HomeMy WebLinkAbout2001-10-22 City CouncilTO:
FROM:
City of Palo Alto
City Manager’s Report
HONORABLE CITY COUNCIL 2
CITY MANAGER DEPARTMENT:ADMINISTRATIVE
SERVICES
DATE:
SUBJECT:
OCTOBER 22, 2001 CMR:361:01
RESOLUTION DESIGNATING MIDPENINSULA COMMUNITY
MEDIA CENTER, INC. AS THE COMMUNITY ACCESS
ORGANIZATION SERVING THE JOINT POWERS
RECOMMENDATION
Staff recommends that the City Council approve a resolution designating Midpeninsula
Community Media Center, Inc. as the Community Access Organization (CAO) serving
Palo Alto, Menlo Park, East Palo Alto, Atherton and portions of San Mateo and Santa
Clara counties.
BACKGROUND
In 1983, a Joint Powers Agreement (JPA) was entered into by Palo Alto, Menlo Park,
East Palo Alto, Atherton and portions of San Mateo and Santa Clara counties for the
purposes of obtaining cable television service for residents, businesses, and institutions
within these jurisdictions. The JPA gives Palo Alto the sole authority to grant and
administer a cable television franchise on behalf of the JPA member communities.
In 1986, a cable television franchise agreement was executed with Cable Co-op.
Subsequently, the City Council designated MPAC as the CAO to bring community media
services to the JPA service area. Since that time, MPAC has served as the CAO for the
JPA.
In 1999, the Cable Co-op Board of Directors and subscribers approved the sale of the
Cable Co-op system to AT&T. Concurrent with, and as a condition of the sale, AT&T
made a charitable donation of $17 million to Silicon Valley Community Communications
(SVCC), a public benefit corporation established by Cable Co-op. On July 24, 2000, the
City Council approved a transfer of the cable system from Cable Co-op to AT&T and a
new franchise agreement with AT&T. The Council also approved an agreement with
SVCC for the provision of facilities and equipment for MPAC. The agreement with
SVCC required it to form a new board of directors composed of three individuals
designated by SVCC, and six designated by the City (three representing the JPA and
CMR: 361:01 Page 1 of 3
three representing MPAC). The new SVCC board of directors, including Council
Members Beecham, Burch, and Kleinberg, was established in September 2000 in
accordance with this agreement.
DISCUSSION
Since its establishment, the new SVCC board of directors has focused its efforts 0n
completing a merger with MPAC to continue to provide programming and other media
access services that will enrich and inform the community. The SVCC board has worked
closely with MPAC to adopt a shared vision that embraces the community media work
and productions of MPAC as well as the local origination productions of Cable Co-op. It
has initiated plans for a new facility, a community media center that will better serve the
needs of the JPA.
On August 20, 2001, the board of directors of MPAC and SVCC gave its final approval
to a merger of the two organizations. Under the merger, MPAC will be the surviving
organization, will be renamed Midpeninsula Community Media Center, Inc., and will
assume the obligations of SVCC which includes the provision of facilities and equipment
for MPAC. MPAC’s amended bylaws are included in Attachment A. The new bylaws
will become effective on the merger date. Among other items, the new bylaws include
changes regarding the selection of board members. MPAC currently has a 13-member
board with one member being appointed by Menlo Park, East Palo Alto, Atherton, Santa
Clara County and. San Mateo County and two members appointed by Palo Alto; the
remaining six members are chosen by the seven appointees. The board of the new
organization has a similar structure. After a transition period, the new board will have up
to 15-members with six positions being reserved for individuals nominated by the six
separate JPA jurisdictions, one for each jurisdiction; the remaining members will be
elected representatives of the JPA jurisdictions.
Staff believes that Midpeninsula Community Media Center, Inc. has the ability to meet
the existing and future public, education and government (PEG) access needs of the JPA
communities. Accordingly, staff recommends that the Council approve a resolution
(Attachment B) designating Midpeninsula Community Media Center, Inc. as the CAO
serving the JPA. In addition, staff has concluded that MCMC has satisfied the legal and
regulatory conditions necessary to effect the merger.
The-City’s existing agreement with MPAC expires December 31, 2001. Staff plans to
bring forward an agreement with Midpeninsula Community Media Center, Inc. for
Council consideration in late 2001. The new agreement will substantially augment the
terms of the current agreement with MPAC. It is anticipated that the agreement with
Midpeninsula Community Media Center, Inc. will have an expanded scope of services to
include: 1) facility and equipment requirements that currently exist in the City/SVCC
agreement; 2) increased responsibilities related to government and educational
programming; 3) JPA involvement in the development of annual plans and budgets; 4)
programming of City of Palo Alto special events, programs, and activities; and 5)
CMR: 361:01 Page 2 of 3
incorporation of certain provisions of the AT&T franchise agreement. When staff brings
forward the new agreement with Midpeninsula Community Media Center, Inc. for
Council consideration, staff will propose the termination of the existing facility and
equipment agreement.
RESOURCE IMPACT
Midpeninsula Corn: ... tnity Media Center, Inc. will be responsible for overseeing AT&T’s
charitable donation oi $17 million, resources provided by AT&T in accordance with the
franchise agreement, and any funds provided directly by JPA cities. A portion of these
funds will be used to construct and maintain a new Community Media Center that will
serve the JPA. Midpeninsula Community Media Center, Inc. plans to work with the JPA
to ensure these funds meet the existing and future public, education and government
(PEG) access needs of the communities.
POLICY IMPLICATIONS
This request is consistent with the City’s Cable Television System Ordinance (PAMC
Section 2.10.030) regarding the designation of an entity to manage PEG access channels,
facilities and equipment.
ENVIRONMENTAL REVIEW
This is not a project under the California Environmental Quality Act.
ATTACHMENTS
Attachment A: Bylaws
Attachment B: Resolution
PREPARED BY:
David Ramberg
IT Manager, External Services
DEPARTMENTAL HEAD APPROVAL: @_,~ _
CITY MANAGER APPROVAL:
CARL YEFS
Directo/
HARRISON
Assistant City Manager
CMR: 36t:01 Page 3 of 3
ATTACHMENT A.
