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2025/01/14 City of Rohnert Park Foundation Agenda PacketCITY OF ROHNERT PARK FOUNDATION BOARD SPECIAL MEETING NOTICE AND AGENDA NOTICE IS HEREBY GIVEN THAT A SPECIAL MEETING will be held on January 14, 2025 Open Session: 5:00 p.m. *or soon thereafter the Rohnert Park City Council/RPFA/Successor Agency to CDC Joint Special Meeting is adjourned MEETING LOCATION: CITY HALL - COUNCIL CHAMBER 130 Avram Avenue, Rohnert Park, California SIMULTANEOUS MEETING COMPENSATION DISCLOSURE (Government Code § 54952.3): Members of the City Council receive no additional compensation as a result of convening meeting of the City of Rohnert Park Foundation. Members of the public are encouraged to observe the meeting on Cable Channel 26, by visiting meeting central on our website https://www.rpcity.org/city_hall/city_council/meeting_central or at our YouTube channel at https://www.youtube.com/CityofRohnertPark PUBLIC COMMENTS: Provides an opportunity for public comment on items not listed on the agenda, or on agenda items if unable to comment at the scheduled time (limited to three minutes per appearance and a 30 minute total time limit, or allocation of time determined by Presiding Officer based on number of speaker cards submitted). PLEASE FILL OUT A SPEAKER CARD PRIOR TO SPEAKING Members of the public may also provide advanced comments by email at publiccomment@rpcity.org Comments are requested by 3:00 p.m. on the day of the meeting, but can be emailed until the close of the Agenda Item for which the comment is submitted. Email comments must identify the Agenda Item Number in the subject line of the email. The emails will not be read for the record but will be provided to Board. Please note that all e-mails sent to the Board are considered to be public records and subject to disclosure under the California Public Records Act. NOTE: Time shown for any particular matter on the agenda is an estimate only. Matters may be considered earlier or later than the time indicated depending on the pace at which the meeting proceeds. If you wish to speak on an item under discussion by the Board which appears on this agenda, after receiving recognition from the Chair, please walk to the rostrum and state your name and address for the record. Any item raised by a member of the public which is not on the agenda and may require Board action shall be automatically referred to staff for investigation and disposition which may include placing on a future agenda. If the item is deemed to be an emergency or the need to take action arose after posting of the agenda within the meaning of Government Code Section 54954.2(b), the Board is entitled to discuss the matter to determine if it is an emergency item under said Government Code and may take action thereon. AMERICAN DISABILITY ACT ACCOMMODATION: Any member of the public who needs accommodations should email the ADA Coordinator at jcannon@rpcity.org or by calling 707-588-2221. Notification at least 72 hours prior to the meeting will enable the ADA Coordinator to use her best efforts to provide reasonable accommodations to provide as much accessibility as possible while also maintaining public safety in accordance with the City procedure for resolving reasonable accommodation requests. Information about reasonable accommodations is available on the City website at https://www.rpcity.org/city_hall/departments/human_resources/a_d_a_and_accessibility_resources AGENDA REPORTS & DOCUMENTS: Paper copies of all staff reports and documents subject to disclosure that relate to each item of business referred to on this agenda are available for public inspection at City Hall, 130 Avram Avenue, Rohnert Park, California 94928. Electronic copies of all staff reports and documents subject to disclosure that relate to each item of business referred to on the agenda are available for public inspection on https://www.rpcity.org/city_hall/city_council/meeting_central Any writings or documents subject to disclosure that are provided to all, or a majority of all, of the members of the Board regarding any item on this agenda after the agenda has been distributed will be made available for inspection at City Hall and on our website at the same time. Any writings or documents subject to disclosure that are provided to the Board during the meeting will be made available for public inspection during meeting and on our website following the meeting. ANNOUNCEMENT: Please mute pagers, cellular telephones and all other communication devices upon entering the Council Chamber. 