Update 08/21/2025 at 3:45 p.m. Madera City Council Agenda Page 1 of 3 August 22, 2025
NOTICE AND CALL OF THE
SPECIAL MEETING OF THE MADERA CITY COUNCIL
205 W. 4th Street, Madera, California 93637
NOTICE AND AGENDA
Friday, August 22, 2025 Council Chambers
4:00 p.m. City Hall
The Madera City Council meetings are open to the public. This meeting will also be available for public viewing and participation through Zoom. Members of the public may also observe the live-streamed meeting on the City’s website at www.madera.gov/live. Members of the public may comment on agenda items at the meeting or remotely through an electronic meeting via phone by dialing (669) 900- 6833 enter ID: 812 3850 9376 #. Press *9 to raise your hand to comment and *6 to unmute yourself to speak. Comments will also be accepted via email at [email protected] or by regular mail at 205 W. 4th Street, Madera, CA 93637.
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Update 08/21/2025 at 3:45 p.m. Madera City Council Agenda Page 2 of 3 August 22, 2025
CALL TO ORDER:
ROLL CALL: Mayor Cece Gallegos
Mayor Pro Tem Jose Rodriguez, District 2
Councilmember Rohi Zacharia, District 1
Councilmember Steve Montes, District 3
Councilmember Anita Evans, District 4
Councilmember Elsa Mejia, District 5
Councilmember Artemio Villegas, District 6
INVOCATION:
PLEDGE OF ALLEGIANCE:
APPROVAL OF AGENDA:
PUBLIC COMMENT:
Members of the public shall have an opportunity to address the City Council regarding matters on this Agenda at the time the agenda item is called. Speakers should limit their comments to three (3) minutes.
A. CLOSED SESSION:
A-1 Conference with Legal Counsel – Anticipated Litigation Deciding whether to initiate litigation pursuant to Government Code Section 54956.9(d)(4) One Case
B. PETITIONS, BIDS, RESOLUTIONS, ORDINANCES, AND AGREEMENTS:
B-1 Consideration of a Resolution Requesting the Voiding of the Community Benefit Agreement dated August 15, 2024, with Madera Has Culture, Inc. (dba Culture Cannabis Club) Arising from the Corporation’s Suspension by the California Secretary of State Recommendation: Adopt a Resolution of the City Council of the City of Madera Requesting the Voiding of, and Voiding, the Community Benefit Agreement dated August 15, 2024, by and between the City of Madera and Madera Has Culture, Inc. (Corporation Suspended) (Report by Will Tackett) FUTURE MEETING DATES:
Wednesday, September 3, 2025
Wednesday, September 20, 2025
ADJOURNMENT:
The meeting room is accessible to the physically disabled. Requests for accommodations for persons with disabilities such as signing services, assistive listening devices, or alternative format agendas and reports needed to assist participation in this public meeting may be made by calling the City Clerk’s Office at (559) 661-5405 or emailing [email protected] . Those who are hearing impaired may call 711 or 1-800-735-2929 for TTY Relay Service. Requests should be made as soon as practicable as additional time may be required for the City to arrange or provide the requested accommodation.
Requests may also be delivered/mailed to: City of Madera, Attn: City Clerk, 205 W. 4th Street, Madera, CA 93637. At least seventy-two (72) hours’ notice prior to the meeting is requested but not required.
When making a request, please provide sufficient details that the City may evaluate the nature of the request and available accommodations to support meeting participation. Please also provide appropriate contact information should the City need to engage in an interactive discussion regarding the requested accommodation.
Update 08/21/2025 at 3:45 p.m. Madera City Council Agenda Page 3 of 3 August 22, 2025
Please silence or turn off cell phones and electronic devices while the meeting is in session. Regular meetings of the Madera City Council are held the 1st and 3rd Wednesday of each month at 6:00 p.m. in the Council Chambers at City Hall.
Any writings or documents provided to a majority of the City Council within 72 hours of the meeting regarding any item on this agenda will be made available for public inspection at the City Clerk’s office located at 205 W. 4th Street, Madera, CA 93637 and on the City website at www.madera.gov Questions regarding the meeting agenda or conduct of the meeting, please contact the City Clerk’s Office at (559) 661-5405.
Para asistencia en español sobre este aviso, por favor llame al (559) 661-5405.
