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www.modestogov.com
AGENDA
City of Modesto
SPECIAL APPOINTMENTS COMMITTEE / COUNCIL
WORKSHOP
Held Via Teleconference
(To Access Meeting Please See Instructions Below)
Thursday, February 23, 2023 at 3:00 PM
*Roll Call: Rosa Escutia-Braaton, Chair
Chris Ricci, Vice-Chair
Jeremiah Williams, Member
Alternates: David Wright, Sue Zwahlen, Nick Bavaro, Eric Alvarez * Please Note: In order to respond to COVID-19, and pursuant to AB 361, the City will hold this meeting via teleconference and Committee Members will be calling in. “Wordly” can translate into 25+ different languages! To access written translation during the meeting, please scan the QR Code or click this link https://attend.wordly.ai/join/RJDY-6364.
"Wordly" puede traducir a más de 25 idiomas diferentes! Para acceder a la traducción durante la reunión, por favor escanee el código QR o haga clic en el enlace https://attend.wordly.ai/join/RJDY-6364.
THIS MEETING WILL NOT BE PHYSICALLY OPEN TO THE PUBLIC
In order to minimize the spread of the COVID-19 virus, this meeting will be conducted pursuant to AB 361, which amended the Brown Act’s teleconferencing provisions and will not be physically open to the public. You may observe and participate in the meeting via teleconference as indicated below.
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PARTICIPATING IN COMMITTEE MEETINGS IN CONFORMANCE
WITH AB 361
The City of Modesto is providing alternatives to observe and participate in Committee meetings.
If you wish to make either a general public comment or to comment on a specific agenda item, you may use one of the following options:
SUBMITTING COMMENTS BY E-MAIL
Written comments may be submitted via email to: [email protected] (include Agenda Item Number in the subject line). All comments will be shared with the Committee Members and placed in the record but will not be read aloud during the meeting. Written comments must be received two hours before the meeting.
VIRTUAL PARTICIPATION BY ZOOM VIDEO
CONFERENCING AND TELEPHONE
Joining the Committee meeting via Zoom
The City of Modesto is now offering the ability to view and participate in Committee meetings via telephonic conferencing via “Zoom” video conferencing computer technology. The meeting may be accessed through the use of Zoom using the following options:
Enter the following link into an Internet Browser
https://us02web.zoom.us/j/86945970570,
Enter the following link into an Internet Browser https://zoom.us/ and using the Webinar ID 869 4597 0570
Passcode 84326
To use Zoom, please visit: https://zoom.us/ and either sign-up for a free Zoom account or continue as a guest. Once you have downloaded the app onto your mobile device, joined from your web browser, or downloaded the Zoom software on your computer you will be ready for the upcoming Committee meeting.
Joining the Committee meeting via Telephone
If you don’t have a smart phone or computer to access the meeting via Zoom, you can participate by phone, by calling 1-877-853-5257 (Toll Free) or 1-888-475-4499 (Toll Free) and enter the Webinar ID 869 4597 0570 Passcode 84326
Providing Public Comment on Zoom and by Telephone
The Committee Chairman will request public comment during the Public Comment periods on the meeting agendas and during each Regular Calendar Item on the Committee Agenda. Once the Chairman has announced the public comment period, please do one of the following.
USING A COMPUTER OR SMART PHONE APP:
Click on the “Raise Hand” feature in the webinar controls. This will notify City staff that you have raised your hand.
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City staff will unmute your microphone when it is your turn to provide public comment.
A prompt will appear to confirm you would like to be unmuted and then you will have three minutes to provide public comment.
Once your public comment has ended, you will be muted again.
USING A REGULAR PHONE (not using a computer or smart phone APP):
Dial *9 (star 9), this will notify City staff that you have “raised your hand” for public comment.
City staff will unmute your microphone when it is your turn to provide public comment.
You will hear “you are unmuted” and then you will have three minutes to provide public comment.
Once your public comment has ended, you will be muted again. If your phone is unmuted, and you are unable to be heard, the host may ask that you Dial *6 to toggle mute on/off in Zoom.
Additional Zoom resources/support
Please visit Zoom’s website support page on helpful tips to prepare for the meeting:
https://support.zoom.us/hc/en-us/categories/201146643
Council has not delegated directive or final approval authority to the Committees. Committee actions are recommendations to the full City Council, not final decisions on an issue.
PUBLIC COMMENTS
Please refer to special public comment instructions above.
Three-minute time limit per speaker
Only interested persons in the audience may present these matters. Under State law, Committee Members may respond to matters being presented under this item only as follows:
a. Briefly respond to statements made or questions raised. b. Ask a question for clarification.
c. Provide a reference to staff or other resources for factual information. d. Request staff to report back at a subsequent meeting. e. Finally, a Committee Member or the Committee itself may take action to direct staff to place a matter of business on a future agenda.
