachment 2-10
11 property and funds upon termination of BGP R HT as set forth in Section 2 above. Withdrawn members shall not be entitled to any reimbursement of contributions to administrative costs described in Section 7 of this Agreement.
Section 11. Notices.
Notices required or permitted hereunder shall be sufficiently given if made in writing and delivered either personally or by registered or certified mail, postage prepaid, to the persons and entities listed at the addresses set forth below, or to such other address as may be designated to BGP RHT for formal notice.
C
ity of Burbank
Attn: Patrick Prescott, Community Development Director 275 East Olive Avenue
Burbank, CA 91502
(818) 238-5176
[email protected]
Cit
y of Glendale
Attn: Peter Zovak, Assistant Director of Community Development 141 N. Glendale Avenue, Room 202
Glendale, CA 91206
(818) 548-3111
[email protected]
C
ity of Pasadena
Attn: William Huang, Director of Housing
649 N. Fair Oaks Ave.
Pasadena, CA 91103
(626) 744-8320
[email protected]
S
ection 12. Miscellaneous.
a) Section Headings. The section headings herein are for convenience only and are not to be construed as modifying or governing or in any manner affecting the scope, meaning or intent Attachment 2-11
12 of the provisions or language of this A greement.
b) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same Agreement.
c) Laws Governing. This Agreement is made in the State of California under the Constitution and laws of such State and shall be construed and enforced in accordance with the laws of California.
d) Severability. Should any part, term, portion or provision of this Agreement, or the application thereof to any person or circumstance, be held to be illegal or in conflict with any law of the State of California, or otherwise be rendered unenforceable or ineffectual, it shall be deemed severable, and the remainder of this Agreement or the application thereof to other persons or circumstances shall continue to constitute the agreement the Parties intended to enter into in the first instance.
e) Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the respective Parties hereto. No party may assign any right or obligation hereunder without the written consent of a majority of the other Parties.
IN WITNESS THEREOF, the Parties hereto have caused this Agreement to be executed and attested by their duly authorized officers, as follows:
Attachment 2-12
13 CI
TY OF BURBANK
Signature
Name (Please Print)
Title
A
TTEST:
Office of the City Clerk
[insert typed name and title]
Approved as to Form
Burbank City Attorney’s Office
By:
Signature
Name
Title
Attachment 2-13
14 CI
TY OF GLENDALE
Signature
Name (Please Print)
Title
A
TTEST:
Office of the City Clerk
[insert typed name and title]
Approved as to Form
Glendale City Attorney’s Office
By:
Signature
Name
Title
Attachment 2-14
15 CITY OF PASADENA
Signature
Name (Please Print)
Title
A
TTEST:
Office of the City Clerk
[insert typed name and title]
Approved as to Form
Pasadena City Attorney’s Office
By:
Signature
Name
Title
Attachment 2-15
1 Burbank-Glendale-
Pasadena
Regional Housing Trust
Bylaws
Attachment 2-16
TABLE OF CONTENTS
ARTICLE I NAME ............................................................................................ 3 ARTICLE II BGPRHT MEMBERSHIP ............................................................... 3 ARTICLE III BOARD OF DIRECTORS .............................................................. 4 ARTICLE IV DUTIES OF OFFICERS AND BOARD DIRECTORS .................... 4 ARTICLE V MEETINGS .................................................................................... 5 ARTICLE VI FINANCIAL REVIEW AND OVERSIGHT ...................................... 7 ARTICLE VII BGPRHT BOARD CODE OF CONDUCT ...................................... 7 ARTICLE VIII ADOPTION AND AMENDMENT OF BYLAWS ................................. 9 2 Attachment 2-17
3 Recitals
A. Government Code section 6539.8 authorizes the Cities of Burbank, Glendale, and Pasadena to create a joint powers agency known as the Burbank-Glendale-Pasadena Regional Housing Trust ("BGPRHT"), which is authorized to do any of the following:
1. fund the planning and construction of housing of all types and tenures, including, but not limited to, housing for the homeless population, and/or for persons and families of extremely low, very low, low, and moderate income, as defined in Section 50093 of the Health and Safety Code, including, but not limited to, permanent supportive housing;
2. receive public and private financing and funds; and
3. authorize and issue bonds, certificates of participation, or any other debt instrument repayable from funds and financing received and pledged by BGPRHT.
