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Agenda Report - November 10, 2003 B-01 SM
OF LODI COUNCIL COMMUNICATION AGENDA TITLE: Discussion Regarding Boosters of Boys and Girls Sports (B.O.B.S.) MEETING DATE: November 10, 2003 PREPARED BY: Deputy City Manager RECOMMENDED ACTION: That the City Council Members and Parks and Recreation Commissioners discuss the Boosters of Boys and Girls Sports (B.O.B.S.) organization. BACKGROUND INFORMATION: At the request of Mayor Hitchcock, this joint meeting with the City Council and the Parks and Recreation Commission is scheduled to allow the two entities to discuss the B.O.B.S. organization during a public session. The Mayor has suggested that legal, structural, and programmatic aspects of the B.O.B.S. be the focus of the meeting while allowing members of the public to comment as well. Attached for Council Members' and Commissioners' information are the following documents: 1. Exhibit A: 2. Exhibit B: 3. Exhibit C: 4. Exhibit D: 5. Exhibit E: Lodi 6. Exhibit F: 7. Exhibit G: 8. Exhibit H: 9. Exhibit I: 10. Exhibit J: Sieglock. 1993 Addendum To Agreement Between the B.O.B.S. and the City of Lodi 1987 Agreement Between the B.O.B.S. and the City of Lodi 1999 Restated Bylaws of the B.O.B.S. 1987 Bylaws of the B.O.B.S. 2003 Concession Operations Agreement Between the B.O.B.S. and the City of Boosters of Boys/Girls Sports Organization Description 1992 Purpose of the B.O.B.S. 1998 B.O.B.S. Organization Chart 1992 B.O.B.S. Organization Chart April 28, 1998 Memorandum from City Attorney Randy Hays to Mayor Jack A. Subject: Commission/Committee Report FUNDING: Not Applicable ecIly submitted dA59;:7- Jane . Keeter De ty City Manager Attachments APPROVED: H. Dixoh Flynn -- Cit$ Manager 11#5State Budget Update.doc 11!06103 N � = ==Z' = =a= = n��= M -====a =W== = Wnw = == =====nW === ======= tkn =M=== ==ftm == RESOLVED, tbALt the Lodi City CofUUcil hereby approvee an addendum: to the FebZUary 4, 1987 agreement between the Boosters of Boys and Girls Sports and the City of Lodi on file in the Office. of the City Cle�rkwhich addendum clarifies the relationship Of PAX -t. - t ime BWO employees amd thie City of Lod ; and MRMMF, RESOLVED, the City Manager and City Clerk are herekW authorited to exacutethe addendum to agreement on babaaf of the City I hereby certify that Resolution NO. 93-3,7 was�passed and adopted by the Lodi City Council in a regular meeting held %7aaua ry 20, 3,993 by the following vote Ayes.. council members - mann, Sieglock, Snider, Pennino (mayor) ftes-. Council Members - Davenport Absent-. council Meabers - Nme RES9317/TXTA.02i nnifer . arrin I � . i ': City Cloik M ADDENDUK TO AOREZMMT BOOSTERS OF BOYS AND GIRLS SPORTS (BOBS) AND CITY OF LODI) THIS ADDENDUM, entered into this _2Oth day of 1993, by and between the BOOSTER$ OF BO)rS AND GIMS S PORTS (BOBS) and.the CITY OF LODI, a municipal corporation ("City") shall be. as follows; WHERE", on Febraoxy 4, 1987, the parties. hereto entere* into: an. agr4�amant for the purpose of creating and def-ining. a relationship, under which. the parties would cooperate on certain Parks and,Recreatica programs; and WHERRAS, under the aforementioned agreement, B0138 has the right to operate food and beverage concessions at certain City facilities, and WHEREAS, it now appears necessary and des.irable: to clearly dolineate the status of and procedures for the hiring, dismissal and supervision. of exployees operating s%Ach concessions, NOW THEREFORE W I T N 9 S S 9& H: That agreement entered into on February 4, 1987 between the. parties hereto is amended by adding the following provisions: 1. All employees hired to staff the concessions at those city facilities where BOBS operates such concessions shall be deemed part-time employees of the City of Lodie This shall not include BOBS volunteer coordinators. 2, Such employees shall ha.ve the same rights and privileges, and shall be subject to the same provisions as other City employees in mattergi of hiring, dismissal and promotion. -I- 4. All other to and coj�djtions of rho agreement dated February 4, IM shall remain in full force and effect. IT IS SO AGPYRD. a M� prlr,].�� AGPjWC.2/TXTA,01V NOOSTERS OF BOYS AND GIRLS SPORTS (SODS) Pr oident AGR Ell.Q.T THIS AGRUMENT entered into His 4th day of February1987, by and between CS-3 r TY OF LODI, a t-tunici Corporation, hereinafter called "CITY", and BOOSTERS Of BOYS/GIRLS SPORTS, hereinafter called "BOBS"; It is the purpose W intent of this Agreement to reduce to writing the working relationship t4pt has in the past and will continue in the future to exist between CIT'--' arid, BOBS in the conduct of the operation of the Lodi Recreatica & Parks recreation program for the use and citizeny of the City of Lodi. CITY actino ledges and understands that BOBS is a non-profit corporation composed of volunteer citizens residing in the Lodi area® CITY further acknowledges that it is aware of the purposes set forth in Article 1, Section 3, of the Sy -Laws of BOBS which purposes read, so far as pertinent here, as follows; A. To serve in an advisory and coordinating capacity to the Lodi ReareWon and Parks Department in all matters pertaining to joint program sponsorship, general program policiesl and rules and regulations. 3. To serve in mutual cooperation with the WK Rjareation and Parks Department in promoting and encouraging participatiqg in competitive athletics by youths from ages 6 tWough 18. C. To increase interest and support in com- petinive athletics by involving a great number of adults directly or indirectly as volunteers in athlewins at all levels and various program areas. FTo assist the Lodi Recreation and Parks Depaztmant in financing varicus programs for youth by participating in fund-raising awtivits ez, G. To bring to youth a deeper realization of tae Qporzaoce of sportsmanship and fellowship through participation in athletics. Z0 3S agrees to provide its members to CITY for the conduct K its various athletic programs throughout the year. All of said persons shall be considered voluntwe:s and Thail receive no ccmpensation as such nor Q- shall BOSS be entitled to any compensation for the services to be pirformed by its members on Mali of ,QTY® It is acknowledged and agreed that the Director of CITY'S Park & Recreation Papartent shall be the Wthorized person to assign and direct the members of $CBS in their participacion of the sports a recreation program of CITY. CITY agrees that while any of the members of BOB$ are participating in the sports and recreation program of CITY pursuant to this Agreement, that member shall be indemnified and held harmlesi from any suit, claim or liability that may or might be filed againza that member Similar to the coverage prcvided to any other volunteer or employee of CITI. CITY agrees to hold =56, it officers and direc- tors free frem any suit, action or claim for damage, up to a maximum of $250,000.00, that may or might be filed by reason of injury to participants in CITY'S sports and recreation prcgrams, which program may at that particular time be under the direction or supervision of a member BOBS. CITY does hereby grant to BOBS thy exclusive right to operate the food and beverage concession at Salas Park, Kofu Park and at such other public places as may be per- mitted by the Director of CITY'S Parks and Recreation Martment, BOBS does hereby agree that the net proceeds received Nom the sale of food, beverage and merchandise as said concession stands shall be used by them in carrying cn the CITY'S.recreational programs and shall make the funds available for disbursement upon the putual agreement of UBS and the Director of CITY'S Parks and Recreation Department. ROBS agrees to maintain in full force during the time that they are operating said food concession stands, a liability insvrance policy in the minimum sum of $500,00.00 which shall name the City of Lodi as an addi- tional Usured and under which policy the insurer agrees to indemnify and hold the B055 and City of Lcdi harmless from and a7ainst all costs, expenses and liability arising out of or based upon any damages claimed by any perscn purchasing food from said concQssion stands, in addition to the additional named insured endorsement on BOBS' I= policy of insurance, said insoeance poticy s.hall be e . ndorsed to include the following lanquage: A duolicate or certificate of said insurance Policy containing the ahovq-stated required endorsements shall be delivered to the . City Attorney after the issuance of said. r-911cy, with satisiactory evidence that the carrier is r�auired to aive the City of Lodi at least 10 days prior notice of the cancellation or reduc- tion in couerage of the Policy during the effec- ti,4-e Period of thi 5 Agree-ment. 161 there has been �Q such delivery with -in 48 hcurs prior to the eMD-iratiOn d=-te Of the POUCY, this Agreement szall be null and void. CITY agrees that BOBS may conduct their business and have as itsprincipal place of business Such office facilhies as may be furni5hed by CITY, free of charge to BOBS. This Agreement may be terminated by eit-her party upon the giving of a written 30 day -notice to the other party. IN WITNESS WHEREOF, the parties hereto have set ,%-,heir hands as of the day and year first hereinabove writt,en- ATTEST. CITY OF LODI (J r, z; y �L �ek Mayor Hereinabove called "CITY" as Uo Forn, 30CSTERS OF BOYS AND f GIRLS SPORTS Here-inabove called "BOBS" -3- W= THIS AGREEMENT entered into this 4th day of F e b2r u �a , 1987, by and between CITY OF LODI, a Municipal Corporation, hereinafter called "CITY", and BOOSTERS OF BOYS/GIRLS SPORTS, hereinafter called "BOB -S"; It is the purpose and intent of this Agreement to reduce to writing the working relationship that has in the past and will continue in the future to exist between CITY and BOBS in the conduct of the operation of the Lodi Recreation & Parks recreation program for the use and citizens of the City of Lodi. CITY acknowledges and understands that BOBS is a non-profit corporation composed of volunteer. citizens residing in the Lodi area. CITY further acknowledges that it is aware of the purposes set forth in Article I, Section 3, of the By -Laws of BOBS which purposes read, so far as pertinent here, as follows: AR To serve in an advisory and coordinating capacity to the Lodi ecreation and Parks Department in all matters pertaining to joint program sponsorship, general program policies, and rules and regulations. B. To serve in mutual cooperation with the Lodi Recreation and Parks Department in promoting and encouraging participating in competitive athletics by youths from ages 6 through 18. C. To increase interest and support in com- petitive athletics by involving a -gr•eat number of adults directly or indirectly as volunteers in athletics at all levels and various program areas, F. To assist the Lodi Recreation and Parks Department in financing various programs for youth by participating in fund-raising activities. G. To bring to youth a deeper realization of the importance of sportsmanship and fellowship through participation in athletics. BOBS agrees to provide its members to CITY for the conduct of its various athletic programs throughout the year. All of said persons shall be considered volunteers and shall receive no compensation as such nor shall BOBS be entitlod to any compensation for the services to be performed by its members on behalf of CITY® It is acknowledged and agreed that the Director of CITY'S Park & Recreation Department shall be the autborized person to assign and dirept the members of BOBS in their participation of the sports and.recreation program of CITY. CITY agrees are participating in CITY pursuant to this indemnified and held liability that may or similar to the covera employee.of CITY. that while any of the members of BOBS the sports and recreation program of Agreement, that member shall be harmless from any suit, claim or might be filed against that member ge provided to any other volunteer or CITY agrees to hold BOBS, it officers and direc- tors free from any suit, action or claim for damage, up to a maximum of $250,000.00, that may or might be filed b . y reason of injury to participants in CITY'S sports and recreation programs, which program may at that particular time be under the direction or supervision . of a member of BOBS. CITY does hereby grant to BOBS. the. exA--Iusive right to operate the food and beverage concession.at, Salas Park, Kofu Park and at such other public places as may be per- mitted by the Director of CITY'S Parks and Recreation Department. BOBS does hereby agree that the net proceeds received from the sale of food, beverage an . d merchandise at, said concession stands shall be used by them in carrying on the CITY'S recreational programs and shall make the funds available for disbursement upon the mutual agreement of BOBS and the Director of CITY'S Parks and Recreation Department. BOBS agrees to maintain in full force during the time. that they are operating said food concession standst a liability insurance policy in the minimum sum of $500,000.00 which shall name the City of Lodi as an addi- tional insured and under which policy the insurer agrees to indemnify and hold the BOBS and City of Lodi harmless from and against all costs, expenses and liability arising out of or based upon any damages claimed by any person purchasing food from said concession stands® In addition to the additional named insured endorsement on BOBS' policy of insurance, said insurance policy shall be endorsed to include the following language-. A duplicate or certificate of said insurance policy containing the above -stated required endorsements shall be delivered to the City Attorney after the issuance of said policy, with satisfactory evidence that the carrier is required to give the City of Lodi at least 30 days prior notice of the cancellation or reduc- tion in coverage of the policy during the effec- tive period of this Agreement. If there has been no such delivery within 48 hours prior to the expiration date of the policy, this Agreement shall be null and void. CITY agrees that BOBS may conduct their business and have as its principal place of business such office facilities as may be furnished by CITY, free of charge to BOBS. This Agreement may be terminated by either party upon the giving of a written 30 day notice to the other party. IN WITNESS WHEREOF, the parties hereto have set their hands as of the day and year first hereinabove written. ATTEST: CITY OF LODI ul/ city Clerk Mayor Hereinabove called "CITY" BOOSTERS OF BOYS AND GIRLS SPORTS BY a Pr Hereinabove called "BOBS" 10 MI A Caffor m"a Nonprofit PuS blic BeneritCorporation C0908721 RevisedAugust 11, 1999 Cu���smum/x ! t' ' ' '' ' ' .' . '' ' '' ' ' . ' ' ' ' ^ snS ao uojsjndxq,.iqjsaanpamaj ~c t'' ' ' ' '' ` ' ' ' ' ' ' ' . ' ' ' ' . '' ' ' '' ' ' '' ^ j0 tioTsuadsnS ~Z qsnqmoW c. . . . . ... . ... ... .. � . . . . ... �^ � . . . . .' 30 ~I � , . . .. `..^ .... . . . .. . .. -dilqsaaqmaW jo uotsuadsnS puu' -(I RL I al � '` ' ' ' ' ' . '' '' '' ' ' ' ' ' '' ' '' ' ' ' ' '' ' ' '^~ju��I�I����0�8-laqlu ^D `. .^ ^ . .. .^. . .^ .. E.. ^ ^ .. ^^.... .. . .. ^ . , . .'. ^. . . .'.. .` .. .. . UPOA .Z � .^ ^ .^ . .. . ' .^ ^^.. . . . ^ . . ^.. . ... ''. , .q ,z ...... . . .. .. ., . `. . . . ^. .^ ^. .,.. . , ~ dlqsjaqtuaw leJmag ~v � . . . . . . . , . . . .` . . . . . . . . . . ^ ^ ` . . . . . . suopooUlMnio ~I. ^^ ^^ . .. .` `. .^ ^` ^ .- uaWjoslq2r' - -v z.' ' .. . .. .. . .... . . . ' ^. .. . . .. ^.. . . . . .. . ... '.'. . ... 'Al z' ' ' '^ ' ''' ^'Samilod pur uonewaoA I ^' ' ^ ' ' ' ' ' ' ' ' ''^ `' ' ' ' ' ' ' ' ' ' ' ' ' ^' ' ' '' ' ^' ' ' ~sagodind 3gpa�S `a �^'^^ ' '- ''' '' '^'^ ' ^' ' '' '''`` '^ ' '^' ''''''' ^smsodanj IUMOD IV � ' ' ' '' ' ''` '''^~' ' � ' ' ' `''' '' ' ' ' '` ^ ' K���' 'UT I' ^ ^ ' ' ' ^ ' ~ ^ ^ ' ' ' ' ' ' ' ` ' ' ' ' ` ' ^ ' ^ ' ^ ' ' ' ' ' ' ' ' ^ ^ '^ oaWobuija v T'' ^ '' ''^^^ '' '' ''' '' ^ ' '-'' '' ''' '' '' ' . '.' '' �� 4. of '^ ' ' ' ' ' '' ' ' '' ' ' ' ' ' ' ' ' ' ' '. ' . . . . . ' .4 F, Transfer of Membership. ' . . ^ . . . . . . . . . . . . . . . . . . . ' . ` ^ . . ` . . ' , . .5 F. Meetings of Members. .. .. .' .. . . . . . . . . . . . - . .. . .,� 2. . . . ` '' '. ' . . . .' . . .. . '. . '. ,. . . ---_5 3. Special Meeting. .. .. . '.. .. .. . ....... ` . . . ^.. .. ,^ . ^, . , '`.5 a` Persons Authorized to CaIL ..`. . ... ... , . . '.,. `. . . ' .. .,.5� b~ Calling Meetings. . ... . , .^ . .... ..,. . . ',.^. .. . . .'^.'..5 c. Proper Business of Special Meeting. .. . .. . .. .. .. .. . . . .. . .. 5 4. Notice Requirement. for Members' Meetings. ........... ... 5 a. General Notice Requirements. ..... . .. .. ^ .. .. ... ., ... `' .5' b- Notice of Certain Agenda Items.. .. '. ' '. . .. .' ''' ' '^' '^`' '6 c. Manner of Giving Notice, . . . .. .. . . . . . -----_6 ' d. Affidavit of Mailing Notice ...... 6 5 . Quorum. .. . . . . .'. . '. . . . . . ... '. . . .. . . . . .. .' , ^ . ^, .. . . .6 6. Voting ...... . '. . .. .. . .. ...... .. .. . .' . .. .. .. . '. . '. . 6 a. Eligibility to Vote. .. ., . ~. ... .`. .. ., ^ . ... .. . ',. '.. . . . 6 b, Manner of Casting Votes. .. .., ... . . ._. . .. .. ^. _ .. . .. . .` 7 c^ Number of Votes. .. '' ' , . .. . .. . . . . . . ... .. .. . . . . '. . . . .7 d. Approval by Majority Vote.^ .. .., . . .. . . . . . . .. .. ^ .. . . . ' .7 e. Waiver of Notice or Consent by Absent Members, .. . .... .. ...7 ainim^ �/z�p b. Action by Written Baflot Without a Meeting. . - - .......... 8 (1) Solicitation of Written Ballots ............. ...... 8 (Z) Nwnber of Votes and Approvals Required . .............. 8 (3) Revoking Ballots. ....... .......... 8 (4) Filing Ballots. ............. 8 S.. Record Date for Notice, Voting, Written Ballots and Otber Actions. 8 a. Record Date Fixed by Board. . . - . , ... .... e . . . . , . 8 b. Record Date not Determined by Board ....... ....... 9 9. Proxies. ...... ......... 9 aR Members' Proxy ]Rights. ....... .9 b. Form of Solicited Proxies. .9 c. Requirement that General Nature of Subject of Proxy be Stated. ,9 d. Revocability. ............. 10 10, Adjournment and Notice ® AcUourned Meeting. 10 11. Conduct of Meetings. 10 V, Directors ...... 10 A. Powers. ......... -- ....... ............. 1,0 I. General Corporate Powers. ........ 10 2, Specific Powers. ........... 10 B. Number and Qualification of Directors. ........ ....... 11 C. Election of Directors ....... I I. Nominations by Committee . ....... ......... 11 Rniwd S/ 1 V99 100270453,"TO 2 . Nominations from the Floor, . . . . . . .. .. . . . ,,.... . .. . .. .. . . 11 3. Use of Corporate Funds to Support Nominee.' ' ' ' ' ' ' . ' ' , ' ' . . ' ' ' II D. Election, Designation and Tenn 0f Offiee. , .. . .. .. ..'. .. .. .'.... 12 1. Events Causing Vacancy, . ' . . ' ' ' ' ' ' ' ' ' ' . . ' ' ' . ' . ' . . . .. , . . . 12 2. Resignations. .'.. . . . `.,.. . . .. ..`' . . . .. .... .. .. ' .. .. . . 12 ' 3^ Filling Vacancies. 12 4No Vacancy on Reduction of Number of Directors. 13 F. Meetings of Board of Directors . .. .. . .. . . . . . . . .. .. . .. .. . .. . . . . 13 I. Place of .. . . . . . . . ' . . .. ... .. .. . .. . .. . 13 2. Meetings by Telephone.. . . . .. .. . .. .. .. .. .. .. . . .. . . . . ... 13 I. . . ., .. .. .. .. .. .. .. . . .. ' .. ' 13 4` Other . . , .. .' ' '' .. '. . .'. . ... . . . .. . . .... 13 5. Special Meetings. . ..'. . .. .. .. . .,. .. .. .. . . . ^.^.. . 13 a. Authority to Call. .'. ' . . .. . .''. . . . .. . . . .. . .. . . .._. . . 13 b� Notice. . . . . . .. .. . . . . .. , ..` . . .. ..^ ^ 1.3 6. . .^. ,. .. ' . . .. . . `. . . . . '. . . .. .. ... . . . . . .. . .. . 14 ' ' ' � 7. Waiver of Nmtice. . . . .. . . . .'' ' .. . . ' .^ . . . . .. . . .. . . .. . .. . 14 S. Adjournment, . . .. . . . . .. .. ^. . . _ . . .. . 14. � 9. Notice of Adjourned Meeting. 14 � G�.. ... . . . . . . .. . . . . . . . . .. . . . . . . .. . . . . �� ' � ~ ` M Compensation and Reimbursement. . . . . . . . .. .. . . . . .. . .. . 15 1. Committees . .. . . . . . . .. .. . . . . . . .. . . . . 15 R°v�x6*/2/*9 � iv /002704'S3/V:o � ____ Creation of Committees, ...... 15 2.. Chairperson of Conmittees. ..... 1,6 . Meetings and Action of Committee. 16 . Sports nxeff 16 .p Program. Conunittee.s. .................................. 1 6. Complaints at an Event. ............ . ............ 17 `. Appeal ..................................m......... 17 OFF......... ....................... 1...1.1.1..,..,1 A. Officers of the Corporation. , ... , 1 1 .......... 1 1 .... . ......... 1 W Election of Officers. .................. 1 ff Other Ofricers.....................,,...,................18 D. Removal of Officers. ......... . . . . 1 1 ....... 1 1 .......... 1 , Resignation of Officers. ................................ 1 F. Vacancies <in Office . ................ . . 1 1 1 1 , .. , ............ 1 G. Responsibilities of Officers. rs. ....................... 1 . President. .............. ................4...,.,..... 19 . Vice President. .... . . . ... . . . . 1111... , ..1111.. , ........ 1 . Secretary. ... ....... ..................,........,.... 1 as Books of Minutes . ................... . . ......... 1 b. Membership Rscar s, ... , 1 1 ...................... 1 1 . 1 c. Notices and other Dutiesm ............................. 1 . Treasurer. .................................1 Rvviwd 3/12/99 a, Books of Account, ,, .. .. . '. .` . . , _ . . . . ..... .' ._, .. , , 19 b, Deposit and Disbursement of Money and Valuables. .._. .. .. . . 2-0 VIT. INDEMNIFICATION .. .. . .. .. .. . . . . .. .. .. . . .. , ,.. ^. .. .. .. ^ . , 20 A. Right of Indemnity. .. ... .. ... .' . .. .' .. . . . . . ... .. .. .'. . . ' ^ 20 B. ApprovalofIndemnity. . .. .. .. '... .. . . . . —1— 20 C. Advancement of Expenses.... .. ... ...... . . .. .. .. .... .... .. . . 20 D. Insurance. 20 VIII, RECORDS AND REPORTS. '' ' ' .' ' ' ' '. . '' ' ' ' . ' '. ..' .'. '' .. . . . 21 A. Maintenance of Corporate Records. . .. '.. . ' .. . ^ . .^ .. .. ., . .^ . . 21 B. 's ' .' '` ' `' . . ' ^ ' ^^ ' '' '. '' '. ' . ' .-' . 21 1. MembershipRecords. .. . ... . .. .. . . . . .. .. . . .. . . . . . .., . . 2.1 2' Alternative to Inspection.. . . . . . . .--- .. , . .-.. . . . .. . . . . 2.1 3, Denial of Inspection... .. . .. .. .. . . . . . , .. .. . .. . . .. '. . '. . . 21 4~ Person to Inspect and Copy. . .. .' '.. ' ' ' '' ' .' ', '' . .' '' . . . . `21 C. Accounting Records and Nfinutes, .. .. .. . .. . .. . .. .. .. . .. ., . .. . 22 D. Maintenance and Inspection of Articles and . ^ .. .. . . .-. . .. . . 22 E. Inspection by Directors. . . . .' . .. '. . . . . . . . . 22 F. Annual Report. . . . . . . . , . . . . . . . . . ^ . . . . . . . . . . ., . . . . . . . . . . . 22 G, Annual Statement of Certain Transactions and Indemnifications. ..``... 23 IX~ GENIFRAL ADMINISTRATM MATTERS . .. . . .. .. .. . . . .. . . . . 23 A. Execution of Contracts and Instruments. .. .' . . . . . .. .... . .. .` ' '' ^ 23 B. Construction and Definitions. . . . . .` . .. .. . . . . . . . .. . . ` . . . . 