AMENDED AND. RESTATED BYLAWS
OF
MIDPENINSULA COM~M’GNITY M~EDIA CENTER, INC.
o ’ RoFrr PUBLIC CORPOI T ON)
These Am~ded and Restated Bylaws (the "Bylaws") amend, restate and supersede in their
¢n~cty the Bylaws of Mid-Peninsula Access Corporation dated January 5, 1990.
ARTICLE I
NAME
Section 1, Name of Corporation. Tim name of this Corporation is Midpcnin~s
Community Media Crnter, Inc..
ARTICLE
Section 2. Principal Office. The principal offic. of ~he Corporation for th~
Wansa~ionof its business shalI be Iooate, d within either San Mateo County or Santa Cisra
County, California. Subject to the preceding sentence, the principal offic¢ of the Corporation
shall be locateci at such a place as the Board of Directors of the Corporation may from time ~o
time aathoriz¢.
Section 3. Other Offices. The Coqaoration may also have branch or subordina~
offices at such other plac¢s, within or without the State of California, where it is qualified to do
business, as its business may require and as the Board of Directors may. from time to tim~,
authorize.
PURPOSt Ah~ O~J~c-rpcgs
Section 4, Specific Purpose. The speci.fiC purpos¢ for which this Coq~oration isorganized- is to establish, promote, maintain and support one or more community media centers
serving primarily the communiti¢s of the midperdnsula region of the San Francisco Bay Ar~ of
the State of California, including the service area compris~xt initially of the Town of Atherton,
the Citie$ of F.~t Pale Alto, Menlo P~rk and Pale Alto and various unincorporated areas of San
Mateo and Saaw CIara Counti¢s (the "Midp~nsula S¢rvice Area") as d¢scribed in that Cable
Tdevision l~ranchis= Agr=¢m¢nt ffective as of July 24, 2000 ~ the City of Pale Alto on
behalf of the Joint Pow¢rs and TCI Cablevision of California, Inc. (as the sam= may from fira¢ m
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time b~ amended, modified, renewed, extended or replace.d, the "Franchise Agre.em.~") and
such other purposes as m~y be related or incidental to this purposes, which may include, without
(a) establishing, ~omoting and facilitating open, non-discriminatory
community access, including through administe~ and managing available access channels,
the 0able t¢lovision system(s) s~rving the Midpeninsttla Sereice Area, including und~ the
franchise gtan~ pursuant ~0 the Franchise Agreement;
(b) p~forming the functions of’the Community Aocess Organization ("CAO’)
specifi~l in the Franchise Agreement;
() developing, producing and distributing local community-based media
ptogranu~ing for general dissemi.aation, inclucLing over the cable television system(s) setting ~h¢
Midpcainsula Service Area, radio, the hternot and other media;
(d) admhlisted~g and managing the dedicated fiber cable network (carrying
voi¢, data and video) for non-commercial us~ by local governments, publi~ agencies and
schools (the "I.nstitutional Network") made avm’lable for noncommercial uses within the
Midl~ninsula Service Area pursuant to the Franchise Agreement;
(e) establishing, promoting and facilitating public forums enabling and
enhancing community communication and expression;
(0 collaborating with public and private orgardzations to produce anddisseminate community communications;
. (g) providing accessib!¢ and affordable training and education for communitymembors in the deveIopment and production of media programming and other public sorvices for
general dissemination, including distribution over available access channels of the cable
television system(s) serving the Midpcninsula Service Argg and
(h) protecting the public interest in all aspects of community access, pursua~
to the Franchise Agreement, and providing for the enhancemem of" public service, charitable
and/or educational opportunities of the residents in the Midpcninsttla Service Area.
Section 5. General Purpose. The Corporation is organized exclusively for
charitable and educational purposes within the meaning of Section 501(0X3) of the htsmal
Revenue Code, as ended ( IRC ).. The Corporation shall not carry on any other a¢tiviti~ not
permitted to be carried on:
(a) by a corporation exempt from federal income tax under IRC Section
501(c)(3), as e.mend~d (or the corresponding provision of any future United Stated Internal
Revenv# Law); or,
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(b) by a corporation, contributions to wkich are deductible under IXC Se~ion
170(c)(2) (or the corresponding provision of any future United States Revenue Law).
In furtherance of and not in .limitation ~f the objectives and purposes s~ forth in th~ A.rticle UI
(inclusive of S~tions (4) and (5) hereof), the Corporation shall have the full power to do any
other acts,, matters and things necessary or convenient in order to accomplish such objectiv=s am:l
pm-pos~s as shall qualify as ~x~mpt und~ IRC S~~on 501(=X3), and W exc~is~ all of ~e
po~vcrs conf¢~r=d upon ~rpora~ions organiz~ under Sections 5000 e~ seq. of the California
Nonpro~ Corporation Law.
Section 6. Number and Representation. The authorized number of Directors
comprising the Board of Directors of the Corporation shall be (a) during the calendar years 2001
and 2002, not less than nine (9) and not more than ighteen (18), and ~) there, after, not less than
nine (9) and not rnor~ than ftReen-(15). The eT~tct number of’Directors shall be’set withinthese
limits from time to time by approval of the Board of Directors in accordance with the.~ Bylaws.
Effective as of and commencing upon the effective date ofthcs= Bylaws, the Board of Dircotors
of the Corporation shall b~ comprised of the p~rsons (the "Initial Directors") list~ on Schedule
A ("Schedule A") attached to and made a part of these Bylaws serving the t~rns s.~t forth on
SchrduI¢ Ao Thereafter, six (6) Dire’tot. positions, exclusive of the Initial Directors, shall be
rescrvod for nomination, one each, by each of the following g0veming bodies of’the jurisdictior, s
in the Midl~ninsula Service Area: the Town of Athertorg the City of’East Palo Alto, the City of
Menlo Park, the City of Palo Alto, the County of Santa Clara, and the County of san ~ m
accordance with Section 9 of the.s Bylaws shall be appointed to the Board of Directors of the
Corporation by the majority vote-of the then authorized number of members of the Board of
Directors, exclusive of (a) then existing vacanci¢~ on the Board of Directors and (b) in the
a ourrcnt Director with an exp’a’ing term being m-nominated, such curr~t Director. Director
positions not reserved for nomination .by the governing bodies of the jurisdictions of
Midpeninsuh Service Area, including the positions initially held by Initial Directors followingthe end of their respective terms as srt forth in Schedule A, shall be elected by the majority vote
of the then authorized number of members of the Board of Directors, exclusive of (a) then
existing vacancies on the Board of Directors and (b) in the event a cur~nt Diroctor with an
expiring t~rn is s~king r¢-¢l~-~ion, such curr~nt Director. In addition to the foregoing
authorized Directors-to be appointed or elected to the Board of Directors of the Corporation,
Board of Directors may from time to time appoint one or more p~rsons to be non-v0ting e.x-
o~cio m~bers of the Board of Directors ~h~ c,^,,~,,..,~^.. ,- .....
