HomeMy WebLinkAboutRestaurant Association BID Agenda Packet 01/22/2014
1 This Newport Beach Restaurant Association is subject to the Ralph M. Brown Act. Among other things, the Brown Act requires that the Newport Beach Restaurant Association agenda be posted at least seventy-two (72) hours in advance of each regular meeting and that the public be allowed to comment on agenda items before the Newport Beach Restaurant Association and items not on the agenda but are within the subject matter jurisdiction of the Newport Beach Restaurant Association. The Newport Beach Restaurant Association may limit public comments to a reasonable amount of time, generally three (3) minutes per person.
It is the intention of the Newport Beach Restaurant Association to comply with the Americans with Disabilities Act (“ADA”) in all respects. If, as an attendee or a participant at this meeting, you will need special assistance beyond what is normally provided, the Newport Beach Restaurant Association will attempt to accommodate you in every reasonable manner. If requested, this agenda will be made available in appropriate alternative formats to persons with a disability, as required by Section 202 of the Americans with Disabilities Act of 1990 (42 U.S.C. Sec. 12132), and the federal rules and regulations adopted in implementation thereof. Please contact the Newport Beach Restaurant Association administrator at 800-755-6864 and ask for Rebekah Smith or email rsmith@willdan.com at least forty-eight (48) hours prior to the meeting to inform us of your particular needs and to determine if accommodation is feasible.
Newport Beach Restaurant Association (NBRA)
Business Improvement District BOARD AGENDA
Muldoon’s Irish Pub-(downstairs Celtic Bar)
202 Newport Center Drive Newport Beach 949-644-7283
Wednesday, January 22, 2014 – 9:30 a.m.
Business Improvement District Board Members: Jim Walker, President
Joe Campbell, Board Member Sheri Drewry, Vice President
Eldy Galietta, Board Member Thomas Giulioni, Board Member
Nicole Hay, Treasurer
John Robinson, Secretary Ronald Schwartz, Board Member
Sam Tila, Board Member Cindy O’Shea, Board Member
Ali H. Zadeh, Executive Board Member-at-Large ____________________________________________________
1) CALL MEETING TO ORDER
2) ROLL CALL
3) PUBLIC COMMENTS ON AGENDA ITEMS
Public comments are invited on agenda items. Speakers must limit comments to three (3) minutes.
Before speaking, we invite, but do not require, you to state your name for the record. The Newport Beach Restaurant Association has the discretion to extend or shorten the speakers’ time limit on agenda
items, provided the time limit adjustment is applied equally to all speakers. As a courtesy, please turn cell phones off or set them in the silent mode. 4) APPROVAL OF MINUTES
Approve the November 12, 2013 meeting minutes. 5) CURRENT BUSINESS A) CHAIRMAN’S REPORT- Jim Walker, NBRA BID President.
B) RESTAURANT WEEK ACTIVITIES UPDATE – Oral Report by McFarlane Promotions
Recommended Action: None
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C) BID FINANCIAL REPORTS FOR NOVEMBER AND DECEMBER 2013 - Oral report by Bob Quaid, BID Administrator
Recommended Action: Board approves and accepts November 2013 and December 2013
financials
D) MARINA PARK RFP MEETING: RESTAURANT SPACE OPERATION - Oral report by Anthony
Nguyen of the City of Newport Beach
• The RFP available online - http://bit.ly/1eSKwDT.
Recommended Action: None
E) NBRA BID BY-LAWS REVISIONS- Oral report by Bob Quaid
• Proposed amendment to the NBRA BID Bylaws. See Exhibit A - Redlined bylaws
Recommended Action: Board review and approve the proposed bylaw revisions.
F) 877 NUMBER AGREEEMENT- Oral report by Newport Beach & Company
• Discussion regarding the continuation or termination of the 877-4NB-DINE phone number
agreement with Skarlet Media.
• Cost would be approximately $574 per month ($6,888 per year).
Recommended Action: None
G) CERTIFIED FOLDER DISPLAY AGREEMENT - Oral report by Newport Beach & Company
• Discussion regarding the continuation or termination of the Certified Folder Display agreement.
