Chapter 2.165 — PASADENA CENTER OPERATING COMPANY BOARD

This chapter shall be known as "The Pasadena Center Operating Company Board Ordinance."

(Ord. 6229 § 3 (part), 1987)

The Pasadena center operating company was established with the filing of articles of incorporation on September 19, 1973, hereinafter called the "corporation." The corporation's governing body, a board of the city, to be known as the Pasadena center operating company board, hereinafter called "board."

(Ord. 6229 § 3 (part), 1987)

A.

The board shall consist of 15 members, who shall be appointed as follows:

The mayor shall nominate 8 members from persons recommended by the other 7 city council members. Such nominations shall include a member of the city council;

The major hotels in Pasadena may nominate 1 representative per hotel to represent the interests of hotels for a total of not more than 4 members. A major hotel is defined herein as a property of over 250 rooms. In the event that there are more than 4 major hotels in the city, the board shall establish a rotation for nomination;

The city council finds and declares that because the purposes and objectives of the Pasadena Center can succeed only with the cooperation and active support of the surrounding commercial property owners, the Mayor may nominate a member who has an economic interest in commercial real property situated within the proposed Midtown/Civic Auditorium sub- district to represent and further the interests of persons with such an economic interest. An economic interest in real property is defined under Title 2, California Code of Regulations, section 18703.2. As defined therein, a member has an economic interest in commercial real property within the proposed Midtown/Civic Auditorium sub-district within the Central District Specific Plan framework of the city where the member has a direct or indirect interest worth two thousand dollars ($2,000) or more in fair market value that is zoned or used for commercial purposes and which is located in the said sub- district, which sub-district is depicted on maps on file in the Planning Department. Said member's economic interest shall not have a reasonably foreseeable material financial effect on other economic interests held by the member other than the economic interest the member was appointed to represent. Said member shall not participate in any decisions that will financially affect the member's economic interest in a manner that is substantially different from others with the economic interest he is appointed to represent.

The Tournament of Roses Association may nominate one member.

All nominations except the city manager or his or her authorized representative are subject to ratification by the city council. The city manager or his or her authorized representative, at the election of the city manager by written notice to the city clerk is appointed as a member.

B.

Members shall be appointed for a term of 3 years, and city members, except for the city manager or his/her appointed representative and except for any member of the city council, shall serve no more than 2 consecutive terms. A term of less than 1 year shall not be considered a full term. Terms expire on June 30th of the applicable years. A member shall continue in office for the term for which he/she was appointed or until his/her successor is appointed. No city member, except for the city manager or his/her appointed representative and except for any member of the city council, who has served 2 consecutive terms shall be eligible for reappointment to the board prior to the passage of a 2-year interval. Appointment of a member to a different representative capacity shall not be considered a reappointment requiring an interval without serving.

C.

If a city member required to reside in the city ceases to reside in the city prior to the expiration of a term, the member may complete the term only upon approval by the city council pursuant to Section 2.45.020.

D.

Any member of the board may be removed by the city council at its pleasure. Any member of the board may be removed by the city council for cause as specified in the corporations code or articles or bylaws of the corporation. Any city member of the board required to reside in the city may be removed by the city council if he/she ceases to reside in the city or has 3 consecutive unexcused absences.

E.

The common law rule on incompatible offices is specifically abrogated to permit voting members of the city council to serve on the board of the Pasadena Center Operating Company if nominated and appointed as provided in this section.

(Ord. 7109 §§ 1, 2, 2007; Ord. 6919 § 1, 2002: Ord. 6889 § 2, 2002: Ord. 6820 § 45 (part), 2000; Ord. 6422 § 1, 1991; Ord. 6302 §§ 3, 4, 1989; Ord. 6229 § 3 (part), 1987)

(Ord. No. 7197, § 1, 7-26-2010)

A.

All members, except the city manager or his or her authorized representative, the commercial real property interest member, the Tournament of Roses representative and the hotel representatives as set forth in Section 2.165.030, shall be residents of the city.

B.

Members should possess an understanding of the operations of the Pasadena Center.

(Ord. 6919 § 2, 2002: Ord. 6889 § 3, 2002; Ord. 6229 § 3 (part), 1987)

(Ord. No. 7197, § 2, 7-26-2010)

A.

In the event a member has 3 consecutive unexcused absences from meetings of the board, the city council may declare the office of such member vacant. The staff to the board shall advise the secretary to the mayor of any member with 3 consecutive unexcused absences. The president of the board may excuse absences.