Directors may dee~ appropriate; j~ro~ided Tha~ ~:n e.x-off~io Directors shal! have none of the
powers, duties, rights or obligations pertaining to appointed or elected Directors under thcs~
Bylaws or appticable law. ¯
Sectiou 7, Powers. Subject to the applicable provisions and limitations of
California Nonprofit Corporation Law and other applicable laws, the activities and affairs of
Corporation shall be conducted and all corporate powers shall be exercised by or under the
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direction of the Board of Directors. The Board of-Directors may delegate th~ management of th~
activities of the Corporation to. any person or l~rsons, management company or commitI~,
however composed; provided that the activities and ~ of the Corporation shall be managed
and eli corporate powers shall be exercised under the ultimate direction of the Board of
Directors.
Section 8. Specific Powers. Without prejudie~ to the general powers set forth in
section 7 of these Bylaws,’ but subject to the same limitations, the Board of Direotors shall have
power to:
(a) appoint and remove, at the pleasure of the Board of Directors, nil the
Corporation’s offi~’rs, ageat~ and employees; prescribe powers and duties for them that arc
comi~at with law, with the Articles of Incorporation, and with these Bylaws; and ILx their
compensation and require from th~ seem-iV for faithful performance of their duties;
(b) change the principle office or tl~ principle business office in California
from one location.to another, and cause the.Corporation to be qualified to conduct its activities in
any other state, territory, dependency, or cotmtry and conduct its activities within or outside
CaFffomia; and
(e) borrow money and. incur indebtedness on behalf of ~he Corporation
eaus¢ to be exectaed and delivered for the Corporation’s purposes, in the corl~ra~
promissory notes, bonds, debentures, deeds of trust, mortgages, pledges~ hypothecations,
other ~-videra~ of debt and s~eurities.
Section 9. Procedures for Nomination, Appointment aud. Election. Tho~
Directors to be nominated by the governing bodies of the jttrisdictiom of the Midpcninsula
Service Area in accordance with Section 6 of these Byhws for appointment to the Board of
Directors of the Corporation shall be nominatxxl pursuant to procedures approved by the Bo~d of
Directors from time to time and in accordanc~ with applicable law. Prior to the expiration of the
term of any Director nominated by the governing body ofa jurisdiotion within the
Service Area, such governing body of the jurisdiction repr~eated by such Director whose cerms
is due to expire shall nominate its successor representative Director for appoinmacnt by the
Board of Directors in aeeordmaee with this Section 9. If the relevant governing body fails to
nominate .a new successor representative Director or re-nominate the current rvpr~sentativ¢
Direc’~or prior to expiration of the current r~presentativ¢ Directors term, or if the Board of
Directors fails to appoint the nominee of such governing body for any reason, the Board of
Directors may appoint the currem representative Director to continue service on the Board of
Directors until the relevant governing body nominates a new successor representative Director or
re-nominates the current representative Director. " "
Those Directors to be elected by the Board of Directors in accordance with Section 6 of
these Bylaws shall be nominated and elected subsequem to public notice being given ofint=t w
fill a vacancy on the Board. of Directors and subsequent to applications re~ived from applicanrz
eligible to be candidates for such Direc~r position and due consideration by the Board of
Directors of atl eligible applicants. Prior to the expiration or: the term of any elected carrot
Die, or, the Board of Directors, not including such current Director. if such current Director is
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seeking re-election, shall elect a successor Director; provided that the Board of" Directors, at its
option, may extend the voting, dam for a period of not raore than 90 days past the statzd
expiration of tile term of such current Director in order to recruit additional eligible applicams
for such Director’s position.
Se~tior, 10, Eligibility; Interested Persons. The following persons shal! In ineligibie
to b~ appointed or elected to serve as, or to continue to serve as, a Director:. (a) a pea’son who ~
.urrently an 6ffieer and ~,sployee of a cable mlevision franchisee serving the MJdpeniv.su~a
Servi~ Area and (b) a person (other than a person who is an Initial Director, such exclusion
applying only for the duration of the texm of such Initial Dikector set forth in Schedule A) who
currently holds agovemmentsl or other public ogce to which he has been popularly elected or
who has formally declm-ed himself as a candidate for election to any such office; provided that
such persons shall be eligible to serve as non-voting ex-officio members of, or on an advisory
committee of, the Board of Directors.
In addition, at no time shal! more than forty-nine percent (49%) of. the Directors of the
Corporation be "interested persons" as defined in Section 5227 of the California Nonprofit
Corporation Law. As of the effective date of those Bylaws, Section 5227 of the California
Nonprofit Corporation Law defines an "intm-ested person" as:
(a) any person currently being coml~nsated by the Corporation for services
rendered to it within the previous twelve (12) months, whether as a full-time or part-time
employee, incbpendent contractor or otherwise, excluding any reasonable compensation paid to a
director as a director;, or
(b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-
law, son-in-law, daughter.in-/aw, mother-in-law or father-in-law.of any such person,
No violation of this Section I0 shall, affect the validity or enforceability of any
transa~ion entered imo.by the Corporation.
