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GHAD BylawsBYLAWS OF THE ENCINITAS GEOLOGIC HAZARD ABATEMENT DISTRICT NO. 1 ARTICLE I NAME The name of this public body shall be the Encinitas Geologic Hazard Abatement District No. 1 (hereinafter referred to as "District" or "GHAD "), a California non - profit public benefit entity organized pursuant to Division 17 of the Public Resources Code of the State of California (Public Resources Code Section 26500 et seq., or the "GHAD law "). ARTICLE II OFFICES SECTION 1. PRINCIPAL OFFICE The principal office for the transaction of activities and affairs of the District is located in the City of Encinitas, County of San Diego, State of California. The Board of Directors may change the principal office within the City of Encinitas from one location to another. Any change of this location shall be noted by the Secretary in these Bylaws, or this section may be amended to state the new location. SECTION 2. OTHER OFFICES The Board of Directors may at any time established branch or subordinate offices at any place or places where the District is qualified to conduct its activities. ARTICLE III GENERAL PURPOSES The general purposes of the GHAD are set forth in the Plan of Control and its amendment which is attached as Exhibit A. The District shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described in the Plan of Control. J \DMS \RJC DIR \0351741 WP Page 1 of 23 ARTICLE IV DEDICATION OF ASSETS The properties and assets of the GRAD are irrevocably dedicated to fulfillment of the Objectives and Purposes of this District as set forth in Article III hereof. No part of the net earnings, properties or assets on dissolution or otherwise, shall inure to the exclusive benefit of any private person or individual, or any member or director of this GHAD except in fulfillment of said General Purposes. On liquidation or dissolution, all properties and assets and obligations shall be distributed pursuant to the laws then in effect. ARTICLE V MEMBERSHIP SECTION 1 QUALIFICATIONS Membership in the GHAD will be determined initially by the City of Encinitas and thereafter by the GHAD Board of Directors in accordance with state law. SECTION 2. FEES AND ASSESSMENTS Fees and assessments will be determined by the GHAD Board of Directors in accordance with state law. Each member of the GHAD must pay, within the time and on the conditions set by the GHAD Board of Directors, the fees and assessments in amounts which may be fixed from time to time by the GHAD Board of Directors. Exceptions may be granted by the GHAD Board of Directors upon good cause following a noticed hearing. SECTION 3. TERMINATION OF MEMBERSHIP (a) Causes of Termination. The membership of any regular member shall terminate only upon dissolution of the GHAD. ARTICLE VI MEETING OF MEMBERS SECTION 1. PLACE OF MEETING Meetings of the membership shall be held at any place within the District designated by the Board of Directors. J: \DMS \RJG DIR \0351741 wP Page 2 of 23 SECTION 2. ANNUAL MEETING The annual meeting of members shall be held (unless the Board of Directors fixes another date and so notifies the members as provided in Section 4 of this ARTICLE), in January. At this meeting, the Directors shall be elected upon expiration of their terms and any other proper business may be transacted, including, but not limited to, subsequent fiscal year assessments. General and Special meetings of members shall be held as ordered by the Directors from time to time as stated below. SECTION 3. REGULAR MEETINGS (a) Regular monthly meetings. Regular monthly meetings may be held on the third Friday of each month or otherwise at the direction of the Board of Directors. (b) Notice of regular meetings. Notice of regular meetings will be provided as set forth in the Bylaws and in accordance with California law. SECTION 4. SPECIAL MEETINGS (a) Authorized persons who may call. A special meeting of the members may be called at any time by any of the following: the Board of Directors, the Chair, or by sixty -six percent (66 %) or more of the members. No business other than the business (the general nature of which was set forth in the notice of the meeting) may be transacted at a special meeting. (b) Meetings called by members. If a special meeting is called by members other than the Chair, the request shall be submitted by such members in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chair, the Vice - Chair, or the Secretary of the District. The officer receiving the request shall cause notice to be promptly given to the members entitled to vote, in accordance with the provisions of Sections 4 and 5 of this ARTICLE VI, that a meeting will be held, and the date for such meeting, which date shall be not less than 10 nor more than 30 days following the receipt of the request. Nothing contained in this subsection shall be construed as limiting, fixing, or affecting the time when a meeting of members may be held when the meeting is called by action of the Board of