23 X, AmENDMENTs ^ . ... . .. . � � .... � . . . . �. . .. � . � . .. . . � � � � . . � . 24 V1 /00-2m*-3,WPO A., Amended by Board. ..... ........... ...... 24. RESTATED BYLAWS OF BOOSTERS OF BOYSIGIRLS SPORTS A California Nonprofit Public Benefit Corporation 00908721 The name of this corporation is BOOSTERS OF BOYS/GIRLS SPORTS (.,.S,) 11. PRINCIPAL OFFICE A. Principal Office. The principal office or the transaction of the activities, affairs and business oftlie corporation (hereinafter "principal office") is locate at 125 Forth Stockton Streets Lodi, San Joaquin County, California. The Board of Directors (hereinafter "Board") may change the. principal office, Any change of lobation of the pec pa,l office shall b� noted by theSecretary on these Bylaws opposite this section or this section may be amended to state the new location. Other Offices. The Board may, at any time, establish branch or subordinate offices at any place or places. where the corporation is qualified to conduct its activid s. 111. PURPOSE AND. LIMITATIONS A. General Purposes. This corporation is a nonprofit public, benefit corporation or a.Rized under the Nonprofit Public Benefit Corporations Law. "he' genera 1purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized a nder such law . R Specifle Purposes. a To servff. as an advisor to and coordinate with the Lodi Parks and Recreatio.n Department in all matters pertaining to joint program sponsorship, general program policies, and rules and regulations. 2. To serve in mutual cooperation with the Lodi Parks and. recreation Department in promoting and encouraging participation in competitive athletics by youths from ages 6 through 1 , a To increase interest and support in competitive athletics by involving a great numt� er of adults, directly or indirectly, as volunteers in athletics at all levels and various ;grogram areas. ki i;ctl 8/1?/9" DO 27045.3MPC) 4. To Dozer the outstanding volunteer personalities of the corporation and of the w To serve as a social and recreational outlet for adults sharing a common interest in sports . To assist the Lodi Recreation and Parks Department in financing various pro ranis for youth by participating in fund-raising activities. To bring to youth a deeper realization of the importance of sportsmanship and fellowship through participation in athletics. F ormation and Policies. This corporation has: been formed under the California Nonprofit.Public Benefit Corporation Law for the above-described purposes. and it shall be nonprofit and nonpartisan. No substantial part of the activities of the corporation shall consisc of carrying on propaganda, or otherwise attemptuag to psi ue c legislation, and the corporation shall not participate or intervene in any political am ai n (including the publishing or distribution of statements) on behalf of any candidate for public office, D. Dedication of Assets. The property and assets of this nonprofit public beriefxt corporation are irrevocably dedicated to charitable purposes. No part of the net earnings, property or assets of this corporation, on dins lzidmi or otherwise, skull inure to the benefit of any private person or individual, or any member, director or officer of thds corporatio-n. On liquidation or dissolution, any property and assets and obligations shall be distributed and paid over to a nonprofit fund, foundation or corporation which is organized and operated �xclusiveiy for charitable purposes and which has established its tax exempt status under Section 501(c)( of the Tnternal Revenue Code. . MEMBERS r . Classes and Qualifications. This corporation shall have 2 elasses of memberships. general membership and sponsor membershi . Any person dedicated to the purposes of this corporation, 18 years of age, or older and of good character shall beeligible for individual mernbership upon acceptance of the applicant's application by the Board and payment of such dues and initiation fees as may from time to tame be fixed by the Board. The classes of rzwr b rship shall be defined as fellows: a. General Membership. This class shall consist of any individual who is dedicated to the purposes of this corporation. Members of this class shall be given a voice in matters pertaining to the carpo at on as provided in these Bylaws. Members of this class shall have the right to participate in all social, recreational activities and other privileges as authorized by the Board • General members shall be admitted upon approval of the application AG.i,vd V12/99 by the Board and on timely payment of such dues and fees as the Board may fix from time to time. b. Sponsor Membership. The members of this class shall have all the privileges of the general membcrs, This classification shall include all orgaRlizations, companies or i:ftdividuals that sponsor a corporate activity to the extent of $125,00 or more, Each organization orcomp any shall designate an individual to be its representative and exercise its vote, 2. Voting: Members, General members and sponsor members in good standing shall have the right to vote, as set forth in these Bylaws, on the election of directon, on the disposition of all or substantially all of the assets of the corporation, on any merger and its principal term and any &mendment of those tenns and on election to dissolve the. corporation. In addition, all embers in good standing shall have all rights of arded members under the California Nonprofit Public Benefit Corporation Law. B. Dues, Fees and Assessments. Each member must pay, within the time and on the conditions set by the Beard, the du -.s, fees, and assessments in arnounts to be fixed from time to time by the Boated. The Board ray, in its discretion, set different, dues, fees and assessments for each class, C. Members'in Good Standing. Those members who have paid the required dues, ,fees, and assessments in accordance with these Bylaws and who are not suspended, expelled or terminated shall be members in good standing, D. Termination and Suspension of Membership. 1, Causes of Termination. A membership shall terininate on occurrence of any of the following events: a. Resignation of a -member, on reasonable notice to the corporation; b. Expiration of the poriod of membership, unIess the membership is TMeW-vd OR the renewal terms fixed by the Board; c. Failure of a member to pay dues, fees, or assessments as set by the Board within 30 days after they become due and payable; d. The death of a member or dissolution or insolvency of a corporation or ,)ruanizationv,,ho.holds a sponsor mcmbership; e. Occurrea-ceof any event that renders artember irieligiblo for n-lernbership, or failure to satisfy membership qualifications; or F'c� �ixcj S/12/99 3 1002 704 5.3 -WPO f. Expulsion of the member under these . ylaws, based on the good faith determination by the Board, or a committee or person author d by the Board to make such a d,�,-termination3 that the member has failed in a material and serious degree to observe the rules. of conduct of the corporation, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the corporation. 2R Suspension of Membership. A member may be suspended pursuant to these Bylaws, based upon the good faith determination by the Board or a committee or person authorized by the Board to make such a determination, that the member ber has failed to observe the corporation's males of conduct or has engaged in conduct prejudicial to the purposes and interest of the corporation. person whose membership is suspended shall not be a member in good standing during the period of suspension. . Procedures for Expulsion or Suspension. if grounds appear to exist for expulsion or suspension of a member under these Bylaws, the procedure set forth below shall be followed: a. Except as otherwise provided in these Bylaws for immediate suspension pursuant to section V, 1, 6, bele w the member shall be given i.5 days prior notice of the proposed expulsion or suspension and the reason for the proposed expulsion or suspension. Notice shall be given by any method reasonably calculated to provide actual notice. Any notice given by mail shall be sent by first class or registered mail to the member's last address as shown on the corporation's records b. Upton written request of the r ember, the member shall be given an opportunity to be heard, either orally or in writing, at least 5 days before the effective date of the proposed expulsion. c, The hearing shall be held or the written statement of the. member considered by the Board, committee or person authorized by ft Board, in ft Beard's sale discretion, to d.etermine whether the expulsion or suspension should take place. d, The decision of the Board, committee or persona authorized by the Board conducting the hearing shall be final unless appealed pursuant to section V, 1, 7 below, e. Any action challenging an expulsion, suspensions, or termination of -membership, including a cla rrr alleging defective notice, must be commenced within one year after the date of the expulsion, suspension or termination. Non -Lia it ty of Members. No member of this corporation shall be responsible, or liable for the debts, liabilities tar obligations of the corporation. 'RknimuJ Lj i.i/99 i 0027045.3.tiStPG3 E. Transfer Membership. No membership or right arising from membership p shall be transferred. All membership rights cease upon a member's death or in the event of a coiporate member on its dissolution. F. Meetings of Members. 1. Pince of Meeting. Meetings of the members shall be held at any place within or outside California designated by the Board or by written cons -oral of all persons entitled to vote at the meeting, given before or after the meting. In absence of any such designation, members' ine tings shall be held at the corporation's principal office. 2e Annual Meeting. An annual members' meeting shall be held on the second Wednesday in Deo=ber at 7.10 p.m., each year, unless the Board fixes mother date or tie and so notifzes.members as provided by these Bylaws. If the scheduled date falls on a legal. holiday, tlie meeting sh all be held the next business day, At this meeting, directors shall be elected and any other proper business may be transacted subject to any limitations contained in these Bylaws. a Special. Meeting. as Persons Authorized to Call. A special mceting of the members for any lawful purpose.; ay be called at any time by the Board, the President, or 5 % or more of the members. b. Calling Meetings, A special meeting called by any persons (ether than the Board) entitled to call a meeting shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the president, any vice president, Crus` r r or the secretary of the corporation, The officer receiving the re1quest shall cause notice to be given promptly to the members entitled to vote, in accordance with these Bylaws, stating that a rueeting will be held at a specified time and date fixed by the Board, provided, however, that the meeting date shall be at least 10 but not more than 90 days after receipt of the request. If notice is not given within 20 days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing in this section shall be construed as limiting, fixing, or affecting the time at which a meeting of members may be hold wher, the meeting is called by the Board. . Proper Business of Special Meeting. No business, other than the business, the general nature of which was set forth in the, notice of the meeting, shall be tramsacted at a special meeting. 4a Notice Requirement for Members' Meetings. . General Notice Requirements. Whenever members are reauired or perm-itted to take any action t a meeting, written notice of the meeting shall b given, in accordance with Qiesp Bylaws, to each member r entitled to vote at that meeting, The notict KniscU 8/12,191) I 002704S.3AVPD. shall specify the place, date and hours of the meets and, (1) for a special meeting, the :neral nature of the business to be transacted., and shall state that no ether business may be transacted, or () for the annual meeting, Chose matters Haat the Board, at the time notice is given, intends to present for action by the member -s, but any proper matter may be presented at the meeting. The notice of any meeting at which Directors are to be elected shall include the names of all persons who are nominees when notice is given. ® Notice of Certain Agenda Items. Approval by the members of any of the following proposals, ether than by urian=' ous approval by those entitled to vote, is valid anty if the notllcear written waiver of notice states the general nature of the proposal or proposals (1) Removing a director without cause; () Filling vacancies on the ]Board.; (3) A ndiz g the Articles of Incorporation; or (4) Electing to wind up and dissolve, the corporation. c. Manner of Giying Notice. NotiQe of any meeting of members shall be in. writing and shall be given at least 10 but no more than. Q days before the eef g Mateo Th notice shall beiven either personally or by first Mass, registered, or certified xxrazlg or facsimile, or by ether naris of written co nication, charges prepaid, and shall be addressed to each member entitled to vote, at the address of that member appearing on the books of the corporation or at the address given by the member to the corporation for purposes of notice. If no address appears on the corporation's books and no address seen so given, notice shall be deenied to have been given if either (1) notice is sent to Haat member by first Mass mail, or facsimile or telegraphic or other written cornmunication to the corporation's principal office, or () notice is published at least once in a newspaper of general circulation in the county in which the principal office is located. , Affidavit of Mailing Notice. An affidavit of mailing of any notice of any inembers' meetings, or of the giving of such notice by otber means, may be executed by the secretary, assistant secretary, or any transfer agent or offices of the corporation, and if so executed, shall be filed and maintained in the corporation's minute books or Files. . Quorum. One-third (1/) of the voting power shall constitute a quorum for the transaction of business at any meeting of members. The members present at a duly called or held meeting at which a q orurn is present may continue to transact business until adjournment, even if enough members have withdrawn to leave less than a quorum, if airy action taken (other than adjournruent) is approved by at least a majority of the members required to constitute a quorum. aA Eligibility to Nate. Subject to the provisions of the California Nonprofit Public Benefit Corporation Law, members entitled, to vote at any meeting ofmembers embers shall have one vote for each membership in good standing as of the record date determined by these Bylaws, bs Manner of Casting Votes, Voting may be by voice or ballot, except that any election of directors must be by ballot if demanded by any member at the meeting before the, voting lags. c. Number of Votes, Voting sell be nog. u ulative Each member entitled to vete may cast oae vote on each ratter submitted tp a vote of the members. 'those candidates receiving the luigh st number of votes, up to the na b r of directors to beelected.,. shall be the winner of the election. d. Approval by Majority Vote. If a quorum is present, the affirmative vote of a major4 of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be the act of the member, unless the vote of a greater number, r, or voting by classes, is required by the California Nonprofit Public Benefit Corporation Law or by the Articles of Incorporation, () Written Waiver or Consent. The transactions of anymembers' rneetzng, however called az noticed and wherever held., shaH be as valid as though taken at a. meeting duty held under regular tall and notice, if a) aguorum, is present either in person,or by proxy, and (b) either before or after the meetiag, each member entitled to vote, who is not present iia person or by proxy, signs a written waiver of notice, a. consent to the bolding of the meeting, or an approval of tht minutes of the meeting, The waiver of notice, consent, or approval need not specify either the business to be transacted or the purpose of any meeting of mcmbers, except that if action is taken or proposed to be Caren for approval of any of those matters specified in Section IV, F, 4, b above, the waiver of notice, consent or approval shall state the, general nature of the proposal. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the Minutes, () Waiver of Attendance. A member's attendance, at a Meeting shall also coastitute a waiver of notice of and presence at that meeting, unless the member objects at thf, beg rining of the meeting to the transaction of any business because the meeting was not properly called or convened. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting bort not so included, if that objection is expressly made- at the natiag. 7. Action Without a Meeting. a. Actio.n by Unanimous Wratten Consent. Any action required or pt,=itted to be taken. by the members may be takers without a meeting, if all members consent in writing to the, action. The written consent. or consents shallbe filed with the Minutes of the Rcvui cu S/ 12/91) 7 1€w2 7o45.3.`"JPD proceedings of the members. The action by written consent shall have the same force and effect as the unanimous vote of the members. bs Action by Written Ballot Without a Meeting. Any action that may be taken at any meeting of members may also be taken without a meeting by complying with the succeeding sections of these Bylaws. () Solicitation of Written Ballots, The corporation shad distribute one written ballot to each member entitled to vote on the matter. Such ballots shall be mailed or. delivered in.the manner required by these Bylaws. Ail solicitations of votes by written ballot shall () include the number of responses needed to meet the quorum requirements; ) with respect to ballots other than for election of directors, stag the percentage of approval necessary to pass the tneasure or measure's; and (.) specify the time by which the ballot must be received in order to be counted. Each ballot so distributed skull (a) set forth t1w proposed action; () provide the members with an opportunity to specify approval or disapproval of each proposal; and (c) provide a reasonable time in which to return the ballot to the corporation. If the corporation has 100 or more =tubers, any written ballot distributed to 10 or more members shall provide, subject to reasonable specified conditions, that if the person solici d specifies a choice with respect to any such matter, the vote shall be cast in accordance with that specification. () Number of Votes and approvals Required. Approval by written ballot shall ho valid only when (a) the number of votes cast by ballot within the time specified t oms or exceeds the quorum required to be present at a meeting authorizing the action; and (b) the number of votes that would be required for approval at a meeting at which the total nukser of votes cast was the same as the number of votes oast by written ballot without a meetm., . () Revoldng Ballots. A written ballot may not be revoked. () Filing Ballots. All writwn ballots shall be filed with the secretary of the corporation and maintained in the corporate records for at least one year, . Record Date for Notice, Voting, Written Ballots and Other Actions. a. Record Date Fixed by Board. For purposes of determining the members entitled to notice of any meeting, entitled to vote at any zneeti . , entitled to vote by written ballot, or end fled to exercise any rights with respect to any lawful action, the Board may fix, in advance, a record date. The mord date so fixed (1) for sending notice of a meeting shall not be more than 90 or less than 10 days before the date of the meeting; () for voting at a meeting shall not be more than 60 days before the date of the rneetha ; (3) for voting by written ballot shall not be more than 60 days before the day on which the first writt.en ballet is wiled or solicited', and (4) for taking any other action shall not be more than. 60 days before that action.. 1flu 27 143.3"WK) (l ) Record Date for Notice or Voting. If not otherwise faced by the, Board, the record date for deterniining members entified (a) to receive notice of a meeting of r c b rs shall be the business clay next preceding the day on which notice: is given or, if notice is waived, the bus:i ss day next preceding the date an which the meeting is held and (la) to vote at the meeting shall be the day on whish the meeting is held. (Record Date for Action by Written Ballot. If not otherwise fixed by the Board, the record date for determining members entitled to vete by written ballotshall be on the day on which the fist written ballot is -mailed or solicited. () Record Date for Ether Actions. If not otherwise fixed by the Board, the record state for determtuing members entitled to exercise any 6 hts with respect to any other lawf l action shall be the date ori which the. Board adopts the resolution relating to that action, or the 60th clay before the date of that action, whichever is later. () Members of Record. For purposes of hese Bylaws, a person holding a membership at the close of business on the record date shall be a member of record, . embers' Proms Rights. Each person entitled to vote shall have the right to do so either in person or by one or more agents authorized by written proxy, signed by the person, and filed with the secretary of the corporation. A proxy shall be deer ;ed signed if the member's name is played on the proxy (whether by manual signature, typewridag, telegraphic transmission or otherwise) by the member or the ember's attorney-in-fact. b. Forin of Solicited Proxies. If the corporation has 100 or more members, any form of proxy distributed to 10 or more members shall afford tie mercer an opportunity on the proxy to specify a choice between approval and disapproval of each matter or group o related matters intended, at the time proxy is distributed, to be acted upon at the meeting for which the proxy is solicited and shall provide, subject to reasonable specified conditions, that when the person solicited specifies a choice with respect to any such :matter, the vote shall be cast in accordance with that specification. In any election of directors, any fora- of proxy that a mcmbtr Tnarks "withhold" or marks otherwise in a manner indicating that the authority to vete for the election of directors is withheld, shall not be voted either for or against the election of a director. c. Requirement that General Nature of Subject of Proxy be Stated. Any proxy covering the matters for which a vote of the members is required, including amendments to the Articles of Incorporation or Bylaws changing any proxy rights; certain other amtsdni nts to the Articlesof Incorporation; removal of directors without cause; film.; vacancies on the Board; the sale, lease, exchange, conveyance, transfer or other disposition of all or substantially all of the corporate assets, urless the transaction is in th.e usual and regular Re_vi ,NcJ .oaf t 3'99 9 10()27045.3.