Pasadena Municipal Code Ch. 2.175 The Rose Bowl Operating Company

This chapter shall be known as "the Rose Bowl Operating Company board ordinance."

(Ord. 6557 § 2 (part), 1993)

The Rose Bowl Operating Company shall be established by the filing of articles of incorporation with the Secretary of State of the state of California as a California not-for-profit public benefit corporation, hereinafter called the "corporation." The corporation's governing body, a board of the city, is to be known as "the Rose Bowl Operating Company board," hereinafter called "board."

(Ord. 6557 § 2 (part), 1993)

A. The board shall consist of 13 members, who shall be appointed as follows:

1. Each council member and the mayor shall nominate 1 member for a total of 8 members.

2. The mayor shall nominate 1 member from persons recommended by the 7 council members and 1 member who is a voting member of the city council.

3. The Tournament of Roses Association shall nominate 1 member.

4. The city manager, or his/her authorized representative at the election of the city manager by written notice to the city clerk, shall be appointed.

5. The chancellor of the University of California, Los Angeles shall nominate 1 member.

6. All nominations, except the city manager, or his or her authorized representative, are subject to ratification by the city council.

B. The initial board members may serve up to three terms of four years each if approved by the council. At the start of the third four-year term, members may draw lots to establish staggered terms if necessary. Members other than the initial members shall serve no more than two consecutive four-year terms. Terms shall be four years long. Terms shall 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. The following members shall not be subject to a limitation on terms: The member who is a voting member of the city council, the city manager or representative, and the nominees of the Tournament of Roses Association and of the University of California, Los Angeles. Other than the initial members who serve three four-year terms, no member who has served two consecutive four-year terms shall be eligible for reappointment to the board prior to the passage of a two-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 member ceases to meet the qualifications and requirements set forth herein, 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.

E. Members shall serve without compensation but shall be reimbursed for the actual and necessary expenses incurred in the discharge of their duties.

F. The provisions of Title 2 of the Pasadena Municipal Code shall apply to the board only to the extent that specific sections are explicitly incorporated into this chapter.

G. Section 2.45.050 of the Pasadena Municipal Code, and any successor provision allowing the vacating of appointments by newly elected council members or Mayor, shall apply to the board of directors of the Rose Bowl Operating Company.

H. 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 Rose Bowl Operating Company if nominated and appointed as provided in this section.

(Ord. 7109 § 3, 2007: Ord. 6966 § 1, 2004; Ord. 6846 § 1, 2000; Ord. 6843 § 1, 2000; Ord. 6820 § 36, 2000; Ord. 6669 § 1, 1996; Ord. 6642 § 1, 1995; Ord. 6557 § 2 (part), 1993)

(Ord. No. 7370, § 2, 2-1-2021)

A. All seven members nominated by council member's shall be residents of the city, and the members nominated by council member's from Districts 1 and 6 shall be residents of those districts, respectively.

B. Each member shall have recognized competence and wide experience as evidenced by but not limited to any of the following fields: banking; financial services; venture capital; real estate development or financing; real estate leasing and/or property management; senior management of a business; project management; accounting; business law; economic development; community service. Considered as a whole, the board should reflect experience in all of these areas. Appointed members must be willing to serve actively for the full term.

C. City officials, when recommending or nominating persons to serve on the board, shall seek outstanding individuals whose commitment and talents will contribute to the purpose and functions of the board and who reflect the ethnic, geographic and gender diversity of the city. Priority will be given to residents of the city of Pasadena.

D. No individual shall be appointed to the board until the disclosure of financial interests required by the city's conflict of interest code has been made to determine whether the individual has an interest, within the meaning of California Government Code Section 1090, et seq., in any present or anticipated contract of the corporation or of the city. Each individual serving as an interim board member prior to the effective date of the ordinance codified in this chapter, if he or she wishes to be considered for appointment as an initial board member, shall make such disclosure promptly after the effective date of said ordinance, and the city council shall subsequently appoint initial board members at its pleasure.

(Ord. 6557 § 2 (part), 1993)

The city council finds and declares that tenant representatives appointed pursuant to Section 2.175.030(A)(3) and (A)(5) of this chapter, are appointed for the express purpose of representing and furthering the interests of the Tournament of Roses Association and the University of California, respectively. As contemplated by California Code of Regulations, Section 18707.4, and to the extent contemplated by any successor provision, each tenant representative shall have an economic interest in the organization that the representative is appointed to represent, which may include, but without limitation, a position as an employee, or a position as a member of the governing body. To the maximum extent permitted by law, each tenant representative may deliberate and vote on the business of the Rose Bowl Operating Company, except that, just as with all other members of the board, a tenant representative may not deliberate or vote where the board's decision has a reasonably foreseeable material financial effect on any other economic interest held by the tenant representative, other than the economic interest the member was appointed to represent. In addition, a tenant representative may not deliberate or vote on the price and terms of payment for the use of the Rose Bowl stadium by or for the organization the tenant representative is appointed to represent.

(Ord. No. 7185, § 1, 3-15-2010)

A. In the event a member has three 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 three consecutive unexcused absences. The president of the board may excuse absences.

B. Vacancies, whether scheduled or unscheduled, shall be filled in the same manner in which the vacant office was filled as set forth in Section 2.175.030.

(Ord. 6557 § 2 (part), 1993)

At the 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 by-laws shall delineate the responsibilities and service of corporate officers. Two offices may be held by one person, with the exception of secretary and treasurer. In the absence or disability of the president and vice president, the board may designate a temporary president.

(Ord. 6557 § 2 (part), 1993)

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 by a majority of the board.

B. Seven members of the board shall constitute a quorum. No action of the board shall be valid without the affirmative vote of 7 of its members.

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.

E. All meetings shall be conducted in accordance with Robert's Rules of Order, latest revised edition.

(Ord. 6966 § 2, 2004; Ord. 6820 § 37, 2000; Ord. 6557 § 2 (part), 1993)

The board shall adopt by-laws which control the conduct of its board's business consistent with its articles of incorporation and this chapter and shall file the by-laws and all amendments thereto with the city clerk.

(Ord. 6557 § 2 (part), 1993)

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. 6557 § 2 (part), 1993)

Members of the board shall be required to file annual statements of economic interest pursuant to the city's conflict of interest code.

(Ord. 6557 § 2 (part), 1993)

A. The specific and primary purpose for which this corporation is formed is to return economic and civic value to the city of Pasadena by managing a world class stadium and a professional quality golf course complex in a residential open-space environment.

B. This corporation is organized exclusively to exercise an essential governmental function, within the meaning of Section 115 of the Internal Revenue Code of 1986 or the corresponding provision of any future United States internal revenue law and for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States internal revenue law and operated solely for the benefit of and in connection with the city of Pasadena.

C. The corporation shall advise the city with regard to management of the stadium and the golf course until such time as it assumes the authority delineated in an operating agreement with the city.

D. In order to carry out its purpose and functions, this corporation has the following powers:

1. 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.

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

E. 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 of Pasadena.

F. 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.

G. The corporation shall have the authority to adopt and/or certify environmental reviews performed in compliance with the California Environmental Quality Act.

(Ord. 6557 § 2 (part), 1993)

(Ord. No. 7250, § 6, 11-17-2014)