CONSENT ITEMS - ROLL CALL VOTE REQUIRED:
Information concerning the consent items listed below has been forwarded to each Committee Member prior to this meeting for study. Unless some member of the audience or Committee Member has a question concerning an item and asks that it be withdrawn from the consent list, the Committee approves the items at one time. The action taken by the Committee in approving consent items is set forth in the explanation of this individual item. - 3 -
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Any and all of the following agenda items are subject to action by the Modesto City Council.
This Agenda is on file at the Modesto-Stanislaus Library Reference Room, 1500 I Street, Modesto, in the City Clerk’s Office, Sixth Floor, 10th Street Place, and is available on the City’s Web site at www.modestogov.com.
In accordance with the requirements of Title II of the Americans with Disabilities Act (“ADA”) of 1990, the Fair Employment & Housing Act (“FEHA”), the Rehabilitation Act of 1973 (as amended), Government Code section 11135 and other applicable codes, the City of Modesto (“City”) will not discriminate against individuals on the basis of disability in the City’s services, programs, or activities. For more information, please visit the City of Modesto website at https://www.modestogov.com/865/Americans-with-Disabilities-Act-ADA In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk (209) 577-5396. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting.
CONSENT
An item may be removed from consent and discussed at the request of an audience member or Committee Member.
Consent
1. Consider approving the re-appointment of Shane Cooper and Jim McKay to the Modesto City-County Airport Advisory Committee for an additional four -year term and forwarding to Council for approval. (Funding Source: Not Applicable) Motion approving the re-appointment of Jim McKay to the Airport Advisory Committee for the position of Public-At-Large for an additional four-year term and forwarding to Council for approval.
Motion approving the re-appointment of Shane Cooper to the Airport Advisory Committee for the position of Business Owner/Service Provider for an additional four-year term and forwarding to Council for approval.
PUBLIC WORKS; Gabe da Silva, 209-577-5319, [email protected]
NEW BUSINESS
2. Consider accepting the resignation of Tim Fisher from the Modesto Convention and Visitors Bureau’s Board of Directors and recommending the appointment of a replacement for the remainder of his two-year term; the reappointment of Rodney Cordova and Bert Tabriz for a third and final term; the appointment of new members to fill two additional vacancies for two-year terms; and forwarding to Council for approval. (Funding Source: Not Applicable)
Motion accepting the resignation of Tim Fisher from the Modesto Convention and Visitors Bureau’s Board of Directors and recommending the appointment of a replacement for the remainder of his two-year term through December 31, - 4 -
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2023; the reappointment of Rodney Cordova and Bert Tabriz for a third and final term from January 1, 2023 to December 31, 2024; the appointment of new members to fill two additional vacancies for two-year terms from January 1, 2023 to December 31, 2024; and forwarding to Council for approval.
PRN; Laurie Smith, 209-577-5347, [email protected]
ADJOURNMENT
Posted pursuant to Government Code Section 54954.2 on the bulletin board at Tenth Street Place on at by
date time signature
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CITY OF MODESTO
COMMITTEE AGENDA REPORT
DATE OF MEETING:
February 23, 2023
Date: January 31, 2023
TO: Appointments Committee
Rosa Escutia-Braaton, Chair
Chris Ricci, Vice Chair
Jeremiah Williams, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: Airport Advisory Committee, Re-Appointment of Shane Cooper and Jim McKay CONTACT: Gabe da Silva, Airport Manager [email protected] 209-577-5319 DESCRIPTION:
Consider approving the re-appointment of Shane Cooper and Jim McKay to the Modesto CityCounty Airport Advisory Committee for an additional four-year term and forwarding to Council for approval. (Funding Source: Not Applicable)
STRATEGIC PLAN ELEMENT:
The recommended action supports the City’s Governance and Service Delivery Strategic Plan Initiative: Build community trust in City government through responsive, transparent, and efficient service delivery; Goal I: “Promote trust and engagement between the community and the City.”
BACKGROUND:
The Modesto City-County Airport (Airport) operates for the benefit of all businesses, industries, visitors and residents in the City of Modesto, Stanislaus County, and the surrounding areas. In an effort to ensure that the Airport is maintained and developed in such a manner that it will continue to be a high-quality aviation facility for its users and a good neighbor in the community, the Airport Advisory Committee (AAC) was formed. Interested citizens are appointed as members to the AAC by both the Modesto City Council and the Stanislaus County Board of Supervisors to advise on numerous matters, including policy and planning pertaining to the operation and management of the Airport.
DISCUSSION:
The AAC currently has two positions whose terms will be expiring on April 6, 2023. The first position of Public at Large is held by Jim McKay. Jim, the former chairman of the AAC is a longstanding tenant at the airport and an active pilot. He is active with a variety of airport organizations such as Modesto Area Pilot Association (MAPA) and Commemorative Air Force #1..