%VPV course of the corporation's activities; the principal terms of a merger or the amendment of a merger agreement; or the election to dissolve the corporation, shill not be valid unless the proxy sets fort the general nature of the matter to be voted upon or in an election of directors the proxy lists the persons who have been nominated at the time the notice of the vote is gives to the members d. Revocability. A validly executed proxy that does not state that it is irrevocable shall continue in full force and effect until, (1) revoked by the member r ere tin it before the vote is -Qa t under that proxy, (a) by a writing delivered to the corporation stating that the proxy is revoked, (b) by a subsequent prey executed by that member and presented to the naeetin j or, (c) as to any meeting, by the me bWs personal attendance and voting at the meeting, or () written notice of the death or incapacity of the maker of the proxy is rec iv d by the corporation before the vote under that proxy is counted; provided, however, that no proxy shall be valid after the expiration of 1.1. months from the date of the proxy, unless otherwise provided in the proxy, except that the maximumterm of a proxy shall be three years from the date of execution. A proxy may not be irrevocable. 10. Adjournment and Notice of Adjourned Meeting, Any members' meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting, either in person or by proxy. No meeting shall be adjoumed for more than 45 days. When a merrrber's meeting is adjourned to another time or place, notice need not be. given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken. If after adjo rarnent a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting is entitled to vote at the meeting. At the adjourned meeting, the corporation may transact any business that night have. been transacted at the original meetiz . 11.. Conduct of Meetings. Except as otherwise provided by the Articles of Incorporation or these Bylaws, all meetings of the members shall be conducted underRobert's Rules of Order, Revised. Directors . General Corporate Powers. Subject to the previsions and limitations of the California Nonprofit.Public Benefit Corporation Law and any other applicable laws and.subj ct to any limitations in the Articles of Incorporation and Bylaws regarding actions that re iirre the approval of the members, the corporation's activities and affairs shall be managed and all corporate power shall be exercised, by or winder the ward's direction. . Spwific Flowers. Without prejudice to the general pourers set forth above, but subject to the same limitations, the directors shall have the power to: a. Appoint and remove at the plcasu:re of ft Board all of the corporation.°s officers, agcats and employees, prescribe powers and duties for them that are consistent with the law, with the Afticles of Incorporation and with these Bylaws; and fix their compensation, if any and require from them security for faithful performance of heir duties. b. Change the principal office or principal business office in California from one location to another, c. Cause the corporation to be qualified to conduct its >activities in any other state, territory, dependency, or country; try; conduct its activities within or outside California; designate any place within or outside California for holding of any meeting of members. . Borrow money and incur indebtedness on behalf ofthe -co oration a .d . cause to be executed azo delivered for the corporation's purposes, in the corporate name, prondssory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities, B. Number and Qualification of Directors. The Board of Directors shall consist of 25 directors until changed by ame ddg exit to these Bylaws. The qualifications for directors are that directors must be members in goad standing of the corporation and be IS years of age or older. One Board member shall lac a staff advisor appointed by the Lodi Parks and Recreation e,part ent. , Election.of Directors m Nominations by Committee. The president and/or Board shall appoint a coimnittee to seek out, screen and nominate qualified candidates for election to the Board at least 90 days before the date of any election of directors. If a committee is not appointed, the Board shall screen and nominate the slate of proposed directors. This nominating committee/Board shall approve the slate of candidates no later than at the November Board meeting, or at such other time as the Board may set, and the Secretary shall forward to each. member, with, a notice of meeting required by these Bylaws, the slate of nominees proposed: by the Board. The Con=ittee may take irito account, in their discretion, a questiounairc, which may be mailed to all members no later than September 10th of each year inquiring as to each member's interest in being a candidate for election to the Board. 2. Nominations from the Floor. if there is a meeting of members held to elect directors, any tnernbi�r present at the meeting in person or proxy may place names in nomination.. . Use of Corporate Funds to Support Nominee, Without Board authorization, no corp, orate finds may be expended to support a nominee for director after more people have beea noinlinated for director than can be elected. Rc:istd D, Election, Designation and Term of Office. Eight directors: shall be elected at each annual meeting -of members to hold office for a term of fibre e years; however, if any such directors are not elected at any annual meeting, they may be elected at any special members meeting held for that purpose or by written ballot. Each such director, including a director elected to fill a vacancy or elected at a special members' meeting or by written ballot, shall hold office until expiration of the term for which elected and until a successor has been -elected and qualified. The staff advisor member of the Board of Directors from the Lodi Parks and Recreation Department shall be appointed by the Director of Parks and Recreation of the City of Lodi. E. Vacancies on Board, 1. Events Causing Vacancy, A vacancy or vacancies on the Boa.rd shall exist on the occurrence of the following: a, The death or resignation of any director; b, The declaration by resolution of the Board of the vacancy in the office of a director who has been declared of unsound mind by an order of. court or convicted of a felony or, it' thtcorporation holds assets in charitable trusts, has been found by a final order or judgement of any court to have breached a duty pursuant to Chapter 2, Arti cle 3 conunencin g with Corporations Code Section 5230 of the California Nonprofit Public Benefit Corporation Law; c. The vote of the members to remove any directors'; d, The increase of the authorized number of directors; or e. The failure of the members, at any meeting of members at which any director or directors are to be elected, to elect a number of directors required to be elemd at that meeting; f, The absenteeism of a director from 3 consecutive Board meetings without 2. Resignations. Except as provided below, any director may resign by giving written notice to th;� president or to the secretary of the Board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director's resignation is effective at a later time, the Board may elect a successor to take office when the resignation becomes effective. Except on notice to the Attorney General of California, no director may resign if the corporation would be left without a duly elected director or directors, 3Filling Vacancies. Except for vacancies created by removal of a director by the members, vacancies on the Board may be nominated by the President or if not, by any P't;Nimtd Ma/99 112 100270453,WPO other Board member subject to approval of a rnajorit,v of the directors they: in.office, whether or not less than a quorum, or by a sole remaining director. The members way fill any vacancy or vacancies not filled by the Board. 4. No Vacancy on Reduction of NuMber of Directors. No reduction of the authorized umber of directors shall have the effect of removing, any dirertor before the director's terrn of office expires. 1. Place of meet s. The meetings of the. Board shall be.. held at any place within or outside California that has been designated by resolution of the Board or in the notice of the meeting or, if not so designated, at the principal office of the corporation. 20 Meetings by Telephone. Any meeting may be held by conference telephone, video screen communication or other communication equipment as long as all directors participating in the meeting can hear one another. The director participating in this manner shall be deemed prescrit in person at such meeting. 3. Annual Meeting. In-nuediately after each awual meeting of rnembers, the Board shall hold a regular meeting for purposes of organization, election of officers and . the transaction of other business. Notice of this meeting is not required. 4, Other ReguJar Meetings. Other regular meetings of the Board. shall be held without call on the second Wednesday of each month, at 7:30 p.m. The hour of such meeting may be changed by t1wee, days written notice to all directors, Notice of all such regular meetings of the Board is hereby dispensed with. 911113mm�� a. Authority to Call. Special meetings of the Board for any purpose may be called at any time by the president, any vice president, the secretary, treasurer or any two directors, (1) Manner of Giving Notice for Special Meetings, Notice of the time and place of special meetings shall be given to each director by one of the following methods: (a) By personal delivery of written notice; (b) By first class mail, postage prepaid; (c) By telephone, either directly to the director or to a person at the director's office who would reasonably be expected to communicate that notice promptly to the director; (d) By telegram, charges prepaid, 2/99 13 m(j2?045.3.WRD ,(-) Facsimile; (f) Electronic mail; or (g) Other electronic means. All such notices shall be given or sent to the director's address or telephone number as shown on the records of the corporation, (2) Time Requirements. Notices sent by first class mail shall be deposited in the United States mail at least 4 days before the time set for themeeting. Notices given by personal delivery, telephone, facsimile, electronic mail or telegraph shall be delivered, telephoned, sent or given to the telegraph company, respectively at least 48 hours before the time set for the meeting. (3) Notice Contents. The notice shall stag the time of the meeting, and. the place, if the place is other than the principal office of the corporation. It need not specify the purpose of the meeting. 6. Quorurnmajority of the authorized number of directors shall constitute a quorum for the txamaction of business except adjournment. Every action taken or decisiOn niade by a -majority of the directors present at a duly held meeting at which a. quorum is present shall be the act of the Board subject to the more stringent provisions of the. California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to (a) approval. of contracts or transactions in which a director or directors have a direct or indirect material financial interest, (b) approval of certain transactions having common directorship, (c) creation of and appointments to committees of the Board, and (d) indemnification of directors. A meeting at which a quorum. is initially present may continue to transact 'business, despite the withdrawal of some directors, if any action taken or decilio a made is approved by at least a majority of the, required quorum for that meeting. 7. Waiver of Notice. Notice of a meeting need not be given. to any director who, either before or after the, meeting, signs a waiver of notice, a written consent to the holding of t1hemeeting, or an approval of the minutes of the meeting. The waiver of such notice or consent need not specify the purpose of the meeting, All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting and does not pretest, before or at the commencement of the meeting, the lack of notice to him or her. S. Adjourmnent. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place, 9. Notice of Adjourned Meeting. Notice of the dine and place of holding an adjouracd meeting need not be given unless the original meeting is adjourned for more than 24 hours, If the original ineeting is a4journtd for more than 24 hours, notice of any adjournment RCVi.wd V12/99 14 1002704,5 3AVPD to another time or place shall be given, before the time of the adjourned meeting, to the directors Who are not present at the time of the adjournment. A Action without a Meetings An action that the Board is required or permitted to tale may be taken without a meeting if all members of the Board consent in writing to that action, Such action by written consent shalt have the same force and effect as any other validly approved action of the Board. All such consents shall be filed with the minutes of the proceedings of the Board. a Compensation and Reimbursement. Directors, either individually or in their entirety, shall rec ive no compensation for their services as Board members. 1. Committees. . Creation of. Committees. The Board., by resolution adopted by a majority of the directors then in office, provided a quorum is present, may create one or more committees, each consisting of two or inore directors and, in the discretion f the Board, persons who are net directors, to serve at the pleasure of the Beard. Appointments to committees of the Board shall be by majority wets of the directors then in office. The Board may appoint arra or more directors ars alternate members of any such committee, who may replace any absent member at any meetin& Any such committee, to the extent provided in the Board resolution, shall have all the authority of the Board except that no committee, regardless les of Beard resolution, may'. a. Take final action on any matter that, under the California Nonprofit Public Benefit Corporation Law, also requires approval of the members rs or approval of the majority of all members-, b. Fill vacancies on the ward or on any committee that has the authority of c. emend or repeal Bylaws or adopt neer Bylaws; d, Amend or repeal any Board resolution that by its express terms is not so amendable or repealable; e. Create any other committees of the Berard or appoint the members of coittees of the Board; f_ Approve any contract or transaction to which the corporation is a party and in which one or more of its directors has a material financial interest, except as special approval is provided for in Corporations C ude Section 5233(d)(3); or Approve any arid -raising, capital expenditures, donations, contracts or transactions, whether or vot a director has a financial material interest. Rnith td S/12/99 d Chairperson of Committees. All committees. shall be chaired by a member of the Beard. The president or, if not a majority of the directors of the Board shall appoint the chairperson of each committee. . Meetings and Action of Committee. Meetings and actions of committees of. the Board shall be governed by, held, and takes in accordance with, the provisions of these Bylaws concerning meetings and other Board actions except that the time for regular meetings of such committees and calling of special meetings of such committees may be determined ine either by Board resolutions, or if there is none, by the committee. The Board may adopt :rules for the government of any conurdtt e. . Sports Committee, a The Sports Conunittee shall consist of the vice president (chaizpt-rson), coordinators (s assigned annually by the president of the Board) of the various pro. a co itt es, and the Lodi barks and Recreation advisor. If the vice president is also a coordinator, the vice; president may assign his or her vote to a member of the vice president. /coordin tor's program ca lase who is also a Board member. The vice presi&rrtfcoorc inator shall have the tie breaking vete, if necessary. lie Dutiesof the Sports Committee include: (l) Establish playing rales; () Establish eligibility rules; () Evaluate programs; (4) Evaluate coaches; (Evaluate and implement new programs, (6) Handle appeals of program conunittees decisions, if it is the first and. only appeal; and (7) Discipline and Complaints subject to the limitations of the appeal process, c, Meetings of the Sports Committee will be called, as needed, by the Sport, Committee chairperson. report of any changes in rulesr any other sigWificant a ctions of the Sports Committee shall be reported to the Board and Lodi Parks and Recreation. 'h Board shall then have authority to override any changes that it considers detrimental to the particular sports programs involved or the corporation. . Program Committees. Each program. committee shall consists of at least Board members, one of whom is appointed by the President as the coordinator and chair of that program committee, Each non -Board member may serve on any other program committee. ii•:vi+ad ti%i Z��J� 1 i tSt}?�tl3.3.1a'R� The corporation currently has the following program committees which may be changed at any time by the Board without a need to amend this Bylaw provision: a. Banibi o b. Babe Rath c. American Legion Baseball d. Basketball Softball , Competitive Soccer gF Soccer ha Football The program committees may have subcommittees such as Bambino (.I ajorlmi or,. Jr, League, and '-Ball bco iit s). For purposes of the.Bylaws and decision making, ft coordinat r shall mean the coordinator of the program tonunittees, not the Coordinator of any subcommittees , Complaints t an EvenC Any complaint or protest regardi4g an event or action(s) of a member or others at an event may be lodged with the coordinator of that event. The coordinator shall rule on the complaint and/or protest at that time. In the vent the coordinator is unavailable or unable to make a decision, any officer of thecorporatioD may nrnake the decision. The decisiorn of the coordinator or officer in the coordinator's absence shall take immediate effect including but not limited to a decision to immediately suspend a member, A. decision of the coordinator/officer may be appealed _Qne time, only, Tho appeal shall be Beard by the program, committee, 7. Appeal, A. decision made pursuant to these Bylaws may be. appealed one time to the next. highest level as provided herein. A. request for an appeal must comply with these procedures in order to be a valid request a. The levels are as follows: to make the decision; (l) Coordinator or an officer, if the coordinator is unavailable or unable () Program Committee; (3) Sports Committee; and (4) Board of Directors, b. The request for an appeal must be delivered in writing to the corporation's principal place of business. The request must be mceived. within 15 days of the decision being appealed, This request and the envelope it is seat in must be clearly marked "APPEAL, " The request shall include: Xcvised 8_/t2i99 1 14IS3�71}4a.3.d�'1'D (l.) The decision which is being appealed; () The level at which the decision was originally made; (3) The specific grounds for the appeal; and (4) Whether the person would like to be heard. at the hearing or whether the person is submitting the matter without a hearing. c. `upon receipt, the appeal request shall be processed bythe appropriate appeal level. If a hearing is requested, the person requesting the appeal shall be given an opportunity to be heard, The hearing shall be held within 30 days of receipt of the request. de The decision at that appeal level shall be final. . OFFICERS A. Officers of the Corporation. The officers of the corporation shall he al. president, a secretary, and a treasurer. The corporation may also have, at the Board's discretion one or more vice presidents, one or more assistant secretaries, one or more assistant chief financial officers, and such other officers as may be appointed in accordance with these Bylaws. B. Election of Officers. The officers of the corporation, except those appointed pursuant to these Bylaws, shall be chosen annually by the Board and shall serve at the pleasure of the Board, subject to the rights, if any, of any officer under any contract of employment. C, Other Officers. The Board may appoint and may authorize the. president, or another officer to appoint any other officers that the corporation may require. Each officer so appointed shall have the title and authority, hold office for the period, and perform duties specified in the Bylaws or determined by the Board. D. Removal of Officers. Without prejudice to any rights of an officer under any contract of employment, the Board may remove any officer with or without cause. An officer who was not chosen by the Board may be removed by any officer on whom the Beard may confer the power of removal, E. Resignation of Officers. Any officer may resign at any time by giving written notice to the corporation, The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective.. .may resignation shall be without prejudice to the rights, if any, of the corporation loader any contract to which the officer is a party. F. Vacancies in Office. A vacancy in any office because of death, resignation, rem -oval, disqualification, or any ether cause shall be filled in the manner prescribed in these Rcvi NC.c! 8/ i 2/99 119 M02704$.3.WP0 Bylaws for regular appointments, provided, however, that vacancies need not be filled on an annual basis, l.. President. The president shall be the general rnana er of the corporation and shall s pervkw, direct, Arad control the corporation's activities, affairs and officers. The president shall reside a. all members' meetizz s and at all Board etir�ss `flee president shall have such other powers and duties as the Board or the Bylaws may prescribe. ssic 'Presidents If the president is absent or disabled, the vice president, if any, shall perform all duties of the president, When so acting, the vice president shall have all powers of, and be subject to all restrictions on the president. The vice president shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe. 3. Secretary a. Book of Minutes. The secretary shall keep or cause to. be kept, at the corporation's principal office, or such other place as the Board may direct, a book of minutes of all meetings, proceeding's,. and actions of the Board and of member's meetings. The minutes of meetings shall include the; time and place that the meeting was held; whether the meeting: was annul, regular or special, and, if special, how authorized; the notice given; the names of those present at Board meetings; s; and the number of members present or represented at members' meetings. The secretary shall keep or cause to be kepi, at the pfincipal office in California., a copy of the Articles of Ineorporation and Bylaws, as amended to date. A Membersbip Records. The secretary shall. keep or cause to be kept, at die corporation's principal office or at a place determined by the Board, a record of the oorporation's members, showing each member's name, address and Mass of membership. bership. Notices and other duties. The secretary shall give, or cause to be gives., notice of all m tings of -members, of the Board and of committees of the Board required by these Bylaws to.be, given. The secretary shall also have such other powers and perform such other duties as the Board or the Bylaws may prescribe from time to time. 4® Treasurer, a. Books of Account. The treasurer, also referred to.as the. chief financial officer, shall ke p and r aintami , or cause to be kept and maintained, adequate and correct books and accounts of the corporation's ,properties and transactions. The treasurer shall send or cause to be given to the members and directors such financial statements and reports as are required to be given by law, by these Bylaws or by the Board. The books of account shall be open to inspection by any director at all reasonable times. PXQO,wd V; 2/99 19 1 (A)27045.3,WPA b. Deposit and Disbursement of Money and Valuables. The treasurer shall deposit, or cause to be deposited, all money and other valuablesx name and to the credit of the corporation with such depositories as the Board may designate, shall disburse the corporation's funds as the Board may order, shad render to the president and the Board, when requested, an account of all transactions as treasurer and of the financial condition. of the corporation., and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe. TN Right of Indemnity. To the fullest extent permitted by lave, this corporation shall indemnify its directors, officers, employ cs and other persons described in Section 52 .