VERDUGO HOUSING CORPORATION
CHDO CHECKLIST PACKAGE
TABLE OF CONTENTS
1. CITY OF GLENDALE CHDO CHECKLIST…………………….……………………2
ATTACHMENTS:
a. VERDUGO HOUSING CORP ARTICLES OF INCORPORATION….……..7 b. VERDUGO HOUSING CORP BYLAWS……………………………….……12
c. EVIDENCE OF 501(C) STATUS………………………………………….….38
2. EXHIBIT A – AFFIDAVIT OF STANDARDS FOR FINANCIAL MANAGEMENT SYSTEMS, NOTARIZED……………………………………………………………...40
3. EXHIBIT B – KEY STAFF CAPACITY………………………………………………43
ATTACHMENTS:
a. KEY STAFF RESUMES…………………………………………………….…46
b. DOOR OF HOPE MAJOR PROJECTS LIST…………………………….…70
4. EXHIBIT C – HISTORY OF SERVING THE COMMUNITY……………………….71 ATTACHMENTS:
a. COMMUNITY HISTORY STATEMENT……………………………………..73
5. EXHIBIT D – BOARDMEMBER CERTIFICATION REQUIREMENTS…………..74
6. EXHIBIT E – CERTIFICATION OF BOARDMEMBERS…………………………..76 ATTACHMENTS:
a. COMMUNITY HOUSING DEVELOPMENT ORGANIZATION BOARD
MEMBERS SELF-CERTIFICATION FORMS……………………………....79
7. EXHIBIT F – CHDO BOARD COMPLIANCE CERTIFICATION………………….81 EXHIBIT 2
1 Amended and Restated Articles of Incorportion (Verdugo Housing Corporation) 2294\02\4010221.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF VERDUGO HOUSING CORPORATION ARTICLE I. NAME The name of this Corporation is Verdugo Housing Corporation. ARTICLE II. PURPOSE A. This Corporation 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 of California for charitable purposes. B. This Corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). C. The specific charitable purposes of this Corporation are: 1. To provide transitional housing for households moving from emergency shelters for battered individuals and/or homeless shelters; 2. To expand opportunities available to residents of the City of Glendale and the area within the County of Los Angeles by developing, constructing, and operating decent, safe, and sanitary shelter and housing for persons and families who otherwise would not be able to find or afford a suitable place to live; 3. To provide decent, safe, and sanitary housing that is affordable to low-income and moderate-income persons; 4. To assist at-risk families by providing or facilitating services to foster financial stability and emotional health; and, 5. To serve as a member of a limited liability company or general partner in a limited partnership to own and operate affordable housing for the benefit of low-income or at-risk persons who are in need of safe and sanitary shelter or housing and related services. ARTICLE III. MEMBERS This Corporation has no members. 2 Amended and Restated Articles of Incorportion (Verdugo Housing Corporation) 2294\02\4010221.1 ARTICLE IV. LIMITATION OF CORPORATE ACTIVIITIES A. No substantial part of the activities of this Corporation shall consist of lobbying or the carrying on of propaganda or otherwise attempting to influence legislation (except as otherwise permitted by Section 501(h)(9) of the Code), and this Corporation shall not participate in or intervene in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office. B. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code (or the corresponding section of any future federal tax code), or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code (or the corresponding section of any future federal tax code). ARTICLE V. DIRECTORS A. The directors of this Corporation shall be limited to individuals who are either directors of the Board of Door of Hope, a California nonprofit public benefit corporation, or persons who have the approval of Door of Hope. 1. At least one-third (1/3) of the total number of the Directors in office shall be residents of low-income neighborhoods, low-income beneficiaries of programs administered by the U.S. Department of Housing and Urban Development (HUD), other low-income community residents, designees of low-income neighborhood organizations, or designees of nonprofit organizations in the community that address the housing or supportive service needs of low-income households or residents of low-income neighborhoods, consistent with the applicable requirements of 24 CFR 92.2, as may be amended by HUD. 2. In the event that a director of the Corporation ceases to be a Board member of Door of Hope, or if the approval is withdrawn in accordance with the process set forth in the Bylaws of this Corporation, then in either event, such shall constitute automatic resignation as a director of this Corporation. B. The number of directors, manner in which the directors shall be chosen, approved, and removed, their powers, duties, terms of office, the manner of filling vacancies on the board of directors, and the manner of calling and holding meetings of directors shall be as stated in the Bylaws of the Corporation. ARTICLE VI. DEDICATION AND DISPOSITION A. The property of this Corporation is irrevocably dedicated to charitable purposes. No part of the net income or assets of this Corporation shall ever inure to the benefit of or be distributable to, any of its directors or officers, or to the benefit of any private person, except that 3 Amended and Restated Articles of Incorportion (Verdugo Housing Corporation) 2294\02\4010221.1 this Corporation is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. B. In the event of the dissolution or winding up of this Corporation for any reason, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Corporation, shall be distributed to Door of Hope, a California nonprofit public benefit corporation, which is organized and operated exclusively for religious purposes and has established and maintained its tax-exempt status under Section 50l(c)(3) of the Code or the corresponding section of any future federal tax code. ARTICLE VII. BYLAWS Bylaws of this Corporation may be adopted by the directors at any meeting called for that purpose, so long as they are not inconsistent with the provisions of these Articles. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
1 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 BYLAWS OF VERDUGO HOUSING CORPORATION (a California Nonprofit Public Benefit Corporation) ARTICLE 1. NAME The name of this Corporation is Verdugo Housing Corporation. ARTICLE 2. OFFICES Section 2.1 Principal Office. The principal office of the Corporation shall be located in the City of Pasadena, California. The Board of Directors may change the location of this office by resolution of the Board. Any such change shall be noted in these Bylaws by the Secretary. This section may be amended to state the new location. Current address: 221 E. Walnut Street, #112, Pasadena, California 91101 Section 2.2 Other Offices. The Board may at any time establish branch or subordinate offices at any place or places. ARTICLE 3. PURPOSES AND SERVICE AREA Section 3.1 General Purpose: The Corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Section 3.2 Specific Purposes: The specific purposes of this organization are to (1) provide transitional housing for households moving from emergency shelters for battered individuals and/or homeless shelters; (2) expand opportunities available to residents of the City of Glendale and the area within the County of Los Angeles by developing, constructing, and operating decent, safe, and sanitary shelter and housing for persons and families who otherwise would not be able to find or afford a suitable place to live; (3) provide decent, safe, and sanitary housing that is affordable to low-income and moderate-income persons; (4) assist at-risk families by providing or facilitating services to foster financial stability and emotional health; and (5) serve as a member of a limited liability company or general partner in a limited partnership to own and operate affordable housing for the benefit of low-income or at-risk persons who are in need of safe and sanitary shelter or housing and related services. Section 3.3 Community Housing Development Organization: Within the scope of the purposes in this Article, this Corporation is organized and shall be operated to qualify as a Community Housing Development Organization ("CHDO") under the Cranston-Gonzalez 2 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 National Affordable Housing Act of 1990, as amended (42 U.S.C. 12721 et. seq.), and as defined in 24 Code of Federal Regulations (CFR) section § 92.2. In the event that any provision of Section 3.02 is inconsistent with any provision of the Articles of Incorporation, the provisions of the Articles of Incorporation of the Corporation shall prevail and be controlling. Section 3.4 Service Area: The service area of the Corporation shall be the City of Glendale and the area within the County of Los Angeles. ARTICLE 4. LIMITATIONS Section 4.1 This Corporation has been formed under the California Nonprofit Corporation Law for the charitable purposes described in Article 3. above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise permitted by Section 501(h)(9) of the Internal Revenue Code of 1986, as amended), and this Corporation shall not participate or intervene in (including the publication or distribution of statements) on behalf of, or in opposition to, any candidate for public offices. Section 4.2 The Corporation shall not, except in any insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the charitable purposes described in or exercise any powers that are not in furtherance of the purposes described in the Articles of Incorporation. The Corporation may not carry on any activity for the profit of its Officers, Directors or other private persons or distribute any gains, profits or dividends to its Officers, Directors or other persons as such. Furthermore, nothing in Article 3 of these Bylaws shall be construed as allowing the Corporation to engage in any activity not permitted to be carried on (i) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue orporation, contributions to which are deductible under section 170(c)(2) of the Code. ARTICLE 5. DEDICATION OF ASSETS Section 5.1 Property Dedicated to Nonprofit Purposes: The property of the Corporation is irrevocably dedicated to charitable purposes. No part of the net income or assets of the Corporation shall ever inure to the benefit of or be distributable to, any of its Directors or Officers, or to the benefit of any private person, except that the Corporation is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 3 hereof. Section 5.2 Upon the dissolution or winding up of the Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Corporation shall be distributed to Door of Hope, a California nonprofit public benefit corporation, which is organized and operated exclusively for religious purposes and has established and maintained its tax-exempt 3 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 status under Section 50l(c)(3) of the Code or the corresponding section of any future federal tax code. ARTICLE 6. MEMBERSHIP Section 6.1 The Corporation shall have no members within the meaning of Section 5056 of the California Nonprofit Corporation Law. Section 6.2 Any action which would otherwise require approval by a majority of all members or approval of the members shall require only approval of the Board. All rights which would otherwise vest in the members shall vest in the Directors. ARTICLE 7. DIRECTORS Section 7.1 Number of Directors. The authorized number of directors of the Corporation (the "Directors") shall not be less than three (3) or more than twelve (12) until changed by a bylaw amending this Section 7.1. The number of Directors may be increased or decreased by a 51% majority of the Directors. No increase or decrease in the number of Directors shall shorten the term of office of any incumbent Director. A newly created seat on the Board shall be filled in the same manner as a vacancy of a Director. Section 7.2 Selection and Qualifications. The qualifications for Directors are as follows: (a) At least one-third (1/3) of the total number of the Directors in office shall be residents of low-income neighborhoods, low-income beneficiaries of programs administered by the U.S. Department of Housing and Urban Development (HUD), other low-income community residents, designees of low-income neighborhood organizations, or designees of nonprofit organizations in the community that address the housing or supportive service needs of low-income households or residents of low-income neighborhoods, consistent with the applicable requirements of 24 CFR 92.2, as may be amended by HUD. (b) All Directors in office shall be limited to individuals who are either Board members of Door of Hope or non-Board members who have the approval of Door of Hope. In the event that a Director of this Corporation ceases to be a Board member of Door of Hope, or if the aforesaid approval is withdrawn, then in either event, such shall constitute automatic resignation as a Director of this Corporation. (c) No more than one-third (1/3) of the Directors in office shall be officials or employees of a governmental entity or the jurisdiction certifying the Corporation as a CHDO, or appointed by the Directors that are officials or employees of the governmental entity or jurisdiction. 