►
Description
San Bruno Community Foundation Study Session July 9, 2013
A
B
B
C
A
And
councilmember
I
bear
is,
has
noticed
away
on
vacation
conduct
of
business
evening
or
two
items.
First
conduct
interviews
to
fill
vacancies
resulting
from
resignations
of
the
city
of
San
Bruno's
crime
prevention,
beta,
which
we
just
did
and
then
receive
a
report
and
provide
direction
regarding
bylaws
for
the
San
Bruno
community
foundation,
and
that's
what
we'd
like
to
do.
D
D
Those
are
also
located
on
the
table,
which
is
that
behind
you.
So
the
three
topics
for
tonight's
discussion
overall
are
the
current
status
of
the
foundation
we'd
like
to
review
the
draft
bylaws
and
the
work
plan,
and
then
we'd
like
to
talk
about
scheduling
the
next
steps,
which
would
be
approval
of
the
bylaws
and
appointment
of
board
members.
And
this
is
for
the
nonprofit
foundation
that
has
been
recently
set
up.
So
in
terms
of
the
current
status
of
the
foundation,
the
Articles
of
Incorporation
have
been
filed.
D
The
settlement
funds
that
were
contributed
to
the
city
by
PG&E
remained
in
a
city
custodial
account
pending
the
formation
of
the
board
and
the
approval
of
the
bylaws.
So
at
this
point
there
is
no
legal
entity
that
can
spend
the
money
until
the
board
is
pointed.
So
that's
going
to
be
one
of
the
next
of
several
steps
that
we're
going
to
be
recommending
tonight
before
we
go
any
further.
However,
I'd
like
to
introduce
to
you
somebody
that
you
already
know
and
somebody
that
you
may
not
know
as
well.
D
The
person
you
already
know
here
at
the
staff
table
is
Britt's
Trotman,
our
outside
counsel,
who
has
been
helping
us
with
the
legal
aspects
of
the
formation
of
the
nonprofit,
and
then
we
also
have
here
a
new
participant
in
the
process:
Mary
Ellen
Lyons,
who
is
from
the
Silicon
Valley
Community
Foundation.
You
have
a
resume
in
front
of
you
and
she
is
here.
It
has
provided
us
with
some
expert
assistance
regarding
the
setup
and
potential
future
operational
issues
of
the
nonprofit.
Would
you
like
to
just
say
a
word
or
two
about
tub
about.
E
A
I
like
to
interject
real,
quick,
Silicon,
Valley
Foundation
has
a
wealth
of
knowledge
and
expertise
in
in
this
particular
type
of
field.
They
actually
did
a
little
outreach
to
us
to
see
if
they
could
help
and
they
gave
us
some
really
good
input
already
and
so
I
think
it's
important
that
we
continue
to
get
their
input.
So
thank
you
very,
very
much.
Well.
D
Yes,
and
just
quickly
to
follow
up
on
that
one
of
the
things
we
realized
over
the
last
number
of
months
is
that
there's
a
somewhat
unclear
intersection
between
the
business
of
public
entities
like
cities
and
the
business
of
nonprofits,
such
as
the
City
Council,
is
setting
up,
and
that's
one
of
the
things
that
we've
been
looking
to.
Mary
Ellen
for
so
is
not
to
reinvent
the
wheel,
but
on
the
other
hand,
at
the
same
time
to
make
sure
that
we
we
don't
do
the
wrong
thing
with
respect
to
setting
up
a
nonprofit.
D
That
has
really
been
a
creature
of
the
city
as
a
result
of
the
settlement
with
PG&E.
So
moving
on
our
first
topic
for
discussion
tonight
is
a
review
of
the
draft
bylaws
and
what
you've
got
in
front
of
you
is
our
best
effort
to
draft
a
set
of
bylaws.
That's
with
corporations
code
and
the
government
code
there.
D
The
second
thing
we'll
want
to
be
doing
tonight
and
one
of
the
most
important
things
that
we'd
like
to
accomplish
before
the
end
of
the
meeting
is
get
some
discussion
and
decisions
from
all
of
you
about
a
half
a
dozen
or
so
topics
that
are
highlighted
in
yellow
in
the
copy
of
the
the
bylaws
that
we
had
previously
sent
over.
