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August 26, 2025
NBPFC Comments
August 26, 2025, Public Facilities Corp. Agenda Comments
The following comments on items on the Newport Beach Public Facilities Corp. agenda are submitted by:
Jim Mosher ( jimmoshera-yahoo.com ), 2210 Private Road, Newport Beach 92660 (949-548-6229)
Item Ill. ELECTION OF OFFICERS
As noted in my comments last year, this item would seem rendered unnecessary if the Bylaws
amendments of agenda Item 2, were considered and approved first, as it would automatically
fill the officer positions.
Item 2. Amendments to the Newport Beach Public Facilities
Corporation Bylaws
Since the Bylaws being amended refer to, and seem dependent upon, the Articles of
Incorporation, I continue to think it would be useful for those Articles to be posted on the City's
Public Facilities Corporation page. That said, the proposed changes in the designation of the
directors appear to be consistent with Article VI:
v31.
The number of directors of this corporation may be fixed by
its bylaws. The persons who are directors of this corporation,
from times to time, shall h� its only members, and upon ceasing to
ba al director of this corporation any Such person shall cease to be
a member thereof. The members and directors of this corporation
shall have no liability for dues or assessmantm.
Beyond that, I have these comments on the proposed changes:
1. It seems to me that Section 3.02 (Number and Qualifications of Directors) could be deleted
in its entirety, and the title of Section 3.03 changed to "Number, Qualifications, Selection
and Term of Office of Directors." This is because saying the Directors are the
currently -serving City Council members, as Section 3.03 is proposed to say, automatically
establishes their number and qualifications.
2. If Section 3.02 is retained, the final phrase (" ..., until changed by amendment of the Articles
of Incorporation or by amendment of these Bylaws.") should be deleted. This because the
words that precede this set the number of directors equal to the number of elective officers
of the City as specified in City Charter Section 400. It is self-evident, and does not need to
be stated, that this provision of the Bylaws could later be amended (as is currently being
proposed). But continuing to include the phrase (which made sense when the section
specified an exact number, and was apparently intended to emphasize that number could
not be changed by some other action of the board) now implies that amending the Bylaws
could amend the number of elective officers specified in the Charter, which it cannot. So, the
phrase is both superfluous and misleading. But again, the entire Section 3.02 could be
deleted and its title combined with that of the proposed Section 3.03.
August 26, 2025, Public Facilities Corporation agenda comments - Jim Mosher Page 2 of 2
3. Section 4.05. (Vice President) should probably read "Section 4.05. (Vice Presidents)."
4. Section 4.07 continues to state that "The Chief Financial Officer shall deposit all moneys of
the Corporation with such depositories as are designated by the Board of Directors." Has the
Board made such a designation? Does it need to?
5. Section 4.08 continues to refer to "Subordinate Officers." Who are these? And who
designates them? I can find no explanation.