• Rental cost would be $1,120.09 per month ($12,550.91 for a year) covering 742 sites.
Recommended Action: None
H) FY 2014-15 BUDGET SUBCOMMITTEE – Jim Walker
• Discussion regarding formation of a Budget Advisory Subcommittee to review and recommend a budget for BID activities for FY 2014-15.
Recommended Action: BID President to appoint members to the Budget Advisory Subcommittee
for the purpose of developing recommendations for the NBRA BID’s FY 2014-15 budget.
6) NEWPORT BEACH RESTAURANT ASSOCIATION ANNOUNCEMENTS OR MATTERS WHICH MEMBERS WOULD LIKE PLACED ON A FUTURE AGENDA FOR DISCUSSION, ACTION OR REPORT (NON-DISCUSSION ITEM)
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7) PUBLIC COMMENTS ON NON-AGENDA ITEMS
Public comments are invited on non-agenda items generally considered to be within the subject matter jurisdiction of the Newport Beach Restaurant Association. Speakers must limit comments to
three (3) minutes. Before speaking, we invite, but do not require, you to state your name for the record. The Newport Beach Restaurant Association has the discretion to extend or shorten the
speakers’ time limit on non-agenda items, provided the time limit adjustment is applied equally to all speakers. As a courtesy, please turn cell phones off or set them in the silent mode.
8) ADJOURNMENT 9) NEXT SCHEDULED MEETING: March 26, 2014
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BYLAWS OF
NEWPORT BEACH RESTAURANT ASSOCIATION
BUSINESS IMPROVEMENT DISTRICT
ARTICLE I
Identification and Purpose
1. Name of the Business Improvement District.
The name of the business improvement district is the NEWPORT BEACH
RESTAURANT ASSOCIATION BUSINESS IMPROVEMENT DISTRICT (“BID”) a/k/a
Newport Beach Restaurant Improvement District.
2. Principal Office.
The principal office of the BID shall be located in Newport Beach, California.
The Advisory Board (“Board”) may change the principal office from one location to
another within the BID’s boundary.
3. Purpose.
A. This BID has been formed to promote the commercial welfare of
restaurants and the restaurant businesses of the area in the City of Newport Beach,
County of Orange, State of California. The BID shall be non-partisan, non-sectional and
non-sectarian. It’s authorized activities are:
(1) Marketing, advertising, and public relations;
(2) Brochure development and distribution;
(3) Promotion of public events;
(4) The general promotion of restaurant trade activities;
(5) Educational and training classes for members; and
(6) Memberships in various organizations deemed to promote
dining in Newport Beach.
B. Subject to the explicit oversight powers of the City Council of the
City of Newport Beach, the BID is formed for the purpose set forth in the Parking and
Business Improvement Area Law of 1989 (California Streets and Highways Code Part 6
of Division 18 starting with Section 36500). The Board of the BID shall act as the
advisory board to the City of Newport Beach City Council.
EXHIBIT A
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ARTICLE II
Membership, Assessments and Meetings
1. Qualifications and Rights of Membership.
A. Qualifications. All restaurants within the boundaries of the City of
Newport Beach, as established by City Council Ordinance 95-55, or as it may later be
amended, that are required to pay the BID assessment, shall be members of the BID
(“Members”). The owner of the restaurants or the owner’s appointed representative
shall represent their business at BID meetings.
B. Rights. Members, whose city business license and BID
assessment are paid in full and current, shall have the right to vote. There may be one
voting member per business.
2. Assessments.
The BID assessments shall be as set annually by the City Council, pursuant to
adoption of a Resolution of Intent to Levy Assessments and a Public Hearing on the
BID renewal and the levy of assessment.
3. Meeting of Members.
A. Compliance with the Brown Act. All meetings of the Advisory
Board, whether annual, special, adjourned, or otherwise, shall comply with the
provisions of Section 54950, et seq. of the Government Code of the State of California
(“Brown Act”).
B. Location. Meetings shall be held at any place within the City of
Newport Beach. The location of the meeting shall be published as part of every
meeting notice posted pursuant to the Brown Act.