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Appointments Committee, February 23, 2023
Airport Advisory Committee, Re-Appointment of Shane Cooper and Jim McKay
(CAF). With Jim being an active user of the airport and its facilities, he has great knowledge of the field and the operations. His extensive years of operating on this field make him a wonderful member to reappoint to the committee. Jim McKay has attended five of the six AAC meetings held in calendar year 2022, giving advanced notice for the one he was unable to attend.
The second position of Business Owner/Service Provider is currently held by Shane Cooper.
Shane is 50% owner of Pacific Aircraft Service (PAS) a business that has been a staple at the Modesto Airport for nearly 40 years. PAS provides full aircraft maintenance and services to both tenants and the public. Their reputation within the aviation world is one that Shane and his partner have built from hard work and great customer service. This reputation brings them business from all over the state for their expertise. Shane’s long-standing relationship with the airport, his knowledge of the airfield and all its customers/tenants, coupled with PAS’s reputation, makes him an excellent member to reappoint to the committee. Shane Cooper has attended five of the six AAC meetings held in calendar year 2022, giving advanced notice for the one he was unable to attend.
FISCAL IMPACT:
Appointing members to a committee is administrative in nature, therefore, does not have a fiscal impact to the General Fund.
RECOMMENDED COMMITTEE ACTION:
Staff Recommendations:
Motion approving the re-appointment of Jim McKay to the Airport Advisory Committee for the position of Public-At-Large for an additional four-year term and forwarding to Council for approval.
Motion approving the re-appointment of Shane Cooper to the Airport Advisory Committee for the position of Business Owner/Service Provider for an additional four-year term and forwarding to Council for approval.
Approved by:
Bill Sandhu, Public Works Director
Joseph P. Lopez, City Manager
Attachments:
1. 2020 AAC Bylaws
2. McKay AAC Application
3. Cooper AAC Application
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BYLAWS OF THE
AIRPORT ADVISORY COMMITTEE
ARTICLE I
AUTHORITY
The Airport Advisory Committee, hereinafter referred to as the “Committee”, has been established by the City of Modesto on August 9, 2011, Resolution #2011-355, and by the Stanislaus County Board of Supervisors on August 16, 2011, Resolution #2011-474.
ARTICLE II
PURPOSE AND INTENT
The City of Modesto operates the Modesto City-County Airport for the benefit of all residents, business owners and visitors in and around the City of Modesto and surrounding areas. The City of Modesto and Board of Supervisors seek to ensure that the Modesto City-County Airport is maintained and developed in such a manner that it will continue to be a high-quality aviation facility for its users and a good neighbor in the community, recognizing that both the users and community may change as the surrounding area continues to grow and develop. The Committee has been established to assist and advise the City of Modesto and Stanislaus County Board of Supervisors in the implementation of these objectives.
ARTICLE III
POWERS AND DUTIES
The powers and duties of the Committee are:
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1. Advise the City of Modesto and the Modesto City Council on policy matters pertaining to the operation and management of Modesto City-County Airport, the uses of property adjacent to the airport if such uses may impact operations at the airport, and any other matters as the City Manager or Modesto City Council may from time to time request relating to the Modesto City-County Airport.
2. Review and make (recommendations regarding plans and policies for airport safety.
3. Review and assist in the preparation of the Airport Master Plan, Airport Business Plan, Airport Capital Improvement Plan, and other related plans and documents.
ARTICLE IV
MEMBERSHIP
The Committee shall consist of seven (7) voting members and three (3) non-voting members with the intent to include a diversity of backgrounds and perspectives on the Committee.
1. Members shall be appointed by the City of Modesto and Stanislaus County Board of Supervisors as follows:
Voting Members: Seven (7) members. The voting members of the Committee should be appointed based on the following criteria.
(a) Public at Large – Two (2) members
(One appointed by Stanislaus County and one by Modesto City Council) Consideration should be made for those who reside within the airport influence area or planning area of the Airport.
(b) Small Aircraft Owner/General Aviation – Two (2) members (One appointed by Stanislaus County and one by Modesto City Council) Members shall be a pilot or owner of a small private aircraft that is based at the Airport. (c) Corporate Aircraft Owner/General Aviation – One (1) member (Appointed by Stanislaus County)
Members should be a pilot/aircraft user or owner who flies primarily for business purposes and who is a tenant at the Airport.
(d) Business Owner/Service Provider – One (1) member
(Appointed by Modesto City Council)
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Member should be associated with a business/service provider who is a tenant at the airport.
(e) Commercial Carrier/Service Provider – One (1) member (Appointed by Modesto City Council)
Member should be associated with a commercial carrier/service provider who is a tenant at the airport.
