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From YouTube: San Bruno City Council Meeting August 27, 2013 10a. Bylaws of the SB Community Foundation
Description
San Bruno City Council Meeting August 27, 2013
10a. Approve Bylaws of the San Bruno Community Foundation and Provide Direction Regarding Selection Process for Directors to the Board.
A
B
Evening,
mr.
mayor
members
of
the
City
Council,
ladies
and
gentlemen,
tonight
we're
going
to
be
discussing
two
topics
regarding
the
San
Bruno
community
foundation.
The
first
is
review
and
approval
of
the
final
draft
of
the
bylaws
that
are
included
in
your
packet,
and
the
second
is
a
selection
process
for
the
directors
to
the
board
of
the
foundation.
Let's
do
a
quick
review.
The
City
Council
has
held
a
total
of
four
public
study
sessions
to
discuss
the
formation
of
the
foundation.
B
In
the
meantime,
the
city
has
been
acting
as
the
custodian
of
the
68
million
seven
hundred
fifty
thousand
dollars,
holding
it
in
a
secure
account.
Pending
the
formation
of
the
not-for-profit,
the
Articles
of
Incorporation
have
been
filed
with
the
Secretary
of
State.
That
was
the
first
step
in
forming
the
nonprofit,
most
recently
on
July
19,
the
City
Council
provided
direction
with
respect
to
the
bylaws.
That's
the
second
step,
and
that's
one
we're
going
to
be
addressing
tonight.
B
The
third
step
which
will
also
be
addressing
tonight
is
to
provide
direction
on
the
selection
process
for
appointing
the
directors
to
the
board.
Now
it's
just
a
reminder:
the
foundation
itself.
While
it's
been
technically
formed
can
only
act
through
its
board
of
directors,
so
neither
the
city
nor
the
foundation
at
the
moment
has
the
authority
to
spend
any
of
the
funds
until
the
board
is
established
and
then
actually
has
meetings
at
which
it
makes
decision
about
what
to
do
with
the
funds.
B
There
are
a
great
many
things
that
I'm
leaving
out
of
the
of
the
process
of
things
that
the
board
is
going
to
have
to
do,
but
that's
just
a
brief
overview
of
where
we
are
right
now.
So
let's
take
a
minute
and
discuss
the
bylaws
that
you
have
in
your
packet.
There
is
a
revised
version
in
there
which
incorporated
all
of
the
direction.
B
From
your
last
meeting,
it's
been
reviewed
by
our
outside
attorney
Brit,
strong
men,
who
is
here
at
the
last
study
session,
as
well
as
the
representative
from
the
Silicon
Valley
Community
found
asian
Mary
Ellen
Lions,
and
they
they
didn't,
have
any
additional
comments.
To
summarize,
there
are
really
four
key
things
that
we
included
in
the
minutes
that
are
in
front
of
you
that
came
out
of
the
study
session.
The
first
is
that
there's
a
provision
that
says
City
Council
members
would
not
be
on
the
board
of
directors
we'll
come
back
to
that
in
a
second.
B
The
second
was
expressing
a
preference
for
certain
expertise
among
board
members,
so
that's
included
a
legal
financial
philanthropic
investment,
the
finance
those
kinds
of
things.
We
also
included
the
staggered
terms
in
the
bylaws
themselves.
They
didn't
have
to
be
there,
but
we
thought
it
would
make
sense
to
do
that,
and
then
we
retained
all
of
the
broad
reserved
powers
at
the
end
of
the
agreement.
So
that
way,
the
City
Council
can
make
sure
that
what
the
Board
of
Directors
is
doing
is
consistent
with
the
needs
of
the
community.
B
Let's
go
back
for
just
a
second
and
flag
that
that
key
issue
I
think
we
should
confess
that
staff
wasn't
100%
sure
that
what
the
City
Council
meant
was.
We
want
to
prohibit
City,
Council
members
from
being
on
the
board,
as
opposed
to
simply
not
requiring
them
to
be
on
the
board,
as
the
bylaws
were
previously
drawn.
B
So
right
now,
with
the
what
the
bylaws
say
is
that
no
city
council
members
on
the
board
of
director
so
there's
a
prohibition
on
that,
as
opposed
to
simply
taking
out
the
part
that
said,
they're
required
to
be
on
the
board
or
they
have
one
seat
or
two
seats,
and
that
kind
of
thing
so
subject
to
any
discussion
about
those
items
were
recommending.
Approval
of
the
minutes
that
you
have
in
front
of
you
and
I'd
be
happy
to
answer
any
questions
about
that.