So
those
key
decisions
are
have
to
do
with
the
number
of
board
members
and
Mary.
D
Ellen
has
some
comments
about
that,
for
you
board
member
qualifications
and
what
that
means
is
what
categories
of
people
ought
to
be
on
the
board?
Should
there
be
City
Council
members?
Should
there
be
somebody
with
financial
knowledge?
Should
there
be
somebody
who
is
retired
at
some
position,
those
kinds
of
things
general
classifications,
we're
not
asking
tonight
for
the
City
Council
to
make
any
appointments
to
the
board?
One
of
the
other
topics
that's
highlighted
in
yellow
in
your
bylaws,
is
what
should
the
terms
of
the
board
members
be,
and
you
do
have
some
discretion
about
that.
D
There's
a
question
of
term
limits.
There's
a
question
of
staggered
terms,
for
example,
so
that
you
don't
have
everybody
going
off
the
board
at
the
same
time
and
have
some
continuity.
So
that's
one
of
the
things
we'd
like
to
talk
with
you
about
one
of
the
most
important
aspects
that
you'll
will
need
some
direction
on
is
something
that
are
called
the
retained,
reserved
powers
of
the
City
Council
and
what
that
means
is
under
the
corporation's
code.
The
board
of
the
nonprofit
is
generally
its
governing
entity.
It's
the
board
that
governs
what
the
nonprofit
does.
D
So
one
of
the
questions
will
be
asking
you
about
tonight
or
those
the
scope
of
those
retained
powers
and
then
finally,
there's
a
question
about
a
signature
Authority
in
terms
of
the
executive
director,
vs
the
Board
and
we'll
try
to
go
through
that.
So
we're
going
to
come
back
to
this
slide,
but
moving
quickly
forward.
We
wanted
to
give
everybody
a
sense
of
what
remains
to
be
done.
D
There's
quite
a
lot
on
the
list,
actually
there's
a
number
of
things
that
aren't
on
this
list,
but
we've
tried
to
highlight
some
of
the
main
ones
we
do
need
to
get
in
directors
and
officers
insurance
for
the
board.
A
draft
budget
is
required.
We
need
a
three-year
budget
for
the
Secretary
of
State
and
for
the
IRS
tax
exemption
forms.
We
need
to
get
employer,
ID
numbers.
Of
course
we
need
to
adopt
the
bylaws
and
an
appoint
board
members.
D
As
we've
already
talked
about,
we
need
to
schedule
the
first
meeting
of
the
board
so
that
that
way,
the
funds
that
the
city
is
holding
in
a
custodial
account
can
be
transferred.
There
is
various
legal
documents
that
need
to
be
filed
with
the
Secretary
of
State
in
the
attorney
general's
office.
There
is
the
tax
exempt
forms
that
we've
already
talked
about
and
then
finally,
there's
the
need
to
schedule,
regular
board
meetings
and
appoint
board
committees.
D
The
appointment
of
the
actual
board
members
so
tonight
what
we
want
to
do
is
pause
and
ask
you
if
there
are
any
questions
or
comments
about
the
margin
comments
in
the
bylaws
and
then
have
you
provide
direction
for
us
about
all
of
the
things
that
were
highlighted
on
the
earlier
slide.
That
will
will
keep
up.
So
that
concludes
my
presentation
and
I'd
be
happy
to
answer
any
questions
and
we'd
love
to
hear
from
all
of
you.
If
there
are
any
questions
about
either
the
margin
comments
or
the
items
that
yellow
that
our
decision
items
make.
A
D
Right
so
one
of
the
one
of
the
main
issues
is
most
of
the
things
that
are
in
the
margin
comments,
I
think,
we've
explained
argue
they're
prescribed
by
the
corporation's
code
or
are
are
recommended,
if
not
even
strongly
recommended.
So
we
don't
see
the
need
to
go
through
all
of
those
individual
comments
unless
you
have
any
questions
about
them.
D
A
D
One
of
the
first
things
we
we'd
like
some
direction
on
or
how
many
people
ought
to
be
on
the
board
and
in
that
on
that
topic,
I
think
Mary
Owen
has
some
interesting
input
for
us.
You
might
recall
that
the
council
was
looking
at
somewhere
in
the
neighborhood
of
five
or
seven,
and
we've
had
some
conversations
with
Mary
Ellen
about
that
and
I
think
she
has
a
valuable
input.