B. The BGPRHT was established on _____________ _____, 2023, by the execution of the Joint Exercise of Powers Agreement (the “Agreement”) by and between the City of Burbank, City of Glendale, and City of Pasadena.
C. The BGPRHT Board of Directors (“Board”) adopts these bylaws to provide for the organization and administration of BGPRHT , to be effective on _____________ ___, 2023 (“Bylaws”).
D. T
hese Bylaws supplement the Agreement.
ARTICLE I - Name
Bylaws
T
he name of the entity established by the Agreement and as referenced in these Bylaws shall be the “Burbank-Glendale-Pasadena Regional Housing Trust” or “BGPRHT”.
ART
ICLE II – BGPRHT Membership
B
GPRHT is comprised of those entities that have executed the Agreement and not withdrawn (“Members”). As of the date these Bylaws were adopted, membership consists of the Cities of Burbank, Glendale, and Pasadena. If any entity withdraws, these Bylaws do not need to be amended.
Attachment 2-18
4 ARTICLE III – Board of Directors
Section A: Eligibility
Eligibility and appointment to the Board shall be as set forth in Government Code section 6539.8 and the Agreement and as they may be amended. As set forth in the Agreement, Board Directors are appointed by the Members.
S
ection B: Terms and Vacancies
T
erms of office for Directors and vacancies shall be as set forth in Government Code section 6539.8 and the Agreement and as they may be amended.
Section C. Officers
The Board shall select a Chair and a Vice-Chair from its membership on an annual basis at the first meeting of the calendar year. In the event new officers are not selected at such meeting, the current officers shall remain in such positions until successors are elected.
In the event of a mid-term vacancy in the position of Chair, the Vice- Chair shall become the Chair and the Board shall appoint a Director to the position of Vice- Chair at its next meeting or as soon thereafter as determined by the Board. In the event of a mid- term vacancy of the Vice-Chair, the Board shall appoint a Director to the position of Vice-Chair at its next meeting or as soon thereafter as determined by the Board. There shall be no limit on the number of terms a Director may serve as Chair or Vice-Chair.
Section D: Alternates
A
n Alternate may be appointed to each seat by the respective Members. Alternates shall count toward a quorum and have all other rights of the Director for whom they serve as an alternate when the Director is absent from a meeting.
ART
ICLE IV – Duties of Officers and Board Directors
Section A: Duties of the Chair and Vice-Chair
It shall be the duty of the Chair to preside at the meetings of the BGPRHT. In the Chair’s absence, the Vice-Chair shall preside at the meetings of the BGP RHT. If both the Chair and Vice- Chair are absent from a meeting, the Board shall select a Director as the presiding officer for that meeting. The Chair, with the Board’s consent, may change the order in which the Board addresses items listed on any meeting agenda.
Attachment 2-19
5 Section B: Duties of the Board of Directors:
I
n addition to those other duties set forth in these Bylaws and the Agreement, the Directors shall fulfill the following duties:
1. Attend regular meetings of the BGPRHT.
2. Attend special meetings when called by the Chair or a majority of the Board.
3. Plan and coordinate the business and proposed activities of BGPRHT;
4. Review and consider applications for project funding;
5. Review and consider BGP RHT’s financial information, including the Annual Financial Report, any related independent audit, and the BGP RHT’s annual budget;
6. Serve on subcommittees or task forces when appropriate; and
7. Approve agreements that are not within the authority of the Executive Director.
S
ection C: Formation of Subcommittees
T
he Board may create subcommittees or task forces to accomplish the goals and purposes of BGP RHT and to otherwise advise the Board. Appointments to subcommittees shall be made by the Chair with the concurrence of the Board.