I, Alicia Gonzales, City Clerk for the City of Madera, declare under penalty of perjury that I posted the above agenda for the Special Meeting of the Madera City Council for August 22, 2025, near the front entrances of City Hall and on the City’s website www.madera.gov at 3:45 p.m. on August 21, 2025. _______________________
Alicia Gonzales, City Clerk
REPORT TO CITY COUNCIL
Approved by:
_________________________________
Council Meeting of: August 22, 2025
Agenda Number: B-1
Will Tackett, Community Development Director
Arnoldo Rodriguez, City Manager
SUBJECT:
Consideration of a Resolution Requesting the Voiding of the Community Benefit Agreement dated August 15, 2024, with Madera Has Culture, Inc. (dba Culture Cannabis Club) Arising from the Corporation’s Suspension by the California Secretary of State.
RECOMMENDATION:
1. Adopt a Resolution of the City Council of the City of Madera Requesting the Voiding of, and Voiding, the Community Benefit Agreement dated August 15, 2024, by and between the City of Madera and Madera Has Culture, Inc. (Corporation Suspended).
SUMMARY:
After an extensive consideration and public participation, in December of 2023 the City Council issued a notice of an award of a Standard Retail or Microbusiness Commercial Cannabis Business (CCB) Permit to six applicants. Consistent with the City’s Cannabis Businesses Ordinance and regulations, each applicant was required to enter into a community benefits agreement.
One of these applicants was Madera Has Culture, Inc. (dba Culture Cannabis Club) (“Culture”).
Culture submitted its community benefits agreement to the City, which was dated August 15, 2024. The community benefits agreement confirmed the issuance of a CCB Permit to Culture.
Under the City’s ordinance, each CCB Permit issued expires 12 months after the date of issuance.
Just before the expiration, Culture submitted applications for a sign permit and a building permit (the property had been previously red tagged for unlawful construction without a permit). When processing the permits, Staff discovered that the California Secretary of State has a California Franchise Tax Board suspension for Culture. These types of corporate entity suspensions are typically associated with failure to pay or file tax returns.
A suspension affects the validity of contracts. Under California law, a suspended corporation is disqualified from exercising its corporate powers, rights, and privileges, including entering into contracts. Revenue and Taxation Code §23301 provides that a corporation's powers may be suspended for failure to pay taxes, and during this suspension, the corporation is prohibited from conducting business activities, including entering into contracts. Additionally, during the suspension period, the corporation is disqualified from exercising any corporate rights, powers, or privileges, except for limited purposes such as filing an application for tax-exempt status or amending its articles of incorporation to establish a new corporate name.
Culture’s suspension calls into question whether it was able to actually enter into a community benefits agreement with the City in the first instance. Even assuming that the agreement is valid, the City Council also has authority to void the agreement as well. Revenue and Taxation Code §23304.1(a), states that contracts made during the period of suspension are “voidable at the request of any party to the contract other than the taxpayer.” This voidability applies to contracts made while the corporation's powers, rights, and privileges are suspended under Revenue and Taxation Code §23301.
The California Secretary of State reports that the suspension has been in effect for more than one year. Culture acknowledged to the City that the corporation knew of the suspension, and the corporation should have had more than sufficient time to address this issue. Despite this, the corporation still remains suspended as of the date of this report and is still unable to conduct business despite the passage of more than 15 months.
Although not directly related to the issue of the voiding of the community benefits agreement, to promote transparency it should be noted that the corporate suspension has other impacts.
For example, Culture’s CCB Permit has now automatically expired as it did not exercise its permit within 12 months (August 15, 2025) as required pursuant to Madera Municipal Code section 6-
5.15. Although Culture did submit application(s) for a sign permit (initially for another applicant that was rejected) and a building permit just before the expiration date, as a suspended corporation it lacks legal authority to engage in such activities because it is disqualified from exercising corporate powers during the suspension period. Even if a compliant application had been submitted with sufficient time to allow for processing, which was not the case, Culture still could not legally obtain permits due to its suspension.
Even though the CCB Permit has automatically expired, or the agreement is voided, Culture may still re-apply along with other applicants for a CCB Permit if the application process is re-opened by the City Council.
FISCAL IMPACT:
There is no significant fiscal impact associated with the recommended action.
ATTACHMENTS:
1. Resolution of the City Council of the City of Madera Requesting the Voiding of the Community Benefit Agreement dated August 15, 2024, by and between the City of Madera and Madera Has Culture, Inc. (Corporate Suspension by the Secretary of State) a. Community Benefit Agreement dated August 15, 2024.