Grating
smart.
E
I
know
that
you
were
all
concerned
about
keeping
the
board
at
a
size
that
would
allow
you
to
be
very
effective
in
your
work.
I
would
like
to
encourage
you
to
consider
a
range
of
board
members,
rather
than
a
specific
number,
that
way
as
the
board
shifts
as
members
come
on
and
off.
You
give
your
the
board
a
little
bit
of
latitude
to
replace
those
members
or,
as
you
add,
additional
committees
and
work.
You
have
some
space
to
add
members.
E
You'll
want
an
odd
number,
so
579,
but
the
board
can
be
effective
as
long
as
I
think
you
stay
below.
21
members
or
so
above
that
you'll
start
becoming
a
little
crowded
and
they'll
become
a
little
difficult
to
make
decisions,
but
Sir
only
in
those
lower
numbers.
You'll
have
plenty
of
space,
but
you
don't
want
to
make
it
so
small
that,
as
you
have
various
committees
like
grant,
making
committees
etc,
that
you
don't
have
enough
people
to
populate
all
of
those
committees.
F
E
Britain
add
on
to
this,
but
in
the
state
of
California
you
will
need
certain
committees
to
have
board
members
in
order
to
make
decisions.
Otherwise
all
of
those
decisions
will
need
to
be
deferred
to
the
board.
So
there
are
certain
committees
in
the
state
of
California,
like
the
investment
committee,
that
cannot
make
decisions
without
board
members
sewn
on
board.
Members
can't
make
decisions
on
those
committees,
so.
E
D
Right
and
just
to
clarify
I
had
a
little
bit
of
a
hard
time,
understanding
the
business
of
committees,
because
it
is
somewhat
different
than
what
the
city
is
used
to
on
the
City
Council.
You
may
appoint
a
subcommittee
of
two
of
you
to
do
this
or
two
of
you
to
do
that.
What
happens
with
board
committees
is
that
they
are
required
to
have
at
least
one
board
member
on
them
and
I.
D
Think
in
the
audit
committee
case
too,
but
there
can
also
be
committees
that
are
not
Committees
of
the
board
in
that
they
are
Committees
of
members
of
the
public
or
individuals
who
are
interested
in
some
topic
or
other.
That
might
wish
to
provide
some
sort
of
advice
to
you
and
so
you'll
see
that
reflected
in
the
bylaws
there's
committees
of
the
board
that
require
population
by
board
members
and
then
there's
other
committees,
advisory
committees
that
don't
actually
require
any
board
members
to
be
on
there.
So
I
think
what
mary
ellen
is
telling
you
is.
F
F
F
H
Easy
I'm,
sorry,
no
I.
Can
you
tell
me
if
I
heard
it
correctly,
so
when
my
understandings
are
certain
committees
that
are
required
under
the
state,
that
would
require
a
board
member
to
sit.
So,
for
example,
if
there's
already
two
standing
committees
that
must
be
maintained
and
a
board
member
sits
and
you
will
have
five,
then
you
have
three
left,
and
so
we
have
other
committees
that
require
a
board
member
to
be
present.
H
E
Right
because
it
think
of
it,
if
you
have
five
board
members
and
you
have
a
the
board
meeting,
then
you
have
the
audit
committee
meeting.
Then
you
have
the
investment
committee
meeting.
Then
you
have
the
grant-making
committee
meeting,
that's
four
meetings,
but
the
same
potentially
the
same
overlap
of
people
will
have
to
attend.
It
can
put
an
undue
strain
on
the
board
to
have
to
have
one
board
member
be
on
five
different
committees,
just
to
make
sure
the
committee's
have
board
representation.
E
A
E
B
E
C
Michael
who
the
chair,
thank
you
Mary
Ellen.
You
mentioned
the
possibility
of
having
a
range
of
numbers
not
deciding
on
a
number,
but
if
we
decided
that
it
would
be
somewhere
between
seven
and
eleven
or
five
and
11,
how
do
we
determine
when
we
have
enough
I
mean?
How
do
we
determine
the
forum
at
that
point
when
it's
a
range,
not
a
fixed
number,
the.