B.

Vacancies, whether scheduled or unscheduled, shall be filled, by the person who nominated the member to the vacant office, or by his/her successor, in the same manner as set forth in Section 2.165.030.

(Ord. 6820 § 45 (part), 2000; Ord. 6229 § 3 (part), 1987)

At the first meeting of the board, and thereafter at its first meeting of each subsequent year, the members shall elect a president, a vice president, a secretary and a treasurer. The corporation bylaws delineate the responsibilities of corporate officers. Two offices may be held by 1 person, with the exception of president and secretary and secretary and treasurer. In the absence or disability of the president and vice president, the board may designate a temporary president.

(Ord. 6889 § 4, 2002: Ord. 6229 § 3 (part), 1987)

A.

The board shall meet at least once a year. All its meetings shall be held in accordance with the Ralph M. Brown Act and shall be open to the public except as provided by law. Special meetings may be called by the president or a majority of the board.

B.

A quorum shall be a majority of the board seats filled by the city council. A seat is deemed to be filled after a nominee has been sworn in by the city clerk. No action of the board shall be valid without a majority vote unless a different rule is provided herein.

C.

Officers of the city shall have the right to attend meetings and make recommendations to the board.

D.

The board shall keep a record, which shall be available for public inspection, of all its resolutions, proceedings, and other actions.

(Ord. 6946 § 1, 2003; Ord. 6919 § 3, 2002: Ord. 6889 § 5, 2002: Ord. 6229 § 3 (part), 1987)

The corporation's bylaws shall control the conduct of its board's business consistent with its articles of incorporation and this chapter.

(Ord. 6229 § 3 (part), 1987)

The board shall submit an annual report and work plan to the city council no later than October 31st of each year. Attendance records of members shall be included as part of the annual report.

(Ord. 6820 § 45 (part), 2000; Ord. 6229 § 3 (part), 1987)

Members of the board shall be required to file annual statements of economic interest pursuant to the city's Conflict of Interest Code.

(Ord. 6229 § 3 (part), 1987)

A.

The specific and primary purpose for which this corporation is formed is to manage and operate the Pasadena Center, a civic facility designed for conferences, exhibitions, trade shows, assemblies and cultural, educational and recreational programs for the use, benefit and enjoyment of the public, and to supervise the activities of the Pasadena Convention Bureau.

B.

This corporation has the power, except as provided in Chapter 4.08:

To solicit, collect, receive, acquire, hold, and invest money and property, both real and personal, including money and property received by gift, contribution, bequest or devise; to sell and convert property, both real and personal, into cash; and to use the funds of this corporation and the proceeds, income, rents, issues, and profits derived from any property of this corporation for any of the purposes for which this corporation is formed;

To purchase, acquire, own, hold, sell, assign, transfer, dispose of, mortgage, pledge, hypothecate or encumber, and to deal in shares, bonds, notes, debentures, or other securities or evidences of indebtedness of any person, firm, corporation or association and, while the owner or holder of them, to exercise all rights, powers, and privileges of ownership;

To purchase or acquire, own, hold, use, lease (either as lessor or lessee), sell, exchange, assign, convey, dispose of, mortgage, hypothecate, or encumber real and personal property;

To borrow money, incur indebtedness, and to secure repayment by mortgage, pledge, deed of trust or other hypothecation of property, both real and personal;

To enter into, make, perform and carry out contracts of every kind for any lawful purpose without limit on amount, with any person, firm, association or corporation, municipality, county, parish, state, territory, government (foreign or domestic) or other municipal or governmental subdivision;

To do all things necessary, expedient or appropriate to the accomplishment of any of the objects and purposes for which this corporation is formed;

To adopt and/or certify environmental reviews performed in compliance with the California Environmental Quality Act.

C.

The property, assets, profits and net revenue of this corporation are irrevocably dedicated to the city of Pasadena; provided, however, that until all indebtedness of the corporation shall have been paid, such net revenues may be used for the purpose of paying or calling for redemption any bonds, debentures, notes or other evidences of such indebtedness. Upon the dissolution, liquidation or winding up of the corporation or upon abandonment, the assets of the corporation remaining after payment of or provision for all debts or liabilities of this corporation shall be distributed to the city.

D.

All powers of the corporation shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by the board.

(Ord. 6889 § 6, 2002: Ord. 6229 § 3 (part), 1987)

(Ord. No. 7250, § 5, 11-17-2014)