(a) of the California Corporations Code, including persons formerly occupying any such position, against all. expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any "proceeding" as that term is used in that section and including an ,action by or in the right of the corporation by reason of the fact that the person is or was a person described in that section, "Expenses," as used in this Bylaw, shall have the same rneaning as Section 52 5(a) of the California Corporations Code. B. Approval of Indemriity. On written request to the Board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations Code, die Board shall promptly determine ander Section 5238(e) of the Cdaliforrnia Corporations Gude whether the applicable standard of conduct set forth in Section ) or Section 5 35(c) has been met and, if so, the Board shall authorize indemnification, if the Board cannot authorized inderanification because the number of directors who are parties to the proceeding with respect to which indcumification is sought prevents the formation of a quorum of directors who are not parties to that proce dz , the Board shall promptly call a meeting of the memers. At that meeting, the members skull determine under Section. 5238(e) of the California Corporation Code whether the applicable standard of conduct set forth in Section. 523$(b) or Section 5238(c) has been met and., if so, the members present at the meeting in person or by proxy shall authorize inderm dfication . C. Advancement of Expenses. To the fullest extent pf, itted by law and except as otherwise determined by the Board in specific instances, expenses incurred by a person seeking indemnification under these Bylaws in defending any proceeding covered by these Bylaws shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of Haat person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the corporation for these expenses. D. Insurance. The corporation skull have the right to purchase and maintain insurance to the frill extent permitted by law on behalf of its officers, director, employees, and othe,r agents, to cover any liability asserted against or incurred by any officer, director, e ploye�; or agent in such capacity or arising out of the officer's, director's employee's or a.gerVs status as size., xL;%!js d 20 1 OU2704S.3.WPi] Maintenance of Corporate Records. The corporation shall beep: . Adequate and correct boobs and records of accounts, . Written mixiutes of the proceedings of its members and Board; and record of each members' name, address and class of membership, , Membership Records. Subject to Division 2, Part -2, Chapter 13, Article 3 (commencing at Section 30) of the CaliforrAa Corporations Code and unless the corporation provides a reasonable alternative as provided below, any member may do either or both of the following for a purpose reasonably related to the member's interest as a member; a. Inspect and copy the records of member's names, addresses, and voting:. rights during usual business hours on 5 days' prior written demand on the corporation, which, demand mast state the purpose for which the inspection rights are requested; or b. Obtain from the secretary of the corporation, on written demand and tender of a reasonable charge, a list of names, addresses and voting rights of members who are -entitled to vote for the election of directors as of the most recent record date for which that list was compiled, or as of the date, after the date sof demand, specified by the member. The demand shall state the purpose for which the list is requested. The secretary shall make this last available to the member on or before the later of 10 days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled, . Alternative to Inspection. The corporation may, within. 10 business days after receiving a demand under this Section make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer chest be in writing and must state the reasons teat the proposed alternative does not meet the proper purpose of the demand. Denial of Inspection. If the corporation reasonably believes that the information will be used for a purpose other than one reasonably related to the person's interest as a iuember, or if it provides a reasonable alternative trader this section, it may decay the member ace ss to the membership list. 4. Person to Inspect and Copy. Any inspection and copying under this section Say be made in person or by the member's agent or attorney, The right of inspection includes the right to copy and make extracts, at the expense of the person requesting the copies. Any eight of inspection extends to the records of any subsidiary of the corporation. ku%lwd 8/12,1913 21 10111 045.s.WPO Accounting Records and Minutes. On written demand on the corporation, any member may inspect, copy, and make extracts of the accounting books and records in th. minutes of the proceedings of the members, the Board and committees of the Board, at any reasonable time for a purpose reasonably related to the member's interest as a member. Any such inspection and copying may be made in person, or by the member's agent or attorney. Any rilg t of inspection extends to the records of any subsidiary of the: corporation. Said copies sha.ll be made at the members request and expense, Maintenance and Inspection of Arficlesand yl "ws. The corporation shall keep, at its principal office, or if its principal office is not in California, at its principal business office in this state, the original or a copy of the Articles of Incorporation and Bylaws, as amended to date, which shall be open to inspection by the members at all reasonable times urzz g office hours. If the principal office of -the corporation is outside California, and the corporation has no principal business office in this stag, the Secretary shall, on the written , request of any member, furnish to that ember a copy of the Articles of Incorporation and Bylaws as amended to date. E. inspection by Directors. Every director shall have the absolute might at any reasonable time to inspect the corporation's books, records, documents of every kinds, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the director's agent or attorney, The right of inspection includes the right to"copy and make extracts of documents, The copies shall be made at the requesting director's expense, F. Ax .al Report. The Board shall cause an annual report to be sent to the members and directors € ithin. 120 days after the end of the corporation's fiscal year. That report shall contain. the following information, in appropriate detail. 1. The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year; 2. The principal changes in assets and liabilities, including creast fads; . The corporation's revenue or receipts, both unrestricted and restricted to particular purposes; Purposes, 4. The corporation's expenses or disbursements for both general and restricted a any information required by paragraph G below; . An independent accountants' report or, if none, the certificate. of an authorized officer of the cotporatio , that such statements were prepared without audit from the corporation's books s acrd records, Ftcv.wd 8,°, 2/99 22- € (127045.3.WPD This requirement of an annual report shall not apply if the corporation receives less than. $25,000 in gross receipts during thp fiscal year, provided., however, that the information specified above for inclusion in an annual report must be furnished annually to all dimctors and to any member who requests it in writing. P Annual Statement of Certain Transactions and Indernnifications. As Sart of the annual report to all members, or as a separate document if no annul report is issued, ft corporation shall armuaally prepare and mail or deliver to its members and furnish to its directors a statement of any transaction or indemnification fication of the following kinds within 120 days after the end of the corporation's fiscal year: 1. .any transaction (a) in which the corporation, its parent, or subsidiary was a party, (b) in which an "interested person" had a direct or indirect material financial interest, and (c) which involved more than $50,000. or was one of a number of transactions with the same interested person involving, in the aggregates more than 5-,000. For this purpose, an interested person is either of the following: (1) Any director or officer of the corporation, its parent, or subsidiary (but mere common directorship shall not be considered such an interest); or (2) any holder of more than 10% of the voting power of the corporation, its parent, or its subsidiary. The statement shall include a brief description of the transaction, the name of interested persons involved, their relationship to the corporation, the nature of their interest i the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated. . Any indemnification or advances aggrega.ting more than $10,000.00 paid during the fiscal year to any officer or director of the corporation pursuant:to these Bylaws unless that indemnification has already been approved by the members under Section 5238(e)(2) (e)(2) of the California Corporations Code. A. Execution of Contracts and Instruments. °mems. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation. This authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation any contract or engagernent or to make the corporation liable for any purpose or any amount. B. Construction and Definitions 1. Unless tkae context requires otherwise, the general provision, rules of construction, and definitions in the California Nonprofit Public, Benefit Corporation Law shall govern the co tr=tion of these Bylaws. Without limiting the generality of the above, the masculine gender includes the femini-ne and neuter, and singular in number includes the plural, 23 10027045.3MM the plural number includes the singular and the term "person" includes both ale, al entity and a natural person, 2. "Approved by (or approval of) all members" shall mean approved by the affirmative vote of a majority of all the members entitled to vote. Such approval shall include the affirmative, vote of such greater proportion (including all) of the members, if such greater proportion is required by the Articles or the California Nonprofit Public Benefit Corporation Law, 3. "Approved by (or approval of) the members" shall mean approved or ratified by the affirmative vote of a majority of the member entitled to vote represented at a duty held meeting at which a quorurn is present or by the written consent of such shareholders. It shall also mean approval by the affirmative vote or written consent of such greater proportion (including all) of the members represented at a meeting or giving written consent as may be provided in the Articles or the California Nonprofit Public Benefit Corporation Law for all or any specified member action, X. AMENDMENTS 1. Membership Rights Limitation. Subject to the rights. of members under these Bylaws, the Board may adopt, amend., or repeat Bylawsease the action would: a. Materially and adversely affect the member's rights asjo voting, dissolution, redemption, or transfer; b. Increase or decrease the number of members authorimd in total or for any class; c Effect an exchange, reclassification, or cancellation of all or part of the memberships; or d. Authorize a new class of membership, 2. Changes to Number of Directors. Once ambers bane been admitted to the corporation., the Board may not, without the approval of the members, specify or change any Bylaw provision that would, a. Fix or change the authorized number of directors; b. fix or change the minimum or maximum number of directors; or c, Change from a fixed number of directors to a variable number of directors or vice versa. Rt�vls�d $/I 2/99 24 10027D453MM , Mgh Vote Requirement. If any provision of these Bylaws requires the vote of a larger proportion of the Board than otherwise required by lave, such provision may not be altered, amended or repealed except by that greater votto . Members' Approval Required. Without the approval of the members, the Board may not adopt, amend or repeal any Bylaw that would, a. Increase or extend the terms of dartctors; b. Allow any director to hold office by deli do . or sel tion rather than by e -le do by a member or members; Increase the quorum for members meetings; d, Repeal, restrict, create, expand or otherwise change prDXY rights; or e. Authorize cumulative voting. B. Amendment by Merabers. New Bylaws may be adulated or these. Bylaws may be amended or repealed by approval of the members, provided, however, that any such adoption, amendment or repeat also requires approval of one or more classes of members if that action would; . Materially and adversely affect the rights, privitteges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption, or transfer In a mamer different than the action;affects another class; 2® Materially and adversely affect that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restri tions or conditions of another class, . Increase or decrease the number of memberships au prized for that class; . Increase the number of memberships authorized for another class; . Effect an exchange, reclassification, or cancellation of all or Fart Of -the memberships of that class; . Authorize a new class of membership. Any provision of these: Bylaws that requires a vote of a larger proportion of the members thaa otherwise is required by lair may not. be altered, amended, or repealed except by vete of that greater number, No amendment ma:y extend a director's term beyond that for which the director was alerted, RV.VisV6 8/12/99 25 M027045J, PO X1. CERTIFICATE OF SECRETARY cc,-rtit°y that I am the duly elected and acting secretary of Boosters of Boys/Girls Spurts, a California Noqrofit Public Benefit Corporation, that thc above Bylaws, consisting of . 26 pages, are the Bylaws of the corporation as adapted by the Board of Directors on ..ague. 11, 1999 and approved by the members and that they have not been amended or modified since that date Executed on-� � , 1.999, at Lath, California. Secretary R1 yis�d 8/12/99 0 BOOSTERS OF .... .. GIRLS SPORT A California Non -Profit Pub lic Bene..At Corporation 4 Thi name of this corporation is BOOSTERS OF BOYS/GIRLS SPORTS, INC.. M O. S. ) 90 . Principml Office., 2. O b i°Offices- The Board may, subordinate offices at any place or places Where the corpor- ation is qualified,to conduct its activities. MW PURPOSES AND LIMITATIONS This corporation is a non -prof it publie *. ; organizedcorporation #.: corporation law. The general purpose of this corpp is to engage in any Jawfol act or activity for which a corporation may be organized under sueb law. M m D have.. This classification shall include all organiza- tions, h, -_ - individuals sponsor shallactivity to the extent of $100.00 or mor�e. Each o rganiza- designate ,: its (iv) Honorary Mjp�Mbersh tE Eh ip.: Any retired corporate Executive BoaF�� vacated :that position hr and n - a the Board in ed at least Six years on t . he Board. Honorary members shall bave al.1 of the rights and privileges of an active member. 3. Good Stat �n r membership shall terminate on occurrence o. any of the lows events M Resignation of a member, on reasonable notice to the corporation,: (H) Expiration of the period of membership., uniess the membership is renewed on the renewal terms f ix6.d by the Board M The member shall be given 15 days prior notice of the proposed expulsion or su.spera sion and the reasons for the proposed expulsion. or suspension. Notice shall be given by any method reasonably calculated noticeto provide actual notice. Any shownbe sent by first class or req 3'. steted MAU to ��th.e : Member$ last address as on the corporation's committee members4all decide whether or not the expelled, suspended, or sanctioned in some other way. The decision of the Board, committeeg, or person shall M Pr er 'Business of pecial M No business, other than the business, the general nature of which was set forth in the notice of the meeting, shall be transacted at a special meeting. — (i) General NoticeReauirements: Whenever members are required or (ii) Notice of Certain &genda Itemag Approval by the members of any o the following proposals, other than by unanimous approval y those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals; (A)' Removing a Director without cause; (B) Filling vacancies on theBoard; Notice of any meeti�g of members shall be in writing and shall be given at lea.;st 10�but no more than 90 days before the meeting date. The notice shall be 0 (iv) Affidavit of Maillng_Noto. ce: (e) gy2ruw One half (50%) of the voting power s:hall cQnstitute a quorum for the traasa:ction of business :a.t any meeting of members or the Board of Directors LOSS OfQuorum. -9- () %tin v I "V Except as otherwise provided by the Articles of the Club or these By-t.aws, all meetings of th members'sball be conducted under Robert'S RUles of Order Rev:ised. 01 (i) Waiver of As" (1) Written Waiver or Consent; 7. Action Without a Meeting.: (a) Action bv Unanimous Written Consent; I Any action required or permitted to be taken by the members may be taken without a meeting, if all members consent in writing to the action. The LLM Any action, except electio.n of Directors, that may be. taken at any meeting of membersbe taken � W . ithout a meeting by complying with the g sections of these By -Laws. .�` (ii) Number of Votes and Ap2rovals R meeting. ballotA written ; revoked. (ier) Filings All written I)allots shall. be filed with the Secretary .:., years. in the corpdrate records for at.leaat three .. .. ... .... For purposes of these By -Laws,, a person- holdin the close of business on the q a membership at record date' shall be a member of record. 10. Proxies: (a) Riqht of Members., (c) �uir�pment that General. Nature of Sbb.'ect of Prox be -Staffed: Any revocable proxy covering the matters for which a vote of the members is required, including v The President shall appoint. a committee t select. qualified candidates for el.ection to thd Board least 90 days before► �P This nominating 0 and the Secretary shall forward to each. member, with a no4oe of Meeting required by these BY-Laws,� A liot of. all candidates nominated by the commit tee un der this Section. -16- ......._..... (b) §_Dec if icfor ers: without Prejudicel forth above, but subject to th I Directorsshall have the powerE to the ge,nera.1 powers set same limitations, the Im- (ii) Change the principal office or principal business office in California from one location to another; IM) Cause the corporation to be qual.�� 2. Number and nualification of Direc""ors: Any Board member absenting himself o Boardfrom three (3) consecutive meeting.s, without excuses may be replaced by action of the o. A vacancy or vacancies on the Board exist on the occurrence of the following; declaration.of the vacancyBoard of the direttor who has beendeclared of unsound tf by an orderii.,con.- victed of a felony or, if the corpo.ration holds assets in charitable trusts,, has been found by a f1hat order or judgment of any Court to have breached a duty, under Article :.:Non-Pt6fit Public Benefit Corporation Law; (iii) °The vote of the members to, remove any icor,* Uv) The increase of the authorized number f directors; o provided qa director resign by giving written notice to the Chairman ,. resignationBoaiAt if any, or to the President or to the.. Secretary of the Board. The effective IMM 0 J (Q) Fill n: ¥aeAagifp; No reduction of the ©normae« number of .. . :y, :,r,<. +? :.,<: directors � w.»+ »©z directbefo or term :.. .: : ...� � �- .« �: ,.._:. expires. :.v. : ..; ...a. ■z . :::»*z: The meetings <2 t?© ».*:# :. .. anyplace within *: »«<»i»± Cali o:»?_ §ate. ,e:,: > ,< : :�< n�® � �, resolution � ,»z Board the meeting or, if not so designated, office is of the corporation. »«»\2 be held at that has been a: in ««© notice .,< Any meeting may .e held by coifs.,: telephone .< similar communication e§»:y?» « t » t 2 #»+ as all <, e ,«<: participating :, the « f<» � :*:: one another. All Such directors shall be deem!? 2c be in person at such a meeting. i. � immediately >:..� >� meeting �°<:»* #< -©© the a:# >-wm12 »s>« » regular .- ©°: »y for »»»»+:f» � () Notice.. rM Notice of the time d place of special meetings be given to each director the following methodsv noticed 1. By personal delivery of written 2. By first Qlass mail, r '� 3. By telephone,, either directly to the director or to a person at the. diractor's office who would reto communicate that anotice promptly to the .sonably be 4. Rtelegram, charges prepaid. director's ,o- telephone 3 am= B. Time Requirements. w Notice. Contents Q specifyThe notice shall state: the time of the meeting, and the place if the place is other than the pria.cli.pal office of the corporation.' It need not the purpose of the meeting. ( 0ru z commencement of the meeting, the lack of notice to him or her (h) Adiournment*. A majority of the directors m r n.t4,. whether :. compensationanother time and place. Direotors, either individually or in. their entirety, shall receive no as Board membOrs. 