2. California Secretary of State corporate status information for Madera Has Culture, Inc. (Suspended – FTB). See also https://bizfileonline.sos.ca.gov/search/business.
ATTACHMENT 1
Resolution of the City Council of the City of Madera
Requesting the Voiding of the Community Benefit
Agreement dated August 15, 2024, by and between the
City of Madera and Madera Has Culture, Inc.
(Corporate Suspension by the Secretary of State)
Including:
Community Benefit Agreement dated August 15, 2024.
RESOLUTION NO. 25-__
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MADERA,
CALIFORNIA, REQUESTING THE VOIDING OF THE COMMUNITY BENEFIT AGREEMENT DATED AUGUST 15, 2024, BY AND BETWEEN THE CITY OF MADERA AND MADERA HAS CULTURE, INC. (CORPORATION SUSPENDED) WHEREAS, the City of Madera and Madera Has Culture, Inc. (dba Culture Cannabis Club) entered into a Community Benefits Agreement to the City, dated August 15, 2024 (“Agreement”); and
WHEREAS, the City recently discovered that the California Secretary of State has designated Madera Has Culture, Inc., as “Suspended – FTB” and not in good standing, which was acknowledged by its representative. Further, the suspension has been in effect more than a year – including the time Madera Has Culture, Inc., purported to enter into the Agreement; and WHEREAS, a corporation's powers may be suspended for failure to pay taxes, and during this suspension, the corporation is prohibited from conducting business activities, including entering into contracts. Additionally, during the suspension period, the corporation is disqualified from exercising any corporate rights, powers, or privileges, except for limited purposes such as filing an application for tax-exempt status or amending its articles of incorporation to establish a new corporate name.
WHEREAS, Madera Has Culture, Inc.’s suspension at the time it purported to enter into the Agreement calls into question whether it was legally capable of entering into the Agreement with the City in the first instance; and
WHEREAS, even assuming the corporation was legally able to enter into the Agreement and the Agreement is valid, the City Council also has authority to void the agreement; and WHEREAS, to the extent the Agreement is not already void, ŽƌĂƵƚŽŵĂƚŝĐĂůůLJĞdžƉŝƌĞĚ͕ the City Council now desires to request Madera Has Culture, Inc., agree the Community Benefits Agreement dated August 15, 2024, is void such that it is of no further force or effect.
NOW, THEREFORE, be it resolved by the City Council of the City of Madera as follows:
1. The City Council incorporates the recitals as if set forth in fully herein.
2. The City Council finds that Madera Has Culture, Inc. (dba Culture Cannabis Club) was and is a suspended corporation by the California Secretary of State, and that its powers, rights, and privileges are suspended under Revenue and Taxation Code §23301 or as otherwise set forth by law.
ϯ͘ The City Council finds that, to the extent the Agreement was not void from its inception due to Culture’s suspended status at the time of entry, the City is a party to the Community Benefits Agreement dated August 15, 2024, with Madera Has Culture, Inc. The Community Benefits Agreement is attached as Exhibit “A.” ϰ͘ As the governing body of the City of Madera,ƚŽƚŚĞĞdžƚĞŶƚƚŚĞĂŐƌĞĞŵĞŶƚŝƐŶŽƚ ĂůƌĞĂĚLJĞdžƉŝƌĞĚ͕ǁŚŝĐŚƚŚĞŝƚLJďĞůŝĞǀĞƐŝƚŝƐ͕ the City Council requests the voidability of the Community Benefits Agreement dated August 15, 2024, with Madera Has Culture, Inc. It is the intent of the City Council the Agreement is voided both by request and action as contemplated by Revenue and Taxation Code §23304.1(a), or any other statute or law authorizing the Agreement to be voided, and that the Agreement be of no further force or effect to the extent it is not already void as of its inception. ϱ͘ The City Manager, or designee, is authorized to take all actions on behalf of the City to effectuate this Resolution, including to notify Madera Has Culture, Inc., on behalf of the City of the request to void the Community Benefits Agreement dated August 15, 2024, and receiving confirmation from that corporation the Agreement is voided. ϲ͘ This Resolution shall take effect immediately.
***********
ATTACHMENT 2
California Secretary of State corporate status
information for Madera Has Culture, Inc.
(Suspended – FTB).
See also:
https://bizfileonline.sos.ca.gov/search/business.
ATTACHMENT 2