MEETING DATE:
MAY 27, 2025
SUBJECT:
Title
SAN MARCOS COMMUNITY FOUNDATION BYLAWS AMENDMENTS
Body
Recommendation
Recommendation
NOTE AND FILE the San Marcos Community Foundation Bylaws amendments, and update the April 2025 declaration of vacancies to include one alternate position for the San Marcos Community Foundation.
Body
Board or Commission Action
The San Marcos Community Foundation Board of Directors approved updated and amended Bylaws at its Board meeting on May 20, 2025 by a 6 - 0 vote, with Board Member Crain absent.
Relevant Council Strategic Theme
Good Governance
Executive Summary
The City Council established the San Marcos Community Foundation (Foundation) on June 10, 1988. The Foundation Board currently has seven (7) members. The recent amendment to the Bylaws provided for the addition of one (1) alternate member to the Foundation Board, updated the Bylaws to align with the California Corporations Code and the Ralph M. Brown Act, removed unnecessary language that currently appears in the Bylaws, and requires the Foundation to secure the City Council’s consent in the event it wishes to amend the Bylaws in future to remove or amend provisions relating to the City Council appointment of Board Members or the provision concerning indemnity issues in the event the Board is unable to reach a quorum.
The declaration of vacancies which was approved at a Regular City Council meeting on April 22, 2025, will be updated to reflect the vacancy for the alternate member of the Foundation. The City Council is scheduled to conduct the appointment process at the City Council meeting on Tuesday, June 24, 2025.
Discussion
The San Marcos Community Foundation is guided by Bylaws initially adopted on October 27, 1987. The Bylaws provide, among other things, that the Foundation shall consist of seven (7) members. The Bylaws do not currently address alternates serving on the Foundation. The Foundation would benefit from having one (1) alternate appointed to the Foundation to provide increased public participation on the Foundation and to provide a larger panel of Directors available to serve to help ensure the Foundation has an available quorum to conduct its business. A redlined version of the changes made by the update to the Bylaws is attached, as is a clean version of the same.
The amendments approved by the San Marcos Community Foundation amend the Bylaws to add one (1) alternate to the Foundation and make other conforming changes to the Bylaws. Certain changes ensure that any proposed amendment relating to the appointment of Board Members would require City Council approval. The San Marcos Community Foundation Board approved the updated and amended bylaws at their board meeting on May 20, 2025 with a 6 - 0 vote with Board Member Crain absent.
The alternate position will be added to the declaration of vacancies and will be filled at the June 24, 2025 City Council meeting.
Environmental Review
The San Marcos Community Foundation amendments to its Bylaws do not have the potential to cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, and therefore does not constitute a “project” as defined by Public Resources Section 21065, and is exempt from CEQA or other environmental review pursuant to CEQA Guidelines section 15060(c)(3).
Fiscal Impact
No direct costs are associated with the San Marcos Community Foundation’s amendment of its Bylaws.
Attachment(s)
San Marcos Community Foundation Bylaws (redlined)
San Marcos Community Foundation Bylaws (Clean)
Submitted by: Micki Olinger Chavez, Deputy City Clerk
Approved by: Michelle Bender, City Manager