8. Ro i alternate members of any such conunittee, who may replace any absent member at any meeti.ng. Any such 'coimittee, tO the extent provided in the Board resolution, shall have all the autho.rity of the Board except that no comittee, regardless of Board resolution, may: (i) Take any final action on any matter that, under the California Non -Profit Public Benefit Corporation Law, also requires approval of the members or approval of the majority of all members; (ii) Fill vacancies on the Board or on any committee that has the authority of the Board,* (iii) Amend or repeal By -Laws of adopt neM WSHEM (iv) Amend or repeal any Board resolution that by its express terms is not so amendable or repealable; (v) Create any other committe4es of. the Board or appoint the members of committees of the Boardz, Standing committees shall be chaired by Executive Board members only and may consf$t of the fol lowing CO mmittees., A. Membership H. Budget B. Sponsorship I. Protest C. Social and Honor J. coaches and Recreation K. Equ i pme n t D Concession L. S po r t..s E. Fundraising M. Tournament F . Ad Floc N. Finance G. Nominatinn/ Screen.ing V# 1. officers The officers of the corporation shall be a President, a Secretary, and a Chief Financial officer. The corporation may also have, at the Board's discretion, one or more Vice -Presidents, one or more AssIst.aAt Secretaries, one or more Assist.Ant Chi,�f Fin,an:cILAl r, soch other officers as may be ap .r # accordance with these By -Laws. .be held by the same person. 2. ;oxo of Officers Without prejudice to any rights of an under any contract of employment,, an officer may be removed with or without cause by'Board, and also, if. officer whom the Board may confer the powerof removal. 5. Regi nation of Officers: fo.r r.e.quiar. appointments to that office., prov.i6ed:, T. need not be: howevere that ( p.111i. of Of'ficer's'. Er if the President 5 abseot or disabled, the Vice-P.resident, if any,. shall perform all dut'les of the President. When so acting, a vice"Pres0ent shall. have all powers of, and be a ct to all restrictions.an the . President. The Vice .. shall powars and perform such otber duties as the By -Laws may prescribe. The Secretary shall s or caused to be kept, at *. a place determin.ed by resolution of the Board., a record of the corporation's members, showing each member's namej address and class of membership. (C) Notices and Other Duties-, (iv) Chief Financial Officer-. . . . . . . . . . . . . . C (a) Right o sd: receipt by the corporation before final diSP.04ition of the proceeding, on receipt by the corporation ot an under- taking bY Or on behalf of that person that the advance will be repaid unless it y detern is ultimatol ined . that thv pers.on is entitled to be indemnified by the corporation 4Z for those expenses. 9p . (ii) Written minutes of the proceedings of its memberss Board and commi e: tte s of the Board and, (iii) A record of each member's name, address and class of membership. Subject to Division 2p Part 2. Chapter 13, Article 3 (commencing at Section 6330) of the california Corporations Code and unless the corporation pro : vides a reasonable alternative as provided below, any ulember may do either or both of the following for a pur- pose Teas?onably related to the member's interest as a m,mber: (ii) Inspect and copy the records of members' names, addresses, and Votin? rights. during u.sual buSiness hours on five days prior written demand on the. corporation, which demand must state the purpose for which the inspection rights are requested; or C written demand on the corporation, any member may inspect, copy, and make extracts of the accounting books recordson and e.- of the pro" ceedings of the members? the Board and Committees of the Board, at any reasonable b for ,a purpose reasonably related. Any suchinspection and copying may be made in person or by e member's agent or attorney. Any right of inspection extends to the records of any subsidiary of y o 5. Annual Reoort. (a) An annual report shall be.prepared within 120 days after the end of the corporationt �.:i i . :Scal year. That report shall contain the following Information in appropria� te detail. - (ii) A statement of the p.lace where the name -s and addresses of current membe-rS ate located. (iii) Any information that is required by paragraph 6. (c) This section does not apply if the cor- poration receives less than $10,000,00 in gross revenues or receipts during the fiscal year. ME M (b) Any indemnifications or advances aggregating more than $10,000.00 paid during the fiscal year to any officer or director of the corporation pursuant to these By -Laws unless that indemnification has already been approved by the members under Section 5238(e)(2) of the California Corporations Code. • MA e California Non-profit Corporation Law for all or any specified member action. (a) Membersh. ..Ri.h.ts Limitation: Sub5ect to the rights members unde, these BY -Laws, the 13oard may adopt,, a By -Laws unlest the action would: (i) Materially i. decrease adversely affect the members' rights as to voting, dissolation., redemptionr or (ii) Increase or number :: authorized members total - (iii) Effect . exchange, reclassification, or -cancellation of all or part of the m�mberships; or, (iv) Authorize a new class of membershirg (b) to Number of Directors: Cnce mernbers+N withoutcorporation, the Board may not, . approval members, specify or change any By -Law - (i) Fix or change the authorized '. ber of directors; (ii) Fix or change the minimum or maximum number of directors- or, (iii) Change from a Adirec- tors number of director",.. orvice ( if any provision of these By-Lawa requires the vote of a larger proportion of the pokrd..othetwise provisionrequired by law, such or repealed except by that greater vote. EM v (d) Members' Approyal_ESqR�ired. Without the approval of the members, the and may not adopt, amend or repeal any By -Law that would: (i) Increase or extend the terms of directors; (ii) Allow any director to hold office by designation or selection rather than by election by a member or members; (iii) Increase the quorum for members (iv) Repeal, restrict, create, expand or otherwise change proxy rights; or, 0 Zv) Authorize cumulative voting. 2. Amendment by Members: (e) Effect an exchange, reclassification, or can- cellation of all or part of the memberships of that class.. ore w Executed on 1987, at Lodi,California. q p -- EXHIBM THE GRAPE BOWL STADIUM, KOFU, SALAS, ZUPO PARKS AND OTHER LOCATIONS FOR BOBS SPONSORED EVENTS �DETERMINED BY H-UTUAL AGREEMENT WITH BOBS AND DIRECTOR OF PARKS AND RECREATIONJ PARTIES: This agreement is made and entered into this f day o -AR 200-1:by.and: between the City of Lodi, a municipal corporation ("City") and the Boosters of Boys and Girls Sports ("BOBS"). The term of this agreement shall be from January 1, 2003 to December 31, 2007. RECITALS: SOBS agrees to operate concession stands at the below described parks under the terms and conditions set forth herein, Grape Bowl Stadium, 221 Lawrence Street, Lodi, California Kofu Park, 1145 S. Ham Lane, Lodi, California Sala s Park, 2001 S. Stockton Street, Lodi, California Zupo Park, 350 N. Washington Street, Lodi, California TERMS AND CONDITIONS - I Ergjnises, City does hereby grant to BOBS the sole and exclusive righftlicense to vend food and drinks, etc, at the concession stands at the Grape Bowl Stadium, ofu, Salas, and Zupa parks and other locations for BOBS sponsored programs and events (determined by mutual agreement with BOBS and the Director of Parks and Recreation for the term of this agreement, 1 2. gansidergLfion In ronsideration for the granting of this righNicense the parties shall do the following: A. Cithallarovide I Enclosed concession stands at the Grape Bowl Stadium, Kofu, Salas and Zupo parks with some limited City -owned equipment which BOSS will be expected to service and maintain at BOBS sole cost and expense; 2, Water, sanitary sewer, gas, electricity, and garbage receptacles outside of the concession buildings; 3, Maintenance of the general property of the cor*ession buildings, unless abuse and lack of general care is apparent, at which time the cost and expenditures shall be that of the BOBS. 6, Concession Weration con'j:X___.' 1. The City Manager is granted the right to immediately terminate this agreement upon failure on the part of the BOBS to keep in full force and effect during the entire term of this agreement, the insurance required herein; L BOBS shall, prior to opening for business, furnish a products and p6ce schedule and shall follow the products and price schedule as mutually agreed to between BOSS and City; 3. BOBS shalt provide all .equipment and merchandise necessary to operate said concessions; 4. BOBS shall keep accurate records and books of accounts of all purchases and sales and does hereby give to the City or its authorized agents, the right to examine and audit said books at any reasonable time. The BOBS will complete monthly reports, and these reports shall be filed with the City by the tenth day of every month while said concession is in operation; 5. BOBS shall operate said concessions on program game dates at times commencing 15 minutes before first scheduled game or event time; 6. BOBS agrees to obtain at its own expense, any and all -permits and licenses which may be required by law or ordinance in conducting the 11 concessions, and to pay any and all taxes which may be assessed against it for whatever purposes in the operation of said concessions; 7. BOSS shall keep the concession stands and the immediate surrounding area in a clean and presentable condition at all times and follow the strictest of sanitary conditions, and any State and locai ordinances applicable to the business conducted. BOSS shaft give the City written notice of any maintenance problems; 8. The rights granted hereunder for concession sales at the identified parks, shall be exclusive to BOBS for BOSS sponsored events, with the exception of football games sponsored by the Lodi Unified School District at the Grape Bowl Stadium. Subleasing by BOBS is hereby prohibited; 9, BOBS is aware that a Possessory Interest Tax is or may be charged each year by the County Assessor for the use of the facilities and that payment of this tax is the responsibility of BOBS, M The Parks and Recreation Director and BOBS as mutually agreed upon shali approve or disapprove any employee or operator of said concession stands on the basis of such considerations as dress, general cleanliness, working relationship with the public, and staff needed to successfully vend food for day to day operations, tournaments or special events\activities. -(City will coordinate this action with Concessionaire manager); 11. City reserves. the right to enter upon the premises at any reasonable time, to inspect the operation and equipment thereon, or for any other purpose-, 12, BOBS shall not have the right to sell, mortgage, assign or sublet this agreement or any part thereof without the prior written consent of City and any attempt to do so shall automatically terminate this, agreement; 13. BOBS shall be responsible for the security of the concession stand and any storage buildings assigned to its exclusive use as far as locks on doors and windows. or installation of an alarm system if it is deemed necessary by mutual agreement of the parties. BOBS shall be responsible for any acts of vandalism to BOBS' equipment or inventory, 14, At the conclusion of or termination of this agreement BOBS shall surrender said concession premises in as good an order and condition as that in which BOBS received same, excepting ordinary were and tear. Damage to or mistreatment of the buildings or City equipment will be the -responsibility of BOBS to repair, replace, or reimburse for repair and replacement, 3. lnsurance\Hold City shall, as owner of the property, be responsible tothe extent provided by law for any damages arising from the condition of the property itself, or from the direct and active negligence of City's employees and officers. BOBS shall save, defend, indemnify and hold harmless City, its officers, agents or employees from all damages,. costs or expenses which may arise because of damages or injury caused by BOBS, its officers, agents, members or employees during the course of its activities on said premises. Such indemnity shall indude attorney's fees. BOBS is required to carry a policy of comprehensive general liability insurance in compliance with all provisions of the "Risk Transfer Requirements for Lease or Use of City of Lodi Facilities", attached hereto as Exhibit A and incorporated herein by reference, 4, le.rMnation of 6greemept: This agreement may be terminated at any time with or without cause by either party upon thirty days written notice. Upon termination of this agreement BOBS agrees to quit and surrender the premises in a peaceable manner and City shall have the right to remove BOBS and all others occupying through or under this agreement. 5, Entire ement, This document contains the entire agreement between the parties. Any inconsistent prior or contemporaneous oral terms are void and shall not be used to modify or supplement this written agreement. 6- Attorney's Fee and Costs- In the event either party brings an action under this agreement at Law or in Equity, for the breach or enforcement thereof, the •prevailing party in 4 1 such action shail be entitled to its reasonable attorney's fees and costs whether or not such action is prosecuted to judgment. IN WITNESS WHEREOF, the parties hereto, being in agreement with the terms of this writing, have set their hands as follows: GiTY OF LODI, a municipal -corporation H, b.I N City Manager APPROVE.:AS TO FORM: *RNDA&L-Lg City Attorney City Clerk BOOSTERS..O.F BOYS AND GAL SPORTS (808$): 1 *TONALPEG—RE President I -? Date 111i'll, 711 1 1� 11-11 The B.O.B.S. Organization currently serves as an extension of the City of Lodi`$ Parks and Recreation Department. The board coordinates over 1,000 voluhteer coaches and 300 concession workers in addition to endless hours of other activities. each year. The budget has expanded to $350,000 per year, of which $100,000 is derived from fund-raising, Over the years, app roximately $7 million has been raised by the B.O.B.S. and contributed to youth sports programs in the cornmunfty it is rare that a non-profit organization created to �enefit the youth of a community will survive, succeed, and flourish for 40 years. However, in Lodi the succes.s of recreational programs geared towards providing low cost and well organized youth sports has, in fact, flourished and is a model -perfect program for communities throughout the state. From a meager beginning around a coffee table in 1960, the B.O.B.S. have grown to a unique organization that runs baseball, softball, basketball, tackle football: and soccer in Lodi. The public/private collaboration between the: C. Ity of Lodi.:and the allows over 4,000 children to participate in sporting activities each year. In addition, the 13.0-13,& has an extensive scholarship program that permits all youth pl ayers the opportunity to play sports. The tremendous involvement of the B.O.B.S.' volunteers, working together with the City, creates a unique urban enrichment program found nowhere in California. Over forty years of community involvement by thousands of volunteers affec.ting tens of thousands of children is a testimony to the value of a public/private partnership. Lodi's experience with an innovative organization has proven that communities can provide quality services for the citizens by partnering with volunteers. Lodi is a community rich in sports traditions; it prides itself on the many value-s...that are derived from participating in recreational and competitive sports programs. Credit for the community's innovative sports program is attributed to a public/private partnership between the City of Lodi and the Boosters of Boys and Girls Sports �B4O.S,SJ. In 1960 the B.O.B.S. Organization was formed by a smail Office/bobslwho am the bobs I �-,ontingent of civic :minded leaders who were 7 © <! by a..desire :# provide publicyouth of the community with enrichment programs,sportname activities,2 «. :is a non-profit public<�« « corporation ©&»a!# Under non-profitthe publici The organization » a to includegirls' sports in © the mid -seventies » modified 2 » Boostersname t . . of ,» a> . » 4 2<, rhhane ® »» :»<4° ,» 4»«awa« has grown y , membership of over:; 2#» » z: an executive ?«:.< fdire :#y that consists of 25 dedicated and hard-working volunteer leaders. <The B.O.B.S. was created .». :r the city's recreation program was attempting :+ run boys athletic programsfor ©e entire community with a single ».+2©?.< supervisorwas expected to recruit a number of volunteers, ,#»<«<.©coordinate uniforms, secure teamsponsorships, obtainequipment ande?>*« a»2«t as to the importance of »fellowship and sportsmanship that coma. from athletic These�formidable simply could «»».:<»a,£:<!« idet<.y« person.by one The community needed to get .involved , an endeavor ,. quality public enrichment sports programs to the youth of the Lodi area. Ed .enedetti, Parks and Recreation Directorfro 1942 to 1985 and Tom Akins who served as Recreation Supervisor », the City of Lodi organized 2 » # #:#.2 From its beginning h < O.B . gathered loca residents w;ye» » promoting, volunteering, . funds to develop , system , controlled sport activities <under:» direction o ©« Recreation Da : ©y. Volunteers servea », dviso< . . consisted «��ight © members �� the � , �. .� � .�.«�. .: t#«:# of Directors, <approximately 100 volunteersand - budget $10,000. Today we have a 25 - member ,:« :workers Board, :.«.0volunteer»�»y. and v # a =r,.»»»f budge of $350,000= : g Originally, .:, _ co-sponsored :. »#.. baseball., .. . s , .». andfootball, program in Lodi. With their development of volunteers, fund-raising and interest on < part of theentire community, they e»a. .e, .. include tournaments, .» .: events as well as the following programs: Lodi Delta .,2 Mother Lode Tackle Football Franchis !< Lodi Youth Soccer League Cal Ripken Jr,Baseball (6-12 w:< <) o«^».pBa«.2.©:Baseb (13 year olds) Babe Ruth Baseball (14-15 year olds) American Legio» Baseball (16year Comet and Cardinal »:a©»2: ague Babe Ruth Softball : ? year olds) of &w are U: w 2 The B.O.8,S. assistance. has enabled the Recreation Department to annually O'Vid :pr activities for over 4,000 youth with volunteer hours lnthe thousands and finabci assistance to pay for the majority of the program expenses. The City of Lo& a the 13.04B.S. have worked together in their shared interest in youth spor programs. I • To assist the Lodi Parks and Recreation Department in financing:: vario. programs for youth by participating in fund-raising attivjtiet • To bring to youth a deeper realization of the importance of sportsmanship� an fellowship through participation in athletics. • To serve as an advisory group and coordinate with the Lodi Parks, an Recreation Department in all matters pertain . ing to joint program sponsorshi general program policies and rules and regulations. • To serve in mutual cooperation with the Lodi Parks and Recreation Departme in promoting and encouraging participation in competitive athletics by yo . Lit from ages 6 through 18. • To increase interest and support in competitive athletics by involving a ore number of adults, directly and indirectly, as volunteers in athletics at all [eve and various progr.am areas. • To honor the outstanding volunteer personalities of the B.O.B.S. organization coaches in the Lodi area and sponsors of youth teams. • To serve as a social and a recreational outlet for adults sharing a comm interest in sports. The B.O.B.S. rely on the following committees and their volunteers to successfully bring sport programs to children: Membership Sponsorship Social, and. Honor Concession Fund -Raising Nominatin 9IScre. o.ning Ad Hoc Equipment Tournaments Finance Sports The Sports Committee in particular is active in evaluating programs, coaches,� and implementing new programs. Evaluations by coaches are cobducted at thB ebd 01 each season. It gives the board members an indication of how the team$ are progressing through the programs. The B.O.BS. quiet claim to fame, in addition to helping thousands of children:aach year, is their success in raising funds for park improvements. Following 'is. a list of Offi,m/bobs/who art tht. bobs 3 specific projects that are still functioning and having a positive impact on the community, 1Tony Zupo Field Batting Cages - Coordinated by the The project entaited raising t4,500, plus materials, for the construction of a batting cage facility. Dave Comer and Al Smatsky, both city employees, constructed the. project during off duty hours. 2Salas Park Construction - The BO.B.S contributed over $50,0M in vo.lunteer :labor, materials, and equipment to the development of Salas Park. The park located in south Lodi was developed as a� direct result of the B.0.5,$. concern for overcrowding at existing playing fields. 3Salas Park Lighting - The B.O.B.S contributed over $10,000 towards the installation of park lighting. The project enabled the use of four baseball diamonds in the evenings. The organization can also be credited wi-th installing the original lighting system for the ballpark. Volunteers purchased and installed fixtures., erected poles, and worked with the city's Electric Utility Department to complete the project, 4, Lawr6hce School Irrigation System - The B.O.&S. purchased. and installed equipment for an irrigation system at Lawrence Elementary School with.hetp for the City of Lodi. The system now covers 10 acres of ground, It irrigates two basebaii/softball fields and 4 small soccer fields in the fall months. 5Kofu Park and Salas Park Irrigation Systems - The B4O.B.S. assisted in the installation of infield irrigation systems at both Kofu and Salas Park baseball diamonds. 5Football Stadium Press Box - When it came time to install a new press box in the city's footbalt stadium the B.O.B.S. came forward with doilarsln hand and assistance with construction activities. It helped the "Press Box Committee" to secure other community sponsors toward the project. 7. Ail baseball Parks - B.O.B.S. have donated scoreboards, field fencing, backstops, bleachers, and/or backstops in nearly every park that has a baseball/softball diamond. 