Section 11, Tenn. The term of office of each of the Initial Directors shall be as
forth in Schedule A. TherezRer, Directors shall°be appointed or elected, as applicable, annually
to a term of offie~ of three (3) years (based on a calendar year) and shall hold office until their
respective sueces.sors have been elected or appointed, as applicable, and have qualified, or until
their resignation, removal or death, whichever, is earlier;, provided that such t~rns shall be
staggered such that one-third (or the closest approximation thexeof) of the then authorized
number of D~. shall be elected or appointed each year. From the effective date of these
Bylaws until such time as staggered terms as contemplated by these Bylaws have b~n
established, ~ Board of Directors may establish terms for Directors elected or appointed to the
Board of Directors of less then three (3) years for the purpose of establishing such steggered
terms. Any reduction in the number of Directors authorized in the Articles of Incorporation of
the Corporation or these Bylaws will not effect the removal of any Director priorto
expiration of such D~ector’s term of office. ’
Section 12. Vacancies of Directors. A vacancy on" the Board of Directors for any.
reason other than the expiration ofthe term of a Director shall be filled as provided for in these
67~91
Byhws by a substitute Director, which substitute Director so elevted or appointed shall complete
~ ~m of the vacant Director’s .position so filled.
Section 13. Resignation. Any director of the Corporation may resign ¢ffcc*iv¢ upon
giving written notic to the President, the Vic.President, the Seating, the Treasurer or ~
Board of Directors of the Corporation, ~nless the notice specifies a later time for ~e
effectiveness of such resignation. If the resignation specifies .effectiveness. a~ a furore time, a
successor may be appoin~d or elected pursuant to-these Bylaws to take oflSce on th¢ da~ the
resignation becomes effective. Notwithstanding the foregoing, excep~ upon notice to .the
ACga’n~y C-~aea’al of the Sta~ of California, no Dir~tor may resign if such resignation would
leave the Corporation without a duly elected Director in charge errs affairs.
Section 14. Removal.
(a) Removal of Director for Cause. The Board of Directors may deciar¢
vacant the offic¢ o£ a Director who has been declared of tmsound mind by a final order of oour~
or beta convi~d of a felony, or been found by a final order or judgment of any court to ~v¢
breached any duty under Section 5231 of the California Nonprofit Corporation Law.
(b) Removal of Director Without Caus~ Any and all Directors may be
removed from office without cause upon the .approval of a majority of all Directors then in
Section 15, Compensation of Directors~ Directors shall receive no compensation for
their sgrvices as Directors, but may receive payment or reimbursement for their expenses as may
be detezmined from time to time by the Board of Directors. Nothing in this Section 15 shall
preclud¢ any Director from "time to time from s~rving the Corporation.in any other ¢apavity and
re, ce, iving compe~asation for such other service, subject to Section 10 of these Bylaws concerning
interested persons, No obligation, otherwise valid, to pay such compensation shall be voidable
merely, because the person receiving the com~asation participated in ~he decision to !~y it,
urdcss it was not just and reasonable to the Corpora~on at the time it was authorized, ratified or
approvext ....
Section 16. -Annual Meetings. The Board of DL, cctors shall hold annual meetings.
The first annual m~ing shah be the first meeting of the Directors elected by the Initial
Directors. The second and subsequent annual meetings of the Board of Directors shall be held at
suchdate, time and place as the Board of Directors shall from time to time determine
Section 17, Regular Meetings, The Board of Directors shall hold regular meetings a~
least four times each year, at such date, time, and plat as the Board of Direvtors shaLl from time
to tiXg.@rmin¢. Regular meetings held pursuant to this S~-"tion 17 may be held without
Section 18. Special Meetings. Special meetings of the Board of Directors for any
pua~se may be called hy the President, the.Vice-President or the Secretary of the Corporation or
any two (2) Dh-~tors.
¯ Section 19. Participation by Telephone, ¯ Directors may participate in a Board of
Directors meeting through use of conference telephone or similar communications equipment, so
long as all difootors participating in such meeting Call hear one mother. S~.~h particip~on
consrh~s pres~ce in person at such m~zting.
Section 20. Notice of Meetings. Notice of the da~ time and place of all meetings of
the’Board of Dire.trots, unless pmvided otherwise in Sections 16 or 17 of these Bylaws, shall b~
ddivered txr~onally~ orallyor in writing, or by te.lcphone, l¢lcgraph, facsimile or electronic mail~
to each Director, at least forty-eight (48) hours before the m~ing, or.sent in writing to each
Director by first-tines mail, charges prepaid, atleast four (4) days before th~ meeting. Such
¯ notice may b¢ given by the Secre¢ary.of the Corporation or by the Igrson or persons who called
the mec¢ing. Such notice neexl not specify the purpose of the meeting. Notice of any raecting of
the Board of Directors need not be given to any director who signs a waivez of notice of such
meeting, or a consent.to holding the meeting or an approval of the minutes thcrrof, dthm- before
or ai~r the me~ing, or who atmnds the meeting without protesting prior thereto or a~ ;,is
commencement such Director’s lack of notice. All such waivers, consents and approvals shall he
filexl with the corporate records or made a part of the minutes of the meeting.
Section 21. Place of Meetings. ~gs of the Board of Directors may b¢ held at
any pIace within or without the state of C.alffomia which has been designamd in the noti~ ofth~
m~ting or. if not s*ated in the notice or there is no notice, designated by resolmion of the Boaxd
of Directors or, if not so designated or stated, at the principal office of the Corporation.
Se~ion 22. Action by Written Consent Without a Meeting. Any action required or
permiaed to b¢ taken by the Board of Directors may be mkcn without a meaning.if all Directors
individually or coilcctively consent in writing to such action. Such written consent or consents
shal! be filed with the minutes of the proceedings of the Board of Directors. Such acxion by
written consent shall have the same force and effect as a unanimous ~,o1 of such dir~tors,
Section 23. Quorum and Transaction of Business. A majority of the authorized
number of Directors presently constituted shall constitute a quorum for the transaction of
business. Every act.or deeision done or made by a majority of the Directors present at a meeting
duly held at which a quorum is present shall Ix: the act of the Board of Directors, unless
applicable law, the Articles of Incorporation of the Corporation or these Bylaws specifioatiy
r~quires a greater number. A meeting at which a quorum is initiatly presem may Continue to
m~nsact business, notwithstanding withdrawal of Directors, if any action taken is approved by a~
least a majority of the numbs, of" Directors constituting a quorum for such m~ting. In the
absence era quorum at.any meeting oft.he Board ofDireotors, a majority of the Dir~tors preset
may adjourn the m~fing, as provided in Section 24 of these Bylaws.