C. Annual Meeting. An annual meeting shall be held in March of each
year in anticipation of preparing an application for renewal of the BID. The exact date,
time and location of the meeting shall be determined by the Board.
D. Regular Meeting. Regular meetings shall be held at such time and
place as shall be determined by the Board.
E. Special Meetings. A special meeting for any purpose or purposes
allowed under the Brown Act may be called at any time by the President, two (2) Board
Members or by majority members of the Board, or by petition to the Board by a majority
of the Members.
F. Notice to Members. All meetings shall be noticed as required by
the Brown Act. In addition, whenever Members are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given to each voting
EXHIBIT A
3
Member who, on the date for notice of the meeting, is entitled to vote at the meeting.
The meeting notice shall contain a description of the nature of the business to be
transacted.
G. Quorum of the Board. A quorum of the Board shall be required to
conduct any meeting and the provisions of the Brown Act shall apply to all actions taken
by the Board.
4. Action by Written Ballot.
If the Board has solicited the input of Members for consideration of items
presented to the Board, it may elect to distribute a written ballot no later than two weeks
in advance of such meeting. If a written ballot is distributed, the BID shall distribute a
ballot to every Member entitled to vote on such matters. Such ballots shall set forth the
proposed action, provide an opportunity to specify approval or disapproval of any
proposal and provide an address/location to return the ballot. Ballots may be returned
before or at the meeting, provided they are submitted prior to the public opening and
count of all ballots. A simple majority of ballots cast or in-person votes, including
proxies, is required for an action to be valid. Unless requested by the Board, no vote
need be by ballot.
5. Proxies.
A. Right of Members. Any Member entitled to vote may authorize
another person or persons to vote with respect to such membership by filing a written,
executed proxy with the Board.
B. Revocability. A validly executed proxy shall continue in full force
and effect until (i) revoked by the Member executing it, before the vote is cast under that
proxy, (ii) by a writing delivered to the BID stating that the proxy is revoked, or (iii) by a
subsequent proxy executed by that Member and presented to the meeting, or (iv) as to
any meeting, by that Member’s personal attendance and voting at the meeting.
ARTICLE III
Board of Directors
1. Powers.
The business and affairs of the BID are managed by the City and the Board. The
Board may exercise all of the powers of BID authorized by the City of Newport Beach
and the Parking and Business Improvement Area Law of 1989 (Section 36500, et seq.
of the California Streets and Highways Code). The Board shall keep full and fair
accounts of its meetings and fiscal transactions.
EXHIBIT A
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2. Number of Board Members.
A. Voting Board Members. The authorized number of Board Members
of the BID shall be a minimum of six (6) and a maximum of eleven (11) elected Board
Members. Board Members shall serve a one (1) year term upon appointment by the
City Council. There are no term limits.
B. Ex-Officio Directors. The Board may designate certain community
or governmental representatives as an ex-officio, nonvoting members of the Board. Ex-
officio directors shall include but not be limited to a City Liaison and the BID
Administrator (a consultant retained by the City).
ARTICLE IV
Officers and Duties
1. Officers.
The officers of the Board shall consist of President, Vice President, Treasurer
and Secretary.
2. Election.
The officers shall be chosen annually by the Board and shall serve at the
pleasure of the Board.
3. Resignation.
Any officer may resign at any time by giving written notice to the Board or
President of the Board.
4. Duties.
A. President. The President shall preside at all Board meetings, may
call special meetings, appoint committees and sub-committees, perform all other duties
of a presiding officer, represent the BID in interactions with the City Council, city staff
and other organizations, and shall carry out such other duties as directed by the Board.
B. Vice President. The Vice President, in the absence of the
President, shall perform all of the duties of the President. When acting as President he
or she shall have all the powers and be subject to all of the restrictions upon the
President. The Vice President shall have such other powers and perform such other
duties as directed by the Board of Directors.