8. Footbail Stadium Scoreboard - Once again the 13,O.B.S. pulled through with a new scoreboard to grace the local football stadium. This was a cooperative effort with the Lodi School District and Pepsi Cola Bottling Company. In addition to the aforementioned capital projects the B.O.B.S., with the help of the Sponsorship Committee, annually raise funds to sponsor over 30.0 youth sport Offivelbobstwho are- the bobs 4 teams, The committee raises approximately $50,000 towards this endeavor to accomplish general operating budget and capital improvement projects. Fund- raising has :w» fee s to participants very low and the organization funds scholarships to under -privileged youth. It is the organization's goal that every child be able to participate in community -wide sport programs. With -so:many improvements to parks and facilities during the past 40 plus years it is difficult to chronicle and identify every project. However, if there was a need and no funding: available, it was the 13.0,13.S. who came forwardtime and time again to help keep youth sports activities alive in Lodi. Former Parks and Recreation Director, Ron Williamson cites the success of the city's sports programs as a direct result of ©» BO. B.S. involvement. According to Williamson, "the secret is recrug community oriented citizens who have the dedication and conviction to carry forward quality public enrichment programs for youth,' The B.G.B.S. have conducted themselves as servants to the community with.: tMv common interest of bring quality sporting opportunities to each and every child it the city of Lodi. They have brought positive changes to Lodi, Offioo/bubBiwho are the bobs 5 Galas Park i Purchased and installed four (4) scoreboards a Purchased and installed P... systems Purchased infield irrigation for Prep di .mond i Updated snack bar equipment 0 Painted the snack bar Purchased and installed the football storage container 0 Purchased additionalfencing for seating_area a Painted the back strap area on each diamond Z.gpg_Field • urcd the new scoreboard ($10,000) • Participated in ou ield renovation • Participated in infield renovation • Purchased new heating and air conditioning unit for the snack bar • Renovated the press box • Purchased and installed the air conditioning unit for the press box • Contributed to the painting project ofu Park (Y r shit ,� 1 d * Expanded the. seating area by % ($40,000) Added forcing and concrete to bctop 10 P rticipated in the infield renovation and irrigation system Parks & Recreation Office 6 Contributes ,000-$1,200 per year for equipment and supplies isceilan ous Purchased s portable soccer goals for use at Peterson Park and Grape Festival Fuld Purchased 2 batting cages for Peterson Park Purchased breakaway rims for the Pavilion hoops 10/31/2003 E X H Bq T4 ,, rr BOOSTEW, 0 BOYS/GIRLS SPORTS 01, ANIZATION Ell. The purpose and goal of the Boosters of Boys/Girls Sports organization (B. 0, B.S) is to serve as a volunteer athletic organization promoting youth sport programs for Lodi and assist. the Lodi Parks and Recreation Department in an advisory capacity, The, B4O.B,S. will assist the Lodi Parks and Recreation Department in securing volunteer coaches, financing youth sports programs, establishing committees for genera. operational assistance, and elect a Board of Directors to assist with the development of the administration and direction for all youth sports. The B.0, ,S. will open all programs to any and all youth from the ages of 6 through 18 years of age and will not restrict participation because of race, religion, creed; and/or financial means, The .O. .S, will pay tribute to volunteers through honorary activities and awArds as justified for the promotion of its mtmbership. The ,O, .S. will work toward providing sports opportunities to youth at reasonable cost, and will involve itself in a variety of fund raising activities to meet this M" 9/2/92 9 1 4 �� Z�?\ � . % . & 9 1 4 �� Z�?\ � . % « ¢. .0 $ �f i \ � � \ f / \ w F-4 m C4 C4 rt 0 0 yg`��Fp gni 6./ p �q g Y p 6V� w F-4 m C4 C4 0 yg`��Fp gni 6./ p �q g Y 0{pVpg1-4F ?� if °e•a i 6 iM Fes% �N �d. a W a p pai✓e PSR 0 cr m to i) w m cot rt 00i H 0% i 00 Fj w m 0 ?� if °e•a i 6 �d. a 1 EYHOIT M E M 0 R A N D U M F R to M T H E 0 F F I C E 0 F T H E C I T Y ,k T T 0 R N E Y TO; Honorable JacK A. Sieglock, Mayor FROM: Randy Hays, City Attornej-/,,' RE: Comr-nission/Committee R The attached is a report regarding commissions and committees. The.. format is designe d to indicate the legal basis for formation or existence. As can be seen, several groups have been formed with little or no formality in terms of underlying ad . thority either of the state or local.: level Minute action was used to establish some fairly high profile bodies upon which un the City Coc . it has retied, The fact that the minute action was utilized as the establishing me.t.h.odolo.gy made it very difficuft to find out what was expected of a group as well as understanding howgroups were to operate. in a couple of instances documents indicate that a group is. to function under the "auspices" of the City Council, That word is defined in Webster's New. Collegiate Dictionat . y as "kindly patronage.and guidance." That concept seems to fall somewh.at short.of being an arm of the City with th e liabilities associated with groups' activities being assumed by the City- For example, I have been advised that it was the understanding of those it with the Eastside timprovement Committee that the City was insuring them and assuming any liabilities. associated with their activities. Indeed that may have been the Council's intent. If so, I would suggest that there shoWd be considerably more formalization of the relationship. There is precedent for such a relationship. It exists between B.O.S.S. and the City. I was surprised when I read the agreement between the City and BCS. B.S. First, B4O.B,S, does not have any link to the City Council, Its activities are directed by and they are rezponsible to the Parks and Recreation Department. The City however has agreed to hold harmless and indemnify B.O.B.S. as well as providing coverage up to $250,000.00 for activities, which are directed or supewised by a member of B.O.B,S. In this instance there is at least an agreement in place which sets out the City's understandings and obligations. Overall, my recommendation would have to be that more formalization is needed. Ordinances should be put into place, which clearly set out operational terms as well as the duties and powers of the body. %, Mkr; R IM E2 \A DM VOCAC TTYkC0TJ NC I LbV ENN kNWCO "A V'T-00 C et wt o provides for the ostallishrzl:rt of bard of recreation commissioners pursuant to the authorization to establish Community Recreation Programs, City Council Resolution No. 3293 adapted August6, 1969 establishes the (,o mmi cion and sets out its duties. This resolution is the 4th in a series that est blMes the Commission and appears to be the last point in time when the Council dealt with the question. Commission consists of five members 4 one of which shall be a representative of.the Lodi Unified ScboQl District (l USD) w each of whom shall be appointed by the Mayor with Council approval. LUSS member is to be recommended to the Mayor 'by. the Superintendent of Schools of the L USD, Powers are pursuant to Education Code §10900 et. seq. Commission is advisory to City Council - any decisions can be appealed to City Council. Staff Liaison: Parks and Recreation Director O: A private non-profit which runs, promotes, supports and funds recreation programs in conjunction with the City. Pursuant to Section V, Subsection 2 of the . .B. . Bir La ws, the Parks and Recreation Department has a staff member designated as amember r oaf the Board of Directors. The City as well entered into an agrement with 13, . . in 1987,.As far as l can determine, the agreement is still in place. w ® Department created 0 11112 members. Established 20 years ago. Assist Warks & recreation in making decisions regarding rules, rosters, leagues, classifications, discipline, facility evaluation, national tournaments. Commission created 4 5 members. Established 7 to 8 years ago, 0 Advises Commission regarding Lodi- Lake Nature .Area. 2 Jennifer Perrin rorty Susan Blackston Sett; Monday, November 10, 2003 1:56 PM To- `Alice Synoground' Cc. City Council; Dixon Flynn; Randy hays; Tony Goehring Subject, RE: Bob's Mooting Dear Ms. ;Synoground: Page I of :f This reply is to confirm that your message was received by the City Cler s Office and each member of the City Council. In addition, by copy of this e-mail, we have forwarded your message to the following departments for information, referral, or handling. 1) City Manager, 2) City Attorney, and 3) Parks and Recreation. Thank you for expressing your views. /s/ Susan J. Blackston, City Clerk _-___Original Message ---_.. Frogs Alice Synoground [mailto-,mas@u aprogrip,com] Suet, Monday, November 10, 2003 1-18 PM To- Susan Blackston Subject: Bob's Meeting 11/10/2003 Pale 1 of :3 Jennifer Perrin From- Susan Blackston Seat: Monday, November 10, 2003 1:58 PM To: 'John E, Johnson, CFA' Cc- City Counci§; exon Flynn; Ranby Hays', Tony Goehring Subject: RE., Meeting regarding the BOBS Dear Mr. Johnson', This reply is to confirm that your message was received by the City ClerK s Office and each member of tete City Council. In addition, by copy of this e-mail, we have forwarded your message to the following departments for information, referral, or handiling: 1) City 'Manager, ) City Attorney, and j Parks and Recreation, Thank you for expressing your views. isl Susan J. Slackston, City Clerk _-.__Original Message----_ Pram; John E. Johnson, CFA mailto.-johnC&john johnson,com) Se=at: Monday, November 10, 2003 1:27 PM Tn. Susan Blackston, Bob Johnson; Scor Davis e Paries Comm; Scott Davis Work - DarksComm; Keel Sasaki; Emily Howard; JohnBeckman; Larry Hansen; Keith La=rd, Susan Hitchcock - Ext, Susan Hitchcock Cc. Zach Leach; Tom Alexander; Fran Lively Subject- Meeting regarding the RUBS Unfortunately, I cannot attend tonight's meeting regarding the BOBS and thus l would like to provide you with my comments in writing. First, let rye tell you. that I am not and never have been a member of the BOBS. Having said that, I am a friend of the -BOBS, I gree up playing in their programs and have coached in their basketball and baseball program=s, As a matter of fact, tonight is the first practice of rrzy tenth consecrative season in BOBS' Ca==ret Basketball progr=ams. Second, because of my experiences in other communities and tray research into ether program==s, i believe that I can address how the BOBS compa=res to otbers. The thing that snakes the BOBS unique is it relationship with the City, It is also this- relationship insrelationship that I thinly is misunderstood by the public. I know that when most parents arrlvc; at the Parks and Recreation Department that they believe it is a City of Lodi program when it may be a BOBS program that the City is facilitating, While the organizer of the program Tn ay =reed to be =made more clear, this relationship must continue. Through my own experiences I know that in most other cities that lids cannot go to their local recreation department band signup for nearly all sports. Instead, they need to find the appropriate person and then signup and hope the team isn't fall. When I coached Babe Ruth baseball in San Marino, California, we didn't accept signups, we recruited our players and that was bow it was clo=se in our entire league, Our league meetings were held in the living, rooms of the persona that organized the league. This meant that we were one illness or car wr,�-.c-k 11/10/2003 Page 2 of 3 from the league ending. With the BOBS, all the kids get a chance and the risk of losing a program does not exist. Regarding baseball, the BOBS uses Babe Ruth and not little League of A meric;a. If people say this is wrong, it is important that you know some facts. First, from a baseball perspective, it is my opinion that neither program is better than the other. While people may disagree with me, i think I have experience to support ray opinion, Second, if Lodi were. tem go with Little League of America, they would meed three different leagues as Little League of America has population restrictions, This would clearly be worse- than the current systema. where all the bids in Dodi get to play in the same system league, Regarding basketball, the Comet and Cardinal programs are second to none. The lCids fret great facilities, quality officials and 1.5 or so games not to mention. numerous rachce�. Anyone that says that this program needs to be changed is wrong. (Having said that., the 6th grade and under program meed serious help but it is my randerstanding that it is not a BOBS program.) While I think the BOBS is a great organization with many hardworking individuals. it is an organization that is not perfect. I think the BOBS could benefit by making the following changes. • Use a smaller baseball diamond for I3 year-olds. Some in the organization will say it is not possible. Babe Rath says it can be dome. From a facilities perspective, it can also be dome as proven at Blakely Dark. • Identify their baseball teams by major league nicknames, Babe Ruth says you can so why not? This would make it more fun for the kids, We use NBA tearns in Comet and I dont understand the difference. • Make, sure that the kids live in LUSD. While I would life to see kids in Dodi get preference in programs that are full by using a preferential signup period, that issue is not going to change. Since it won't change, the BOBS should do a better job of making sure kids live in LUSD. I have in the past lead basketball players from Sacramento and Walnut Grove on my Comet team. (That should say something about the quality of the program.) This year I have; a prayer that lives in Stockton but outside LUSD. This is not fair when programs are full and kids from Lodi are excluded.. ® "fell people where the money goes. I have asked members of the BOBS where the program fee goes and they don't know. When a kid pays $35 to play basketball, where does it go? does the City get some of it or all of it? Do the BOBS get it all" Where does the non-resident fee go? This could be solved by providing parent,,, at the tirn of signup, with a simple percentage breakdown of where the fee goes. It world also show these parents that: they are getting; a great deal for their money. • Consider a facilities charge. I think the City should work, with the BOBS and/or the Lodi Sports Foundation to add a charge to the lee for each program that N ill go directly into an account that can only be used for new facilities or improvements to current facilities. The account should be an account for time .BOBS or the Lodi Sports Foundation and not an account of the City. While the amount generated from this account would not be great, it would be a contribution to the facilities that time City hopes to Mild. (I think all the programs - BOBS, Lodi City Swim Club and non - BOBS should all pay into the same fund..) 1 hope that after tonight you will all agree that the relationship between the City and the BOBS is great for all - bids, parents and coaches. I. dope you all also understand that while I1/ t O/20€I3 Page 3 of 3 the BOBS and the City have a unique relationship that the BOBS is also an independent organization that does not have to follow what the City says. I would hope, however, that when the City has suggested charges that the BOBS would listen carefully. Alter al,, witilout the unique relationship that the BOBS has with the City, the BODS would likely fall. Like all large organizations, they may reed to address some small issues but for the most pati they do a great job. John E. Johnson, CFA John Ea Johnsen, LLC 106 So Orange Avenue Lodi, California 95240 209-369-14-51 209-369-3032 FAX 1.111012003 Page of I Susan Blackston From. Susan Blackston Sent: Monday, November 10, 2003 2:23 PM To- 'Cathy Mason' Cc: City Council; Randy Hays; Dixon Flynn; Tony Goehring Subject. RE; Joint Meeting of City Council & Rec, Commission/Monday Nov. 10th. Dear Ms. Mason: This reply is to confirm that your message was received by the City Clerk's office and each member of the CIty Council. In addition, by copy of this e-mail, we have forwarded your message to the following departments for information, referral, or handling: 1) City Manager, 2) City Attorney, and 3) Parks and Recreation. Thank you for expressing your views. /s/ Susan J. Blackston, City Clerk __...._Original Message -_--- r . essage----- rom. Cathy Mason [maIlto.cgm@usaprogrip,com] Sent: Monday, November 10, 2003 12:27 PM To: Susan Blackston Subject: Joint Meeting of City Council & leo, Commission/Monday Nov. 10th. The matter before the council regarding the BOBS organization is of concern to me since my grandson participates in Lodi youth sports. We look to our elected and appointed officials of Lodi to protect tour youth and to do what is right for our community. Therefore, please apply the Public Resources Code to all volunteers which would include the BOBS Board of Directors and require that they abide by state laws. Thank you, Catherine Mason 11 / 10/2003 HQW-D!Q tiMAK THHF RELA-nONSH1!k' dil'T—WF i {} ' iTER Since 1993 the California Public Resources Code g 5164 has required Cities and Countics to male inclino s ,nto the criminal history of applicants for positions having authority over minors on public schools, parrs & recreational facilities. Below are 9 of the 36 crimes, which disqualify an applicant from havitqp authority over minors forever, v: m er Unfortunately, the City of Lodi never fealty implemented these public safety screening standards. As a result, the Boosters of Boys and Girls Sports (BOBSj, which administers Youth Sports Progiaans on behalf of the Baty has knowingly installed Blaine Dejong as President who had been convicted of infliction of corporal injury to a spouse and had disobeyed the City Attorney's directives to cease authority over minors as required by the Public Resources Code BOBS' Board claims that the California Public Resources Code and the Brown Act do not apply to BOBS Board rneanbers and our City Attorney maintains that the City cannot require BOBS Board members to obey these laws because, "The BOBS organization 15 snot undet the jvunsdiction of e r i i ouncil.. ve sacs fav its Board. s e €fritter for T3OBS -to c sidet." Yet the City of Lodi must indemnify BOBS' Board members for up to a quarter of a million dollars. To add insult to injury, the Department of justice sponsored Senate Bill 900 in 2002 to clarifv what criminal background information could be released to Cities, which may have unintentionally altered the reference to the Pubic Resources Code's disqualifying convictions. The DOJ has drafted a bill to eliminate any ambiguity that SB 900 may have created. HgW&vet this b SArinot becotng effective until 29805. In the interim, the DOJ has indicated that Cities may adopt local standards to protect their youth. Therefore, the City should take following steps to protect the City, its Taxpayers and most importantly our Youth: 1. The City should have the ability to screen and select the BOBS Board Members because it anust indemnify them. 2. The City should have the ability to requite the BOBS to adhere to all applicable laws, rules and regulations. 3. The City's indemnification of the BOBS should be reciprocal and conditional on BOBS' adherence with all laws and directives from the City. 4. The City must set local public safety screening standards to supplement those that protected minors from violent or sexual criminals that nam have been nullified by the 2002 revisions to SB 900 which can't be rectified until 2005. S. BOBS must administer public assets in accordance with the Brown flet, just like the City Council or the Recreation Commission. Ron Be scow's Presentation to the Joint Meeting of the City Council and Recreation Commission itDW iDD WE TFIE I 12I(? dSIIII' kE Id TSI ' 1i(D Ti i✓I 3 TgiEk? According to the fst attachment, "The Boosters of Boys and Girls Sports (HOBS; orgaauzation is an independent association and is r of under the urisrl ction of the Ladi (ii iso �a 1% overnance bx � I3 ,�}5 SOIe a matt_ x (fir }3CiBS to cc>nsi mer. -- Therefore, the City of Lodi does not have the ability to select BOBS Board members or require these to obey the law. Yet, the City must indemnify BOBS Board members for up to a quarter of a million dollars, which is a recipe for disaster. We propose die following pian to protect the City from the liability created by lndernnifying BOBS Board Members and set local standards to replace those that protected minors from violent or sexual cr ' pals that � F have been nullified by the 2002 revisions to SB 900, which cannot be rectified by legislation until 2005. The following steps must be taken to protect the City, its Taxpayers and most importantly our Youth: 1. The City should have the ability to screen and select the BOBS Board Members because n must triderrinify them, 2. The City should have the ability to requite the BOBS to adhere to all applicable laws" _rules and regulations. 3. The City's indennification of the BOSS should be reciprocal and conditional on BOBS adherence with; all laws and directives from the City. 4. The City should set local public safety screening standards to replace those that protected nunonre from violent or sexual criminals that mU have been nullified by the 2002 revisions to SB 900, which cannot be rectified until 2005. 