At
the
end
of
my
short
presentation,
any.
C
Chair,
thank
you.
So
on
the
point
about
the
prohibition
on
the
council,
members
at
me,
I
think
at
least
my
intent
was
not
to
prevent
City
Council
members
from
being
board
members,
but
rather
simply
removing
the
requirement
that
City
Council
members
be
direct
yourself.
That
was
my
take
on
I.
Don't
know,
I
think
there
were
some
council
members
at
felt
the
opposite,
that
there
was
a
strong
need
to
have
counsel,
never
another,
so
maybe
removing
that
statement
might
get
us
two
more
of
a
middle
ground
there.
C
I
also
had
questions
about
something
that
I
found
a
little
bit
interesting
is
that
there
are
references
in
here
to
the
Brown
Act
and
conducting
meetings
according
to
the
brown
act
as
well
as
some
language
sounds
like
it
comes
from
a
corporate
charter,
along
with
an
indemnification
of
the
directors
and
staff
from
from
any
legal
action
and
so
I'm
wondering.
Is
there
any
conflict
there?
If
directors
word
in
violation
of
the
Brown
Act,
would
the
foundation
be
responsible
for
any
fees
that
were
assessed
on
or
any
fines
that
were
assessed
that
because
of
that
you're.
B
You're
asking
an
excellent
question:
we'll
we'll
take
the
second
part
first,
which
is
a
question
that,
unfortunately,
is
one
that
we're
going
to
have
to
figure
out
if,
if
and
when
it
happens,
because
these
bylaws
are
a
marriage
of
the
laws
regarding
public
entity
and
nonprofit
corporations
and
while
there
are
lots
of
nonprofits
and
there
are
lots
of
public
entities
and
lots
of
public
entities
that
form
nonprofits.
This
is
a
rather
unusual
set
of
circumstances.
So
it's
hard
for
for
us
to
determine
hypothetically
well.
B
What,
if
this
happens
with
the
foundation,
have
to
do
this
or
that
that
would
ultimately
be
a
matter
for
the
board
of
the
foundation
to
decide,
based
on
legal
advice
that
it
gets
from
its
own
independent
legal
adviser.
So
I
don't
want
to
avoid
answering
the
question
which
it
probably
sounds
like
I'm
doing,
but
I
think
it's
important
to
understand
that
these
questions
have
lots
of
fact
specific
things
about
them
that
are
just
impossible
to
answer
in
the
abstract.
C
These
the
other
thing
I
wanted
to
just
clarify-
is
that
on
the
final
page,
it
says
approval
of
occurrence
of
indebtedness,
but
there's
no
amount.
So
I
guess
we
need
to
figure
out
what
that
what
amounts
going
to
be
filled
in
there
before
we
approve
these.
Are
there
any
recommendations
on
what
that
number
should
be.
D
B
Yeah
we
thought
about
that.
You
know
it
wouldn't
be
out
of
the
ordinary
to
say
it's.
The
same
signature
authority,
for
example,
as
the
city
manager
has,
for
example,
which
I
think
is
$25,000,
that
that
would
certainly
be
reasonable
if
the
board
ultimately
and
in
the
future,
wanted
to
change
that.
They
could.
Although
it's
important
to
note
that,
once
the
bylaws
are
set,
they're
set
for
quite
a
long
time,
because
the
foundation
is
to
go
through
the
501c3
approval
process
with
this
set
of
bylaws
without
any
changes.
D
To
check
on
the
issue
of
council
members
on
I'm
I
was
in
favor
of
not
having
council
members
on
the
board,
I
think
if
there's
any
discussion
on
that,
it's
there,
it
seems
like
a
conflict
to
have
to
be
on
the
board
and
then
being
a
part
of
the
reserve
powers,
and
you
know
you
can't
have
both
sides
of
the
street
on
that.
That's
what
I
just
majority
of
san
bruno
residents,
I
think
that's
very
clear.
The
question
is
at
what
point
I
mean
there's
going
to
have
to
be
a
you
know.
B
That's
that's
a
that's
a
good
question.
If
I
may
just
address
that
issue,
the
bylaws
don't
actually
require
that
what
they
say
is
directors
should
include
individuals,
with
particular
expertise
in
areas
applicable
to
the
operation
such
as
so
on
and
so
forth.
So
it
doesn't
require
you
to
appoint
people
that
have
that
particular
expertise.
It's
really
just
a
recommendation.
If
you
wanted
to,
you
could
require
it,
but
it's
not
required.