Section D: Executive Director
T
he Executive Director, s ubject to the authority of and as directed by the Board, is to serve as chief administrative officer of the BGP RHT and to determine and appoint such staff as is necessary to administer the affairs of the BGPRHT in compliance with all applicable laws and Board adopted policies and regulations.
W
ith the approval of the majority of the Board, the Executive Director is to take such actions as may be necessary to further the BGPRHT’s mission that due to time constraints, cannot await the next regular meeting of the Board, which actions include, but are not limited to, approving a contract that exceeds the Executive Director’s purchasing authority by no more than 20%, and submitting applications for grant funds and similar administrative matters that are time sensitive. All actions requiring approval of the majority of the Board shall, upon such approval, be reported by the Exec utive Director in writing to the Board, either at the time of such approval, or as part of the agenda for the Board’s immediately following regular meeting.
ART
ICLE V – Meetings
Section A: Regular Meetings
Regular meetings of the Board shall be held at least annually at times and locations as Attachment 2-20
6 determined by resolution of a majority of the Board. Meeting notice, agenda, and public comment procedures shall comply with the provisions of the Ralph M Brown Act, Government Code sections 54950 et seq. (“Brown Act”). The Secretary of the Board shall prepare meeting agendas and minutes and assure compliance with all noticing requirements.
S
ection B: Special Meetings
In ac
cordance with the Brown Act, special meetings of BGPRHT may be held at any time upon call of the Chair or a majority of the Board.
S
ection C: Quorum
A
majority of the membership of the Board shall constitute a quorum at any meeting of the Board except that less than a quorum may adjourn a meeting to another time and place. In the absence of a quorum, no action may be taken by the Board.
S
ection D: Voting
A
ll actions of the Board may be taken by a majority of the quorum present at any meeting, except as provided in Article VIII below relating to amendments to these Bylaws. Voting requirements for amendments to the Agreement shall be as set forth in the Agreement.
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ection F: Minutes
T
he Secretary of the Board shall take minutes for all BGP RHT meetings. Minutes shall be prepared in a modified action-taken format, rather than a transcript format. A previous meeting’s minutes shall be considered and approved at the Board’s next meeting or as soon thereafter as the minutes can be prepared.
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ection G: Meeting Procedure
T
he conduct of meetings shall be in accordance with the Brown Act. In the event a question of procedure is raised, it shall be decided in accordance with Robert's Rules of Order (most recent published edition) where the question at issue is not determined by these Bylaws. General Counsel shall advise the Board on such rules of procedure.
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ection H: Location of Meetings
Th
e Board shall endeavor to hold its meetings in locations typical for hosting government meetings, such as council chambers, community rooms or county board or conference rooms. If such location is not available or convenient, the Board may meet at such other location as determined by the Board in accordance with the Brown Act.
Attachment 2-21
7 ARTICLE VI – Financial Review and Oversight
Section A: Annual Financial Report
To ensure the strict accountability of the BGPRHT’s funds, transparency and that such funds are expended to further the purposes for which BGP RHT was formed, the Board shall do the following:
1. Ensure that an Annual Financial Report is prepared, reviewed, adopted and made public annually in accordance with Government Code section 6539.8. As a part of the development of the Annual Financial Report, the Board shall engage a certified public accountant to conduct an independent audit of BGP RHT’s operations in accordance with Government Code section 6505. The auditor must report all findings to the Board in a public meeting, a copy of the audit delivered to each Member, and the audit will be made available to the public for review.
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ection B: Budget
Th
e Annual Budget of BGPRHT shall be prepared by the Executive Director and reviewed and approved by the Board in May or June of each year, in advance of the start of BGPRHT’s next Fiscal Year.
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ection C: BGPRHT Fiscal Year
T
he Fiscal Year of BGPRHT shall be from July 1 to June 30 of each year.
ART
ICLE VII – BGPRHT Board Code of Conduct
T
he purpose of the Code of Conduct is to represent BGP RHT’s commitment to high standards of ethics, public service, collegiality, and transparency. Directors shall at all times endeavor to maintain standards of professional integrity, impartiality, diligence, creativity and productivity consistent with standards for public officials and their oath of office. BGPRHT will act in accordance with federal, state, and local laws and regulations.