Non-Voting Members: Three (3) members. The non-voting members shall be a member of the Committee, but shall be without a vote in matters of the business or the Committee. The non-voting members of the Committee should be appointed based on the following criteria.
(a) Stanislaus County Board of Supervisors – One (1) member (Appointed by County Board of Supervisors)
Member should be a member of the Board of Supervisors
(b) Modesto City Council - One (1) member
(Appointed by Modesto City Council)
Member should be a member of the City Council
(c) City of Ceres – One (1) member
(Appointed by Ceres City Council)
Member should be a staff liaison for the City of Ceres
2. Members of the Committee shall reside within Stanislaus County.
3. The terms of office for each Committee member shall be four (4) years, ending on June
30. The terms of the original members shall be staggered so that the terms of no more than two (2) members will expire in any one year.
4. Should a vacancy occur in a Committee position, the appointing agency shall appoint a replacement member to fill only the expired term of the vacant position(s)
5. If the Modesto City Council or Stanislaus County Board of Supervisors do not appoint a new member or reappoint an existing member, on or before the expiration of a member’s term, that member may hold over on a month-to-month basis until such time as the member is either reappointed or a new person has been appointed to the position.
6. The failure of a member to attend 75 percent (75%) of the regular meetings within one year (July through June) shall constitute a tender of resignation by that member, which tender can be accepted by the Committee without further notice. The Committee Clerk #1..
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shall promptly notify the City of Modesto or Stanislaus County Board of Supervisors of such resignation and resulting vacancy.
ARTICLE V
SUBCOMMITTEES
The Committee may form standing or ad hoc subcommittees, as needed.
ARTICLE VI
OFFICERS
1. The officers of the Committee shall be the Chair and Vice Chair.
2. The Committee shall elect from its members, at its regular meeting in July of each year, a Chair and Vice Chair. The Chair and Vice Chair should not serve more than two consecutive one-year terms. The newly elected officers shall take office upon election. A vacancy in either position shall be promptly filled by the Committee, and such replacement officer shall serve out the remainder of the term.
3. It shall be the duty of the Chair to preside over all Committee meetings, to appoint chairs of any standing or ad hoc subcommittees, and to exercise such other powers and perform such other duties as may be prescribed by the Committee.
4. It shall be the duty of the Vice Chair to assist the Chair in the execution of that office, to preside at meetings in the event Chair is absent, and to exercise such other powers and perform such other duties as may be delegated by the Chair or as may be prescribed by the Committee.
5. The Airport Manager shall serve as Clerk to the Committee, but shall not be a member of the Committee, and shall be without a vote in matters of the business of the Committee.
It shall be the duty of the Clerk to maintain the minutes and other records of the Committee, and to receive communications and correspondence addressed to the Committee.
ARTICLE VII
MEETINGS OF THE COMMITTEE
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1. Regular meetings of the Committee shall be held bi-monthly, starting in January, on the third Thursday unless it is a holiday, in which case the meeting shall be held on the Wednesday immediately preceding. Meetings shall be held at the Modesto City-County Airport office. A regular meeting time shall be designated by the Chair.
2. The regular meeting may adjourn and reconvene at any specified time and place with Stanislaus County upon a majority vote of the Committee.
3. Special meetings may be called at the discretion of the Chair, according to Section 54596 of the Government Code.
4. A regular meeting may be cancelled by the Chair, or Vice Chair in the absence of the Chair, not less than forty-eight (48) hours in advance of the meeting, due to an expected lack of a quorum or lack of business. A regular or special meeting may be cancelled by the Chair or Vice Chair at any time due to an emergency. The reason for cancellation shall be noted in the minutes.
5. Agendas for meetings shall be prepared by Committee staff and mailed at least five days prior to a meeting to all Committee members and to others on the approved agenda mailing list. Public notice of all meetings shall be given pursuant to the Brown Act (Government Code Sections 54950 and following) in compliance with the 72-hour posting deadline for regular meetings and the 24-hour deadline for special meetings.
6. All meetings of the Committee shall comply with the Ralph M. Brown Act.
7. Unless otherwise addressed by these Bylaws, the conduct of the affairs of the Committees and subcommittees shall proceed in accordance with the Rules of Order and Procedure as may be adopted by the Committee, or in the absence thereof, in accordance with the provisions of Robert’s Rules of Order.
ARTICLE VIII
QUORUM AND VOTING
1. The presence of four (4) voting members of the Committee shall constitute a quorum for the transaction of all business duly presented at a meeting of the Committee, even if one more members must abstain from voting on a particular item of business, but if less than the full quorum was eligible to vote on the item, the Chair may direct that the item be brought back for reconsideration at the next meeting of the Committee. #1..
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2. Each member of the Committee shall have one vote, which shall be exercised by the member, if present at a meeting, unless required to abstain due to an actual or perceived conflict of interest. Voting by proxy shall not be allowed.