B
D
D
Right
director
should
include
individuals,
okay
right,
so
that
and
that's
fine
I
guess
I
mean
comment
to
what
Michael
said
about
the
debt
occurrence
of
the
25,000
seems
fine,
because
we
do
have.
The
council
does
have
reserved
powers
who
to
review
the
budget,
and
so,
even
if
there's
expenditures
under
25,000,
it
would
be
in
a
particular
line.
Item
wouldn't
blue.
E
As
you
know,
from
my
last
discussion,
I
firmly
believe
that
the
City
Council,
whoever
it
is,
are
ultimately
responsible
to
the
voters
and,
as
our
city
attorney
said,
this
is
a
unique
board.
It's
a
hybrid
between
nonprofit
organizations
and
public
entities.
So,
to
me
the
City
Council
is
that
are
the
people
who
are
directly
responsible
to
the
voters
and
if
they
are
not
on
this
board,
nobody
in
that
board
is
going
to
be
directly
responsible
to
the
voters.
That's
one
half
of
it.
The
other
half
is
if
we
keep
all
those
powers
that
we
have.
E
Three
people
on
the
City
Council
ultimately
have
the
power
over
everything.
That
board
does
so
in
one
way,
you're
saying
hands
off
for
this
council
and,
on
the
other
hand,
you're
saying
well.
Ultimately,
three
of
us
are
going
to
decide
so
I
personally
can't
vote
for
the
structure
of
that
part
of
who's
going
to
be
on
the
board,
so
the
rest
of
its
fine
and
the
$25,000
seems
fine
I.
Just
like
clarification
on
that,
though,
my
understanding
from
how
the
city
manager
works
and
other
boards
that
I
am
on
between
board
meetings.
E
If
a
knee
comes
up,
the
CEO
or
general
manager
or
city
manager
has
the
authority
to
write
a
check
up
to
the
$25,000.
That
is
not
necessarily
in
the
budget,
and
is
that
am
I
incorrect
on
that?
If
there's
an
emergency
or
if
there
is
something
that
comes
up,
I
mean
it's
not
necessarily
that,
but
it
could
be
that
it.
F
Could
be
that,
but
typically,
and
that
is
that
would
be
a
very
unusual
circumstance.
The
authority
of
the
city
managers
up
to
25
thousand
dollars
is
typically
exercised
for
items
that
are
in
the
budget
right
and
that
are
authorized
and
expected
expenditures.
They
do
not
otherwise
come
to
the
City
Council
for
validation,
verification
or
action
approval
by
the
City
Council.
F
So,
for
example,
if
and
we
do
have
a
couple
of
things
in
the
current
year's
budget,
where
we
have
let's
say
a
$15,000
expenditure
anticipated
for
a
a
consultant
study
and
report
thinking
of
a
housing
Nexus
study-
let's
say,
for
example,
that
item
is
in
the
current
year
budget.
Let's
say
the
item
is
under
25
thousand
dollars.
It
would
be
done
under
my
signature
Authority
typically
and
would
not
require
additional
action
by
the
City
Council
to
authorize
the
expenditure.
F
F
E
F
Is-
and
it's
actually
a
very
what
I'm
describing
is
a
very
constrained
set
of
circumstances.
In
other
words,
you
not-for-profit
entities
still
exercise
is
fairly
substantial
control,
just
as
the
City
Council
exercises
total
control
over
the
city's
budget
and
its
expenditures,
it's
just
the
way
that
the
budget
would
be
implemented
thanks.
So.
B
I'm,
sorry,
if
I
may,
through
the
chair,
just
to
follow
up
on
that,
there
is
a
slight
nuance
that
that
I
should
point
out,
which
is
what
this
section
here.
H
is
really
referring
to
is
indebtedness
of
the
corporation,
not
the
signature
authority
of
the
executive
director
who
hasn't
actually
been
been
hired
yet
so,
presumably
the
executive
director
of
the
corporation
will
have
a
certain
signature
authority
that
he
or
she
can
expand
before
or
without
getting
bored
approval,
not
City
Council
approval,
but
board
approval.
What
this
is
relating
to
is
the
indebtedness
of
the
corporation.
B
A
G
Comb
anything
yeah
I
mean
we've
gone
over
this
pretty
quite
a
bit
and
I'm
still
on
the
same
page
that
it
was
before,
and
I
and
I
do
understand
that
there's
a
lot
of
reserves
power
and
it
does
go
back
to
me
I,
it's
just
a
philosophical
view.