E
D
So
the
way
it's
set
up
in
draft
form
is
that
the
City
Council
is
the
appointing
Authority
for
board
members,
so
the
City
Council.
Let's
say
you
had
a
range,
for
example,
from
five
to
eleven.
You
could
initially
appoint
five.
Then
in
six
months
you
could
determine.
Maybe
we
need
a
couple
of
more
people,
so
there's
there
is.
It
does
give
you
a
bit
of
flexibility.
D
It
is
different
than
the
model
you're
used
to,
understandably
for
City
Council
members,
where
you
know
how
many
there
are
as
for
the
quorum
that
can
actually
be
defined
in
the
bylaws.
You
can
once
you
pick
what
that
number
is,
then
you
can
say:
do
you
want
a
majority
of
the
people
who
are
there?
Do
you
want
two
thirds
of
the
whole
membership?
What
do
you
want
that
quorum
to
be
so?
We
can
we
can.
D
We
can
determine
what
that
is,
but
we
need
to
know
if
you've
got
a
set
number
or,
if
you're,
if
you're,
looking
at
a
range
and
I
think
after
some
discussion
today,
I
think
I
think
staff
feels
for
a
number
of
reasons,
that
a
range
has
some
advantages
that
give
you
as
the
appointing
members,
some
flexibility
to
determine
what
to
do,
especially
going
for,
depending
on
the
number
of
committees
you
have
right
now.
The
bylaws
you've
only
got
essentially
two
committees
that
are
specified.
D
A
A
This
is
kind
of
a
one
of
the
only
situations
that
exist
where
a
public
utility
has,
as
a
you
know
not
settled,
is
not
the
right
word,
but
had
some
restitution
for
with
a
city
and
so
we're
dealing
with
kind
of
a
hybrid
here,
which
is
a
combination
of
City
Council
members
that
are
elected
by
the
people,
but
also
the
council
members
appointing
a
board
that,
in
fact,
you
know,
may
not
even
consists
of
all
San
brunner
residents
may
consist
of
financial
experts
and
stuff.
So
it's
it's
a
little
different
animal.
A
That's
why
you
know
we're
not
struggling
with
this,
but
we
want
to
make
sure
we
get
the
explanations
out
to
everyone
as
to
why
this
is
a
little
different
than
just
you
know
we're
going
to
set
up
a
non-profit.
It's
it's
a
little
different
makeup.
So,
having
said
that,
I
wanted
five,
originally
I'm,
leaning
towards
a
you
know
something
quite
a
bit
larger
heater.
Nine
or
nine
or
eleven
and
I
think
at
this
point
in
time.
That
would
suffice,
but
I'd
like
to
hear
the
rest
of
the
council.
C
E
An
emperor
can
chime
in
here
after
you
file
for
your
IRS
status
on
the
form
1023.
You
really
won't
want
to
make
any
bylaw
changes
from
that
period
until
the
organization
has
been
approved
for
tax-exempt
status.
If
you
do,
you
have
to
go
back
to
the
IRS
and
amend
the
documents
that
you
previously
filed.
So
there
are
some
consequences,
and
especially
in
the
first
year,
to
making
changes
to
the
bylaws,
but
in
the
nonprofit
universe
generally,
you
aren't
changing
bylaws
on
an
annual
basis.
G
B
D
C
If
we're,
if
we
decide
to
go
with
the
range,
I
would
say
that
we
give
ourselves
some
flexibility
and
choosing
a
low
enough
low
number
so
that
we
are
never
in
a
situation
where
we
don't
have
enough
volunteers
to
staff
this
the
committee
I
mean.
Would
that
make
sense?
We
wouldn't
want
to
be
in
a
position
where
we
fall
below
that
number
and
I.
Don't
know
that.
That's
I
mean
it's
a
possibility.
H
F
B
B
D
H
H
Of
course,
here's
and
I
didn't
have
this.
The
reason
I'm
also
wanting
to
know
as
I
think
it's
important
whether
we
have
if
there's
going
to
be
the
thought
of
having
council
members,
sit
or
not
sit
on
there.
For
example,
if
we
were
having
to
sit-
and
you
say,
there's
two
I'm
not
saying
that
that's
what
I'm
recommending
then
there's
three
openings
minimum,
so
I
just
want
to
make
sure
there's
an
F
representation.