1. CALL TO ORDER/ROLL CALL Gerard Giudice, Chair Emily Sanborn, Vice Chair Susan H. Adams, Director Jackie Elward, Director Samantha Rodriguez, Director 2. PUBLIC COMMENTS 3. CONSENT CALENDAR All items on the Consent Calendar will be considered together by one or more action(s) of the Board Members of the City of Rohnert Park Foundation unless any Board Member or anyone else interested in a consent calendar item has a question about the item. Board Motion/Vote: Adams:______Elward:______ Rodriguez:______Sanborn:______ Giudice:______ a. Approval of City of Rohnert Park Foundation Special Meeting Minutes, November 19, 2024 (This is not a project under California Environmental Quality Act (CEQA)) 4. REGULAR ITEMS A. Establishment of new Chair and Vice Chair of Foundation Board of Directors for the Year of 2025 (This is not a project under California Environmental Quality Act (CEQA)) 1. Staff Report 2. Public Comments 3. Board Discussion B. COMMUNICATIONS/MATTERS TO AND FROM THE BOARD Copies of communications may have been provided to the Board for review prior to this meeting. Board Members desiring to read or discuss any communication may do so at this time. Prior to agenda publication, any Board Member may place an item on this portion of the agenda. Upon the concurrence of two Members, the item may be added to a subsequent agenda for deliberation and action. In accordance with the Brown Act, at the Board meeting, Board Members may not add items hereunder, except for brief reports on his or her own activities or brief announcements regarding an event of community interest. C. ADJOURNMENT CERTIFICATION OF POSTING OF AGENDA I, Sylvia Lopez Cuevas, City Clerk for the City of Rohnert Park, declare that the foregoing agenda was posted and available for review on January 9, 2025, at Rohnert Park City Hall, 130 Avram Avenue, Rohnert Park, California 94928. Executed this 9th day of January, 2025, at Rohnert Park, California. Sylvia Lopez Cuevas Foundation Recording Secretary MINUTES OF THE CITY OF ROHNERT PARK FOUNDATION BOARD SPECIAL MEETING Tuesday, November 19, 2024 Rohnert Park City Hall, Council Chamber 130 Avram Avenue, Rohnert Park, California 1. CITY OF ROHNERT PARK FOUNDATION BOARD SPECIAL MEETING - CALL TO ORDER/ROLL CALL Chairperson Adams called the Special Meeting to order at 6:45 p.m., the notice for which being legally noticed on November 14, 2024. All Directors Present: Susan H. Adams, Chair Gerard Giudice, Vice Chair Jackie Elward, Director Samantha Rodriguez, Director Emily Sanborn, Director 2. PUBLIC COMMENTS None. 3. CONSENT CALENDAR A. Approval of City of Rohnert Park Foundation Special Meeting Minutes, October 8, 2024 B. Accept the Unaudited Fiscal Year 2023-24 Annual Financial Report for the City of Rohnert Park Foundation ACTION: Moved/seconded (Rodriguez/Giudice) to adopt the consent calendar. Motion carried by the following unanimous 5-0-0-0 voice vote: AYES: Elward, Rodriguez, Sanborn, Giudice, and Adams, NOES: None, ABSENT: None, ABSTAINS: None. 4. COMMUNICATIONS/MATTERS FROM OR FOR THE BOARD None. 5. ADJOURNMENT Chairperson Adams adjourned the Special Meeting at 6:45 p.m. _____________________________________ __________________________________ Elizabeth Machado, Recording Secretary Susan H. Adams, Chair City of Rohnert Park Foundation Board City of Rohnert Park Foundation Board Item 3A ITEM NO. 1 Meeting Date: January 14, 2025 Department: Administration Submitted By: Sylvia Lopez Cuevas, Secretary Prepared By: Sylvia Lopez Cuevas, Secretary Agenda Title: Establishment of new Chair and Vice Chair of Foundation Board of Directors for the Year of 2025 ANNOUNCEMENT: Establishment of the Foundation Board of Directors new Chair and Vice Chair for the year of 2025. BACKGROUND: In November of 2008, the City of Rohnert Park (“City”) created a non-profit, charitable corporation called the Focus Rohnert Park Corporation (“Foundation”). The Foundation serves as a governmental component unit of the City: It is a legally separate organization for which the elected officials of the City are financially accountable. In February of 2012, the Foundation officially changed its name to the City of Rohnert Park Foundation. The purpose of the Foundation is to raise and manage funds in connection with civic purposes and projects. Foundation bylaws define “civic purposes” as “focusing resources on and providing funding areas of need in the community