Section 24. Adjournment. Any meming of the.Board of Directors, whether or not a
quorum is present, may be adjourned to another time and place by the affirmative vote of z
majority of the Directors present If the meeting is adjourned for more, than twenty-four (24)
hours, notice of such adjoumrnem to another time or place shall be given prior to the time of the
adjourned meeting to the Directors who were not present at the ~imc of the adjournment.
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Section 25. Organization. The President shall presid~ at evea’y me6"ting of the Board
of Diroctors, if present If there is no President or if the President is nor present, the Vice-
President shal! preside, or, in tl~ absence of ~th such l~SOnS, a Director chosen by a majority
of the Directors present at such meeting shall preside. The Secretary of the Corporation or, inthe abser of the Secrmry, =y r rson appoint by the presiding ofiieer shall act as secretary
ofthe m~ting.
OFFICERS AND EXECUTIVE DIRECTOR
Se~ion 26. Officers of the Corporation. The office~ of the Corporation shall be a
President, Vice-President, Secretary, Treasurer, Executive Director and such other officers as the
Board of Directors shall from time to ~me determine. The same person may hold up to two (2)
offices, provided that tim President ,hal/hold only the office of Prc, ident of the Board.
Section 27. Appointment. All officers shatl be chosen and appointed by the Board of
Directors; provided, however, that the Board of Directors may empower the President to appoint
such officers, other than President, Vice-President, Treasurer, Seeretm7 or Executive Dir~tor,
as the activities of the Corporation may require. All officers shall serve at the pleasure of the
Board of Directors, subject to the rights, if.any, of an officer under a contract of employment.
Section 28. Term and Compensation, The officers shall be appointed anmmlly by
floe Board of Directors, and each shall hold his office until he re~ign~ or is removed or otherwise
disqtmlified to serve., or his successor is elect~ and qualified. The eomlxmation.of the officers
shall be :f’med from time to lLme by the Board of Directors, and no officer shall be prev~ted from
receiving such compensation by reason of the fact that such offi~r is al~o a Director of the
C.orporation. All office’s shall serve at the pleasure of" the Board of Directors, subject to the
rights, if any, of an officer under a contract of employment.
Section 39. Resignations. Any officer may resign at any time upon written notice to
the Corporation, without prejudice to the rights, if any, of the Corporation under any contract to
which such officer is a party. Such resignation shall be effective upon its recei~ by the
President, the Vice-Presidmat, the Treasurer, the S~a’~xry or the Board of Directors, unless a
differ=t time is specified in the notice for effectiveness of such resignation. The ~plane, of
any such resig~ttion shall not be necessm-y to make il effective urdess otherwise specified in
such notice.
Section 30. Removal Any Officer may be removed from office at any time, with or
withom came, but subject to the fight,, if any, of such officer under may contract of employment,
by the Board of Directors or by any.committee to whom such power of removal has been d~y
delegat,d,.or, with regard to any officer who has been appointed by the President or. any .other
officer upon whom such power of removal may be conferred by the Board of Directors. A
vacancy occurring in any office for any reason may be filled by the Board of Directors, in the
manner prescribed by this Article V of the Bylaws for initial appointment to such office.
67089tv2/SF
Section 31. Vacaneies~ & vacancy occurring in any office for any tea.con may he
filled by the Board o,f" Directors in the manner prescn’b~ by this Alti¢le V of the Bylaws for
initial appointment to such office.
Section 32. General Powers and Duties of Officers. Th, officers shall have st~Ix
duti~ and powers as provided in or punuant to the~e Bylaws and a~ arc cu.~tomarily exercised by
corporate officers holding such. off~¢es;provtded, zhaz such duties and powers are ao~ inconsistent
with the Articlos oflncor~iotation of the Corporation, these Bylaws, any resolutions of the Board
of Directors duly adopted pursuant hereto, or applicable law.
E, xcept as these Bylaws may othef~s~ provide, the Board of Directors or its duly.
appointed and authorized ommittee may authoriz~ any officer or officers, age,it or agents, to
enter into any contract or execute and deliver any instrument in the name of and onbehalf of the
Corporation, and such .authorization may 1:. g,~m~t] or confined to specific instances. Except a~
so authorize~ or othexw~ expressly provided in these Bylaws, no o~cer, agent or employ~
shall hav¢ any power or authority to bind the Corporation by any contract or engagement or to
ple.dge its ¢redit or to render it liable for any purpos¢ or in any amount.
S¢¢tion 33. Loans. No loans shall’be contracted on behalf of theCorporation and ao
negotiable paper stroll be issued in its name, unless and except as authotiz¢d by the Board of
Directors or its duly appointed and authorized committee.. When so authorized by the.Board of
Directors or such ommittee, any officer or agent of the Corporation may effect loans and
advance, at any time for the Corporation from any bank, trust company or other insti .¢mion, or
from any firm, corporation or individual, aad for such loans and advances may.mako,.execut¢
and deliver promisso~ notes, bonds or other evidences of indebtedness of" the Corporation and,
when anther/zeal .as aforesaid, may mortgage, pledge, hypothecate or transfer any and all sto¢ "ks~
securities and other property, real or personal, at any time held by the corporation, and.to that
end endorse, assign and deliver the sam¢ as security for the payment of any and all loans,
advauces, indebte.d~ss and liabilities of the Corporation. Such authorization may be genc.ml oz
confiaed to specific instances. Except as provided by Section 5236 of the California Nonprofit
Corporation Law., the Corporation shall not make any loan of money or property to or guarantee
the obligation of any director or officer.
Section 34. Bank Accounts. The Board of Directors or its duty appointe..d and
authorized ommitt~ from time. to time may authorize the Ol:~aing and k~ping of
and/or sp~ial ba~ acounts with such banks, trust, companies or other depositaries as may
selected.by the Board of Directors, its duly appoimed and authorized committee or by any
or officers, agent or agents, of the Corporation to whom such power may be delegated from
to time by the Board of Directors. The Board of Directors or its duly appointed and authoriz.¢d
committee may ~ke such rules and regulations with resist to such bank accounts, not
inconsistent with the provisions oftheseBylaws, as are deemed advisable~.