3. A tie shall be a rejection of the approval sought for the agenda item, but if less than the full Committee was present to vote on the item, the Chair may direct that the item be brought back for reconsideration at the next meeting of the Committee.
ARTICLE IX
CONFLICT OF INTEREST
Members of the Committee shall comply with the terms and provisions of the California Political Reform Act, and shall abstain from acting on matters as required by that Act.
ARTICLE X
AMENDMENTS TO BYLAWS
These Bylaws may be amended, repealed, or altered, in whole or in part, upon approval by the Modesto City Council and Stanislaus County Board of Supervisors. A recommendation to amend, repeal, or alter these Bylaws, in whole or in part, may be made by a majority vote of the Committee members present at any duly organized meeting of the Committee, provided that a copy of any amendment proposed for consideration shall be mailed to the last recorded address of each member at least thirty days prior to the date of the meeting. These Bylaws, and any amendments to these Bylaws, shall take effect only upon approval by the City of Modesto and Stanislaus County Board of Supervisors.
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ARTICLE XI
SEVERABILITY
If any provision of these Bylaws, or any portion thereof, is found by any court of competent jurisdiction to be unenforceable or invalid for any reason, such provision shall be severable and shall not in any way impair the enforceability of any other provision of these Bylaws. #1..
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CITY OF MODESTO
COMMITTEE AGENDA REPORT
DATE OF MEETING:
February 23, 2023
Date: January 5, 2023
TO: Appointments Committee
Rosa Escutia-Braaton, Chair
Chris Ricci, Vice-Chair
Jeremiah Williams, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Laurie A. Smith, Director of Parks, Recreation and Neighborhoods Department SUBJECT: Modesto Convention and Visitors Bureau Board of Director Appointments and Reappointments
CONTACT: Laurie A. Smith, Director, [email protected], 209-577-5347 DESCRIPTION:
Consider accepting the resignation of Tim Fisher from the Modesto Convention and Visitors Bureau’s Board of Directors and recommending the appointment of a replacement for the remainder of his term; the reappointment of Rodney Cordova and Bert Tabriz for a third and final term; the appointment of new members to fill two additional vacancies for two-year terms; and forwarding to Council for approval. (Funding Source: Not Applicable) STRATEGIC PLAN ELEMENT:
This action supports the City’s 2020-2025 Strategic Plan’s Area of Focus to promote its economic vitality goals to drive the success of a vibrant and economically sustainable business climate, build and promote a recognizable and desirable identity of the City of Modesto, and to make downtown Modesto a regional destination.
BACKGROUND:
Section 1102 of the Charter of the City of Modesto authorizes the City Council to appoint members to various Boards and Commissions with the recommendation of the City’s Appointments Committee. The purpose of the Modesto Convention and Visitors Bureau is to 1) Attract visitors to the area by promoting and marketing Modesto as a convention, sports, tourism, and leisure travel destination;
2) To provide coordination and leadership for the community and the visitor industry on matter relating to convention activity and tourism;
3) To gather community information designed to convey to opinion leaders and the public at large, the status of the visitor industry; and 4) To work with local government agencies, private enterprise, and other interested parties to structure and implement suitable financing plans. #2..
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Appointments Committee, February 23, 2023
Modesto Convention and Visitors Bureau Board of Director Appointments
In compliance with the CVB Bylaws, the Board of Directors (BOD) shall be comprised of a minimum of seven and no more than nine members. Three (3) Board Members shall represent a major entertainment, restaurant, sports venue, retail business or attraction (Entertainment); two (2) Board Members shall represent the lodging industry within the City of Modesto (Lodging); and two (2) Board Members shall be residents of the City of Modesto which may or may not be directly associated with the tourism, hospitality or entertainment industries, but shall have demonstrated an interest in the City (Resident). When appointing up to nine (9) members, the two (2) additional Board Members shall meet a minimum of one of the aforementioned qualifications (Entertainment, Lodging, or Resident).
DISCUSSION:
The CVB Board of Directors has several seats open for reappointment and/or new appointments. A summary of the current filled and vacant seats, by qualification, is listed and explained below:
CVB Board of Directors
Seat Qualification Status
Seat 1 Entertainment Filled
Seat 2 Entertainment Vacant
Seat 3 Entertainment Vacant
Seat 4 Lodging Filled
Seat 5 Lodging Incumbent Seeking Reappointment
Seat 6 Resident Incumbent Seeking Reappointment
Seat 7 Resident Fisher Resigned / Vacant
Seat 8 Maximum Filled
Seat 9 Maximum Filled
Resignation: By Resolution No 2021-456, Council appointed Tim Fisher, serving as Resident, to a second two-year term. Mr. Fisher has tendered his resignation after serving one year of the two-year term. Mr. Fisher’s departure creates one Resident vacancy to cover the remainder of his term, through December 31, 2023.