H
If
that's
the
direction
of
the
majority
of
the
council,
that
there
is
a
broad
enough
now
granted
I
know,
there's
the
range,
but
I
just
want
to
keep
that
in
the
back
of
our
minds
too,
but
the
minimum.
If
that's
the
majority
of
the
council
desire,
then
there
would
be
three
that
are
not
so
anyway.
That's
it.
I'm,
sorry
mark
no.
D
Not
at
all,
so
at
one
of
the
last
meetings
the
study
sessions
we
had
there
were
some
discussion
about,
should
board
members
have
some
particular
qualification
and
I
think
the
consensus
was
no
leave
it
open,
but
we'd
like
to
think
about
the
issue
of
whether
board
members
should
be
required
to
be
residents
of
San,
Bruno
and
I
think
we're
all
comfortable
recommending
that
that
should
not
be
a
qualification
for
a
number
of
different
reasons.
You
may
want
a
broader
cross-section
of
the
community.
D
A
I
agree,
I
think
it's
good
to
get
a
pretty
diverse
group
of
people,
but
you
know
well-educated
type,
people
and
maybe
people
that
are
definitely.
You
know
well
versed
in
in
the
finance
community
when
you're
dealing
with
70
million
dollars,
it's
it's
a
huge
amount
of
money
and
if
there's
a
director
of
who
knows
a
large
corporation
or
something
that
has
a
specific
expertise,
that
would
provide
some
input
to
us
and
we
excluded
that
person.
A
I,
don't
think
we'd
be
serving
the
nonprofit
right,
so
I
think
we
I
think
we
leave
that
open
and
it
may
end
up
that.
You
know
everybody
lives
here,
but
it
may
end
up
that.
Maybe
one
or
two
people
have
a
large
influence
in
and
around
san
bruno,
but
don't
actually
live
in
the
city.
I
mean
it
could
be.
Who
knows,
you
know,
see
CFO
YouTube?
Who
could
be
anybody
like
that?
They
have
a
lot
of
influence
in
the
city,
but
maybe
they're.
Just
the
residency
is
not
here.
F
D
C
D
A
F
H
F
It's
kind
of
like,
though
oh
I
was
gonna,
say
with
the
art
and
culture
Commission.
We
wrestled
with
this
as
well,
and
we
let
two
positions:
beam
on
san
bruno
residence,
so
or
just
one
I
can't
remember,
but
but
for
that
very
reason
that
it
might
be
somebody
who
was
at
skyline
and
taught
art
or
different
things
like
that.
So,
but
they
should
have
some
connection
to
San,
Bruno
I
feel
anyway
or.
B
F
H
I'm
I
see
Irene's
point
and
it's
just
you
know:
I
don't
want
us
like
we're
supposed
to
live
with
this
for
about
three
years.
So
I
don't
want
us
two
box
ourselves
or
all
of
a
sudden
go.
Oh
gosh!
Well
we're
at
that
percent.
Now,
so
we
don't
have
that
opportunity
to
look
at
what
needs
to
be
done.
So
again,
as
the
mayor
said,
we're
talking
about
going
down
a
path.
If
you
have
traveled
something
that
it's
all
new
to
us
so
I,
you
know
just
like
we
talked
about
the
five
to
11.
F
I
guess
the
other
pieces
I'm
thinking
some
of
the
financial
things
that
need
to
be
done
or
will
be
looked
upon
us
to
have
done
we
can
always
are.
They
can
always
contract
out
for
someone
and
then
might
be
a
cleaner
kind
of
business
arrangement
than
having
somebody
on
the
board.
Do
that
I
mean
I,
don't
know
it's
sad
I.
D
C
Iii
think
my
my
initial
thought
would
be:
let's
just
not
put
any
limits
on
this.
Let's
we'll
leave
it,
you
know
undefined
they'll
be
the
war.
The
directors
will
be
the
people
that
we
as
a
council
decide
are
appropriate
for
for
the
position
without
putting
any
any
boundaries
around
it,
but
I
think
I
can
live
with
having
a
majority
the
residents.
If
that's
that's
the
council's
well.