Section 3& Checks, Drafts, Etc. All checks, drafts or other or,ders for the payment of
money, notes, ac~ces or other evid~ces of indebtedness issued in the name of th~
Corporation shall be signed by such officer or officers, agent or agents, of’the Corporation, aad
m such manner, as shall be determined from time to tim¢ by r~olution ofth¢ Board of Dir¢cmr~
or its duly appointeXl and authorized committee. Endorsements for d~posit to the credit of th¢
670891
Q
Corporation in any. of its duly authorized depositaries may be made, without counter-sigrme~Ire,
by uhe President, ~he Vbe-Presidcnt or the Treasurer or by any other officer or agent of
Corporation to whom the Board of Directors or its duly appointed and authorized committee, by
resolution, shall have delegated such power or by hand-stamped impression in the name of the
Corporation.
Se~tlon 36.The President. The President shall:
(a)prairie at meetings of the Board of Directors;
(b)presid~ at me~dngs oftl~ Executive .Committee;
(c) execute, following approval of the Board of Directors appropriate
contractual agreeanents with individuals or organiza~ons on k~half of the Corporation;
(d) p~rform ail dutie~ incident to hi~ or her office and such othc:r duties as may
bc rcquirexi by law, by the Articles oflncorporation oftbe Corporation or by these Bylaws;and
have s.uch other authority and .perform such other duti~ as the Board of
Section 37. The Vice-President. Ttie Vice-Pr~id,nt shall be authorized to ac~ m the
ev,e.t the President is unable to acx: In the absenc~ or disability of the President, in the event of a
vacancy in the offic, of President~ or in the event such officer refuses to act, the Vic~-Presid~m
shall perform all the duties of the President, whsn so a~’dng, shall have all the powers of~ and be
~ubject to all the r~trictions on, the President. The Vic~.IWesident shall have such other powers
and perform s.uchother duties as may be prescribed for them from time to time by the Board of
Di.m~ors or these Bylaws.
Section 38. The Secretary. Th~’Secremry slmll:
(a) be responsible for keeping an accurate record of the proofed/rigs of ali
mretings of tim Board of Directors, and such other actions of tim Corporation as the Bo,q.xi of
Directors or tim President shall dire,~t;
Co) keep, or cause to be kept, at the principle office of the Corporation, or if
the principal offic~ is not in California, at its principal office in California, an original or opy of
the Articles oflncorporadon of the Corporation and these Bylaws, as the same may be amended
from time to time;
(e) give or cause to be given, at an order of the President, all notices
accordance with.these Bylaws.or as required by applicable law;
(d) have custody of the corporate seal of the Corporation; ffany; and
(e) have such other authority and perform such other duties as the Board of
Directors may detcrraine from time to time.
670891 v’MSF
If any assistant secreutries are appointed, the assistant secretary, or one of the assistam
secretaries in the order of" their rank as fixed by the Board of Directors or, if they are not so
raxtked, the assistant s¢cxe’tary designazed by the Board of Dix~ctorg in the absence or disabili~
of the Secretary or in,the event ofsuch officer’s refusal to act or ira vacancy exists in the office
of tecremry, shall perform the dufie~ and excise th~ powe~ of the Secrecy and discharge Such
duties as may be assigned from time to time pursuant to these Bylaws or by the Board of"
Dir~ors. ,
Section 39. The Treasurer. The Treasurer shalI:
(a) " supe~s¢ and control the kee~ing of adequate and ~rrect accounts ofth~
Corporation’s propertie~ and transactions, including accounts of it~ .assets,. liabilities, receip~o
disburserncnts, gains, losses and capital, such account books I0 be maintained az tlm
Corporation’s principal office and/or such other places as the Board of Directors may direct;
(b) ovea~ee custody of all funds, securities, evidences of indebtedness and
other valuable documents of the Corporation and, at the Treasurer’s discretion, to cause any and
all thereof to be deposited for the account of the Corporation with such depository as designated
from time ~o time. by the Board of Directors;
(c) disburse, or cause to be disbursed, all funds of the Corporation as may" be
directed by the Board of Directors;
(d) render to the President and the Board of Directors, whcnevex thry may
require, accounts of all tmn~ctions and of the financial condition of the Corporation; and
(e) . generally to do and perform all such duties as pertain to the office of the
Treasurer as may be requited by the Board of Directors.
If any assistant treasuzer is appointed, the assistant treasurer,, or one of the assistant
t~easurers, if’there are mor~ than one, in the Order of their rank as fixed by the Board of Dir~cors
or,ffthey are not so make& the assistant treasurer designated by the Board of Directors, shall, in
the absenoe or disability of the Treasurer or in the evc-nt of such officer’s rcfusai to act, perform
the duties and exercise the powers of the Treasurer, and shall have such powers and discharge
such duties .as may be assigned ficom time to time pursuant to these Bylaws or by thg Board of
Dirrctors.
Section 40. The Executive Director. The Executive Director is the chief’
administrative officer.of the Corporation and shall be appointed on the basis of qualifications for
the position established by Board appointment. The Executive Director shall:
(a) have the authority and responsibility for the adminis~’afion and
execution of the basic policies of the Board and the purposes of the corporation as s~ated in
Bylaws;
(b) be respons~lc for the supervision, "appointment, promotion, and
w.rminafion of personnel employed b~, the corporation and for the administration of operational
functions; and
11
.Copies of the Schedules may be obtained from:
Annie Niehaus
3200 Park Boulevard
Pelo Alto, California’ 94306
Attention: Executive Director
Tel~phon~: 650/494-8686
Facsimi!.~.’. 650/494-8386
or
Cooloy Godward LLP
One M~’tirne Plaza, 20~ Floor
San Francisco, CA 94111
Attention: Peter H. Ce~son, F.sq.