5. BOBS must administer public assets in accordance with the Broom Act, like the i an; Council or the Rec COMM[ssion, T$IE STATS Rh'CDI1►I2>~S t ®DI TfD SC I~'EN VtDLUNT;�ItS WHiD AC`T 4DN Is..;�...:_.._HAL�' tJ� T"I-iiE �I'T� Please see the 2nd attachment, which is an August 20tD1 memorandum from the City's Htarnan R€sour�rces L?ir€aor io its Parks and Recreation Director that discusses the State Laws that required fingerprinting of recreation program volunteers, which appio to all volunteers not just coaches. The fact that the Public Resources Code applies to all volunteers is underscored by the 3rd Attachment, which is it declaration signed by 7 current and former BOBS Board Members that declares that BOBS Board Mernbers have supervisory and/or disciplinary authority over minors on City operated parks, playgrounds and recreational centers_ Attachment 4 is a questionnaire prepared by a law thin to bring cities into compliance w th the 1993 Public Resources Code that lists the disqualifying convictions, which prohibits a volunteer from having authority over any m nor forever. It is important to note that this questionnaire is consistent with die August 2001 memorandurn from the Chi's 1 lurri;n Resources Director to its Packs and Recreation Director. Unfortunately, this public safety screening standard that was established by a 1993 state law was revert fixll irxzplenaented As a result, BOBS President was allowed to remain in a position of authority over minors with a disqualifying violent crirnited conviction who recently solicited another minor that he employed to assault our son, which exposes various individuals and entities to liability. All this would have been avoided if a 1993 State Law had been applied in accordance with the Memorandum from the City's Human Resource Director to the Parks and Recreation Director back in 2001. We value the City of Lodi and the BOBS and want to give them every opportunity to protect themselves frorn a:zy habi?i0>, which has been created. However, we are getting to the point where we can no longer turn the other cheek. THESE EVENTS UNDERSCORE THE IMPORTANCE OF ENACTING A LOCAL STANDARD TO PROVIDE THE PROTECTION THATSHOULD HAVE BEEN IN PLACE SINCE 1993, Attachment 5 is a letter that indicates that last year the Department of)ustice sponsored Senate Bill 900 to clarify what criminal background information could be released to Cities. Unfortunately, SB 900 giAy have unintentionally altered the reference to tine Public Resources Code's disqualifying comictions that are listed on Attachment 4. The DOJ has drafted a bill to resolve any ambiguity that SB 900 tray have created. However this hill canve�be o f%etive until 2005. In the interim, we. need a local ordinance to protect our youth when they participate in Youth Sports Programs on pebhc schools, parks and recreational facilities in Lodi from anyone convicted of the crines listed on Attachment 4. We request this Council adopt an ordinance Haat prohibits anyone who cannot answer nen to all the questions listed in Attachment 4 from having authority over minors on public schools, parks and recreational facilities in Lodi. i3T DI a TrIOs �>3 SOT I FC rI� BY �?u _ti ° H r, Ivry The BOBS administers Lodi Youth Sports Programs on behalf of the City, and has knowingly installed its current President who had been convicted of willful infliction of corporal injury to a spouse after he disobeyed the City Attorney's directives to cease authority over rumors as required by the Public Resources Code. We have advised Staff and the City Council that several other BOBS Board members who are also City employees, have been involved in the violation of various State Laws and/or BOBS Bylaws. On August 14, 2003, these advisories were reiterated to the City Manager and we gave the City Manager a copy of the agreement between the City and the BOBS, which is the 6th Attachment that states: "It is acknowledged and agreed that the Director of the City's Park & Recreation Department shalt be the authorized Berson to assign and direct the members of BOBS in their participation of the sports and recreation program of City." In response, the City Manager said he wanted to know about the misconduct of any City Employee that also served on BOBS Board. However, Attachment 7, which is the October 22, 2003 response by the Parks and Recreation Director, makes it clear that no such investigation was spade when it stated, "No such investigation has been conducted." This lack of oversight was further evidenced by a subsequent response front the Parks and Recreation Director, which stated, "Former BOBS board members, Tony Alegre, Tim Greem ayes and Joe Mariam have not been interviewed by the current Parks and Recreation Director, Tony Cnoehring." So no attempt to interview former BOBS Board Member was made. Nor was there any attempt to investigate the misconduct of the current BOBS Board Member, which we must indemnify. Yet, the agreement between the City and the BOBS that creates a contractual obligation v "hold, BOBS, its officers and directors free from any suit, action or claim for damage, up to a maximum of $250,000, that may or might be filed by reason of injury to participants in City's sports and recreation programs, which program may at that particular time be under the direction or supervision of a member of BOBS." The fact that the City must indenmify BOBS Officers and Directors is troubling in light of the City Attorneys' claims that the City cannot set standards or control the conduct of the BOBS because the BOBS is a separate legal entity_ Such a delegation of public authority would be illegal according to Egan v. San Francisco (1413)1 tis Ca= 576, 583-584, which invalidated a contract between San Francisco and a private corporation,tv seethe caiy i� d trot tetaiEaeairi con roi v r o etastions to rotect theuhlic interest for the delegation t lre va ' . Moreover, the City has more control over BOBS operation that we have been led to believe. Once again, the Agreement between the City and the BOBS that states, "It is acknowledged and agreed that the Director of the City's Park & Recreation Department shall be the authorized person to assign and direct the members of BOBS in their participation of the sports and recreation program of City." The 8th Attachment is Page 1 of the BOBS` Bylawswhich state that the specific purpose of the BOBS is, "To serve as an advisor to and coordinate with the Lodi Parks and Recreation Department in all smatters pertaining; to joist program sponsorship, general program policies, and rules and regulations." Clearly, the BOBS is to serve as an advisor to the Lodi Parks and Recreation Department, which is headed bv, the Parks and Recreation Director who reports to the City Manager who reports to the City Council, Not only does The City have more control over the BOBS Than has been acknowledged, the City Attorney indicated on October 15, 2003, that past efforts to more clearly set out the duty and powers of the respective parties were abandoned because BOBS was a sacred cow. Now, just because obeying the law may be politically hard to do, doesn't mean it's ak to concoct a legal rational to look the Other way or fail to take steps to revise the rules of the relationship to protect the City, its Taxpayers and our Youth. The truth is that Cities often require separate legal entities to obey laws and regulations even whin the ('fly z, its ih�se r x Ze legal entih shaxe no joint duties or t�li� ons. Obviously, it is even more important to be able to require compliance with the Law when the City has a relationship with a separate entity, which creates joint duties and obligations like the relationship between the BOBS and the Citv. Moreover, contracts often require a separate legal entity to obey all applicable governmental laws and regulatuels. Simply put, the City does not have to have control over BOBS' corporate structure to require the B013S to obey the Law. When you think about it, the City's relationship with the BOBS is in massy ways analogous to a Landlord / Tenant relationship because the BOBS like a Tenant has been given the right to occupy, use and control the City's real property unci conducts public activities on the City's properties, which can create liability. To manage this type of risk, most leases require the separate legal entity who occupies, uses or controls the property of another to indemnify the property owner who has relinquished or diminished control over their property. �inL}}�na the BOB$ sho ld +n mnitg the Ci c r aY Ira t the xnde 7 mfi C o�}s should be rbc s cal ati S o� Gt �a�gse obey¢ all laws and the Ci v's p i i w proFedt res and ecv, Clearly, the agreement by City to indernnify the BOBS is inadequate and inequitable given the nature of the relationship of die parties and Staff's claims that the BOBS, "is an indepdetnt assoa iation aenel is snot unciez ar iufastdaa o£tae I ndi CiityXauncil t"xovertnanca Iny its $acrd ie stalely a anatter fos BOW to cotes` r, In addition to changes to the indemnification provision, which are necessary to protect the City we believe that anyagreement between the City and the BOBS should allow each City Council member to nominate 5 new BOBS Board Members. These nominees could be current, former or new board members, which do not have disqualifying convictions and/or have not violated any state law(s) regarding the open governance of public assets and/or BOBS Bylaws. This would be very similar to the authority granted to the City Council when the East Side Improvement District allowed the City Council to approve its Board Members in consideration of the indemnification they received from the Crm FINALLY, WE NEED TO ADMINISTER PUBLIC .ASSN'S OPENLY To stop the continued violation with California's open government laws, any agreement between the Cite and the BOBS should contain the following truthful recitals or acknowledgements; "'The City played a role in the creation of the BOBS and that the City has delegated the authority to administer Lodi Youth Sports Programs to the BOBS." along with an acknowledgement, which is consistent with the Declaration that has been signed by several current and former BOBS' Board Members, which states. "BOBS Board Members have supervisory and/or disciplinary authority over minors on City operated parks, playgrounds and recreational centers," These steps are all that's necessary to invoke the protections intend by the Public Resources Code, administer 1:,0(h. Youth Spores programs t accordance with California's open government laws, and protect the City, its Taxpayers and our Youth. Thank you for your consideration. I would be happy to answer any questions you may have. CITY COUNCIL SUSAN HITCHCOCK, Mayor EMILY HOWARD Mayor Pro Tempore JOHN BECKMAN LARRY D. HANSEN KEITH LAND CITY' OF LODI CITY HALL, 221 WEST PINE STREET P.O. BOX 3006 LODI, CALIFORNIA 95241-1910 (209) 333-6102 FAX (209) 333-6807 cityc1rk@lod1,gov January 2, 2003 H. DIXON FLYNN City Manager SUSAN J. BLACKSTON Cit, Cierk RANDALL A. HAYS City Attorney The City Clerk's Office is in receipt of your correspondence regarding the above subject dated December 31, 2002. This letter is to inform you that in addition to providing a copy to the City Council we have forwarded your correspondence to the following departments for information, referral, or handling: 1) City Manager; 2) City Attorney-, and 3) Parks and Recreation, The Booster of Boys and Girls Sports (BOBS) organization is an independent association and is not under the jurisdiction of the Lodi City Council. Governance by its Board is solely a matter for BOBS to consider, The City Attorney in consultation with the City Manager therefore advises that this matter will not be placed on the City Council agenda, You may however, if you choose to, appear at any City Council meeting and address the Council under the agenda title, "Comments by the Public on Non -Agenda Items," Attorney Randall Hays at (209) 333-6701, SJB/jmp cc: City Council City Manager City Attorney Parks and Recreation Director cityctrk/cuiTesp/lBe�iiasconi.doc E� Susan J. Blackston City Clerk Memorandum City of Lodi Human Resources Department TO: Roger Baltz, Parks and Recreation Director FROM: Joanne M. Narloeh, Human Resources Director DATE: August 29, 2001 � SUBJECT: Mandatory Fingerprinting Program Over the past month we have been discussing the application of the lair, a, it reiaMe t O W. fingerprinting of recreation program employees and volunteers who .pork wit17 rai;,o;e You have asked for some clarification retarding specs ically titiho a prey i dei! ±,om working with children. L`nfortUnatck, tl?c"IfSSWer (o t]:dt �IUcst!Vn Is 11, > itK and a and is subject, in some cases, to the Cih's policies at,,(!, discretion_ Tht t 2cicg said 1 provide you with the foundation and sumrnary of the law. To protect the interests of minors, three types of general crime categories are considered as "disqualifying violations" when a criminal history report is issued for employees and volunteers: sex c�s convictions, drums cri— e &c mconvictions, and yit crime �.. convictions. For convictions of sex crimes, (_generally Penal Code Section'L20, 201,5 262, 273an(' d, 273.5 and any sex offense in section 290), a person f precluded f,om work .ny �.vit? children forever. For convictions of drug crimes, (generally Health and Safetv Code I ?o()0) of perscn is precluded from working with children if they have been incarcerated for any oft hese. offenses within the preceding 10 years or if they have three or more misdemeanor or felony convictions in the preceding 10 -year period_ For convictions of violent crimes, (gerciAl penal Co lc -)� )i 1l �> _:l r a person is precluded from workirr with children ii then I«.cc ix c;r i.,,n l fc: , of these offenses within the preceding 10 years, or if they hare thr,u cI more misdemeanor or felony convictions in the preceding i 0 year period. Additionally, the City reserves the right to preclude anyone from working who tray hose been convicted of a violation of the law that would have an adverse nnpact on the Ciiv'S operation, c:AwinwordAdeplhead\finge rprintbal,z_doc As current and former BOBS Board members, we declare the following based on our knowledite of BOBS' Bylaws, BOBS Agreement with the City of Lodi and our experience serving on the BOBS Board of We have or have had supervisory and/or disciplinary authority over minors on City operated playgrounds or recreational centers used for recreational purposes. We sit or have sat on appeal panels, which discipline minors and/or determine if rumors can participate in Lodi Youth Sports programs. Our authority determines whether minors were released to participate in programs in other jurisdictions when minors do not want to or participate in comparable programs offered by Lodi Parks and Recreation Dep trunenxt. We run or have run tryouts, tournaments and events on City operated Schools, Parks and Playgrounds. BOBS' Bylaws and BOBS' agreement with Lodi establishes that all BOBS Members are volunteers who act: on behalf of the City of Lodi and that we serve in an advisory and coordinating capacity to the Nodi Parks and Recreation Department on matters pertaining to rules and regulations, which pertain to youth from ages b through 13. By: Forint Name: Date: We declare these facts to true and correct to the best of our knowledge and belief. .7 By: R n Marks ' — Pimt Name: September -M 2003 Date: By' By Print Nam . TG eenxziyer� _ Print Name: Date: September, 2003 Date: By: Print Name: Date: By: Print Name: Date: 6-),', ,.5 d/ /Ivi 14 1 c Sr_ y - September �U-2003 M Print Date: Tony Alegre - September It, 2003 fir, 2003 Septembe , at Name: te: September `-, 2003 I JENKINS & HOUITS, LLL Page l of 3 LLP A LAW PARTNERSHIP MICHAEL JENKINS 1325 NINETEENTH STREET CHRISTI HOGIN MANHATTAN BEACH, CALIFORNIA 90266 (3 10) 939-1736 ^ FAX (310) 939-1726 www.LocaIGovLaw.com WRITM'S EMAIL, ADDR iSS: MA NK1NS( LOCALGOVLAW'_C'OSI April 29, 2002 Public Resources Code § 5164 Supplemental Questionnaire Attached is a supplemental questionnaire designed to bring cities into compliance with Public Resources Code § 5164. This section requires public: employers to make specific inquiries into the criminal history of all applicants for positions involving supervisory or disciplinary authority over any minor. A "yes" answer to any of these questions will disqualify an applicant, with two exceptions_ First. if an applicant answers "yes" to any of the questions 11 through 18, the city will need to determine whether or not that conviction was classified as a felony or a misdemeanor' If it was a felony conviction, it is disqualifying. If it was a misdemeanor conviction, then that offense alone is not disqualifying unless the applicant has a total of three or more misdemeanor or felony convictions for any of the offenses listed on the questionnaire in the last 10 years. Second, a "yes" answer to question 10.1 or 10.2 is not disqualifying unless the corresponding subquestion is also answered in the affirmative. Section 5164 also requires criminal background checks on all applicants for positions involving supervisory or disciplinary authority over any minor. SUPPLEMENTAL QUESTIONNAIRE Pursuant to Craalornia Public Resources Code § 5164, this fawn must be completed by all applicants for positrons involving supervisory or disciplinary authority over any minor. Please complete both .sides ty"the page. you ever been I Have you ever been convicted of 18? 3. Have you ever been convicted of 4. Have you ever been convicted of child 7. [-lave you ever bcen convicted 8. Have you ever been convicted assault or assault with intent to con snit with a person under ape corporal injury to a spouse, YES htip:llw,vw.localgovlaw.com/5164form.httn 1/8/1)003 JENKINS & HOUIN, LLP ave you ever bean convicted of arry sexual crime or offense ave you ever been convicted of any of the foilowuig crimes or of an attempt to — lit any of the Following crimes? 1T I{id:ib7lejs were you convicted of kidnapping or attempted kidnapping with mmit rape, sodomy, lewd or lascivious acts, oral copulation, or sexual penctration4' T10-2 Krdnapping far ransorn`i0.21 if yes, were you convicted of kidnapping for ransom or attempted dnapping for ransom with the intent to commit rape, sodomy lewd or sciwaus acts, oral copulation or forcible acts of sexualy enetratiuti? 10.3 Sexual battery? 10.4 Aiding, abetting or soliciting the rape, rape of a spouse, or forcible acts of _ sexual penetration? 0.5 Enticement of an unmarr ed m nor female for purposes of prostitntion I 10,6 Aiding and abetting the enticement of an unmarried minor female for purpases of proskitution"? 10.7 inducing sexual intercourse with another when the other's consent is procured by false pretenses with the intent to create fear? rrocurement of a coos under 16yaars of age for 3ewd or lasciv i Abduction (taking away) of a person under age 18 for purposes rostitutian? 10.12 Aggravated sexual assault of a child'? 10.13 incest? 10.14 5odomy`7 10.15 Lewd or 7aseivinac d,n tv:/l our onucar or use of a 1022A A.,crti it Child porno; 10.23 Possession of child Dorn or violence, sodomy by force or violence, or oral or . n: al to a minor with. tt 11, Have you ever been convicted of armed rohbery? 12. Have YDu ever been s^ a rr :.; r_a r� 13. Have you ever been convicted of assault or attempte 14varj -vor hc.a ;mprisotmten 1$. Have von ever been rnnvirtnrt of nn m ir') ( 17. Have you ever been convicted of murder? __— -- kfi. Hn .w bcenvonvictedofmayhem? 19. Have you ever been convicted of a crime that requires you to register as a sex n the State of Cahfornta? CERTIFICATION OF APPLICANT http:h'www,localgoviaw.comY5l64forin,htryi Page 2 of 3 itiit2003 JENKINS & H061N, LLP Page 3 of 3 I hereby certify that all responses herein are true and correct, and I understand and agree Haat any misstatement or omission of material fact may cause forfeiture on my part of all rights to employment by this adv. Date _._ _..._.. Signature. hnp:Uwww.localgovlaw.coml5164form.htm 1812003 PILL LOCKYER Attorney General Ron and Yolanda Bernascom 3019 Oak Knoll Way Lodi, CA 95242 RE: Penal Code Section 11105.3 Dear Mr. and Mrs. Bernaseoni: ,State of California DEPARTMENT OF JUSTICE r October 1-2. 2003 1300 I ,S'rR P SACRAMENTO, Public: (916) 445-9555 Teleplione:(915) 324-5284 Facsitnilc: (915) 322-2630 Senator Ortiz's office forwarded to me your e-mail letter dated October 14, 2003 and your follow-up e-mail dated October 21, 2003. Last year, the Department of Justice sponsored Senate Hill 900, which we asked Senator Ortiz to author. As explained in the Legislature's findings and declarations, the bill was "necessary to address through consolidations the problem of numerous overlapping statutory criteria for the dissemination of state summary criminal history information for the purposes of protecting California's citizenry." The Legislature further found and declared that the then - existing "complexity of the statutory criteria provid[ed] a disservice both to applicants and to the most vulnerable members of society because the complexity could lead to mistakes, omissions, and delays in the processing of state summary criminal history information for employment, licensing, and certification purposes." The purpose of the bill, which amended sections in the Penal Code, was to consolidate the statutory criteria for state summary criminal history information dissemination, i.e., the information that the Department of Justice is authorized to release to applicant agencies. It has been brought to our attention that the bill may have unintentionally altered the disqualification provisions of Public Resources Code section 5164, which are incorporated by reference to another statute. Whether or not this is a correct conclusion, we have decided the best and most efficient means of clarifying the matter is through new legislation. Accordingly, now that this issue has been brought to our attention, we have drafted language for a bili to resolve any latent ambiguity that SB 900 may have been created regarding Public Resources Code section 5164. Senator Ortiz has agreed to author the bill, which will be introduced when the Legislature reconvenes. Ron and Yolanda Bernascom October 22, 2003 Page 2 Implementation of section 5164, as it currently exists, is a matter for the cities and counties, time are not aware of any draft resolutions or guidelines for them to employ in applying the law, but the City Attorneys and County Counsels could certainly provide that guidance. You asked what the penalty was, under the prior law, for failing to comply with the hiring prohibition. Because this is not an area within the purview of the Department of Justice, this question would best be directed to a City Attorney, County Counsel, or a private attorney, Sincerely, c JANET GAARD Special Assistant Attorney General Director, Legislative Affairs For BILL LIOCKYER Attorney General cc: Honorable Deborah Ortiz Honorable Mike Machado RESOU"TON No93-17 A RESOLUTION OF THE LOM CITY COUNCIL APPROVING IN AN ADDENDUM TO AN AG"RMENT UTWREN TH9 BOOSTERS OF BOYS AND GIRLS SPORTS (BOBS) AND THE CITY OF Y DI WHICH CLARIVIES THE RELATIONSHIP E 8TW'REN PART-TIME SCABS Ei T,OYE'rKTHE CITY OF LODI RESOLV D, that the Loci City Council hereby approver. an addendum to the FebrUary 4, 1987 agreement between the Boosters of Boys and Girls Sparta and the City of Lodi on file In the Office of the City Clerk, which addendum clarifies the relationship of part-time BOBS employees and the City of Lodi., , and FMTMR R SOLV D, the City Manager and City Clerk are hereby authorized to execute the addendum to agreement on behalf of the City. Dated-. January 20, 1993 I hereby certify that Resolution NCS. 93-17 w .G pissed and adopted by the Codi City Council in a reqular meeting held January 20, 1993 by the following :rote Ayes,, Council Members _ Mann, Sie lock, Snider, Pennine {i yor) Noes.- Council Members - Davenport Absent: Council Members - None � 1 1 M -vi t, r rr a City Clerk 93-1'i ADD9NDVM TO AGR99MNT (130OSnPS OF BOYS AND GIRLS SPORTS (BOBS) AM CITY OF LODI) THIS ADDENDUM, entered into this 20th cad` ofJLan�ar ___, 199-J, by and between the BOOSTERS OF BOYS AND GIRLS SPORTS (BOB$) and the CITY OF i.ODI, a municipal corporation ("City�) shall be as follows,, WHEREAS, on Vebruary 4, 1987, the parties hereto entered into an agreement for the purpose at areating and defining a relationship under which the paxties would cooperate on certain Parks and Recreation programs; and WHEREAS, under the aforementioned agreement, BOBS has the right to operate food and beverage concessions at certain City facilities; and WHERgAS, it now appears neceSsary and desirably; to clearly delineate the status of and p-rocedures for the hiring, dismissal and supervision of employees opevating such concessions, NOW THEREFORE W I T N R S S, 9 T H - That agreement entered into on February 4, 198-1 between the parties hereto is amended by adding the following provinions- 1, All employees hired to staff the concessions at those City �acilities when BOBS operates such COnCessiong shall be deamod V.rt.