B
H
B
H
H
H
But
again,
this
is
to
try
to
better
and
assist
san
bruno
in
somewhat
of
the
healing
process
of
something
that
this
community
I
think
you
know,
as
has
shown
through
its
almost
three
years
now
of
what
it
what
it
has
so
again
if
it
can
be
written
broadly
enough,
so
we're
just
not
saying
it
got
to
be
a
you
know
the
owner
of
the
business,
because
I
think
the
YouTube
is
example.
So
ffo
is
not
the
owner,
but
then
they'd
be
disqualified.
H
A
And
just
you
know
too,
for
the
benefit
of
the
public.
Everything
everything
is
going
to
happen
with
this
money
will
in
fact
affect
san
bruno
and
only
san
bruno,
so
ultimately
it'll
be
the
input
of
what
you
give
us
and
give
this
this
new
board.
That
will
determine
what's
going
to
happen
with
that
money.
So
it's
not
going
to
be
a
lot
of
outside
influence
to
do
other
things
someplace
else.
It's
all
going
to
stay
here,
great
job,
okay,.
D
D
D
Is
you
have
now
with
a
subcommittee
structure
where
you
have
two
members,
perhaps
of
the
City
Council
having
a
subcommittee
about
you,
know
sewer
and
water
rates,
for
example,
or
infrastructure,
and
then
in
essence,
reporting
back
true,
the
council
members
would
be
voting
members
of
the
board,
but
that's
that's
our
recommendation
at
this
point.
Then,
as
far
as
terms
are
concerned,
the
corporation's
code
says
you
can
have
six
year
terms.
I
think
Mary
Ellen
had
some
excellent
suggestions
to
say
they
really
should
be
no
longer
than
two
four-year
terms
within
a
break.
D
H
Do
you
one
thing,
of
course
it
kind
of
goes
to
the
next
chain
powers,
but
I,
guess
what
I'm
trying
to
understand
is
an
interceptor.
The
council's
recommendation
is:
where
did
where
does
the
actual
Authority
live?
For
example,
it
goes
to
the
board.
Do
they
ultimately
that's
what
I
need
to
have
answered
to
answer
this
question?
Do
they
ultimately
make
the
decision
about
expenditures
and
the
direction
or
is
that
then
come
back
to
this
council,
whoever
they
are
and
they
make
the
final
approval,
just
as
we
have
all
the
committee
commissioners
and
boards?
H
My
reason
for
asking
that
is
because,
if
it's
altima
Lee
going
to
come
back
to
the
City
Council
and
we
have
two
members
taking
up
the
seven
spots,
I
would
like
to
get
more
community
input
and
then
have
it
come
back
to
the
council
as
a
whole.
That's
why
I'm
asking
that
question
so,
but
as
far
as
the
terms,
the
way
very
long
described
it
I'm,
okay,
with.
D
That
so
just
one
comment
about
that.
I
think
this
is
a
good
example
of
this
difficult
intersection
between
the
public
entity
and
a
not-for-profit
entity.
You
know
under
the
corporation's
code,
the
nonprofit
board
is
the
one
that's
in
charge
of
the
affairs
of
the
corporation.
On
the
other
hand,
it's
not
unusual,
I
think,
is
both
Britt
and
Mary.
D
If
you
felt
that
that
was
appropriate,
I
think
the
the
key
issue
is
you
as
you're
right
who
is
ultimately
going
to
have
control,
and
this
is
a
very
unique
situation,
because
the
these
were
not
funds,
for
example,
that
were
donated
by
a
philanthropist
for
the
benefit
of
some
particular
organization
in
the
city.
These
were
funds
that
were
contributed
as
a
settlement
to
the
city
in
settlement
of
potential
legal
claims,
for
the
damages
that
the
entire
city
suffered
as
a
result
of
the
incident.
D
C
F
D
B
F
That's
that's
fine,
but
ok,
so
section
6
is
going
to
say.
Appointed
director
shall
be
appointed
for
a
turn
no
longer
than
two
consecutive.
For
you
terms,
okay,
that
I'm
fine
with
I,
understand
why
you
would
only
want
to
counsel
people
on
the
on
the
board
I
that
okay,
so
we
have
to
counsel
people
and
then
then
that's
it.
Hey.
D
F
H
A
H
Need
the
other
question
answered
as
I
already
indicated?