It's
not
because
I
mean
wants
to
wear
more
hats,
but
this
is
the
elected
body
that
is
responsible
for
the
overall
budget
and
any
expenditures
have
come
from
committee
commissions
and
boards
there
is
oversight.
The
the
need
for
transparency
is
great
and
I.
Think
it's
critical.
G
If
there's
an
expenditure
claws
like
what
the
city
manager
has,
even
though
it's
remote
and
it
can
be
expended,
then
to
me
that
is
not
transparency.
I
know,
there's
a
budget
that's
going
to
come
up
then
so
there's
a
path
that
they
go
on,
but
then
it
comes
here,
as
vice
mirrored
said,
and
then
three
of
us
say
we'll
know,
go
back
to
the
drawing
board.
So
in
the
way
it's
formulated
as
far
as
that,
I'm
still
having
a
difficulty
with
that
and
again,
that's
just
my
philosophy
on
that.
G
It
says
this
is
how
we
want
to
spend
it
whatever
they
feel
is
best
get
a
hundred
people
in
the
room
or
50,
and
they
say
what
are
you
thinking
and
we
go
like
this
because
we've
appointed
the
people,
but
yet
then
that's
it.
So
again,
it's
a
unique
situation
that
we're
in
so
that
is
my
my
part
of
the
bylaws
that
I
still
have
that
to
challenge
what.
A
Okay
and
I
I
luck
here
on
the
side
of
caution,
I
guess
maybe
a
little
cynical
but
believe
it
or
not
I
think
politics
could
enter
into
the
fray
of
council.
Members
are
on
this
board
number
one
and
number
two
I
certainly
want
to
segregate
the
City
Council
from
the
board,
because
I
wouldn't
want
to
jeopardize
the
not-for-profit
status
going
forward.
I
mean
is
entities
in
the
state.
That
could
say
wait
a
second.
You
got
a
board,
but
the
council's
on
there
for
crying
out
loud
and
they're,
really
running
the
show.
A
What's
going
on
here
and
so
I
I
really
have
attended
in
the
beginning.
I
thought
it's
not
too
bad
to
have
a
couple
of
council
members
on
there,
but
we
will
in
fact
have
a
tremendous
amount
of
influence
with
reserve
powers
and
just
the
fact
that
we
are
the
representatives
of
the
people
of
the
city
of
San
Bruno.
So
that
really
thought
a
lot
about
it.
It'd
be
nice
to
be
on
the
board.
A
All
of
us
that'd
be
great,
but
I
wouldn't
want
to
take
any
chance
at
all
of
invalidating
the
actual
not-for-profit
entity
and
having
someone
in
the
state
say,
you
know,
you're,
really,
not
a
not-for-profit.
You
us
the
City
Council
running
this
and
that's
particularly
set
up
in
in
the
in
the
direction
of
the
document
itself
says
we
will
set
up
a
not-for-profit
for
the
for
the
benefit
of
all
of
the
people
of
the
city
of
San
Bruno
and
believe
me,
we
will,
along
with
all
of
you
that
are
here
and
that
are
listening.
A
You
know
direct
that
have
have
that
input
because
it
is
in
fact,
for
all
of
you
so
whether
it's
something
to
be
built
or
something
to
be
no
donated
or
something
to
be
granted
they'll
have
they'll,
have
plenty
of
our
influence
without
people
being
on
that
board.
I
wouldn't
want
to
jeopardize
our
not-for-profit
status
there.
A
So
that's
that's
my
feeling,
and
as
far
as
the
25,000
I
mean
that
that's
fine,
I
think
the
main
thing
tonight
is
to
get
get
disestablished.
He
also
the
alton.
The
other
thing
that's
in
the
agenda
too,
and
I'd
like
to
confirm.
In
fact,
mr.
Salazar
myself
were
on
the
initial
setting
up
of
some
of
the.
F
A
Initially
in
this
and
I'd
like
to
keep
the
two
of
us
on
this
as
a
subcommittee
to
to
meet
very
shortly
because
I
believe
mark,
this
has
to
be
decided
upon,
and
these
directors
have
to
be
appointed
very
shortly
to
to
get
to
this
process
and
how
we're
going
to
put
the
questionnaires
out,
solicit
people
and
there
and
there
right
there
requirements
and
their
expertise.
That's.