Reappointments: Two incumbents, Bert Tabrizi, Lodging representative, and Rodney Cordova, Resident representative, desire to serve a third and final two year term. Both incumbents have attended all scheduled meetings in 2021 and 2022, or have been properly excused in advance.
Pending recommendation by the Appointments Committee and approval by Council, each will serve their final two year term from January 1, 2023 to December 31, 2024.
Vacancies: Fisher’s resignation leaves one Resident vacancy. In addition, the Board has two Entertainment vacancies.
To date, a total of four applications have been received. Of those, three meet the criteria of one or more of the qualifications and one does not. Appointees filling the Entertainment vacancies will serve two-year terms retroactive from January 1, 2023 to December 31, 2024. The #2..
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Appointments Committee, February 23, 2023
Modesto Convention and Visitors Bureau Board of Director Appointments
appointee filling the Resident vacancy due to Fisher’s resignation, will serve the remainder of the term through December 31, 2023. A summary of the vacancies is listed below:
Vacancy Qualification Term
Seat 2 Entertainment 2 Year Term / January 1, 2023-December 31, 2024 Seat 3 Entertainment 2 Year Term / January 1, 2023-December 31, 2024 Seat 7 Resident Remainder of Tim Fishers term through
December 31, 2023
FISCAL IMPACT:
There is no fiscal impact.
RECOMMENDED COMMITTEE ACTION:
Staff Recommendation:
Motion accepting the resignation of Tim Fisher from the Modesto Convention and Visitors Bureau’s Board of Directors and recommending the appointment of a replacement for the remainder of his two-year term through December 31, 2023; the reappointment of Rodney Cordova and Bert Tabriz for a third and final term from January 1, 2023 to December 31, 2024, ; the appointment of new members to fill two additional vacancies for two-year terms from January 1, 2023 to December 31, 2024; and forwarding to Council for approval.
Approved by:
Laurie A. Smith, Director
Parks, Recreation & Neighborhoods Department
Joseph P. Lopez, City Manager
Attachments:
1. Applications
2. Bylaws
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1 Amended
Modesto CVB Board
November 12, 2019
2019 AMENDED AND RESTATED BYLAWS OF
MODESTO CONVENTION AND VISITORS BUREAU, INC.
A California Nonprofit Mutual Benefit Corporation
ARTICLE 1
NAME
The name of this corporation is: Modesto Convention and Visitors Bureau, Inc., (the “Corporation”).
ARTICLE 2
PURPOSE
The Corporation is a nonprofit mutual benefit corporation organized under the Nonprofit Mutual Benefit Corporation Law of California and shall be operated exclusively for non‐profit trade or business development purposes within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, and as set forth in the Articles of Incorporation. The specific purposes for which this Corporation was formed are: (1) To attract visitors to the area by promoting and marketing Modesto as a convention, sports, tourism, and leisure travel destination; (2) to provide coordination and leadership for the community and the visitor industry on matters relating to convention activity and tourism; (3) to gather community information designed to convey to opinion leaders and the public at large the status of the visitor industry; and (4) to work with local governmental agencies, private enterprise and other interested parties to structure suitable financing plans for the Corporation, and to implement those plans.
The Corporation shall be non-profit and non-partisan and shall neither participate in nor lend its support to the election of any candidate for public office.
ARTICLE 3
PRINCIPAL OFFICE
The principal office of the Corporation shall be located in the City of Modesto.
ARTICLE 4
MEMBERSHIP
The Board may provide for a manner in which individuals or businesses may become members of the Corporation, including the imposition of dues for such memberships. Any such program for membership shall be adopted by the Board by resolution and shall not create “members” as that term is defined in California Corporations Code section 5056. #2..
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2 Amended
Modesto CVB Board
November 12, 2019
ARTICLE 5
DIRECTORS
Section 1. Appointment Authority
Appointments to the Board of Directors shall be made by the City Council of the City of Modesto. The Board of Directors shall consist of a minimum of seven (7) and a maximum of nine (9) Directors, as determined from time to time by the City Council of the City of Modesto. No reduction in the number of Directors shall have the effect of removing a Director before his or her term expires.
The Board of Directors shall meet the qualifications and serve for a term as set forth below:
Section 2. Board of Director Appointment and Composition a. Qualifications. Each appointment to the Board of Directors shall be a resident of the City of Modesto or Stanislaus County, or an employee of a business located in the City of Modesto or its metropolitan area, however, at least a majority of the appointees must be residents of the City of Modesto. b. Composition.