4 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 Section 7.3 Powers. (a) General Corporate Powers. Subject to the limitations of the Articles of Incorporation, California Nonprofit Corporation Law and any other applicable laws, and these Bylaws, the activities and affairs of the Corporation shall be managed, and all corporate powers shall be exercised by or under the direction of the Board of Directors of this Corporation (the "Board of Directors" or "Board"). The Board of Directors may delegate the management of the day-to-day operation of the business of the Corporation to any person or persons, a management company, or committee however composed, provided that the activities and affairs of the Corporation shall be managed, and all corporate powers shall be exercised under the ultimate direction of the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws: 1. To borrow money and incur indebtedness for the purposes of the Corporation, and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidence of debt and securities, therefore. 2. To contract with a person or persons, both inside and outside the Corporation, to conduct fundraising activities on behalf of the Corporation which may result in a net profit to the Corporation, so long as said profit is subsequently spent to support the charitable purposes of the Corporation, as set forth in the California Nonprofit Corporation Law. (b) Board's Ultimate Authority. No assignment, referral, or delegation of the authority of the Board or anyone else shall preclude the Board from exercising the authority required to meet its responsibility for the conduct of the activities of this Corporation and the Board shall retain the right to rescind any such delegation. Section 7.4 Fees and Compensation. The Corporation shall not pay any compensation to Directors for services rendered to the Corporation as Directors, except that Directors may be reimbursed for expenses incurred in the performance of their duties to the Corporation, in reasonable amounts as approved by the Board of Directors. Section 7.5 Restriction on Interested Directors. Not more than forty-nine percent (49%) of the persons serving on the Board of Directors at any time may be Interested Persons, as defined in Article 11. However, any violation of the provisions of this section shall not affect the validity or enforceability of any transaction entered into by the Corporation. Section 7.6 Term of Office. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which they were elected and until the election accordance with these Bylaws and California Nonprofit Corporation Law. Directors shall have a three (3) year term. The Corporation may have staggered terms for its Directors. 5 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 Section 7.7 Election. Each Director of the Board of the Corporation shall be elected at an annual meeting of the Board, unless required to be held earlier because of vacancies. Section 7.8 Vacancies. (a) A vacancy or vacancies in the Board of Directors shall be deemed to exist or may exist on the occurrence of the following: (i) the death, resignation, or removal of any director; (ii) the declaration by the Board of Directors of a vacancy in the office of Director who has been declared of unsound mind by a final order of court, or convicted of a felony, or has been found by a final order or judgment of any court to have breached any duty under Sections 5230-38 of the California Corporations Code dealing with standards of conduct for a director, or has missed three (3) consecutive meetings of the Board of Directors during any one calendar year, (iii) an increase in the authorized number of Directors; or (iv) the failure of the Directors, at any annual or other meeting at which any Director or Directors of this Corporation are elected, to elect the full authorized number of Directors to be voted for at that meeting. (b) If there is a vacancy on the Board, including a vacancy created by the removal of a Director, the Board may fill such vacancy by electing an additional Director as soon as practicable after the vacancy occurs, subject to a proposed Director satisfying the provisions in Section 7.2 (Selection and Qualifications). (c) A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board of Directors, until their successor is appointed, unless such Director resigns, or until their death, resignation or removal from office. Section 7.9 No Removal on Reduction of Number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director in accordance with these Bylaws and California Nonprofit Corporation Law. Section 7.10 Resignations. Director may resign by giving written notice to the Chairperson, the President, the Secretary, or the Board of Directors of this Corporation. Such a written resignation will be effective on the later of (i) the date it is delivered or (ii) the time specified in the written notice that the resignation is to become effective. Acceptance of the resignation by the Board of Directors shall not be necessary to make it effective. (a) If a Director is holding a Board Officer position at the time of resignation, the tendered resignation will cover held officer position(s) as well. (b) No Director may resign if the Corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the California Attorney (c) Notwithstanding this Section 7.11, in the event that a Director of this Corporation ceases to be a Board member of Door of Hope, or the approval of the Director by the 6 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 Door of Hope is withdrawn, then such shall constitute automatic resignation as a Director of this Corporation. Section 7.11 Leave of Absence. A Director may request a leave of absence from the Board of up to one year. If the leave of absence causes an undue burden to the Board of Directors of Directors may elect to consider the leave of absence a temporary vacancy and to fill that vacancy according to Section 7.7 (Election), with the term of the temporary office expiring upon return of the Director taking the leave of absence. Said leave shall not to be charged against the Director Section 7.12 Removal Without Cause. The Board of Directors of this Corporation, by affirmative vote of a majority of the Directors then in office, may remove any Director without cause at any regular or special meeting; provided that the Director to be removed has been notified in writing in the manner set forth in Section 8.5 (Notice of Meetings) that such action would be considered at the meeting. Section 7.13 Freedom from Liability. No Director of this Corporation shall be personally liable for the debts, liabilities or obligations of the Corporation. ARTICLE 8. BOARD MEETINGS Section 8.1 Place of Meetings: Meetings of the Board may be held at the principal office of the Corporation or at any other place within or without the State of California. In the absence of such designation, meetings shall be held at the principal office of the Corporation. Section 8.2 Annual Meetings. The Board shall hold an annual meeting once per calendar year for review and approval of the corporate budget, selection of Officers, and the transaction of other businesses. Section 8.3 Regular Meetings. Other regular meetings of the Board of Directors shall be held at such time as the Board of Directors may from time to time designate by resolution. Notice of any such regular meeting set by resolution of the Board of Directors does not require notice to members of the Board of Directors Section 8.4 Special Meetings. Special meetings of the Board for any purpose(s) may be called at any time by the Chair, President, Secretary or any two (2) Directors. Such meetings shall be held at the place, within or without the State of California designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the Corporation. Section 8.5 Notice of Meetings. Except when the time and place of the annual meeting or regular meeting is set by the Board by resolution in advance, notice of the time and place of all regular and special meetings shall be given to each Director at least forty-eight (48) hours before the date and time of the meeting if delivered personally or by telephone, including a voice messaging system or other system of technology designated to record and communicate messages, 7 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 facsimile, email, or other electronic means, and at least four (4) days before the date of the meeting if given by first class mail or postage prepaid. (a) number, facsimile number, or e-mail address as shown on the records of the Corporation. (b) Any oral notice given personally, by telephone, voice messaging system or other system or technology designed to record and communicate messages may be communicated directly to the Director or to a person who would reasonably be expected to promptly communicate such notice to the Director. (c) Notice of regular meetings may be given in the form of a calendar or schedule that sets forth the date, time, and place of more than one regular meeting. Section 8.6 Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (a) a quorum is present, and (b) either before or after the meeting, each of the Directors who is not present at the meeting signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent does not need to specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Directors can protest the lack of notice only by presenting a written protest to the Secretary either in person, by first-class mail addressed to the Secretary at the principal office of the Corporation as contained on the records of the Corporation as of the date of the protest, or by facsimile addressed to the facsimile number of the Corporation as contained on the records of the Corporation as of the date of the protest. Notice of a meeting need not be given to any Director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. All such waivers, consent, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Section 8.7 Quorum. A quorum of the Board for the transaction of business shall be 51% of the Directors then in office (but no fewer than two Directors). Every act or decision done or made by a majority of the Directors present at a meeting duly held shall be regarded as the act of the Board of Directors, unless a greater number be required by California Nonprofit Corporation Law, the Articles of Incorporation, or these Bylaws. A meeting at which a quorum is initially 8 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 present may continue to transact business notwithstanding the withdrawal of Directors, if any action so taken is approved by at least a majority of the Directors present for such meeting. Section 8.8 Meetings by Telephone, Video, or Teleconference. Any meeting, regular or special, may be held by conference telephone, electronic video communication, or other communications equipment, as long as: (a) All Directors participating in the meeting can hear and community with one another; and all such attendance by Directors in this manner shall be deemed to be present in person at such meeting. (b) Each Director is provided the means of participating in all matters before the Board of Directors, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the Corporation; (c) The Corporation adopts and implements some means of verifying 1) that all persons participating in the meeting are Directors of the Corporation or are otherwise entitled to participate in the meeting, and 2) that all actions of, or votes by, the Board of Directors are taken and cast only by Directors and not by persons who are not Directors. Section 8.9 Attendance. Attendance to Board of Directors meetings is required. Excessive absences (as established by the Board) can result in removal of a Director by a majority vote of the Board. Section 8.10 Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any Directors' meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place is fixed at the adjourned meeting, except as provided in this section. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time and place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment. Section 8.11 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 an action. Such consent( s) 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. Section 8.12 The following actions shall require a vote by a majority of all Directors in office in order to be effective: (a) Approval of contracts or transactions in which a Director has a direct or indirect material financial interest as described in Article 12 (provided that the vote of any interested Director(s) is not counted); (b) Creation of, and appointment to Committees as described in Section 9.1; and, 9 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 (c) Removal of a Director Without Cause as described in Section 7.12. Section 8.13 Actions Requiring 2/3 Vote of the Board and Approval of Door of Hope. Adoption or revocation of a plan of merger; consolidation; voluntary dissolution; bankruptcy or reorganization; or for the sale, lease, or exchange of all or substantially all of the property and assets of the Corporation otherwise than in the usual and regular course of its business, requires the approval of two-thirds (2/3) of the Directors of the Corporation in office and the approval of Door of Hope. Section 8.14 Conduct of Meetings. Meetings of the Board of Directors shall be presided over by the Chairperson or President of the Corporation or, in his, her, or their absence, or, in the absence of the Chairperson or President, by an officer chosen by a majority of the Directors present at such meeting. The Secretary of the Corporation shall act as Secretary for all meetings of the Board, provided that in his her, or their absence, the presiding officer shall appoint another person to act as Secretary of the meeting. Section 8.15 Emergency Bylaws. Notwithstanding anything to the contrary herein, Section 8.6 (Waiver of Notice) applies solely during an emergency, which is the limited period of time during which a quorum cannot be readily convened for action as a result of certain qualifying events or circumstances until the event or circumstance has subsided or ended and a quorum can be readily convened in accordance with the notice and quorum requirements in Sections 8.7 (Quorum) and 8.8 (Meetings by Telephone). (a) Qualifying events or circumstances: 1. A natural catastrophe, including, but not limited to, a hurricane, tornado, storm, high water, wind-driven water, tidal wave, tsunami, earthquake, volcanic eruption, landslide, mudslide, snowstorm, drought, epidemic, pandemic, or disease outbreak. or, regardless of cause, any fire, flood, or explosion; 2. An attack on or within this state or on the public security of its residents by an enemy of this state or on the nation by an enemy of the United States of America, or on receipt by this state of a warning from the federal government indicating that any such enemy attack is probable or imminent; 3. An act of terrorism or other manmade disaster that results in extraordinary levels of casualties or damage or disruption severely affecting the infrastructure, environment, economy, government function, or population, including, but not limited to, mass evacuations; or 4. A state of emergency proclaimed the Governor of the state, including any person serving as Governor in accordance with the California Constitution or Government Code, in which one or more Directors are residents, or an emergency or major disaster declaration by the President of the United States. 10 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 (b) Emergency Actions. In anticipation of or during an emergency, the Board may take any action that it determines to be necessary or appropriate to respond to the emergency, mitigate the effects of the emergency, or comply with lawful federal and state government orders. Any actions taken in good faith during an emergency under this section to bind the Corporation shall not be used to impose liability on a Director, Officer, employee, or Agent. All provisions of the regular Bylaws consistent with these Emergency Bylaws shall remain effective during the emergency. 1. In anticipation of or during an emergency, the Board may take either or affairs: (i) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or Agent resulting from the emergency; (ii) Relocate the principal office or authorize the officers to do so. 2. During an emergency, the Board may take either or both of the (i) Give notice to a Director or Directors in any practicable manner under the circumstances when notice of a meeting of the Board cannot be given to that Director or Directors in the manner prescribed by Section 8.5 (Notice of Meetings); (ii) Deem that one or more Officers present at a Board meeting is a Director, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum. Section 8.16 Rights of Inspection. Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind. The includes the right to copy documents. ARTICLE 9. COMMITTEES Section 9.1 The Board may, by resolution adopted by a majority of the Directors then appoint one or more Directors to a Committee, and delegate to such Committees any of the authority of the Board except with respect to: (a) The approval of any action for which the California Nonprofit Corporation Law also requires approval of the Board or approval of a majority of all Directors of the Board; (b) The filling of vacancies on the Board or in any committee; 11 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 (c) The fixing of compensation of the Directors for any services rendered to the Corporation; (d) The amendment or repeal of Bylaws or the adoption of new Bylaws; (e) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable; (f) The appointment of other Committees of the Board or the members of these Committees; (g) The approval of any self-dealing transaction, as such transactions are defined in Section 5233(a) of the California Nonprofit Corporation Law; or (h) Approve a plan of merger; consolidation; voluntary dissolution; bankruptcy or reorganization; or for the sale, lease, or exchange of all or substantially all of the property and assets of the Corporation otherwise than in the usual and regular course of its business; or revoke any such plan. Section 9.2 The Board may appoint, in the same manner, alternate members of any Committee who may replace any absent member at any meeting of the Committee. The Board shall have the power to prescribe the manner in which proceedings of any such Committee shall be conducted. In the absence of any such prescription, such Committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Section 9.3 Unless the Board or such Committee shall otherwise provide, the regular and special meetings and other actions of any such Committee shall be governed by the provisions, held and taken in accordance with the provisions of Article 8. concerning meetings of Directors, with such changes in the context of Article 8. as are necessary to substitute the Committee and its members for the Board and its members, except that the time for regular meetings of Committees may be determined by resolution of the Board, and special meetings of Committees may also be called by resolution of the Board of Directors. Minutes shall be kept of each meeting of any Committee and shall be filed with the corporate records. The Committee shall report to the Board from time to time as the Board may require. The Board may adopt rules for the governance of any Committee not inconsistent with the provisions by these Bylaws. In the absence of rules adopted by the Board, the Committee may adopt such rules. ARTICLE 10. OFFICERS Section 10.1 Officers. The officers of the Corporation (the "Officers") shall be a Chairperson or President, or both, a Secretary, and a Treasurer or Chief Financial Officer or both. which may be a joint office. Other than the Chairperson, these persons may, but need not be, selected from among the Directors. The Board shall have the power to designate additional Officers, who also need not be Directors, with such duties, powers, titles and privileges as the Board may fix, including such Officers as may be appointed in accordance with Section 10.2 12 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 (Election of Officers). Any number of offices may be held by the same person, except that the Secretary, the Treasurer, and the Chief Financial Officer (if any) may not serve concurrently as either the President or the Chairperson. Section 10.2 Election of Officers. The Officers of the Corporation shall be elected annually by and shall serve at the pleasure of the Board, and until their resignation, removal, or other disqualification from office, or until their respective successors shall be elected. Notwithstanding this Section 10.2, no Officer shall hold more than three (3) consecutive terms of office in any one official position. Section 10.3 Removal of Officers. Any Officer may be removed, either with or without cause, by the Board at any time. Any such removal shall be without prejudice to the rights, if any, of such Officer under any contract or employment. Section 10.4 Resignation of Officers. Subject to the rights, if any, of an Officer under any contract of employment, any Officer may resign at any time by giving written notice to the Board, but without prejudice to the rights, if any, of the Corporation, under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 10.5 Subordinate Officers. The Board may elect, and may empower the Chairperson or President to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board may from time to time determine. Section 10.6 Responsibilities of Officers. (a) Chairpersonbe a Director and shall preside at meetings of the Board as required by Section 8.14 (Conduct of Meetings) and exercise and perform such other powers and duties as may from time to time be assigned to them by the Board or prescribed by these Bylaws. If the Board designates both a Chairperson and a President, the Board shall, by resolution, establish the specific duties carried by each position. (b) Presidentat each meeting of the Board, as required by Section 8.14 (Conduct of Meetings) and exercise and perform such other powers and duties as may from time to time be assigned to them by the Board or prescribed by these Bylaws. If no other person is designated as the chief executive, the President shall, in addition, be the chief executive and shall have the powers and duties prescribed in Section 10.9 (Additional Officers). (c) Secretary. to the following:
13 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 (d) Articles of Incorporation and Bylaws. The Secretary shall certify and keep or cause to be kept at the principal office of the Corporation the original or a copy of the filed Articles of Incorporation and these Bylaws, as amended to date. (e) Book of Minutes. The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may order, a Book of Minutes of all meetings of the Board and its Committees, with the time and place of holdings, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present, and the proceedings thereof. (f) Corporate Records. Upon request, the Secretary shall exhibit or cause to be exhibited at all reasonable times to any Director, or to their Agent or attorney, these Bylaws and the Book of Minutes. (g) Notices and Other Documents. The Secretary shall give, or cause to be given, notice of all meetings of the Board and any Committees thereof required by these Bylaws or by law to be given, and shall distribute the minutes of the meeting of the Board to all members promptly after the meetings. The Secretary shall see that all reports, statements and other documents required by law are properly kept or filed, except to the extent the same are to be kept or filed by the Treasurer. (h) Corporate Seal and Other Duties. The Secretary shall keep or cause to be kept the seal of the Corporation, if any, in safe custody, and shall have such other powers and perform such other duties incident to the office of Secretary as may be prescribed by the Board or these Bylaws. Section 10.7 Treasurer. (a) Books of Account. The Treasurer shall keep and maintain, or cause to be kept or maintained, adequate books and records of accounts of the properties and transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall at all times be open to inspection by any Director at a reasonable time. Treasurer shall cause the books of account to be audited or reviewed each year by a certified public accountant ("CPA") and a report of such audit or review shall be presented to the Board. (b) Financial Reports. The Treasurer shall prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. (c) Deposit and Disbursement of Money and Valuables. The Treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated from time to time by the Board. The Treasurer shall disburse, or cause to be disbursed the funds of the Corporation as may be ordered by the Board, and shall render or cause to be rendered to the President and Directors, upon request, an account of all transactions as Treasurer and of the financial condition of the Corporation, and 14 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 shall have other powers and perform such other duties incident to the office of Treasurer as may be prescribed by the Board or these Bylaws. (d) Bond. If required by the Board, the Treasurer shall give the Corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of their office and for restoration to the Corporation of all its books, papers, vouchers, money, and other property of every kind in their possession or under their control on their death, resignation, retirement, or removal from office. Section 10.8 Chief Executive. Subject to such supervisory powers as may be given by the Board to the Chairperson or President, the Board may hire a chief executive who shall be the general manager of the Corporation, and subject to the control of the Board, shall supervise, direct and control the Corporation's day-to-day activities, business and affairs. The chief executive (who may be referred to as tto hire, supervise and fire all of the employees of the Corporation, under such terms and having such job responsibilities as the chief executive shall determine in their sole discretion, subject to the rights, if any, of the employee under any contract of employment. The chief executive may delegate their responsibilities and powers subject to the control of the Board. They shall have such other powers and duties as may be prescribed by the Board or these Bylaws. Additionally, the Board may, by resolution, appoint the chief executive as an Officer. Section 10.9 Additional Officers. The Board may empower the Chairperson, President, or Chief Executive, to appoint or remove such other Officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board from time to time may determine. Section 10.10 Compensation of Officers. (a) Salaries Fixed by Board. The salaries of Officers, if any, shall be fixed from time to time by resolution of the Board or by the person or Committee to whom the Board has delegated this function, and no Officer shall be prevented from receiving such salary by reason of the fact that they are also a Director, provided, however, that such compensation paid to a Director for serving as an Officer shall only be allowed if permitted under the provisions of Section 7.5 (Restriction on Interested Directors). In all cases, any salaries received by Officers shall be reasonable and given in return for services actually rendered for the Corporation which relate to the performance of the charitable purposes of the Corporation. No salaried Officer serving as a Director shall be permitted to vote on their own compensation as an Officer. (b) Fairness of Compensation. 1. The Board shall periodically review the fairness of compensation, including benefits, paid to every person, regardless of title, with powers, duties, or responsibilities comparable to the Chairperson, President, Chief Executive, Treasurer, or Chief Financial Officer when: (i) Such person is hired; 15 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 (ii) Uemployment; and, (iii) employees are subject to the same general modification of compensation). 2. A Director who receives compensation from the Corporation for 3. The requirement of this Section 10.10(b) shall be satisfied if review and approval is obtained from the Board of Directors or an authorized committee of the Board of Directors that make retention and compensation decisions regarding a particular officer. ARTICLE 11. STANDARDS OF CONDUCT AND CONFLICTS OF INTEREST Section 11.1 Standard of Conduct. Pursuant to Section 5231 of the California Nonprofit Corporation Law, a Director shall perform the duties of a Director, including duties as a member of any Committee, in good faith, in a manner such Director believes to be in the best interest of the Corporation and with such care, including reasonable inquiry, as an ordinary prudent person in a like position 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: (a) One or more Officers or employees of the Corporation whom the Director believes to be reliable and competent in the matters presented; (b) Counsel, independent accountants or other persons as to matters which the Director believes to be within such person's professional or expert competence; or (c) 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, after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted. Section 11.2 Interested Party Transactions. Except as described in Section 11.2 (Interested Party Transaction), the Corporation shall not be a party to any transaction in which one or more of its Directors or Officers has a material financial interest, or with any corporation, firm, association, or other entity in which one or more Directors or Officers has a material financial interest ("Interested Director"). Section 11.3 Requirements to Authorize Interested Party Transactions (a) By the Board of Directors. The Corporation shall not be a party to any transaction described in Section 11.2 unless:
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1. The Corporation enters into the transaction for its own benefit; 2. The transaction is fair and reasonable to the Corporation at the time the transaction is entered into; 3. Prior to consummating the transaction or any part thereof, the Board authorizes or approves the transaction in good faith, by a vote of a majority of Directors then in office (without counting the vote of the interested Directors), and with knowledge of the material transaction; 4. Prior to authorizing or approving the transaction, the Board considers and in good faith determines after reasonable investigation that the Corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and 5. The minutes of the Board meeting at which such action was taken reflect that the Board considered and made the findings described in paragraphs (a) through (d) of this Section 11.3. (b) By a Committee. A Committee shall not approve a transaction described in Section 11.2 unless: 1. The Committee approves the transaction in a manner consistent with the standards set forth in Section 11.3(a); 2. It was not reasonably practicable to obtain approval of the transaction by the Board prior to entering into the transaction; and 3. The Board, after determining in good faith that the two above-enumerated conditions of this Section 11.3(b) are satisfied, ratifies the transaction at its next meeting by a vote of the majority of the Directors in office without counting the vote of the Interested Director or Directors. (c) By the Attorney General, or the court in an action in which the Attorney General is an indispensable party, has approved the transaction before or after it was consummated. Section 11.4 Material Financial Interest. A Director or Officer shall not be deemed to (a) That establishes the compensation of a Director as a Director or Officer; (b) If the contract or transaction is part of a public or charitable program of the Corporation and it is approved or authorized by the Corporation in good faith and without unjustified favoritism, and results in a benefit to one or more Directors or their families only because they are in the class of persons intended to be benefited by the program; or 17 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 (c) Where the interested Director has no actual knowledge of the transaction and it does not exceed the lesser of one percent of the gross receipts of the Corporation for the preceding fiscal year or $100,000. Section 11.5 Loans to Directors and Officers. The Corporation shall not make any loan of money or property to or guarantee the obligation of any Director or Officer, unless approved by the Attorney General; except that the Corporation may advance money to a Director or Officer for expenses reasonably anticipated to be incurred in the performance of duties of such Director or Officer, if in the absence of such advance, such Director or Officer would be entitled to be reimbursed for such expenses by the Corporation. Section 11.6 Interlocking Directorates. No contract or other transaction between the Corporation and any corporation, firm or association of which one or more Directors are directors is either void or voidable because such Director(s) are present at the Board or Committee meeting that authorizes, approves or ratifies the contract or transaction: (a) If thdirectorship are fully disclosed or known to the Board or Committee, and the Board or Committee authorizes, approves or ratifies the contract or transaction in good faith by a vote sufficient without counting the vote of the common Director(s) (subject to the quorum provisions of Article 8); or (b) If the contract or transaction is just and reasonable as to the Corporation at the time it is authorized, approved or ratified. Section 11.7 Duty of Loyalty; Construction with Article 12. Nothing in this Article 11 shall be construed to derogate in any way from the absolute duty of loyalty that every Director and Officer owes to the Corporation. Furthermore, nothing in this Article 11 shall be construed to override or amend the provisions of Article 12. All conflicts between the two articles shall be resolved in favor of Article 12. Section 11.8 Conflict of Interest Policy (the "COI Policy"). The Board will adopt a COI Policy to protect the interests of the Corporation when the Corporation is contemplating entering into a transaction or arrangement that might benefit the private interest of an employee, Officer or Director of the Corporation or might result in a possible excess benefit transaction (i.e., a transaction that benefits a third party) as defined in Section 4958 of the Internal Revenue Code. The COI Policy is intended to supplement but not replace any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations. Section 11.9 COI Definitions. (a) "Interested Person" means any Director, Officer or Committee member who has a direct or indirect Financial Interest, as defined below. (b) "Financial Interest". A person has a Financial Interest if the person has, directly or indirectly, through business, investment, or family member (e.g., sibling, spouse, sibling-in-law, child-in-law, or parent-in-law of any such person):