Directors. SECTION 5. EMERGENCY MEETINGS (a) Emergency meetings. In the event of an emergency, the Chair or Vice Chair may call for a meeting of the Board of Directors as provided for in California law. Notice will be provided of such emergency meeting if permitted by time and circumstances. J \DMS \RJG DIR \0351741 WP Page 3 of 23 SECTION 6. NOTICE OF MEMBERS' MEETINGS (a) General Notice Contents. All notices of meetings of members shall be sent not less than 72 hours or 3 days before the date of the meeting. The notice shall specify the place, date, and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, and no other business may in that case be transacted, or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of giving notice, intends to present for action by the members. (b) Notice of Certain Agenda Items. If action is proposed to be taken at any meeting for approval of any of the following proposals, the notice shall also state the general nature of the proposal. Member action on such items is invalid unless the notice or written waiver of notices states the general nature of the proposal(s): (i) Removing a director without cause; Filling vacancies on the Board of Directors by the members; Amending the Bylaws; and (iv) Voluntarily dissolving the District. (v) Annual or special District assessments. (c) Manner of Giving Notice. Notice of any meeting of members shall be given either personally or by first -class mail, telegraphic or other written communication, charges prepaid, addressed to each member either at the address of that member appearing on the books of the District for the purpose of notice. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram by other means of written communication. (d) Affidavit of Mailing Notice. An affidavit of the mailing or other means of giving any notice of any members' meeting may be executed by the secretary or any other party of the District giving the notice, and if so executed, shall be filed and maintained in the minutes of the District. SECTION 7. QUORUM (a) Percentage required. Fifty -one percent of the members shall constitute a quorum for the transaction of business at a meeting of the members. Fifty -one percent of the members or more may constitute a quorum, if notice of the general nature of the meeting is sent to the members at least seven (7) days before the meeting, said notice complying with the Bylaws provisions governing J \DMS \RJG DIR \0351741 WP Page 4 of 23 the time and manner of giving notice as stated hereinabove in Section 4 of this ARTICLE VI. (b) Loss of Quorum. The members presents at a duly called or duly held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum. Any members' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting or by the Chair. In the absence of a quorum, no other business may be transacted at that meeting, except as provided for in this ARTICLE. SECTION 8. VOTING (a) Eligibility to Vote. Members entitled to vote at any meeting of members shall be members in good standing and shall have paid the current fees and assessments. Each member shall be entitled to cast one vote on all matters submitted to a vote of the members. (b) Manner of Casting Votes. Voting may be by voice or secret ballot, provided that any election of Directors must be by secret ballot by the voting members present at the meeting and who are in good standing. (c) Only Majority of Members Represented at Meeting Required Unless Otherwise Specified. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting, entitled to vote and voting on any matter (other than the election of Directors) shall be the act of the members. (d) Amendment by Members. New Bylaws may be adopted, or the Bylaws may be amended or repealed, by approval of the members Any provision of the Bylaws that requires the vote of a larger proportion of the members than otherwise is required by law, may not be altered, amended, or repealed except by the vote of that greater number. No amendment may extend the term of a director beyond that for which the director was elected. ARTICLE VII ELECTION OF DIRECTORS SECTION 1. NOMINATIONS AND SOLICITATIONS FOR VOTES (a) Nominating Committee. The Chair shall appoint a committee to select qualified candidates for election to the Board of Directors at least 45 days before the date of any election of directors. The Nominating Committee shall make its report at least J:\DMS\RJG DIR \0351741 WP Page 5 of 23 30 days before the date of the election, and the Secretary shall forward to each member, with the notice of meeting required by ARTICLE VI, Section 4, a list of candidates nominated. All nominees must be members in good standing for at least six (6) months before the election. (b) Nominations from the Floor. If there is a meeting to elect directors, any member in good standing present at the meeting, in person, may place names in nomination. Each nominee must be a member in good standing for at least six (6) months before the election. SECTION 2. VOTE REQUIRED TO ELECT DIRECTOR