Minimum Requirements: The appointments shall be selected so that the composition of the Board meets the following:
i. Three Board members shall represent a major entertainment, restaurant, sports venue, or retail business or attraction in the City of Modesto and reside in Stanislaus County.
ii. Two Board members shall represent the lodging industry within the City of Modesto and shall reside in Stanislaus County.
iii. Two Board members shall be residents of the City of Modesto and may or may not be directly associated with the tourism, hospitality or entertainment industries, but shall have demonstrated an interest in the City.
Maximum Requirements: The appointments shall be selected so that the composition of the Board meets the Minimum Requirements as set forth above and the addition of no more than two Board Members who meet one or more of the aforementioned qualifications.
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b. Term. Three of the initial appointees to the Board of Directors shall serve until the January 1, following the date of their appointment and the remaining four shall serve until the following January 1.
Section 4. Term of Office.
The term of office shall be set as of the first of January. Directors will be appointed for a term of two years and may serve a maximum of three consecutive terms. A director who has been appointed to fill an unexpired term of another director may, upon completion of that appointed term, serve three full, additional, two‐year terms. Board members who have served three consecutive terms are eligible for re-appointment to the Board after a one year absence from the Board.
Section 5 Vacancies.
A vacancy on the Board shall exist on the occurrence of the following:
a. The resignation of any Director
b. The removal of any Director pursuant to Section 16, below c. The Director no longer meets the qualifications set forth in these Bylaws.
In the event of a vacancy, a replacement shall be appointed by the City Council of the City of Modesto to serve the remainder of the term of the vacating Director.
Section 6. General Powers.
Subject to the provisions and limitations of the California Nonprofit Mutual Benefit Corporation Law, and any other applicable laws, the Corporation’s activities shall be governed and managed, and all corporate powers shall be exercised by or under the Board’s direction.
Section 7. Appointment of Chief Executive Officer.
The Board has the power to appoint and remove, at the pleasure of the Board, the Chief Executive Officer (CEO), and to approve the compensation range and describe the powers and duties for that position.
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Section 8. Contracts.
The Board may authorize any officer or officers to enter into any contract or execute and deliver any instrument on behalf of the Corporation and such authority may be general or confined to a specific instance.
Section 9. Loans.
No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Corporation.
The Corporation shall not lend any money or property to, or guarantee the obligation of, any Director or Officer of the Corporation.
Section 10. Payment of Monies.
All checks, drafts, and other orders of payment of money issued in the name of the Corporation within budget shall be signed by such officer or officers, agent or agents, and in such manner as shall be determined by resolution of the Board.
Section 11. Deposits.
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such depositories as the Board may direct by resolution.
Section 12. Meetings.
The Board shall hold regular quarterly meetings in January, April, July, and October. The specific dates, times and location of these meetings shall be established from time to time by resolution of the Board. The agenda for each regular quarterly meeting shall include a fiscal report for the preceding quarter.
The Board may hold adjourned regular meetings at such additional times as may be designated by the Board.
Special meetings may be called by the Chair of the Board, or at the request of a third of the Directors.
Section 13. Compensation.
The Board of Directors may establish a fee to be paid to directors for attendance at meetings. The amount of such fee shall not exceed $50.00 per meeting with a maximum of $50.00 per month, regardless of the number of meetings attended during the month, without #2..
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the written approval of The City of Modesto. No director shall receive any other form of salary or compensation from the Corporation.
Section 14. Agendas and Notice of Meetings.
Agendas for, and Notices of, regular and special meetings shall be prepared and given in the manner required by the Brown Act, found at California Government Code Section 54950 et seq.
Section 15. Quorum and Voting.
A majority of Directors shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by statute, the Articles of Incorporation, or these Bylaws, in which case the act of such greater number shall be required to constitute the act of the Board. If a quorum is not present at any meeting, the Directors present may adjourn the meeting from time to time until a quorum shall be present.
Section 16. Resignations and Removals.
a. Resignation. Any Member of the Board may resign from the Board or a committee at any time by giving notice to the Chair of the Board or the chair of the committee.
b. Removal. If any Member of the Board does not attend two consecutive meetings of the Board without the prior consent of the Chair of the Board, the Chair may remove such Member from his or her position on the Board subject to approval of a majority of the members of the Board of Directors. The Board of Directors may remove any member of any committee at any time with or without cause.
ARTICLE 6
OFFICERS
Section 1. Officers.
The officers of the Corporation shall be the Chair of the Board, the Vice-Chair of the Board, and the CEO. The Board may also appoint such other officers as the business of the Corporation may require.
Section 2. Election.
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All officers, except the CEO, shall be elected by the Board from their own number and shall hold office for two years or until the end of their term, if their term ends prior to the expiration of two years and they are not reappointed to the Board.
Section 3. Positions and Responsibilities.
a. The Chair of the Board. The Chair of the Board shall: Preside at all meetings of the Directors; annually recommend to the Board of Directors a slate of committee chairpersons for appointment by the Board; and, perform such other duties as the Board of Directors shall from time to time designate. The Chair shall serve as an ex-officio member of all committees.
b. Vice-Chair.