of Rohnert Park which enhance new partnerships with community members, nonprofits, foundations, public agencies, and similar entities.” The bylaws define “civic projects” as “focusing resources on and providing projects which sustain or enhance the community of Rohnert Park.” The City of Rohnert Park Foundation by-laws establishes the appointment of Officers and explains their appointed roles in the Foundation. The Foundation by-laws are attached to this agenda report. ANALYSIS: Section 6.4 of the by-laws provides that the role of the Chair shall preside at all meetings of the Board of Directors, and shall submit recommendations to the Board of Directors as he or she may consider proper concerning the business, policies and affairs of the Foundation. Except as otherwise authorized by resolution of the Board of Directors, the Chair or the Chair’s designee is authorized to sign all contracts, notes, conveyances, and other documents in writing in the name of the Foundation. Section 6.5 of the by-laws proves that the role of the Vice Chair shall perform the duties of the Chair in the absence or incapacity of the Chair. In case of the necessity to replace the Chair, the Vice-Chair will perform the Chair’s duties, until such time as the members of the City Council appoint another City Council Member as Mayor. CITY OF ROHNERT PARK FOUNDATION BOARD OF DIRECTORS AGENDA REPORT Item 4A ITEM NO. 2 The Rohnert Park City Council was last reorganized on December 10, 2024. Gerard Giudice was installed as Mayor of the City of Rohnert Park City Council and Emily Sanborn was installed as the Vice Mayor. When the selection of the Officers for the City Council was made, the roles of the Board of Directors paralleled the change per by-laws section 6.2. Specifically, the Mayor became the Foundation Chair, and the Vice Mayor became the Foundation’s Vice Chair. These roles will remain until the Rohnert Park City Council is reorganized. The Rohnert Park City Manager remains as the Executive Director, the Assistant City Manager (Vacant position) as the Assistant Executive Director, the Finance Director as the Treasurer, and the City Clerk as the Secretary. FISCAL IMPACT/FUNDING SOURCE: None. Secretary Approval Date: 12/17/2024 Treasurer Approval Date: N/A City Attorney Approval Date: N/A Executive Director Approval Date: 12/17/2024 Attachments: 1. City of Rohnert Park Foundation By-Laws Item 4A   3    Section 4.2 Minutes and Reports. Each committee of the Board of Directors shall keep regular minutes of its proceedings, which shall be filed with the Secretary. All action by any committee shall be reported to the Board of Directors at the next meeting thereof, and, insofar as rights of third parties shall not be affected thereby, shall be subject to revision and alteration by the Board of Directors. Section 4.3 Meetings. Subject to Section 7.1 of these Bylaws, except as otherwise provided in these Bylaws or by resolution of the Board of Directors, Committee meetings will be scheduled at times which allow for each member to attend. Each member should make an effort to accommodate the committee meeting schedule. The schedule of committee meetings will be promptly communicated to each committee member. Unless otherwise provided by such rules or by resolution of the Board of Directors, committee meetings shall be governed by Article VII of these Bylaws. Section 4.4 Term of Office of Members of Committees of the Board of Directors. Each committee member shall serve at the pleasure of the Board of Directors. Section 4.5 Advisory Committees. Notwithstanding Sections 4.1 through 4.4 of these Bylaws, nothing in these Bylaws prevents the Board of Directors from establishing by resolution advisory committees to assist the Board. The purpose, number and size of these committees, committee member qualifications, and duration of member terms shall be detailed in the establishing resolution(s). Advisory committees shall have no corporate powers, but rather shall present recommendations to the Board of Directors for approval, in a manner directed by the Board. ARTICLE V -MEMBERS The Corporation shall have no “members” as that term is defined by California Corporations Code Section 5056 and shall be governed solely by its Board of Directors in accordance with these Bylaws. Pursuant to California Corporations Code Section 5310, any action which would otherwise require approval by a majority of all such members, shall instead require the approval by a majority of a quorum