Is
that
because
again,
if,
if
it's,
if
it's
coming,
if
the
ultimate
decision,
as
far
as
the
expenditure
of
it
comes
to
the
council
after
a
certain
dollar
amount,
then
in
essence
I,
don't
know
that
two
members
of
the
City
Council
need
to
serve
on
this?
Who
also
can
be
then
elected
officers
which
I
don't
think
they
should
be
I.
Think
and
therefore
I
want
to
make
sure
we
have
enough
community
interest
and
input.
H
G
We
say
attorney
was
about
to
move
to
the
retain
powers
of
the
City
Council
or
the
city
in
the
operation
of
the
not-for-profit,
but
the
way
that
this
is
currently
structured
and
the
recommendations
that
are
contained
in
the
proposed
by
laws.
The
City
Council
does
not
retain
authority
over
the
distribution
of
the
funds
and
the
grant-making.
That
would
be
an
authority
of
the
not-for-profit
board
itself
and
that
entity
would
operate
essentially
independently,
with
the
City
Council,
retaining
certain
reserved
authorities,
appointment
of
board
members
and
and
a
few
other
things.
H
Appreciate
the
clarification
and
that's
because
if
that's
what
the
majority
of
council
would
decide
to
do,
then
of
course
I'm
going
to
say
we
should
have
two
members
of
the
council.
My
my
concern
and
I
raised
it
last
time
when
we
had
originally
gone
at
City,
Hall
I'm,
trying
to
envision
a
time
that
the
board's
goes
forward
and
says
we
are
believing
recommendations,
a
B
and
C
and
the
expenditure
of
the
68.75
million,
and
it's
done
and
we
get
a
room
full
of
people
that
say
wait
a
minute.
H
H
D
Right
so
I
think
the
answer
is
to
look
at
the
retained
powers
and
and
right
now
the
retained
powers
include
retained
powers
of
the
City
Council
you'd
have
to
approve
any
change
in
the
articles
or
the
bylaws
you'd
have
to
approve
the
adoption
amendment
or
repeal
of
the
Corporations
investment
policy.
You'd
have
to
approve
the
corporation's
annual
budget.
So
that's
an
important
function.
D
There
you'd
have
to
approve
any
amendments
to
the
corporation's
grant
policies,
and
so
we
wrote
that
specifically
to
be
slightly
broader
than
the
City
Council
saying
yes
to
the
Little
League
no
to
ayso.
That's
not
something
that
we
recommend
the
City
Council
get
involved
in,
but
instead
that
the
City
Council
do
get
involved
in
the
overall
policies
for
issuing
grants,
City
Council
would
have
to
approve
the
election
of
officers
of
the
corporation
would
have
to
approve
an
agreement
for
managing
the
affairs
of
the
corporation
acquisition
of
real
estate.
D
Obviously
an
important
thing:
if
there's
going
to
be
some
facility
built
on
on
city,
property
or
otherwise
approval
of
any
indebtedness
of
the
corporation
or
the
corporation's
assets
affiliation
of
the
corporation
with
anybody,
that's
fairly
unlikely
and
then
finally,
appointment
and
removal
of
members
of
the
Board
of
Directors.
So
those
are
right
now
as
it
stands,
the
proposed
retained
powers
of
the
City
Council,
which
are
quite
broad
yeah.
B
I
I
do
think
that
this
strikes
the
the
reserve
powers
strikes
the
perfect
balance
of
giving
the
board
discretion
and
the
City
Council
discretion,
and
just
based
on
bylaws
that
we've
drafted
for
other
cities.
This
this
is
gives
the
City
Council
a
tremendous
amount
of
discretion
and
power
to
do
certain
things.
C
C
I
don't
necessarily
want
to
exclude
council
members,
but
I
think
requiring
that
members
of
the
City
Council
sit
on
the
board
is
not
necessarily
but
in
the
best
interest,
and
there
is
a
lot
of
politics
that
goes
behind
what
we
do,
and
sometimes
it's
just
perceived.
Sometimes
it's
real,
but
I
would
hate
to
taint
what
we're
doing
with
this
body
with
with
those
sorts
of
things,
whether
somebody's
aligned
with
one
one.
C
Group
in
the
city-
even
it's
a
charitable
event,
but
you
know
there's
too
much
coziness
there.
