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EMPOWER SANTA ANA CORPORATION* BOARD <br /> Minutes of Regular/Organizational Meeting <br /> August 4, 1999 <br /> <br />CALL TO ORDER <br />The meeting was convened at 7:38 a.m. in the Santa Aha Unified School District Board Room at <br />1601 East Chestnut Street, Santa Ana. <br /> <br />SELF-INTRODUCTIONS/ATTENDANCE <br />The following Board Members were present: Armijo, Avila, Bracho, Burrier-Lund, Cibrian, <br />Cong, Davis, Dietz, Fogarty, Garza, Haynes, Hernandez, Leaman, Magdalena, Martinez, <br />Metzler, Mijares, Ream, Richardson, and Zaragoza. <br /> <br />The following Board Members were absent: Henley and Yanez. <br /> <br />Staff present were: Executive Director Nelson, Acting General Counsel Kaufman, <br />Empowerment Zone Manager Schindler, Economic Development Manager Nunn, and Secretary <br />Guy. <br /> <br />ROLE OF BOARD <br />Executive Director Cindy Nelson provided an overview of the formation of the Empo~ver Santa <br />Ana Corporation and explained its Board of Directors was composed of individuals who <br />represented the community served. She indicated the Board's role was to oversee and manage <br />Zone operations, and its primary function to receive input from Zone committees and make <br />policy and funding decisions based on that input. <br /> <br />*ARTICLES OF INCORPORATION <br />Acting General Counsel Ben Kaufman reported the Corporation would be established as a non- <br />profit, public and charitable benefit corporation under California law with tax-exempt status <br />under Internal Revenue Code section 501(c)(3). He noted "Empower Santa Ana" had been taken <br />by another party prior to the City's application for that name, thus the corporation would form <br />under "Santa Aha Empowerment Corporation." <br /> <br />Kaufman indicated the Corporation was required to comply with the Brown Act ("open <br />meetings" law), and that Directors would be held liable for decisions and needed to follow <br />conflict of interest rules for recipient organizations. He commented that once the Articles of <br />Incorporation were approved, the Corporation could elect officers and adopt by-laws. <br /> <br />WORK PLAN <br /> A. BY-LAWS <br /> Directors Hemandez, Metzler, and Richardson volunteered to serve on a By-Laws <br /> Task Fome. <br /> <br />OPERATING AGREEMENT <br />Directors Armijo, Garza, and Ream volunteered to serve on a task force to <br />develop an operating agreement with the City, since the City is the actual grant <br />recipient and responsible for distributing funds to the Corporation. Nelson <br />indicated that while the City was currently staffing the Zone, the Corporation <br />could employ its own staff. <br /> <br />SANTA ANA EMPOWERMENT CORPORATION 1 AUGUST 4, 1999 MINUTES <br /> <br /> <br />