-time employees of the City of Lodi. This shall not include BOBS -volunteer coordinatoxs. 2Such employees shall have the same rights and privileges, and shall be subject to the same P-ro-visions az Other City enployees in matters of hiring, dismissal and promotion. _1„ 3. City shall "'Ue all Payroll checks fOr suchmatt-dans employees and shall thereafter be reimbursed by BOBS for thefiall amount of oajarjeg and benefits paid, Plus five percent f5t) of gross salary as aj� administrative fee. Such reimbursement shall be due and payable upon invoice. 4. All other terms and conditions of the agreement dated February 4, 1,98-7 Shall remain in full force and effect. IT IS 80 AGREED, CITY OF Lorn, a municipal corporation THOMAS A. PETMON City Manager City C1 Approved As To Form: iOE3 City Attorney AGCSC .2/TXTA. 01V BOOSTERS OF BOYS AND GIPLS SPORTS (BOBS) By_ Pr sitea AGREEMENT THIS AGREEMENT entered into thiS 4th day of 1987, by and betwann CITY OF LODI, a Muni pa Corporation, hereinafter called "CITY", and OOOSTERS OF BOYS/GIRLS SPORTS, hereinafter called "BOSS"; It is the purpose and intent of this Agreement to reduce to writing the working relationship that has in the past and will continue in the future to exist' between CIW'' and BOBS in the conduct Q the coeration of the Lodi. Recreatica & Parks recreation progrAm for the use and citizais of the City OE Lodi. CITY acknowledges and understands that BOBS is a acn-PrWit corporation compo;ed of volunteer citizens residing in ths LOM area- CITY further acknowledges tip it is awarn of the purposes set forth in Article 1, Section 3, of the Cyt -Laws of BOBS which purposes read, so far as pertinent Ars, as follows: Xeyve in an advisory and coordinating capacity to the Lodi Recreation and Parks Department in all matters pertaining to joint program sponsorship, general program policies, and rules and regulations. 8, To sews in mutual cooperation with the Lcii Ryareation and Parks Deparnment in promoting and en; ouraying pa:ticipatinq in competitive athletics by youths from ages 6 through 18. C. To inaren8n inter est and support in com- patimive athletics by involvin; a great numbor of adults dirsctI7 or indiroctly as voluntsors in athlemicz at all levels and various program, areas. FTo assist the Lodi Zecrention and Parks Dawartmnnt in financing vayicuz programs f= Vouth by participating in fund-raising actiwities, G. To bring to youth a deeper realization of tHe imparzance of sportsmanship and fellowship throuqh participaticn in athletics WDS agrees to provide its mcmbers to CITY ioc the conduct W its various athletic programs throuqhau:� .she year. All W said nsrsens shall be cansidexsd valuntewrS an& shnil receive no ccMpensizion as such noy -1- shall BOBS be entitled to any compensation for the serviws to be performed by its members on behalf of CITY, It in acknowledged and aqrW that the Director of CITY'S Park & Recreation Department shall ba thia authorized person to assign and direct the members of 3CBS in their participation of the sports and recreation program W CITY. CITY agrees than while any of the me.mWers of BOBS are participating in the 8ports and recreation program of CITY pursuant to this Agreement, that msmbsr shall be indomnifind 8n6 held harmless frcm any saio, claim or liability that may or might be Eilad against that member Similar to the co7erage prcvided to any other 7oluntser or employee of CITE CITY agrees to hold BOBS, it officers and direc- tors free from any suit, action or ciaLm for damage, up to a maximum of S250,00VOO, that may or milht be filed by reason of injury to participants in CITY'S sports aK rscreation prcgrams, which proqrsm may at that particular time be under the direction or 5upervision of a membar o_ BOBS. CITY does hereby grant to BOBS the unclusive right to operate the focd and beverage concession at Salas Park, Kofu Park and at such other public places as may be per- mitted by the Director of CITY'S Parks and Recreation Department, BOSS does hereby agree that the nst prcceeds received Elam the sale of food, bovar8ge and merchandise as said concyssicn stands shall be used by when in carryinq an ths CITY's recreational programs and shall make the funds available for disbursement upon the mutual agroement. of SOBS and the Director of CITY'S Parks and Recreation Department. BOSS agries to maintain in full force durine the time that they are crier tiny said food concession stands, a liability insurance policy in the minimum sun of S300,000,50 which shall nams the City of Lcdi as an addi- tional UsureS ani under which policy the inswrar agrees to indemnify aQ hold the BOES and City of LcK harmI.RNs From and against all costs, snponses an6 liability arlsLnq out K or ba8ed uprn any damages c? al'-'( by any parson purchasinq food from said conocssica stanisIn addition to the additional named insured endorsement on DOLS' PKiCY of insurance, said insurance policy shall be endorsed to include the followinq language. - duplicate or certificate of said insurance policy containing the above -stated required endorsements shall be delivered to the City Attorney alter the issuance of said pplicy, with satisfactory evidence that the carrier is raqUired to give the City epi Lodi at least 30 bay; prior notice of the cancellaticn or reduc- tion in cov4ragn of the policy durinq the effec- tive period of this Agreement. if there has been no such delivery Athin 48 hours prior to the expiration datq V the policy, this Agreement shall be null and void, CITY agrees that BOBS may cenduct their business and have as its principal place of business such Mice facilities as may be furnished by CITY, fres of charge to Bois. This Agresment may be terminated by either party upon the giving of a written 30 day, notice to the other party. IN WITNESS WHEREOF, the parties hereto have set their hands as of the day and year first hereinabove written. ATTEST. - City Clerk Approved CL ci�; Mton�y CITY OF LODI Hareinabove called "CITY'' BOOSTERS OF BOYS AND GIRLS SPORTS 3L _K_ Hereinabove called "BOBS'' Parks and Recreation Department communityCreating -programs October 22, 2003 Mr. and Mrs. Ron Sernasconi 3019 Oak Knoll Way Lodi, California 95242 Subject'. t to inspect and Coy Public Records Pursuant to the Calitomia Public Records pct 1, Item 1, To the extent that you request a receipt of your check, a copy of your Check No. 1639 in the amount of $25.00 received by M& ,Jessie Penick on February 10, 2003, at 12-115 p.m, is enclosed. As stated in the BOBS By-laws, copies of BOBS Membership Records are available to members only, and if the information is used for a purpose reasonably related to the person's interest as a member. To my knowledge, you are not a member of the BOBS. 2. ftm 2: There is no documentation or evidence of communication between BOBS advisor, Tom Alexander, and any member of the BOBS Executive Committee or Membership Committee relative to the pending Bernasconi membership application. 3. Item 3, No such document exists. 4. Itorn 4: This request is a redundant one and was addressed in item 1 above. Your check and completed application is enclosed as requested. Also inciuded is a copy of a letter frorn BOBS Membership Chairman, Joe Ortiz, in which you were invited to a board parcel interview on October 14, 2003, at 6:30 p,m. The purpose of the interview was to screen acceptable membership applicants as allowed for in the Bylaws. According to Mr. Ortiz, you did not respond to the letter near did you attend the scheduled interview. 5, Item 5: Documents evidencing interviews with prospective BOBS members do not exist. A copy of BOBS Executive Berard Meeting "minutes" dated May 14, 2003, reflects the appointment of Joe Ortiz to the Membership Committee as Membership Coordinator. . Item 6= Request rust be submitted to the City Attorney's office or the City of Lodi Human Resources Department. 7. Item : Request must be submitted to the City Attorney's office or the City of Loi Human Resources Department. 6 , ..!'. -''k (2091333-6742 OCTOBER 22, 2003 Page 2 Item 8: Recommendations regarding Blaine DeJong do not exist- Your request must be forwarded to the City Attorney's office or the City of Lodi Human Resources Department, 9, Item 9: 1 have produced the letter from BOBS regarding the results of the meeting, Due eregeft, as provided for in the By laws, allows for an appeal, The results of the appeal have also been produced for your records, No other documents exist in the City's possession or control. The information and documents provided in this packet should satisfy your request. If you have any questions regarding this matter, please don't hesitate to call me. Sincerely, Torry C, Goehring Parks and Recreation Director TCG:ti Enclosures cc: Dixon Flynn Randy Hays Joanne Narloch Thesday, October 14, 2003 Joe Ortiz, BOBS Chairman Ad Hoc Committee Tony Goelring, Director of Lodi's Parks and Recreation Department 125 N. Stockton Street Lodi, California 95240 SUBJECT: Dear Genflemen� We are in receipt of the undated letter from. the BOBS' Chairs n= of a newly formed ad hoc corm-nittee to review membership applications to the BOBS, which was postmoirked September 26, 2003- This letter refers m our "recent inquiry" however out application was submitted to a City employee (Ms. Jessie Penick) 246 days ago on February 10, 2003 as evidenced by fire -attached letter to Roger Baltz dated April 15, 2003, Clearly, the BOBS are still having difficulty honestly and accurately (4mracterizing the manner iin which. they ackninistes Lodi Youth Sports programs on behalf of the City. Moreover, we believe such interviews have avet betm required to simply become an active ramber of the BOBS by makitig the minitnum required donation. Therefore, wr are makag a Public Records Request to public records in the custody or cora trol of our City's Government and/or those to which the City has delegated the authority to admin sten Lodi Youth Sports Programs for thif purpose of inspection and copying pursuant~ to the California PubUc Records Act (Goverrmnent Code Section 6250 et seq,). The info tion that we wish to copy and inspect is as follows, 1. Any doc=ents that evidence or relate to the teceipt of our check by tyls, Jessie Pexii& on February 10, 2003 including but not limited to any and all merabership doctunents, which are heid in the Lodi Parks grid Recrc.,ation Buildingat 125 N. Stockton Street, for the List three years, Z Any documents that evidence any communication between the BOBS Advisor, Tom Alexander, and any mewber of the BOBS Executive Conunittee or the BOBS Ad Hoc Committee regarding OUT menibership apph"tion to the BOBS by any City employee or BOBS since February 10, 2003. 3, Any documents that evidence or relate to the former or current Parks and Recrea on. Directors regArding the status of our application since it was submitted on February 10, 2003, 4. Any documents that eviderice, or relate to the custody and control of our check munber 1639, which accotrippanied oiLr me;nhers hip application and was tendered to a City Employee on February 6, 2001 At this point, we also request the return of our check to establish whedaer of not it has been discarded or destroyed. 5. Any docuxnents that evidence or relate to any documents that evidence any interviews of those who have apja� led to become BOBS membets including but not limited to the Rotation of any ad hoc committees to screed potential mainberi of the BOBS by making -a donation -within the hist three years. 6, Any documents that evidence or relate to the di.sclosure or discover y by any City employe(� or vohmteerof A cnilninoj conviction(s) that disqualify -a volunteer froin supervisory or disciplinary authority over any iTAnor dud the last {tsar years - 7, Any documents that evidence or relate to the &Aurc of any O. .S. BoardMember, City ii-xaploy ee or volunteer to comply with directives to cease coaching in response to the Department of justice Fingerpraint and Back rotted Check required by the Public Resources Code 5 5164 since the Depattment of Justice audit in itch of 20101, J Any documents that Evidence or relate to any fitiding conclusions or any recd mmendations by any City TiAnployee or the Recreatioti Commissioner regarding the propriety of Mr Dejong's past present or future supemsory or disciplimiq authority over any minor on public schools, parks mid recreational facilities, Request to Copy and Inspect Public Records Pursuant to California Pu lite Records Act Tuesday, October 14, 200 Page 2 of 2 Any documents that evidence or relate to the closcd meeting regarding Michael 13c:nrascont's request i'or r lesse that was held in the Lodi Parks and Recreation Idinat 125 N. Stockton Street on May 22, 2002. 10. Any documents that evidence or relate to the me t Parks and R=eafionDirector's efforts to investigate the E of false mutes by a. City employee(s) since out me-tlzxgwith the Parks and Recreation Director on August 22, 2003. 11. Any documents that evidence or relate to the cut?vent Parks and Recreation Director's effort's to interview farm. -r BOBS Board rnerrabers, Tony A egre, Tina Greexamyet and Joe ariani to establish wbetex or t~,ot the current .'BOBS President acted with malice towards those who participated in Lodi Youth Sports since our metes with thje rrrnt Parks and Recreation Director on August 22, 2003. 1.2. Any doctunmts that evidence or relate to any efforts by the current Parrs and R-ecteation l irertot to establish What individual employed by the City of Lodi asked the BOBS Directors to find a. new location for the storage of their records since out Meeting with the current Parks =d Recreation Directof on August 22, 2003. 13. Any documents that evidence or relate to any efforts by the current Parks and Recreation Director to establish whether or not City employees engaged in secret meetings which -violated the Brown Act and the BOBS by laws since our meeting, with the current Parks and Recreation Directeur on August 22, 2003. 14, Any docents that evidence or rite to any efforts by the gent Par", and Recreatioft Directot to esstabhsh whether or tint Tom Alexander advised die BOBS ward that BOBS Counsel had a conflict of interest because Max Steinheimer represented Blaine Dejong as an individual sine our meeting with the current Parka uid Recreation Ditettot on August 22, 2003. 15. Any docuinents that evidence- or relate to or mention Ron, Yohwda or Memel Bt,rnascoa3i, which have been pi°orided to my current or former Parks and Recreation Director or are in. the custody, control or stored at the Parks and Recreation. building 125 N. Stockton Street. `] lain request describes i enterable public records. We believe that there should be i7o documents in your custody, which are exempt from disclosure by an express provision of law. Pursuant to Government Code Section 6257, we ask that you make these public records promptly available for inspectiata and copying. If any of the infor tion we have requested .is exempt from disclosure by an express provision of law, Goverwment :ride Section 6257 requires segrregwdon of that rcaterW in orcin that the remaindet of the inforrna6on cnn be. inspected as filed axed copied, If yoa, determine dint an Iaw exempts any of the materials we have requested froom disclosure, Government Code Sermon 6256 requires notificatiors of the reasons for the determination not later thin 10 days from your receipt of this request. Government Code Section 6256.2 prohibits the use of the 10 -day peri4 at any pr,3sion of the Publish Records Act "to delay access for the Pose of inspecting public records,, Thank you for your timely attention to this request. Sincerely, w & Yolanda.r asconi Stec is Organization Parts & Recreation Depaflrnent' 125 N_ Stockton Street ,I Lodi, 'California 95240 Y c lephone 1,20Y 3:33-674,- wow CV6 4 J coostem of oys/Girls "SPorts Orga niza tion 5 h25 North Biock!a11 "i rwei Lodi. GaNcilnW 95i40. Lodi Parks & Recreation Department t 125 N,Stock-ton Street Lodi, CA 95242 . Ronald Bernascora Mrs. Yolanda Berrrasconi, Ikon and y03 arida erDasconi 3019 oak Knoll play Lodi, Ca, 95242 Thank -you for your recent inquiry into becor�g kin active member of the Lodi BOBS Board, As chafinm of the ad hoc committee for BOBS, 1 have reviewed your appllcatloa and have scheduled a beard panel interview for October 141h at 6,30pm at the Lodi Parks and recreation Office. This wiff be an informal interview to screen acceptable applicants° Please call . ie at 663-9582 or 333-8261 to discuss if this date/ tirne is convenient for you both, Dace again, thank you for your interest, and 1 look tbrivard to our meeting. Sincerely, W Joe Ortiz 13OBS Chairtmn Ad Hoc Corupitt e RONALD M. BERNASCON1 YOLANDA BERNASCOM1639 3019 OAK KNOLL. WAY 2330427€06 LOM, CA 95242 PAY 'ro TJJE ORDFI; car I (lFick Ago 121 10 103?1" 16 39- 2330L� d+9 April 151.2003 Mr. Roger Maltz Parks and Recreations Director City of Lodi 125 N. Stockton Street Lodi, CA 95240 RE: BOBS' Member Applications Attached is a copy of my BOBS' Member application and check, which I turned into the Parks and Recreation office on February i Os. Jessie° Penick in your offlice received this and provided me with a copy, date and time stamped at my request. As of yesterday, y Bank advised this check has not been cashed. Please establish what happened to my applications and check after Ms. Penick accepted it. I aan asking for your assistance in investigating the stags since my check has not been cashed and we had heard our application for -membership would be denied. If the BOBS' organization has chosen to deity my application, please establish why and provide ase with the reason in writing. Thank. you for your attention to $has molter. Sincerely, 7ol�scon 3019 flak Knoll Way Lodi, CA 95242 Copy: Micki Shultz, BOBS' Treasurer January 8. 200 Ladies and Gentlemen ofthe Board: In the last election, this beard pct its stamp of approval on behavior that it would not tolerate ftom a coach, This would not have happened if the tt th mere made available to everyone. But, an atmosphere of halftruths & secrecy still prevails, I cannot in good conscience continue to serve under someone who has exhibited such poor judgment, lack of control, and outright malice, To do so would imply that. I too Cando e Stich behavior. Therefore, 1 regret that 1 must submit tny resignation, I pray that the board will be able to reclaim its dignity and respect and o e again turn its attention to the needs of our children. Respectfully, L TIM GREENMYER .. .. ........ .. . .. ....... January 8. 2001 Fellow Board Members: Joining the Board of Directors for the Booster of Boys and Girls Sports was an honor. When I joined, the views and direction of the board was moving and progressiy%g in ways that were, what I had personally envisioned, to be beneficial to the kids of I ,odli. I believed that all kids would have an equal opportunity to play and learp, fom competition and teamwork and become more well rounded for their venture into adult life. Our children are the future here. We as the Board are supposed, to be th� lookout, or the Big Brother, to shelter the kids from problems that rise from the Cly and State financial woes so that the little money desipateJ for these programs, doesn't go taken away and programs cancelled. We have volunteered thousands of hours as Board members to keep this goal and idea alive, to alwgys benefit the kids, and to keep the character of the B.0,B,S, organization in the utmost respect. In the last year and a half, I have noticed a serious change in the attitude and the lack of resp et for the program rules. These rules were set forth by the founding group in 1960, These rules have always been the foundation for the orgardzation ofthe B, 0. B � S, The founding group could in no way imagine the organization's growth and financlial status that now is recognized statewide by many Parks and Recreations, and citie's. A 25 member Board of Directors working Arith a budget of $350,000($100,000 of which is ftorn fundraising) and overseeing volunteer staff including coadhes With numbers reaching 500 and over 4,000 chfldren yearly through our prograrns is no longer in comparison to a small town group helping to re -skin and old school diamond for a game. It has evolved into a non-profit organization whose budgets and operations liken to a corporation with investors, (Investors being the Parents), We now fall under strict governing rules of a Non-profit Public Benefit Corporation and are always under the microscope of those who we are, trying to help. We should be even more inclined to follow procedures and business ethic-, to insure that the public can rely on the good moral judgment of the Board to keep the organization ire check. I feel the Board's direction has veered from the track, which is to keep the name and integrity of the Booster of Boys and Girls sports clean and out of turmoil. This reckless abandonment of not being able to keep personal ambitions out of the decision making process to enhance the betterment of the kids and organization has left rise no choice but to resign from the Board of Directors e5ective 01/0 /03 due to irreconcilable differences regarding the direction and integrity of the BOBS organization, Regretfully, RESTATED BYLAWS OF BO S ERS OF BOYS/GIRLS SPORTS California Nonprofit Public Benefit Corporation tion . NAME The name of this corporation is BOOSTERS CJS° 'BOYS/GIRLS SPORTS .O.B.S.) 11. PRINCIPAL OFFICE A. Principal Office. The principal office for the transaction of the activities, affairs and business of the corporation (hereinafter "principal office") is located at 125 North Stockton. Street., Lodi, San Joaquin County, California, The Board of Directors (hereinafter "Board") may change the principal office. any c%ange of location of the principal office shall be noted by the Secretary on these Bylaws opposite this section or this section inay be amended to state the new location. B. Other Offices. The Board may, at any time, establish branch or. subordinate offices at any puce or daces where the corporation is qualified to conduct its activities 1IL PURPOSE AND LIMITATIONS A. General Purposes. This corporation is a nonprofit public bene it corporation organized under the Nonprofit Public Benefit Corporation Law, The general purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under such law, Specific Purposes. I. To serve as an advisor to and coordinate with the Lodi Warks and Recreation Department in.all utters pertaining to joint program sponsorship, general program policies, and ruts and regulations, 2. To serve in mutual cooperation with the Lodi Parks and Recreation Department in promoting and encouraging participation in competitive athletics by youths from ales 6 through 18. .. To increase interest and support in competitive athletics by involving a great number of adults, directly or indirectly, as volunteers in athletics at all levels and various prograin areas. Rnised F�j t 7/99