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1. An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement; 2. A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or 3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A Financial Interest is not necessarily a conflict of interest. Under Section 11.4(b)(1), a person who has a Financial Interest may have a conflict of interest only if the Board or appropriate Committee decides that a conflict of interest exists. ARTICLE 12. INDEMNIFICATION AND INSURANCE Section 12.1 Definitions. For the purposes of this Article 12., the following definitions shall apply: (a) "Agent" means any person who is or was a Director, Officer, employee, or other Agent of the Corporation, or who is or was serving at the request of the Corporation as a Director, Officer, employee, or Agent of another foreign or domestic Corporation, partnership, joint venture, trust or other enterprise, or was a Director, Officer, employee or Agent of a foreign or domestic Corporation which was a predecessor Corporation of the Corporation or of another enterprise at the request of such predecessor Corporation. (b) "Proceeding" in this means any threatened, pending or completed action or Proceeding, whether civil, criminal, administrative or investigative. (c) "Expenses" includes without limitation attorneys' fees and any other expenses reasonably incurred in establishing a right to indemnification under this Article 12. Section 12.2 Applicability of Indemnification Provisions. (a) Successful Defense by Agent. To the extent that an Agent has been successful on the merits in the defense of any Proceeding referred to in this Article 12, or in the defense of any claim, issue, or matter therein, the Agent shall be indemnified against expenses actually and reasonably incurred by the Agent in connection with the claim. (b) Settlement or Unsuccessful Defense by Agent. If an Agent either settles any Proceeding referred to in this Article 12, or any claim, issue, or matter therein, or sustains a judgment rendered against them, then the provisions of Section 12.3 through Section 12.6 shall determine whether the Agent is entitled to indemnification. (c) Actions Brought by Persons Other than the Corporation. Proceedings that P 19 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 Subject to the required findings to be made pursuant to Section 12.2(d), the Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any Proceeding (other than an action by or on behalf of the Corporation to procure a judgement in its favor, an action brought under Section 5233 of the California Nonprofit Public Benefit Corporation Law, or an action brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust), by reason of the fact that such person is or was an Agent, for all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the Proceeding. (d) Action Brought By or On Behalf Of the Corporation. Proceedings that are (i) brought by or in the right of the Corporation, or (ii) by an Officer, Director or person granted relator status by the Attorney General, or by the Attorney General, on the ground that the defendant Director was or is engaging in self-dealing within the meaning of section 5233 of the California Nonprofit Corporation Law, or (iii) by the Attorney General or person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust are referred to in these Bylaws as a P". The Corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any Proceeding by or on behalf of the Corporation, by reason of the fact that such person is or was an Agent, for all expenses actually and reasonably incurred in connection with the defense or settlement of such action. Section 12.3 Required Standards of Conduct. (a) Required Standard of Conduct for Indemnification in Third Party Proceedings. Any indemnification granted to an Agent in Section 12.2 is conditioned on the Board determining, in the manner provided in Section 12.5, that the Agent acted in good faith, in a manner they reasonably believed to be in the best interest of the Corporation, and, in the case of a criminal Proceeding, they must have had no reasonable cause to believe that their conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner they reasonably believed to be in the best interest of the Corporation or that they had reasonable cause to believe that their conduct was unlawful. (b) Required Standard of Conduct for Indemnification in Proceeding By or On Behalf Of the Corporation. Any indemnification granted to an Agent in Section 12.2 is conditioned on the Board determining, in the manner provided in Section 11.5, that the Agent seeking reimbursement acted in good faith, in a manner they believed to be in the best interest of the Corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. Section 12.4 Claims Settled Out of Court. If any Agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of the Corporation, with or without court approval, the Agent shall receive no indemnification for amounts paid pursuant to the terms of the settlement or other disposition. Also, in cases settled or otherwise disposed of without court 20 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 approval, the Agent shall receive no indemnification for expenses reasonably incurred in defending against the Proceeding, unless the Proceeding is settled with the approval of the Attorney General. Section 12.5 Claims and Suits Awarded Against Agent. If any Agent is adjudged to be liable to the Corporation in the performance of the AgentAgent shall receive no indemnification for amounts paid pursuant to the judgment, and any indemnification of such Agent under Section 12.2 for expenses actually and reasonably incurred in connection with the defense of that action shall be made only if both of the following conditions are met: (a) The determination of good faith conduct required by Section 12.3 must be made in the manner provided for in Section 12.3; and (b) Upon application, the court in which the action was brought must determine that, in view of all of the circumstances of the case, the Agent is fairly and reasonably entitled to indemnity for the expenses incurred. If the Agent is found to be so entitled, the court shall determine the appropriate amount of expenses to be reimbursed. Section 12.6 Determination of Agent. The indemnification granted to an Agent in Section 12.2 is conditioned on the findings required by Section 12.3 being made by: (a) The Board by a majority vote of a quorum consisting of Directors who are not parties to the Proceeding; or (b) The court in which the Proceeding is or was pending. Such determination may be made on application brought by the Corporation or the Agent or the attorney or other person rendering a defense to the Agent, whether or not the application by the Agent, attorney, or other person is opposed by the Corporation. Section 12.7 Limitations. No indemnification or advance shall be made under this Article 12, except as provided in Section 12.8 in any circumstances when it appears: (a) That the indemnification or advance would be inconsistent with a provision of the Articles of Incorporation, as amended, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the Proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (b) That the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement. Section 12.8 Advance of Expenses. Expenses incurred in defending any Proceeding may be advanced by the Corporation before the final disposition of the Proceeding upon receipt of an 21 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 undertaking by or on behalf of the Agent to repay the amount of the advance unless it is determined ultimately that the Agent is entitled to be indemnified as authorized in this Article 12. Section 12.9 Contractual Rights of Non-Directors and Non-Officers. Nothing contained in this Article 12 shall affect any right to indemnification to which persons other than Directors and Officers of the Corporation, or any of its subsidiaries, may be entitled by contract or otherwise. Section 12.10 Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any Agent of the Corporation against any liability asserted against or incurred by the Agent in such capacity of 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 this Article 12, provided, however, that a Corporation shall have no power to purchase and maintain such insurance to indemnify any Agent of the Corporation for a violation of Section 5233 of the California Nonprofit Public Benefit Corporation Law. Section 12.11 Non applicability to Fiduciaries of Employee Benefit Plans. This Article 12 does not apply to any Proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in such person's capacity as such, even though such person may also be an Agent of the Corporation as defined in Section 12.1. The Corporation shall have power to indemnify such trustee, investment manager or other fiduciary to the extent permitted by subdivision (f) of Section 207 of the California General Corporation Law. ARTICLE 13. CORPORATE RECORDS AND REPORTS Section 13.1 Book of Minutes. The Corporation shall keep a Book of Minutes which shall contain a record of all actions by the Board or any committee including (i) the time, date and place of each meeting; (ii) whether a meeting is regular or special and, if special, how called; (iii) the manner of giving notice of each meeting and a copy thereof; (iv) the names of those present at each meeting of the Board or any Committee thereof; (v) the minutes of all meetings; (vi) any written waivers of notice, consents to the holding of a meeting or approvals of the minutes thereof; (vii) all written consents for action without a meeting; (viii) all protests concerning lack of notice; and (ix) formal dissents from Board actions. The Book may either be in written form or in any other form capable of being converted into clearly legible tangible form. Section 13.2 Articles of Incorporation and Bylaws. The Corporation shall keep at its principal office, the original or a copy of the filed Articles of Incorporation and Bylaws as amended to date. Section 13.3 Public Inspection of Documents. The Corporation shall comply with the provision of Section 6104 of the Code and 26 CFR 301.6104(d) et seq. to provide copies of the 22 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 following documents to members of the public who make a request for public inspection of documents: (a) The Corporation's application for recognition of exemption (Form 1023) filed with the Internal Revenue Service ("IRS"); (b) All documents submitted to the IRS in support of such application; (c) All documents issued by the IRS with respect to the application; and (d) All annual returns (e.g., Form 990, 990 PF or 990EZ) filed with the IRS for the last three (3) accounting years preceding the request. Section 13.4 Annual report. The Treasurer or Chief Financial Officer shall cause an annual report to be prepared and sent to each Director and Officer of the Corporation, and such other persons as are designated by the Board no later than 180 days after the close of the Corporation's fiscal year. Such annual report shall be prepared in conformity with the requirements of Section 6321 and 6322 of the California Nonprofit Corporation Law now in effect and as it may hereafter be amended. The report shall contain the following information: (a) The assets and liabilities of the Corporation, including trust funds, 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 the Corporation, both unrestricted and restricted to particular purposes, for this fiscal year; (d) The expenses or disbursements of the Corporation for both general and restricted purposes during the fiscal year; (e) A statement of any transaction (1) to which the Corporation, its parent, or its subsidiary was a party, (2) which involved more than $50,000 or which was one of a number of such transactions with the same person involving, in the aggregate, more than $50,000, and (3) in which either of the following Interested Persons had a direct or indirect material financial interest (a mere common directorship is not a financial interest): (i) Any Director or Officer of the Corporation, its parent, or its subsidiary; (ii) Any holder of more than 10% of the voting power of the Corporation, its parent, or its subsidiary. (iii) The statement shall include:
23 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 A. A brief description of the transaction; B. The names of Interested Persons involved; C. Their relationship to the Corporation; D. The nature of their interest in the transaction, and; E. When practicable, the amount of that interest, provided that, in the case of a partnership in which such person is a partner, only the interest of the partnership need be stated. F. A brief description of the amounts and circumstances of any loans, guaranties, indemnifications, or advances aggregating more than $10,000 paid during the fiscal year to any Officer or Director under Article 10 or Article 11. The annual report shall be accompanied by a report of independent accountants on which the annual report is based, or, if there is no such report, the certificate of an authorized Officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation. Section 13.5 Books and Records of Account. The Corporation shall keep adequate and include but are not necessarily limited to accounts of properties and transactions, its assets, liabilities, receipts, disbursements, gains, and losses. Section 13.6 Financial Standards. The Corporation shall maintain standards of financial accountability that conform to 2 CFR 200.302, "Financial Management" and 2 CFR 200.303, "Internal Controls"; Section 13.7 Audited Financial Statements. Audited Financial Statements of the Corporation shall comply with the following provisions: (a) If, independent of the audit requirement set forth in subsection (b) below, the Corporation prepares financial statements that are audited by a CPA, the audited financial statements shall be available for inspection by the California Attorney General and by members of the public no later than nine (9) months after the close of the fiscal year to which the statements relate. (b) The Corporation shall make its annual audited financial statements available to the public in the same manner that is prescribed for IRS Form 990 by the latest revision of Section 6104(d) of the Code and associated regulations. ARTICLE 14. OTHER PROVISIONS 24 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 Section 14.1 Validity of Instruments. Subject to the provision of applicable law, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in writing and any assignment or endorsement thereof executed or entered into between the Corporation and any other person, when signed by the President or Chief Executive shall be valid and binding on the Corporation in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same. Any such instrument may be signed by any other person( s) and in such manner as from time to time shall be determined by the Board and, unless so authorized by the Board, no Officer, Agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount. Section 14.2 Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the California Nonprofit Corporation Law, as amended from time to time, shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural, and the plural number includes the singular. If any competent court of law shall deem any portion of these Bylaws invalid or inoperative, then so far as is reasonable and possible, the remainder of these Bylaws shall be considered valid and operative, and effect shall be given to the intent manifested by the portion deemed invalid or inoperative. The captions and headings in these Bylaws are for convenience only and are not intended to limit or define the scope or effect of any provision. Section 14.3 Formal process for Program Beneficiaries. The Board shall establish a formal process for low-income program beneficiaries to advise the Corporation in its decisions regarding the design, siting, development, and management of affordable housing, to the extent permitted by applicable laws and funding requirements. Section 14.4 Fiscal Year. The fiscal year of the Corporation shall be set by the Board. ARTICLE 15. AMENDMENTS Section 15.1 These Bylaws may be adopted, amended or repealed by the affirmative vote of two thirds (2/3) of the Directors present at a meeting duly held at which a quorum is present. Such action is authorized only at a duly called and held meeting of the Board of Directors for which written notice of such meeting, setting forth the proposed Bylaw revisions with 25 Amended and Restated Bylaws (Verdugo Housing Corporation) 2294\02\4010220.1 explanations, is given in accordance with these Bylaws, unless such notice is waived in accordance with these Bylaws. Section 15.2 Where any provision of these Bylaws requires the vote of a larger proportion of the Directors than otherwise is required by law, such provision may not be altered, amended or repealed except by the vote of such greater number. Section 15.3 No amendment may add a provision that is in conflict with a law or the ARTICLE 16. AMENDMENT OF ARTICLES Section 16.1 Amendment of Articles. Any amendment of the Articles of Incorporation may be adopted by an affirmative vote of two thirds (2/3) of the Board of Directors present at a meeting duly held at which a quorum is present and notice in accordance with Section 8.5 is provided regarding the amendment of the Articles. Section 16.2 Certain Amendments. Notwithstanding the above section of this Article, this Corporation shall not amend its Articles of Incorporation to alter Article V. without the affirmative approval of Door of Hope. ARTICLE 17. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS No director, officer, employee, or other person connected with this Corporation, or any private individual, shall receive at any time any of the net earnings or profit from the operations of the Corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the Corporation in effecting any of its charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors. Furthermore, no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the Corporation. The assets of the Corporation, after all debts have been satisfied, shall be distributed as required by the California Nonprofit Public Benefit Corporation Law and Articles of Incorporation of this Corporation and not otherwise. 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RICHARD GENTILUCCI 1415 Cordova Ave Glendale, CA 91202 Mobile (818) 567-1400 [email protected] Cross-Functional Expertise in Business Development ~ Investor Relations ~ Operations / Project Management A Real Estate Executive and trusted advisor with extensive background delivering strong bottom line results to commercial and residential projects. Track record of accomplishments generating new business, managing investor relations, and overseeing complex projects. Resourceful in innovating business efficiencies, identifying opportunities, and resolving problems. Developed and built $1B+ in commercial (office, industrial, retail) and residential, real estate assets Managed Real Estate Department - Shamrock Holding Inc. (holding company for ) for 20 years; sourced, acquired, built, managed, and sold various properties. Principal Creator and Managing Director of $85M Genesis LA Real Estate Fund Key Areas of Leadership & Expertise Sourcing ~ Managing ~ Bidding ~ Entitlements ~ Estimating Contract Negotiations ~ Cost Analysis ~ Site Selection ~ Risk Assessment ~ Strategic Planning ~ Project Management New Business / Business Line Development ~ Investor Relations ~ Budgeting ~ Problem Solving ~ Cost Analysis ~ Teambuilding ~ Leadership ~ Communications ~ Presentations PROFESSIONAL EXPERIENCE BTG Advisors, LLC (www.btg-advisors.com), Burbank, CA 2005 to Present President / CEO Founding member of an executive team of a company providing consultation and owners representation on commercial, residential, industrial and retail real estate development projects. Services are diverse and include: strategic planning, budgeting, project and construction management, contract negotiations, research and analysis, risk assessment, and site selection. Representative Accomplishments / Projects Since 2019, Im overseeing all aspects of a familys multifamily residential development. We have finished a 13 unit apartment complex, In 2023 we will complete a 19 unit apartment complex with stacked parking, 51 apartment complex with an self-parking system. This year we will commence construction on an 88 modular apartment complex and 88 apartment complex Represented a high-net-worth client providing oversight and direction during the entire development processfrom hiring consultants, negotiating contracts and managing personnel as well as taking over projects where the contractor needed to be removed Provided strategic planning, developed business relationships, and advised on current operations for South Bay commercial development firm. SHAMROCK HOLDINGS, INC. / SHAMROCK CAPITAL ADVISORS, Burbank, CA 1985 to 2005 Senior Vice PresidentShamrock Holdings, Inc Managing DirectorShamrock Capital Advisors Held profit and loss responsibility for high-profile family real estate portfolio. Oversaw $1B+ in acquisitions, development, construction, leasing and asset management of commercial, residential, industrial, and retail projects. Secured zoning modifications allowing greater density and optimized return on capital. Introduced systems that expedited projects and improved cost controls. Representative Accomplishments Negotiated and leased over 2M square feet of office, industrial projects and retail space, and developed 600+ single family detached and attached residences.
RICHARD GENTILUCCI PAGE TWO 1415 Cordova Ave Glendale, CA 91202 Mobile (818) 567-1400 [email protected] Shamrock Holdings / Shamrock Capital Advisors, continued Selected Projects Toscana Active Adult Community481-unit, single family detached development on 100-acre site in Sparks, Nevada. Mandalay Bay Developed 129 stacked flats condominium units with 8 to 9 units per building in Oxnard, CA. West Hills Corporate Village590,000 square foot campus with 3 renovated buildings and 2 newly-constructed buildings. Sourced, raised, invested, and managed $85million Genesis LA Real Estate Fund, produci2005) while spurring community development and job creation in low and moderate-income neighborhoods Early Experience General Contractor /Estimator / Project Manager on major commercial projects including Casinos, Hotels, Libraries, Schools, Restaurants, Churches. PROFESSIONAL DEVELOPMENT ARIZONA STATE UNIVERSITY, Tempe, AZ BS in Construction Engineering Professional Licenses Prior -Real Estate Broker's LicenseState of California Prior - General Contractors License Professional Affiliations (present and past) American Arbitration AssociationFormer Member Urban Land InstituteFormer Executive Committee Member Urban Land Institute Former - Urban Market Place, Chairman University of Southern CaliforniaFormer Lusk Center Executive Committee Member, University of Sothern California Former - Ross Minority Program Board Member Children's Museum of Los AngelesFormer Board Member Publications / Presentations Double Bottom Line Investing (Urban Land Institute) Be Construction Savvy Real Estate (Real Estate Journal of Southern California) Making Real Estate Work for Non-Profits (Non- Profit World) Commercial Property News Conference USC Ross Minority Program USC Lusk 100 Real Estate Retreat Distressed Real Estate Conference ICSC Conference Crocker Symposium RICHARD GENTILUCCI PAGETHREE1415 Cordova Ave Glendale, CA 91202 Mobile (818) 567-1400 [email protected] RESUME ADDENDUMREPRESENTATIVE PROJECTS West Hills Corporate Village, West Hills, CAredevelopment project of former Hughes Electronic Test Center on 30 acres with 5-building, 590,000 square foot corporate campus: negotiated purchase of property, managed construction, budgeting, leasing, and sale. Gateway Plaza, Burbank, CA3-~42,000 square feet of area and parking for 127 vehicles: negotiated purchase of land, hired architect and contractor, negotiated loans, negotiated leases. Sparks, NV Toscana Active Adult Community481unit, single family detached development on 100-acre site Oxnard, CA IMandalay Bay Managed the development - 129 condominiums unit, (3 story stacked flats 8 to 9 units per building) waterways and 50 boat docks. Los Angeles CATook over the project management of a failed 13-unit apartment complex. Responsible form conception to completing of a 19 unit and 51unit apartment complex. Responsible for overseeing the development of a 84 modular apartment. Retained to complete Phase 2 consisting of 7,000 square foot entertainment center, and Phase 3 consisting of guest house, conservatory and gazebo as the owners representative. Van Nuys Airport Industrial Park, Van Nuys, CA 8 buildings on 33,000 square feet: negotiated mezzanine loan, assisted in obtaining zoning variances, approvals and obtained construction loan, reviewed leases, established budget and schedule. The Exchange, Hawthorne, CA104 -tenant office building, R&D facility and 600,000 square feet of airfreight industrial: negotiated mezzanine loan, assisted in obtaining zoning variances, approvals and obtained construction loan, reviewed leases, established budget and schedule. Agua Mansa Industrial Park, Riverside, CA200-acre development on Federal Enterprise Zone: negotiated mezzanine loan, assisted in obtaining zoning variances and approvals, obtained construction loan, reviewed leases, established budget and schedule. South Bay Pavilion, Carson, CAenclosed single-story mall anchored by Sears, IKEA, Target and JC Penny Negotiated mezzanine loan, assisted in obtaining zoning variances, approvals and obtained construction loan, reviewed leases, established budget and schedule Coolmain CastleRefurbished castle in County Cork, Ireland, Ireland originally built in 1792. Completed comprehensive projects over 10-year period.