B
Correct,
I
do
have
a
couple
of
comments
about
that,
but
I
didn't
want
to
leave
the
topic
of
the
of
the
bylaws
until
we
have
a
at
least
a
majority
as
to
which
way
it's
going
to
be,
and
so
I
think
I've
heard
two
individuals
indicate
they
would
want
to
prohibit
council
members
on
the
board,
which
is
what
it
says
now
to
would
want
to
require
them,
and
in
one
that
I
think
we
still
need
a
firm
decision
on
to
you.
Do
you
want
it
the
way
it's
written
in
the
bylaws,
or
would
you
prefer.
C
B
Just
a
just
a
couple
of
brief
comments:
we
really
for
the
benefit
of
the
public.
As
you
know,
the
city
has
maintained
a
website
and
email
address
too
sive
information
from
members
of
the
public
who
were
interested
in
the
foundation.
The
cities
were
also
received
expressions
of
interest
from
people
who
would
perhaps
like
to
be
members
of
the
board.
We
think
it's
appropriate
now
to
renew
those
outreach
efforts
to
everyone
here
and
who's
listening
or
watching
on
television.
B
In
the
meantime,
we
recommend
that
a
selection
process
application
process
be
developed
with
the
assistance
of
staff,
a
subcommittee
to
be
appointed
by
by
the
mayor,
and
then
also
the
experts
that
we've
been
using
at
the
Silicon
Valley
Community
Foundation,
who
have
done
this
before,
and
there's
no
need
to
really
reinvent
that
wheel.
They
have
lots
of
templates
and
options
that
can
be
used
for
the
selection
process.
B
We
would
envision
the
council
could
then
conduct
interviews
of
whoever
it
wanted,
including
those
who
are
recommended
and
then
appoint
them,
and
then,
once
those
folks
are
selected,
we
can
file
the
bylaws
and
some
other
paperwork.
That's
really
important
with
the
Secretary
of
State,
and
here
is
the
deadline.
The
deadline
is
october
twenty
seconds,
so
it
has
to
be
done
fairly
quickly
and
there's
a
90-day
deadline
from
the
time
that
the
articles
are
filed
until
this
other
piece
of
paper
has
to
be
filed
with
the
Secretary
of
State.
B
So
by
that
time
the
board
and
board
officers
will
need
to
have
been
selected
and
then
listed
on
that
paperwork.
So
after
that,
the
good
news
is,
there
are
no
other
major,
imminent
deadlines,
but
then
the
work
of
the
foundation
needs
to
continue
in
terms
of
getting
its
501c3
status,
with
both
the
federal
with
the
IRS
and
with
the
state.
B
So,
there's
a
lot
of
work
to
be
done,
but
right
now,
I'd
like
to
close
simply
by
indicating
that,
after
having
received
some
direction
on
the
bylaws,
we
just
looking
for
some
direction
in
terms
of
the
staff
recommendation
to
appoint
a
subcommittee
and
then
to
work
with
them
to
move
the
process.
A
forward.
Okay,.
A
A
E
B
So
I'm,
sorry
through
the
chair,
if
it
was
unclear
the
it
was
staffs
recommendation
that
the
subcommittee
do
certain
things.
It's
obviously
up
to
all
of
you
as
to
what
powers
to
give
that
subcommittee
and
it
could
include
anything
from
simply
developing
a
selection
process
to
doing
more
than
that,
such
as
looking
at
candidates,
vetting
them
and
making
recommendations.
That's
up
to
you
and
I
didn't
mean
to
suggest
that
that
was
anything
other
than
a
staff
recommendation.
B
A
E
A
The
unfortunate
thing
is:
we
have
to
get
this
done
quickly,
so
it's
the
process,
it's
not
the
selection,
it's
the
process
and
then
we'll
put
it
out
to
go
over
I'd
like
to
like
to
apply
along
with.
If
you
have
someone
you'd
like
to
nominate
or
recommend,
that'll
be
fine
too,
but
I
think
it's
up
to
us
to
try
to
set
some
parameters
as
as
to
the
qualifications
of
people
who
would
like
to
see
on
this
way.
F
Mr.
mayor,
if
I
might,
if
the
subcommittee
having
informed
the
subcommittee
staff,
could
recommend
that
we
quickly
convene
a
meeting
given
the
importance
in
the
timeframe
we're
working
under
and
bring
back
at
your
next
meeting,
which
will
be
September
10th.
Give
you
two
weeks
to
consult
with
the
Silicon
Valley
Foundation
and
anybody
else
that
you
might
wish
and
bring
back
your
preliminary
information
and
investigation
and
some
recommendations
for
the
City
Council.
To
consider.
That
would
still
give
us
time
then,
to
determine
how
the
council
would
like
to
proceed.