Candidates receiving the highest number of votes shall be elected as Directors. SECTION 3. VOTE SUBJECT TO APPLICABLE LAWS Election of Directors of the GRAD shall be subject to California Public Resources Code section 26583 and all other applicable laws. ARTICLE VIII DIRECTORS SECTION 1. POWERS (a) General Powers. Subject to the provisions of any applicable laws, and subject to any limitations in the Bylaws relating to action required by the members, the activities and affairs of the District shall be managed, and all GRAD powers shall be exercised, by or under the direction of the Board of Directors. (b) Specific Powers. Without prejudice to these general powers, and subject to the same limitations, the Directors shall have the power to: (i) Select and remove all officers, agents, and employees of the GRAD; prescribe any powers and duties for them that are consistent with law and with the Bylaws; and fix their compensation, if any, and require: security bond(s) for faithful performance of their duties. (ii) Change the principal executive office or the principal business office in the District from one location to another within the City of Encinitas. J: \DMS \RJG DIR \0351.741 WP Page 6 of 23 (iii) Borrow money and incur indebtedness on behalf of the District and cause to be executed and delivered for the District's purposes, in the District's name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities. Prior to taking any action exceeding $30,000 (in 1995 and in an amount adjusted thereafter annually by the Consumer Price Index) the Directors shall call a special meeting requiring at least 66% of the members at the special meeting approve of the action. (iv) With not less than 51% vote, adopt, amend, or repeal the Bylaws unless the action would materially and adversely affect the members' rights as to voting or transfer. The Board may not extend the term of a Director beyond that term for which the Director was elected, but may appoint Directors to complete the term of a Director who vacates the Board. (v) Once members have been admitted to the District, the Board may not, without the approval of the members, specify or change any Bylaws provisions that would fix or change the authorized number of Directors. SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS The authorized number of Directors shall be five. Directors must be residents of the State of California and members of the District who own property on the bluff in the City of Encinitas. SECTION 3. ELECTION AND TERM OF OFFICE OF DIRECTORS Commencing after the expiration of the terms of the initial Directors, new Directors shall be elected at each annual meeting of the members to hold office for four years. Each Director, including a Director elected to fill a vacancy or elected at a meeting, shall hold office until expiration of the four -year term. Directors must be residents of the State of California and members of the District who own property on the bluff in the City of Encinitas. In 1998, two Directors will be elected for two -year terms and three Directors will be elected for four -year terms. Thereafter, Directors will be elected for four -year terms. J \DMS \RJC DIR \0351741 WP Page 7 of 23 SECTION 4. VACANCIES (a) Events Causing Vacancy. A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of the following: (i) the death, resignation, or removal of any Director; (ii) the declaration by resolution of the Board of Directors of a vacancy of the office of a Director who has been declared of unsound mind by an order of court or convicted of a crime or moral turpitude or has been found by final order or judgment of any court to have breached a legally imposed duty under California law; (iii) the increase of the authorized number of Directors, or (iv) the failure of the members, at any meeting of members at which any Director(s) is /are to be elected, to elect the number of Directors to be elected at such meeting. (b) Removal. In the event that a Director is absent during his /her elected term from three (3) consecutive Board of Directors' meetings, and the absence has not been excused in advance by the Chair or Vice - Chair, such Director under the vote of the majority of Directors shall be removed from the Board. (c) Resignations. Except as provided in this paragraph, any Director may resign, which resignation shall be effective on giving written notice to the Chair, Secretary, or the Board of Directors, unless the notice specifies a later time for the resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective. No Director may resign when the District would then be left without a duly elected quorum. (d) Vacancies Filled by Members. The members may elect a Director(s ) at any time to fill any vacancy or vacancies not filled by the Directors within 90 days of the effective date of the vacancy. (e) No Vacancy on Reduction of Number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director's term of office expires. SECTION 5. PLACE OF MEETINGS• MEETINGS BY