of the Board of Directors. ARTICLE VI -OFFICERS Section 6.1 Officers. The officers of the Corporation shall be a Chair of the Board, Vice-Chair of the Board, Executive Director, Assistant Executive Director, Treasurer, Secretary, and such other officers as the Board of Directors may appoint. Other subordinate officers as may be appointed in accordance with the provisions of Section 6.3 of this Article. One (1) person may hold two (2) or more offices. Section 6.2 Appointment of Officers. The Chair and Vice-Chair of the Board shall be the City of Rohnert Park Mayor and Vice-Mayor, respectively. The Treasurer shall be the City of Rohnert Park Director of Finance; the Secretary shall be the City of Rohnert Park City Clerk; the Executive Director shall be the Rohnert Park City Manager; and the Assistant Executive Director shall be the Rohnert Park Assistant City Manager. Section 6.3 Subordinate Officers. The Board of Directors may appoint such other subordinate 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 required in these Bylaws or as the Board of Directors may from time to time determine.   4    Section 6.4 Chair. The Chair shall preside at all meetings of the Board of Directors, and shall submit such information and recommendations to the Board of Directors as he or she may consider proper concerning the business, policies and affairs of the Corporation. Except as otherwise authorized by resolution of the Board of Directors, the Chair or the Chair’s designee shall be authorized to sign all contracts, notes, conveyances, and other papers, documents and instruments in writing in the name of the Corporation. Section 6.5 Vice-Chair. The Vice-Chair shall perform the duties of the Chair in the absence or incapacity of the Chair. In case of the resignation, removal or death of the Chair, the Vice-Chair shall perform such duties as are imposed on the Chair, until such time as the members of the City Council appoint another City Council Member as Mayor, thereby causing the office of Chair to be filled as provided for in Section 3.3 hereof. Section 6.6 Treasurer. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account in written form or any other form capable of being converted into written form. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositaries or depositories as may be designated by the Board of Directors. The Treasurer shall reimburse all funds of the Corporation as may be ordered by the Board of Directors, shall render to the Chair and Board of Directors whenever they request an account of all of the Treasurer’s transactions as the Treasurer, and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws. Section 6.7 Secretary. The Secretary shall keep, or cause to be kept, a book of minutes in written form of the proceedings of the Board of Directors and committees of the Board of Directors. Such minutes shall include all waivers of notice, consents to the holding of meetings or approvals of the minutes of meetings executed pursuant to these Bylaws or the Nonprofit Corporation Law. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors required by these Bylaws or by law to be given, and shall cause the seal of the Corporation to be kept in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws. Section 6.8 Executive Director. The Executive Director shall be responsible for the day-to-day administration of the Corporation, including the right to employ and discharge all subordinate officers, employees and agents of the Corporation and shall have the authorization to sign all contracts, notes, conveyances, and other papers, documents and instruments in writing in the name of the Corporation, except where such matters are prescribed in the Bylaws or by the Board of Directors and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws. Section 6.9 Assistant Executive Director. The Assistant Executive Director shall be responsible to assist the Executive Director in managing the day-to-day operations of the Corporation and oversee projects and programs as assigned by the Executive Director. The Assistant Executive Director shall undertake the duties and responsibilities of the Executive Director in the event of absence, incapacity, or resignation of the Executive Director, until such time that a new Executive Director is appointed. Section 6.10 Authority to Bind Corporation. No member, officer, agent or employee of the Corporation, without prior specific or general authority by a vote of the Board of Directors, shall