The Vice-Chair of the Board shall, in the absence of the Chair, or in the event of his or her death, inability or refusal to act, assume the duties of the Chair. The ViceChair shall also perform such other duties as may be assigned by the Board of Directors. c. Chief Executive Officer (CEO).
The CEO shall have general charge of the business of the Corporation and shall perform all duties delegated him or her by the Board of Directors. d. Secretary.
The Secretary shall keep or cause to be kept a book of minutes of all meetings and actions of the directors or committees, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at meetings of the directors or committees of the Board. e. Treasurer.
The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses and capital. The books of account shall at all reasonable times be open to inspection by any director.
The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered #2..
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by the Board of Directors, shall render to the President and directors, whenever the President or directors request it, an account of all of the transactions of such person operating as Treasurer and of the financial condition of the Corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws.”
ARTICLE 7
COMMITTEES
Section 1. The Executive Committee.
The Executive Committee will be comprised of the CEO, the Chair and Vice-Chair of the Board, two other members of the Board who are elected to the Executive Committee by majority vote of the Board and one member who is appointed by the City of Modesto. The two members who are selected by the majority vote of the Board shall serve on the Committee for two years or until the end of their term on the Board, if their term ends prior to the expiration of two years and they are not reappointed to the Board. The term of the City appointee shall be determined by the City. The City appointee to the Committee shall be a non-voting member of the Committee but shall be entitled to participate fully in all Committee discussion.
The Executive Committee shall perform all duties delegated to it by the Board.
Section 2. Formation of Additional Committees.
The Board may establish other standing or ad hoc committees, in addition to the Executive Committee, as it determines from time to time, by resolution of the Board. The Chair of each such committee shall be selected by a majority of the Board. Committee members shall be appointed by a majority of the Board unless such appointment has been delegated by the Board to the Chair.
ARTICLE 8
FISCAL YEAR
The fiscal year of the Corporation shall be the calendar year July 1 through June 30.
ARTICLE 9
RECORDS AND REPORTS
Section 1. Records.
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The Corporation shall keep adequate and correct books and records of accounts and minutes of the proceedings of the Board and committees. The minutes shall be placed in the minute book of the Corporation with copies sent to the City of Modesto upon approval of minutes by the Board. The Articles of Incorporation and Bylaws of the Corporation, with amendments to current dates, shall also be maintained at the principal office of the Corporation.
Section 2. Budget, Business Plan and Marketing Plan.
No later than June 1 of each year, the Corporation shall provide the City of Modesto with a proposed written Budget, Business and Marketing Plan for the next fiscal year.
Section 3. Annual Report.
The Board shall cause an annual report to be prepared at the end of each fiscal year.
The report shall contain all of the information required by California Corporations Code Section 8321.
ARTICLE 10
LIABILITY AND INDEMNIFICATION
Section 1. Liability.
To the fullest extent allowed by law, there shall be no monetary liability and no cause of action for damages shall arise against any nonpaid Director, including a nonpaid Director who is serving as a nonpaid Officer or committee member of the Corporation.
Section 2. Contracts with Directors and Officers.
No Director of this Corporation, nor any person or entity in which a Director has a material financial interest, shall be interested directly or indirectly, in any contract of other transaction with the Corporation, unless the material facts regarding the Director’s financial interest are fully disclosed to the Board before consideration of the contract or transaction, are noted in the minutes, and are approved in good faith by a majority of the Board by a vote sufficient for that purpose without the vote of the interested Director.
Section 3. Indemnity.
To the fullest extent permitted by law, the Corporation shall indemnify the Directors and Officers, employees and other persons described in California Corporations Code Section 7237(a), including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonable incurred by them in #2..
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connection with any proceeding, as that term is used that section. For purposes of this Section, “expenses” shall have the meaning set forth in Section 7237.
On written request to the Board by any person seeking indemnification under Corporations Code Section 7237, the Board shall promptly decide under Section 7237(e) whether the applicable standard of conduct has been met and, if so, the Board shall authorize indemnification.
Section 4. Insurance.
The corporation shall have the right to purchase and maintain insurance to the fullest extent permitted by law on behalf of its Directors, Officers, employees and other agents, to cover any liability asserted against or incurred by any Director, Officer, employee or agents in such capacity or arising from their status as such.
ARTICLE 11
AMENDMENTS
These bylaws may be amended at any meeting of the Board by a vote of a majority of the Board, except that any provision of the Bylaws which provides that appointments to the Board of Directors shall be made by the City Council of the City of Modesto or any provision which provides a requirement that the Corporation give a notice to, or obtain permission for an action from, the City of Modesto, may not be amended without the prior written approval of the City of Modesto.
3216479.1
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