MMA is a full-service Architectural, Planning, and Design firm specializing in Retail, Hospitality, Mixed-Use, Housing, and Urban Rehabilitation projects. Our firm was founded on the premise that we would provide creative design solutions and excellent client service on every project. Our goal is to reflect and elevate our clients’ business objectives by providing quality design services that deliver exceptional value.We firmly believe that true partnerships can develop from every client relationship. While we tediously focus on individual projects, we never lose sight of the potential long-term working relationships we develop with our clients. Our steadfast commitment to integrity and trust is evident by the long list of clients we have had the pleasure and privilege to work with over many years.Our capabilities range from comprehensive architectural services that include pre-design and agency entitlements through construction. Our team has extensive experience processing projects through discretionary review boards and obtaining government agency approvals in numerous local municipalities. The breadth of our project experience ranges from small store roll-outs to hundred acre retail centers, urban infill housing to mixed-use lifestyle centers.F I R M P R O F I L EOffice120 W. Lime Ave., Suite 120, Monrovia, CA 91016(626) 583-8348www.mmaarchitecture.com“ W E D E S I G N T H O U G H T F U L S O L U T I O N S T O I M P A C T A N D E N R I C HC O M M U N I T I E S. ”MMA is a full-service Architectural, Planning, and Design firm specializing in Retail, Hospitality, Mixed-MMA is a full-service Architectural, Planning, and MMA is a full-service Architectural, Planning, and Use, Housing, and Urban Rehabilitation projects. Design firm specializing in Retail, Hospitality, Mixed-Our firm was founded on the premise that we Use, Housing, and Urban Rehabilitation projects. would provide creative design solutions and Our firm was founded on the premise that we excellent client service on every project. Our goal is would provide creative design solutions and would provide creative design solutions and to reflect and elevate our clients’ business excellent client service on every project. Our goal is objectives by providing quality design services that We firmly believe that true partnerships can develop from every client relationship. While we tediously We firmly believe that true partnerships can develop We firmly believe that true partnerships can develop focus on individual projects, we never lose sight of from every client relationship. While we tediously from every client relationship. While we tediously the potential long-term working relationships we focus on individual projects, we never lose sight of focus on individual projects, we never lose sight of develop with our clients. Our steadfast commitment the potential long-term working relationships we the potential long-term working relationships we to integrity and trust is evident by the long list of develop with our clients. Our steadfast commitment develop with our clients. Our steadfast commitment clients we have had the pleasure and privilege to to integrity and trust is evident by the long list of to integrity and trust is evident by the long list of Our capabilities range from comprehensive architectural services that include pre-design and Our capabilities range from comprehensive Our capabilities range from comprehensive agency entitlements through construction. Our architectural services that include pre-design and architectural services that include pre-design and team has extensive experience processing projects agency entitlements through construction. Our agency entitlements through construction. Our through discretionary review boards and obtaining team has extensive experience processing projects team has extensive experience processing projects government agency approvals in numerous local through discretionary review boards and obtaining through discretionary review boards and obtaining municipalities. The breadth of our project government agency approvals in numerous local experience ranges from small store roll-outs to municipalities. The breadth of our project hundred acre retail centers, urban infill housing to experience ranges from small store roll-outs to experience ranges from small store roll-outs to Office120 W. Lime Ave., Suite 120, Monrovia, CA 91016(626) 583-8348www.mmaarchitecture.comT H O U G H T F U L S O L U T I O N S T O I M P A C T A N D E N R I C HC O M M U N I T I E SM I S S I O N S T AT E M E N TType: S-CorporationSize: 42 EmployeesProfessional Registration: State Of California Licensed Architects, NCARBAffiliations of the company: ICSC
N I C K G E O R G A K O P O U L O SP R O J E C T M A N A G E REXPERIENCE24+ Years in the IndustryEDUCATIONCalifornia State Polytechnic University, Pomona Bachelor of ArchitectureNick’s experience as a project manager began with smaller remodel projects of new shopping centers, multi-story office buildings and renovation projects with extensive interior and exterior upgrades. Nick’s previous experience also includes multi-family projects and LA Unified School District school work.One of Nick’s more current projects is the renovation of the 112-year-old Lacey Boulevard Hospital Building. Some of the challenges with this project involved fitting the programming requirements within a limited available space and upgrading the existing building to meet current accessibility code requirements. This building will be the future home of the County of Kings Behavioral Health Department and provide services for the county residents.Nick always strives to provide the best quality project for MMA’s clients. He enjoys being involved in complex projects that offer a new challenge to his professional development and most importantly projects that bring new life and opportunities to the surrounding community that each project is located within.HIGHLIGHTED RELEVANT EXPERIENCE•Cornerstone Building (Porterville)45,000 SF Ground up 3-Story Building with retail tenants on ground floor and District Attorney and Public Defender offices on 2nd & 3rd levels. •County Of Kings Behavioral Health Offices Renovation (44,000 SF) for future County of Kings Behavioral Health and various offices.
Passionate and driven senior project manager with over 22 years of experience in overseeing the design development, construction documents, construction administration and quality control phase of multiple residential, industrial, institutional, commercial and office projects.Alma has extensive experience managing simultaneous projects of all scales. Her experience extends into multi-phased projects such as the Wild Rivers Water Park. Alma’s ability to keep the lines of communication open throughout the project life cycle and work efficiently within the established budget is vital to success of our firm. Alma is an enthusiastic team leader with strong organizational, analytical and problem-solving skills. She is committed to excellence, personal growth and team development. HIGHLIGHTED RELEVANT EXPERIENCE •Wild Rivers Water Park, Irvine – 24 building, 20- acre regional water park.•New Hope Design Center, Fountain Valley - 5-bldg, 75,000 GSF , conc tilt-up project for the city of Fountain ValleyA L M A G I R O N, R AD I R E C T O R O F P R O D U C T I O NEXPERIENCE22+ Years in the Industry EDUCATIONUniversity of Southern California, Los AngelesBachelor of ArchitectureCERTIFICATIONS/LICENSES/REGISTRATIONS/AFFILIATIONSLicensed Architect in CaliforniaNCARBHIGHLIGHTED RELEVANT EXPERIENCE •The Goods, Sommerville MA – Community Research & Branding for Brand Identity; millwork design & detailing•Golden Road Brewery, Huntington Beach & Atwater Village, CA – TI, Apparel store layout & millwork designStephanie’s experience in environmental graphics, retail, and high-end residential, has equipped her with the skills to contribute to the success of each project in the firm.Stephanie contributes to the design intent and detailing of such projects through brand and community research, hand-sketching, 3D modeling, material selection, Design Development, and shop drawings. Within the realm of interior architecture, she has gained skills in environmental graphics for décor, way-finding, and millwork design. With 9 years of experience in the Architecture and Design industry, Stephanie continues to grow in her profession with enthusiasm as a team player with the drive and willingness to take on complex challenges.S T E P H A N I E C O R T E SI N T E R I O R D E S I G NEXPERIENCE9+ Years in the IndustryEDUCATIONCalifornia State Polytechnic University, Pomona CABachelor of ArchitectureCERTIFICATIONS/LICENSES/REGISTRATIONS/AFFILIATIONSNCARB Daniel Kim is the Director of Design at MMA and is responsible for leading major design projects ranging from retail and commercial to mixed use and housing projects. Over his career, he has designed an extensive portfolio of projects ranging from 60-acre large scale lifestyle centers in Dubai to boutique urban infill food halls in Southern California. He is an incredibly versatile design leader who deeply understands design philosophy and the building blocks of great design. He has traveled to over 100 major cities worldwide, studying the principles of design that undergird incredible architecture from cultures across the globe. He has a relentless passion to understand his clients and end users and works collaboratively to optimize function, creativity, aesthetics, and contextual integration. He is passionate about transforming his community through architecture. He led his own design practice for 6 years, collaborating with MMA on numerous projects and decided in 2023 to join forces and become a part of the competent MMA team. D A N I E L K I M, R AD I R E C T O R O F D E S I G N EXPERIENCE+12 Years in the Industry EDUCATIONUniversity of Southern California, Los AngelesBachelor of ArchitectureCERTIFICATIONS/LICENSES/REGISTRATIONS/AFFILIATIONSLicensed Architect in California
M M A P R O J E C T S
C O U N T Y O F K I N G SB E H A V I O R A L H E A L T H D E P T.H A N F O R D , C AThe County of Kings Office Building in Hanford, CA is a project aimed at transforming a 110-year-old abandoned hospital into office spaces for county departments. The building, which was built in 1910 and expanded in the 1930s and 1940s, has been idle for almost 50 years. The renovation project involves various structural upgrades, including dropping part of the basement floor slab to gain additional ceiling height at the basement level. Structural improvements also include foundation reinforcement at the area where the floor slab was lowered. Additionally, the interior and exterior will be remodeled, and the site will be landscaped to include additional parking areas and outdoor patios for employees. The building is also being improved with various accessibility and egress upgrades to the exterior and interior.During the project the design team along with the construction team were involved with addressing many field discovered conditions during construc-tion which required immediate attention and solutions to keep the schedule of the project on track.The project will be the new home for the County’s Human Services and Behavioral Health agencies, and other smaller county departments that were previously housed off-site from the main government center. The renovation is a significant step towards the consolidation of county services, as well as the preservation of the historic building.The project is a positive development for the community of Hanford, as it will not only bring a local historic building back to life but also provide job opportunities for the people in the area. The project’s groundbreaking ceremony was held on April 13, 2022, and its completion is expected to represent the “past, present and future” of Kings County.PROJECT DURATIONFall 2021 - Spring 2023RELATIONSHIPArchitect of RecordREFERENCESPaynter Realty - OwnerDave Paynter & Jim Sanders(714) 731-8892FIRM RESPONSIBILITIESResponsibilities included: Survey of Existing Building, assisting the county of Kings with schematic interior floor plan lay-outs, preparation of construction documents, coordination with Civil, Landscape, Structural and MEP consultants, plan check submittal, responding to plan check corrections, construction administration.