C. Treasurer.
(1) Books of Account. The Treasurer shall keep and maintain,
or cause to be kept and maintained, adequate and correct books and accounts of the
BID’s properties and transactions. The Treasurer shall prepare and deliver, or cause to
EXHIBIT A
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be prepared and delivered to the Members and Board Members such financial
statements and reports as are required by law, by these Bylaws or by the Board. The
books of account shall be open to inspection by any Board Member or Member at all
reasonable times.
(2) Deposits and Disbursements. The Treasurer shall deposit,
or cause to be deposited, all money and other valuables in the name and credit of the
BID with such depositories as the Board may designate, shall disburse the BID’s funds
as the Board may order, shall render to the President if any, when requested, an
account of all transactions as Treasurer and of the financial condition of the BID, and
shall have such other powers and perform such other duties as the Board or these
Bylaws may prescribe.
D. Secretary.
(1) Book of Minutes. The Secretary shall keep or cause to be
kept, at the BID’s principal office or such other place as the Board may direct, a book of
minutes of all meetings, proceedings and actions of the Board and of committees. The
minutes of meetings shall include the time and place of the meeting, whether the
meeting was annual, regular or special, and if special, how authorized, the notice given,
and the names of those present.
(2) Membership Records. The Secretary shall keep or cause to
be kept, at the BID’s principal office or at a place determined by a resolution of the
Board, a record of the BID’s Members, showing each Member’s name, address and
status of membership.
(3) Notices and Other Duties. The Secretary shall give, or
cause to be given, notice of all meetings required by these Bylaws to be given and shall
have such other powers and perform such other duties as the Board or these Bylaws
may prescribe.
5. Compensation.
Board members shall not receive compensation. Upon prior approval by a
majority vote of the Board and subject to City oversight and other applicable laws, a
Board Member may be reimbursed from funds for expenses incurred for official
business.
6. Meeting Attendance.
Board members shall be required to attend Board meetings and as needed
various committee or sub-committee meetings. Any Board Member who fails to attend
three (3) or more Board meetings during the fiscal year shall be subject to removal from
the Board by majority vote of the City Council.
EXHIBIT A
6
ARTICLE V
Amendments to Bylaws
Any Member may make an amendment proposal in writing to the Board, which shall
have the responsibility of evaluating the merit of such proposals. All amendment
proposals shall then be presented with recommendations to the voting membership at
the next scheduled meeting. Amendments to the Bylaws of the BID shall require the
affirmative vote of a simple majority of the voting members present and voting.
ARTICLE VI
Insurance of Officers, Employees and Other Agents
1. For purpose of this Article:
“Agent” means any person who is or was a board member, officer, employee, or other
agent of this BID, or is or was serving at the request of this BID as a board member,
officer, employee, or agent.
ARTICLE VII
Miscellaneous
1. Annual Report.
The Board shall cause an annual report to be sent to the Newport Beach City
Council at least thirty (30) days prior to the end of the fiscal year. The report shall be
filed with the City Clerk and shall comply with all the requirements of Streets and
Highways Code Section 36533.
2. Checks and Drafts.
All checks, drafts or other orders for payment of money, notes or other evidence
of indebtedness in excess of $500.00 issued in the name of the BID shall be approved
by the President prior to be submitted to the City for issuance of a check.
3. Rules and Regulations.
Each Member of the BID shall observe such reasonable rules and regulations
relating to the BID as the same are established from time to time by the Board and
delivered or presented to the Members.
ARTICLE VIII
Consistency with Ordinance
In the event of any inconsistencies in the BID Bylaws, City of Newport Beach
Ordinance No. 95-55 establishing the Newport Beach Restaurant Improvement District
shall prevail.
EXHIBIT A
CERTIFICATION
I certify that I am the duly elected and acting Secretary of the NEWPORT
BEACH RESTAURANT ASSOCIATION BUSINESS IMPROVEMENT DISTRICT
(“BID”), that the above Bylaws, consisting of six (6) pages, are the Bylaws of this BID as
adopted by the Advisory Board on ________________, 2014 and that they have not
been modified or amended since that date.
Executed on ______________, 2014 at Newport Beach, California.
John Robinson,
NBRA BID Board Secretary
EXHIBIT A