It
could
be
perceived
that
that
council,
member,
then,
is
you,
know
looking
for
political
favors
and
then
might
try
to
influence
the
thing
one
way,
even
if
it's
just
to
that
they're
still
in
the
in
the
minority,
but
I
like
the
idea
of
just
keeping
this
completely
separate.
We
have
a
lot
of
influence
over
the
guidelines
and
how
it
operates.
C
I
think
there's
a
lot
in
the
bylaws
right
now
that
say
what
the
intent
is,
that
it
needs
to
be
enduring
I.
Don't
think
we
need
to
worry
too
much
about.
You
know
that
this
group
sort
of
hijacking
what
we've
intended
to
do,
I
think
we're
pretty
clear
with
the
intent
and
we
do
have
control
over
who
sits
on
the
board
and
so
I
I
think
that's
enough
influence
from
the
State
Council.
D
A
F
Well,
I
think
way:
back
Rico
and
I
had
agreed
that
it
was.
It
was
going
to
be
a
difficulty
if
the
council's
were
excluded
from
this
board
because
of
the
accountability.
The
council's
have
that
we
walk
around
and
people
say.
Are
you
doing
this?
Are
you
doing
that
and
and
if
you're
too
far
I
understand
what
you're
saying
about
the
politics
of
it,
but
if
you're
too
far
removed,
if
the
council's
too
far
removed
from
what
the
non-profit
board
is
doing,
I
don't
want
to
stand
there
and
shrug
and
go
well.
F
I
have
no
control
or
I
won't
know
anything
what
they're
doing
until
we
see
the
annual
budget
or
any
of
those
kinds
of
comments,
so
I
definitely
want
at
least
two
council
people
there.
I
I
have
some
questions
about
the
powers
I
think
as
far
as
I
can
think.
Anyway.
You've
made
them
broad
enough
to
cover
many
things.
I
just
have
a
question
about
like
the
approval.
The
corporation's
annual
budget
cannot
be
read
to
say
you
might
approve
all,
but
two
items
or
you
might.
F
B
F
D
H
Can't
there
be
just
as
the
city
manager
has
authority
up
to
a
certain
dollar
amount
and
then
when
it
exceeds
that
dollar
amount,
it
must
come
to
the
council
for
approval.
Why
can't
it
be
in
the
same
line
of
that
up
to
certain
range?
The
board?
Can
you
know?
Obviously
my
comments
are
known
and
that's
fine,
because
I
do
think
that
and
not
that
anyone
and
I'm
not
alluding
the
name.
H
D
We've
dealt
with
a
little
bit
about
signature
authority,
but
that
really
deals
with
with
contracts
and
not
with
grant
making.
So,
if
you're
concerned
about
grant
making
that's
that's
something
separate
that
we
could,
we
could
bring
back
I,
don't
know
if
you
have
any
any
thoughts
about
that.
I
think.
E
There
are
some
limitations
of
powers
according
to
the
california
corporate
note
yep
there,
and
so
the
City
Council
I
think
has
probably
the
most
broad
and
sweeping
powers
allowable
according
to
the
california
corporation
code
written
in
here.
So
the
level
of
control
you're
talking
about
for
the
city
council,
wouldn't
be
permissible
for
a
separate
non-profit,
501c3
entity
in
the
state
of
california.
Thank.
B
A
We're
coming
up
past
seven
o'clock.
We
have
a
council
meeting
to
to
do,
but
let
me
just
throw
in
the
last
couple
of
words
here
I
I
would.
I
would
agree
with
irene
that
there
be
two
council
members
on
the
on
the
board.
The
reason
being
this
council
negotiated
that
settlement
and
we
did
it
for
the
benefit
of
the
entire
community
of
san
bruno
and
just
the
way
Michael
said
there
could,
possibly
god
forbid,
be
political
influence
behind
the
scenes.
There
is
political
influence
works
both
ways.
A
F
F
D
E
F
B
B
D
B
D
We're
intending
to
bring
back
the
final
draft
of
the
bylaws
and
your
next
meeting
or
a
housing
meeting
in
the
very
near
future,
because
we
need
to
get
these
finalized
in
order
that
other
things
can
happen,
other
filings
can
be
made
so
right
now
our
plan
is
to
bring
them
back
to
you
at
the
next
regular
meeting.
You.