T=l~hon=: 4! 5/693-2062
~acsimil~: 415/95t-3699
or
He11~r, Ehrmm, White & Mc~.uliff~ LLP
275 MJddl¢fi¢Id Road
M~nlo Park, CA 94025
Attention: Marina R~mennik, F..sq.
T~lq~honr: 650/~24..7096
Facaimil~: 650/~2A-0638
1217~0/2147
6559~) v’HSF
081201/I~01
21.
SCIt’gDLri~ A
Li~t of lnMM.Direaors (and Terms)
Pc~.ca" H. Carson
Joan King .
Judy KIehaberg
Jim Burch
S~th G, F~r~
Sally Ki~s~r
Andrew M~llows
Christine Shambora
Expiration of Term
Dec,rnb~" 31, 2001
¯ December 31,2001
December 31, 2002
Dec~-~mber 31, 2002
Dec,¢a’nb~r 31, 2002
Deee, mb, r 31, 2002
December 3 l, 2002
670991 ~
Section ~;4. Amendments. Except as otherwise provided by statute, the Board of
Directors may alter, amend, or repeal these Bylaws and adopt new Bylaws by the afi~rmarive
vote of a majority of.the members of the Board, provided that...
(a) " any such action b¢ taken only at meetings ofth~ Board of Directors
for such purpose; and
(b) the notice of such mcclJxtgs shall state the substance of tim Bylaw m b~
m~ or repealed, or ofzh~ alm~a~on or amendment.
670891
#da~O21.DO~
The annual reports shaL! b~ accomlmni~ by any report thereon of ind~ndent accounts,
thcrc is no such report, tho ~ca~ of an authorized officer of" the Corporation that such
statements were prepared without audit from .the books and-recor& of the Corporation.
Section 48, Time Notice Given or Seat.. Whenever any notic is given or s~t
pursuant to these Bylaws, the time such notice is deemed to have been given or sent shail be
dctermin~ by. reference to Section 5015 of the California Nonprofit Corporation Law.
Section 49~ Construction and Definition. Unless the context requires othcxwise, the
general provisions, rules of construction and dc~finitions contained in the California Corporations
Code shall govcr’n the conslracdon of these Bylaws, including; without limitation, as to the
refercnc to g.cndgr pursuant to S~--tion 12 of the California Corporations Code. Without
limiting the foregoing, "shall" is mandatory and "may" is permissive.
Section 50. Severability. If any section, subsection, sen~ac¢, cIanse, phrase, or
pordon of these bylaws is, for any reason, declared invalid, in whole or in part, by ~ny ¢our~
legislative body, or other authority of competent jurisdiction, such portion shall be dcem~
separate, distinct, and independent portion. Such declaration shall not affect the validity of
rcmainm’ g portion h~mof, wkich other portions shall continue in full force and efect.
NON-LIABILITY, INDF-.MNIFICATION AND INSURANCE
Section 51, N0n-Liability of Directors. ,The Director~ ’shall not b¢ personally liable
for.the debts, liabilities, or other obligations of the Corporatio~L
Section 52. Indemnification of Directors, Officers, Employees And Other AgenL~.
The Corporation shall indemnify its directors and offiovrs to the fullest extent penuitted’ by
Section 5238 of the California CorporationsCode. The Corporation shall hav~ the power to
indemnify its other agcnLs as set forth in Section 5238. The Corporation shall have no obligation
to grant such indemnification to it~ other agoras except as expressly set forth in said Section
5238.
Section 53. Insurance for Corporate Agents. The Corporation may obtain-and
maintain liability insurance in the name of the Corporation, in the form of a general liability
policy or directors" and officcrs’ liability policy, so as to limit the personal liability of direaors
and officers as provided in Section 5239 of the California Nonprofit Corporation Law. The
Corporation shall hav~ the power to pro, chase and maintain insurance on behalf of any agent of
the Corporation against any liability asserted against or incurred by the agent in such capacity or
arising out of the agent’s status a~ such, who.her or not the Corporation would have the power to
indemnify the agent against such liability under the provisions of Section 52 of these Bylaws;
provided, however, that the Corporation shall, have no power to purchase and maintain such
insurance to indemail~ such agent of the Corporation for a violation Of Section 5233 of the
California Nonprofit Corporation Law for which a remedy is available under Section 5233(h) of
the Calfforrda Nonprofit Corporation Law.
670~91 V2/~
such Bylaw p~ovisiom as am necessary to substitut~ the committ~ and its members for the
Board of Directors and its members, except that thr tim~ for regular me~ings of commiRees ~my
b¢ fixed by resolution of the Board of" Dh’~rs or by the commiRe¢. The time for spogial
m~tings of con-m~ittccs may also be fixed by th~ Board of Directors. The Board of Directors
may also adopt rules and regulations l~rtaining tO th~ conduct of meetings of committees to tb.
extent that such rules and regulations are not inconsistent wit~ the provisions of these Bylaws,
ARTICLE VII
GENERAL OPERATIONS OF THE CORPORATION
¯ .Section 44, Fiscal Year. The Board of Directors shall determine by resolution the
fiscal year of the Corporation.
Section 45, Maintenance of Corporate Records. The Corporation shall keep ~t its
principal offi¢¢ in the Sta~ of California:
(a) minutes of all meetings of the .Board of Directors and committees, of the
Board of Directors; and
(b) such other roe.or& as are appropriate for the administration of the
Corporation.
Section 46. Directors’ Inspection Rights. Each Director shall have the absolute right
at any rra.sonable time to insp~-t and copy all books, re.cords and documents of every kind and to
inspect the physical properties of the Corporation_
Section 47. Annual Report. The Board shall furnish an annual report not later than
one hundred and twenty (120) days after the close of the Corporation’s fiscal year to all Directors
and make it available to the public for inspection. The r~ons shall Contain the following
information in appropriat~ detail:
(a) the assets and liabilities, including the trust funds, of the corporation as of
the end of the fiscal year;,
the principal changes in assets and liabilities including trust funds, during
(c) the revenue or rcceil~ of the Corporation, both m~rcstricted and restrictexi
to particular purposes, for the fiscal year;
(d) the ex3gmes or disbursemen~ of the Corporation, for both general and
restricted purposes, during the fiscal year; and
(e) any information required by Section 6322 of the California Corporations
Code or any successor slatut~.