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ection A: Compliance with Policies
D
irectors and any subcommittees appointed by the Board will conduct the BGPRHT’s business in accordance with the Agreement and these Bylaws.
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ection B: Conflicts of Interest
1. Directors shall not make or participate in the making of a BGPRHT decision if they have a conflict of interest as defined by the Levine Act—Government Code section 84308, the California Political Reform Act --Government Code section 81000, et. seq., and the regulations promulgated thereunder. In the event a Director has a Attachment 2-22
8 conflict of interest, the Director with the conflict shall disclose the nature thereof in accordance with State law and when required, leave the meeting room.
2. A Director should abstain from a decision even if the Director does not have a conflict of interest as defined in the preceding paragraph, but has a personal bias against a person or entity seeking funding, a contract or other entitlement from the Board to such a degree that the Director cannot participate in the decision in a reasonably impartial manner. In such an event, the Director may simply state that he or she is abstaining from the decision.
3. The Board may not make or enter into a contract in which a Director has a financial interest as defined in Government Code section 1090 et seq. In the event it comes to the attention of a Director that he or she may have such a financial interest, it shall be reported to the Chair and General Counsel for further review. If such a financial interest exists, the Board may not take action on the contract.
4. Directors are required to file a Statement of Economic Interest (Form 700) in the disclosure category as designated in the BGPRHT Conflict of Interest Code.
5. Directors shall not attempt to personally coerce or influence staff in its recommendations regarding the award of contracts, funding or selection of consultants; provided that this shall not be interpreted to in any way to interfere or limit in any way a Director’s discretion to accept or reject staff recommendations in any of these instances.
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ection C: Confidentiality
D
irectors shall maintain the confidentiality of information that is of a confidential nature, whether written or oral, and unless otherwise authorized by the Board, shall not disclose such information to outside parties. Directors shall not report out any information received in a closed session or which is otherwise subject to the attorney/client privilege without Board authorization. This confidential information shall include information which is considered confidential under State law and may otherwise not be subject to disclosure under the Public Records Act, such as personal and private information in applications for funding, which is provided by Members or funding agencies.
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ection D: Gifts or Honoraria
D
irectors shall not solicit or accept gifts, gratuities, honoraria, donations, favors or personal rewards for the purpose of influencing BGP RHT decisions or activities. The receipt of such items shall be further subject to the Political Reform Act. Directors may solicit donations to the BGPRHT to further the BGPRHT purposes. In the event a donation is made to the BGPRHT at the “behest” of a Director, as that term is used in the Political Reform Act, it shall be reported as required by the Political Reform Act.
Attachment 2-23
9 Section E: Harassment
D
irectors shall not engage in any type of unlawful harassment or discrimination. In the event of such conduct, the Chair shall be notified and if the conduct cannot be rectified, the Chair shall report such conduct to the Executive Director and General Counsel for possible removal of the Director for engaging in the unlawful conduct. In the event the Chair is the person engaging in such conduct, it shall be reported to the Vice Chair in the same manner.
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ection F: Participation in Meetings
D
irectors shall respect each other’s individual points of view and refrain from making personal attacks against fellow Directors, staff, presenters and the public. Directors shall participate and vote on all matters on the agenda, unless precluded by law from participation.
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ection F: Laws and Regulations
D
irectors shall conduct themselves and the business of BGP RHT, in accordance with both the letter and intent of all applicable federal, state, and local laws and regulations governing the BGPRHT’s operations.
A
rticle VIII- Amendments and Adoption of Bylaws
T
hese Bylaws shall be adopted and may be amended only by a majority of the membership of the Board. The Bylaws shall not contain any provision in conflict with applicable laws or the Agreement. To the extent there is an inconsistency between the Bylaws and the Agreement, the Agreement shall control. Proposed amendments should, whenever possible, be presented to all Directors at least 15 days prior to the meeting at which the proposed amendment is to be considered by the Board.
Attachment 2-24