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HomeMy WebLinkAbout00 - PFC -Written CommentsReceived After Agenda Printed August 27, 2024 NBPFC Written Comments August 27, 2024, Public Facilities Corp. Agenda Comments The following comments on items on the Newport Beach Public Facilities Corr). agenda are submitted by: Jim Mosher ( jimmosherC@yahoo.com ), 2210 Private Road, Newport Beach 92660 (949-548-6229) Item ll. PUBLIC COMMENTS The bylaws proposed to be amended by consent calendar Item 2 refer to, and seem dependent upon, the Articles of Incorporation. It is, therefore, a little troubling that the bylaws are posted on the City's Public Facilities Corporation page, but the articles of incorporation are not. While the 1992 Articles of Incorporation can be retrieved through the California Secretary of State's business search page, it is also a little troubling to learn, there, that on April 2, 2024, the corporation was "suspended" by the Franchise Tax Board, and moved from "Active" to "Inactive" status with the SOS: Entity Information Initial Filing , Status Entity Type Date 0511311992 Suspended- Nonprofit Corporatlon - CA - FTB Public Benefit Farmed Agent In CALIFORNIA LEILANI BROWN A common cause of suspension is said to be neglect of the requirement to file a biennial Statement of Information, but the corporation appears to have met the most recent deadlines by filing on May 25, 2022, and May 29, 2024, so the cause of the April 2 suspension is unclear. Since an inactive, suspended status could potentially have legal consequences, the directors may wish to ask what, if anything, is being done to restore the corporation's good standing with the state authorities. Item Ill. ELECTION OF OFFICERS This item would not seem necessary if Item 2, amending the bylaws to automatically select the officers, were approved first. Item 2. Amendments to the Newport Beach Public Facilities Corporation Bylaws The recommended amendments seem prudent and an improvement over the old rules, which left unclear the status of the Chair and Vice Chair elected in August in the event (as almost always happened) they later (and before the next meeting) ceased to hold the Council positions by virtue of which they were elected. For example, from the 2023 minutes and under the existing bylaws, it would appear that going in to the 2024 meeting, Council member Blom remains the Chair and Mayor O'Neill remains the Vice Chair, even though they are not acknowledged that way on the agenda. And, under the old rules, should Mayor O'Neill be elected Chair, he would seem to remain so even after he ceases to be a Council member in December. On a closely related matter not addressed by staff, a considerable amount of the existing bylaw verbiage deals with allowing a person not on the Council to be nominated and elected (and later August 27, 2024, Public Facilities Corporation agenda comments - Jim Mosher Page 2 of 2 possibly removed) as a director of the corporation. It also anticipates the number of directors could be increased to a number larger than the number Council members. I do not believe any of this has ever happened. If the Council expects the Directors to remain the same as the currently -sitting Council members, the bylaws could be simplified by deleting the language related to non -Council -member directors. Another issue not addressed by staff is Section 4.05 (Vice President), which currently states: "The Assistant City Manager shall be a Vice President of the Corporation." My understanding is Newport Beach now has more than one Assistant City Manager, so this presumably needs to be revised to read "Every Assistant City Manager shall be a Vice President of the Corporation." However, to determine which Assistant City Manager will serve in the absence of the President, the Directors need to rank them or designate one. Perhaps better than naming an Assistant City Manager as the corporation's Vice President, the bylaws should name the City's Manager Pro Tempore as the Vice President. The Manager Pro Tempore is a position the City Manager (who serves as President) is required to designate under City Charter Section 507, and this would maintain consistency between City and PFC governance. Finally, two additional minor edits might be considered based on the observation that even if there were non -Council -member PFC Directors, pursuant to Section 2.01, there are no PFC members other than its Directors: 1. "Section 4.06. Secretary. The Secretary shall be the City Clerk of the City of Newport Beach. The Secretary shall keep at the principal office of the Corporation a book of minutes of all meetings of Directors and "'e""b , with the time and place of holding, how called or authorized, the notice thereof given, the names of those present or represented at membeF the meetings, and the proceedings thereof." 2. "Section 4.07. Chief Financial Officer. The Chief Financial Officer shall be the City Finance Director of the City of Newport Beach. The Chief Financial Officer shall keep and maintain adequate and correct books of account showing the receipts and disbursements of the Corporation, and an account of its cash and other assets, if any. Such books of account shall at all reasonable times be open to inspection by any member ei-Director." An additional extremely minor point: the Brown Act "Noticing" statement on agenda packet page 2-2 (and also on page 3-3) refers to the "City Council." It was presumably intended to refer to the "Board of Directors of the Public Facilities Corporation." Item 3. Review of Annual Financial Statements With reference to page 3-6, the "Investment Income" of $85,741 for 2024, although higher than in 2023, is still small compared to the Lease Revenues held by the agent, presumably because they are held for a short time. How long are the revenues held in the PFC account?