670891 v2iSF
(c) as chief administrator, be afforded a seat, without vote, at all me~:h’~gs of
the Board, the Executive ¢ommitm and shall liaison with mla~ed agencies, organizations and
groups on all governmental l~vels.
COMMITTEES
Section 41; Executive Committee. The Board of Directors may, by a majority vo~e
of Dir~-tors th~ in office, designate fl~es (3) or mor~ of its members to constitute an Ex~utive
Commitme and delegate to such Committee any of the powexs and authority of.the Board in the
dir~tion of the business and affairs ofth~ corporation, except with respect to:
(~) the filling of vacancies on the Board of Directors or on zny commit-~ flint
¯ has th~ authority of the Board of Die.mrs;
(b) The amendm~m or r~peal of the Articles of Incorporation or the bylaws of
the Corporatior~ or the adoption of new Artic!es of Incorporation or Bylaws of the Corporation;
() the amendment or repml of any resolution of the Board that by its eA’pr~
terms is not so amendable or repealable;
(d)the appointm’~nt of committee of the Board of Directors or the members
(e) fl~ expenditure of corporate fimds to support a nomin~ for Dir~tor a~r
there are mi)m people nominat~ for Director than can b~. elected; and
(f) the approval of any n-amaction to which this corporation is a party and in
which one or more of the Die.ors has a material financial interest, except as expressly prov!dcxl
in S~ction 5233(d)(3) of the California Nonprofit Corporation Law.
By a majority vote of the Directors ~ in office, the Board of Dit~tors may at any time
revoke or modify any or all of the authority delegated to th~ Executive Committee, increase or
decrease but not b~Iow thr~ (3) the number of its members, and.fill vacancies therein from the
members of the Board of Directors. The Executive Commitme shall keep regular minu~ of i~
proc~dings, cause them to be filed with the corporate records, and report the same to the Board
from time m time as the Board of Directors may require.
Section 42. Other Committees. The Corporation shall have such other committees as
may from time to time be designated by resolution of the Board of Directors. Such other
committees may consist of persons who are not also members of th~ .Board. These additional
committees shall act in an advisory capacity only to the Board of Directors and shall be cloariy
tided as "advisory" ~ommittees. ,
Section 43. Meetings and Actions of. Committees. Meetings and action of
commit~,~s shall bc governed by, noticed, held and. taken in accordance with the provisions of
th~s~ Bylaws confining me, tings of the Board of Directors, with such changes in the con~m of
19
ATTACHMENTB
RESOLUTION NO.
RESOLUTION OF THE COUNCIL OF THE CITY OF PALO
ALTO DESIGNATING THE MIDPENINSULA COMMUNITY
MEDIA CENTER, INC. AS THE COMMUNITY ACCESS
ORGANIZATION FOR THE JOINT POWERS IN ACCORDANCE
WITH SECTION 2.10.030(d)OF THE PALO ALTO
MUNICIPAL CODE
WHEREAS, in 1983, the City of Palo Alto ("City") entered
into a Joint Exercise of Powers agreement with the Cities of
East Palo Alto and Menlo Park, the Town of Atherton, and the
Counties of San Mateo and Santa Clara ("Joint Powers") for the
purpose of securing community antenna television services for
the residents, businesses and institutions located in those
communities and, subsequently, Palo Alto was appointed to
administer the cable television franchise on behalf of the Joint
Powers;
WHEREAS, in 1986, Cable Communications Cooperative of
Palo Alto, Inc. ("Co-op") was awarded a cable television
franchise agreement, and the City designated the Midpeninsuia
Access Corporation ("MPAC") as the community access
organization, as that term was defined, under the franchise
agreement;
WHEREAS, on July 24, 2000, the City approved Co-op’s
transfer of the franchise agreement to TCI Cablevision of
California, Inc. dba AT&T Broadband ("AT&T") and, upon the
transfer and renewal of the franchiseagreement, AT&T donated
$17 million to Silicon Valley Community Communications, Inc.
("SVCC"), which was created by Co-op;
WHEREAS, since the transfer and renewal, MPAC and SVCC
have been actively engaged in merger discussions, and a merger
of these entities occurred on August 20, 2001, resulting in the
creation of the Midpeninsu!a Community Media Center, Inc.;
WHEREAS, the Midpeninsula Community Media Center, Inc.
has informed the City that it was created by merger of MPAC and
SVCC on August 20, 2001, and that it has fulfilled all
conditions precedent to the merger, including obtaining the
necessary tax clearances and certifications from the Interna!
O11016 syn 0072112
Revenue Service and Franchise Tax Board and filing its articles
of incorporation with the California Secretary of State on or
before September 25, 2001; and
WHEREAS, the City is authorized under Section
2.10.030(d) of the Palo Alto Municipal Code to designate a
person to provide public, educational and government access
services as an integral part of the cable television services to
be provided by a cable television franchisee;
NOW, THEREFORE, the Council of the City of Palo Alto
does hereby RESOLVE as follows:
SECTION I. The Council hereby finds that the
Midpeninsula Community Media Center, Inc. has fulfilled all
conditions precedent to the merger between the Midpeninsula
Access Corporation, the surviving corporation, and the Silicon
Valley Community Communications, Inc., the disappearing
corporation.
SECTION 2.The Council, on behalf of the Joint Powers
and in accordance with Section 2.10.030(d) of the Palo Alto
Municipal Code, hereby designates the Midpeninsu!a Community
Media Center, Inc. as the community access organization that
wil! provide public, educational and government access channel
services, facilities and equipment to the residents, businesses
and institutions !ocated within the service territory of the
Joint Powers in connection with the provisions of cable
television services by AT&T Broadband.
//
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//
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O11016 syn 0072112
2
SECTION 3. The Council finds that the adoption of this
resolution does not constitute a project under the California
Environmental Quality Act and the CEQA Guidelines and,
therefore, no environment assessment is required.
INTRODUCED AND PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:APPROVED:
City Clerk
APPROVED AS TO FORM:
Senior Asst. City Attorney
Mayor
City Manager
Director of Administrative
Services
O11016 syn 0072112