C O R N E R S T O N EB U I L D I N GP O R T E R V I L L E , C AThe Cornerstone Building is located within the heart of Downtown Porterville. The 3-story office building is situated on a 0.38-acre site and features +/- 44,500 square feet of office and retail space. The building was completed in the spring of 2020 and has been designed from the ground up to meet the specific needs of the County Of Tulare District Attorney and Public Defender Offices.The exterior of the building has a contemporary design with a large picture window, which allows plenty of natural light to flood into the interior spaces. Inside, the building boasts spacious and well-lit offices, conference rooms, and break areas. The design incorporates the latest in energy-efficient technology, including Structural Insulated (SIPS) Panels, LED lighting and HVAC systems to reduce energy consumption and operating costs. The SIPS panels where specified for the main wall and floor assemblies within the building which allowed the construction schedule to be reduced to meet the County of Tulare schedule for opening their offices. The floors were also supported with large open web steel girders that allowed column spans of large distances. The large span between columns allowed the team to design a flexible office layout for the County of Tulare offices as well as provide a flexible space on the ground level for various tenant layout opportunities.The District Attorney and Public Defender Offices each occupy their own floors, which provides both departments with separate and secure workspac-es. To accommodate the sensitive nature of their work, the District Attorney and Public Defender Offices each have their own separate entrances. Each entrance leads to a secure lobby area, which provides access only to the offices of that agency.Overall, this new office building provides a professional and functional space for the District Attorney and Public Defender Offices, while also ensuring the safety and security of their operations. Its completion on time and on budget reflects the dedication and expertise of the project team and ensures that the building will be a valuable asset to the community for years to come.PROJECT DURATIONSummer 2018 - Spring 2020RELATIONSHIPArchitect of RecordREFERENCESPaynter Realty - OwnerDave Paynter & Jim Sanders(714) 731-8892FIRM RESPONSIBILITIESResponsibilities included schematic design, design development, assisting the county of Tulare with schematic interior floor plan layouts, preparation of construction documents, coordination with Civil, Structural, MEP and Building Commissioning Consultants, plan check submittal, responding to plan check corrections and construction administration.
T U L A R E C O U N T Y P R O B AT I O N O F F I C E SV I S A L I A , C AThe Tulare County Probation offices are located at the Visalia Marketplace in the city of Visalia. This project involved remodeling a vacant K-Mart building to provide a new home for the County of Tulare probation department. The project included providing various interior plan studies for the county of Tulare that required multiple iterations to the interior layout in order meet the demands of the probation department. The project included various facade improvements to the existing K-Mart entry tower to provide a new look for the building. Interior improvements included new offices, conference rooms, breakrooms, lactation rooms, utility rooms, IT rooms and various rooms to meet the probation department’s needs. New building lighting, interior lighting, and HVAC units we installed as well to provide energy efficient building performance.This project brought added activity to the Visalia Marketplace. The office building includes an outdoor patio area for the county employees along with private and secure parking for the probation officers.PROJECT DURATIONSummer 2019 - Summer 2020RELATIONSHIPArchitect of RecordREFERENCESPaynter Realty - OwnerDave Paynter & Jim Sanders(714) 731-8892FIRM RESPONSIBILITIESResponsibilities included: Survey of Existing Building, assisting the county of Tulare with schematic interior floor plan layouts, attending meetings with county and developer, preparation of construction documents, coordination with Civil, Landscape, Structural and MEP consultants, plan check submittal, responding to plan check corrections, construction administration.
The Wesley Health & Wellness Center is located in Los Angeles. A center to help the less fortunate. A place of refuge and rehabilitation. The Wellness Center is a safe space for the ever growing unhoused community of Downtown Los Angeles. The scope of the project includes additional floor level construction to existing building, change of use from business (B occupancy) to R1.1, dem-olition of some building elements and interior alterations. There will be the addition of a new vertical exit stairs and elevators. As well as, regrading of the existing perimeter of the building to bring it up to current code requirements.The first floor consists of day to day amenities, such as counseling services, medical exams, screening rooms, offices and group rooms. The newly add-ed second floor will accommodate transitional housing for people dealing with addiction or illness. The second floor also includes spaces for communal dinning and interaction. The color and materials palette for the facade will accentuate the new mix of architectural element that includes, structural glazed tile with custom graphics that highlight the unique values of Wesley Health Center. The redesigned facade will allow the building to blend in with the overall character of the neighborhood. PROJECT DURATIONSummer 2022 - Present RELATIONSHIPArchitect of RecordREFERENCESChris McCauley - OwnerToneman Development(661) 816-6978FIRM RESPONSIBILITIESResponsibilities included: schematic design, space planning, elevation design, design development, preparation of construction documents, coordination with Structural, MEP and Civil consultants, plan check submittal and construction administration.
W E S L E Y H E A LT H & W E L L N E S S C E N T E RL O S A N G E L E S , C A The Gnomon School of VFX, Games & Animation is slated to move to a brand-new, modern campus in the city of North Hollywood by summer 2024 . The new campus will be located within NoHo West, a 25-acre retail and entertainment complex, conveniently situated north of the junction of the 101 freeway and 170 . The new campus will occupy 3-stories of the NoHo West Building and will occupy a total area of 45,000 square feet. The campus will have on-site retail shops & services along with on-site food & drink establishments . The new campus will also feature a 3,000 square feet outdoor patio space. The new campus is designed to create a production-like environment with an atmosphere conducive to creativity and learning. It will house state-of-the-art computer labs, drawing classrooms, a 70 ft. green screen stage, the Gnomon Gallery and additional features. The future new home of Gnomon School of Graphic Arts will continue to be a hub for artistic innovation and a launchpad for successful careers in the creative industry. This project is not only an investment in the future of the school but also in the future of its students, helping them achieve their full creative potential and make a meaningful impact in the world of digital art, visual effects, and animation.PROJECT DURATIONSpring 2022 - PresentRELATIONSHIPArchitect of RecordREFERENCESStephen Moss - CMMerlone Geier Partners(858) 350-1977 FIRM RESPONSIBILITIESResponsibilities included: schematic design, interior space planning, elevation design, design development, prepa-ration of construction documents, coordination with Structural, MEP and Civil consultants, plan check submittal and construction administration. G N O M O N S C H O O L O F V I S U A L E F F E C T SL O S A N G E L E S , C A
HISTORY OF SERVING THE COMMUNITY The organization or its parent organization must be able to show at least one year of serving the community for which the organization is seeking CHDO certification. Parent organization experience counts for this purpose only if the proposed CHDO has been in existence for less than a year. Solely engaging in predevelopment activities for a housing project shall not satisfy the requirement. Indicate type of housing or service, population served, financing sources, and any on-going involvement. Specifically identify under "Location" column all projects or services that are in the immediate geographic area for which CHDO certification is being sought. Describe Completed Development or Services Provided Type of Development and Type of Financing Duration of Project or Service Serves Tenants (T) or Homeowners (H) Location (City and County**) and Population Served: **identify projects/services in geographic area of the applicant, or parent of. Transitional Housing - Bravo Residential (14 units) Multifamily transitional housing Owned by Verdugo Housing Corporation (subsidiary of Door of Hope) Operations supported by private funding 2008–present (ongoing) Serves Tenants Glendale, Los Angeles County Families fleeing domestic violence (women and children) Supportive Services: Case Management Therapy Job & Career Development Housing Navigation Life Skills (financial literacy, parenting, healthy relationships, stress and anger management, housing readiness) Children & Youth Services Case Management & Therapy partially funded by City of Glendale CDBG Remaining services supported through private funding 2008–present (ongoing) Average family engagement ~ 12 months Serves Tenants Glendale, Los Angeles County Families residing at Bravo Residential Transitional Housing Shelter (survivors of domestic violence and their children)