TELEPHONE Regular meetings of the Board of Directors may be held at any place within the District that has been designated from time -to -time by resolution of the Board. In the absence of such designation, regular meetings shall be held at the principal executive office of the District. Special meetings of the Board shall be held at any place within the District that has been designated in the notice of the meeting or, if not stated in the notice, of if there is no notice, at the principal executive office of the District. Notwithstanding the above provisions of this Section 5 of ARTICLE VIII, a regular or special meeting of the J: \DMS \RJC D.. .,351741 WP Page 8 of 23 Board of Directors may be held at any place consented to by all the Board members, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting. SECTION 6. OTHER REGULAR MEETINGS Other regular meetings of the Board of Directors shall be held with notice at such time as shall from time -to -time be fixed by the Board of Directors. Such regular meetings may not be held without notice. SECTION 7. SPECIAL MEETINGS (a) Authority to Call. Special meetings of the Board of Directors for any purpose may be called at any time by the Chair, Vice - Chair, the Secretary, or any two (2) Directors. (b) Notice. (i) Manner of Giving. Notice of the time and place of special meetings shall be given to each Director by one of the following methods: (a) by personal delivery or written notice; (b) by first -class mail, postage paid; (c) by telephone communication, either directly to the Director or including facsimile transmission, to a person at the Director's office who would reasonable be expected to communicate such notice promptly to the Director; or (d) by telegraph, charges prepaid. All such notices shall be given or sent to the Director's address or telephone number as shown in the records of the District. (ii) Time Requirements. Notices shall be sent in accordance with the Ralph M. Brown Act (hereinafter referred to as "the Brown Act "). (iii) Notice Contents. The notice shall state the agenda, time and place for the meeting, and such other information as required by law. J \DMS \RJG DIR \0351741 WP Page 9 of 23 SECTION 8. QUORUM A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 10 of this ARTICLE VIII. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of the California Nonprofit Public Benefit Corporation Law, especially those provisions relating to (i) approval of contracts or transactions in which a Director has a direct or indirect material financial interest, (ii) appointment of committees, and (iii) indemnification of Directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for the meeting. SECTION 9. WAIVER OF NOTICE The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (a) a quorum is present, and (b) either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with the District records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement about the lack of adequate notice. SECTION 10. ADJOURNMENT A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place or the Chair may adjourn the meeting. SECTION 11. NOTICE OF ADJOURNMENT Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than 24 hours, in which case personal notice of the time and place shall be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjournment. SECTION 12. ACTION WITHOUT A MEETING Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, as provided for by law and if all members of the Board, individually or collectively, consent in writing to that action. Such action by consent shall J \DMS \RJC DIR \0351741 WP Page 10 of 23 have the same force and effect as a unanimous vote of the Board of Directors. Such written consent shall be filed with the minutes of the proceedings of the Board. SECTION 13. FEES AND COMPENSATION OF DIRECTORS Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be determined by resolution of the Board of Directors to be just and reasonable. ARTICLE IV COMMITTEES SECTION 1. COMMITTEES OF DIRECTORS The Board of Directors will appoint a chairperson(s) to each of the following Standing Committees of the District: • Insurance • Loans & Grants • Local Coastal Plan • Finance During each term, the Board of Directors by resolution may increase, abolish or modify the Standing Committees. Each Standing Committee shall serve for a term of one (1) year. The duties of each Standing Committee shall be determined by the Directors then in office. At least one Director shall serve on each Standing Committee. The Board of Directors may also, by resolution adopted by a majority of the Directors then in office, designate one or more committees, each consisting of one or more Directors, to serve at the pleasure of the Board. Any committee, to the extent provided in the resolution of the Board, shall have all the authority to recommend action to the Board. SECTION 6. MEETINGS AND ACTIONS OF COMMITTEES Meetings and actions of committees shall be governed by, and held and taken in accordance with, the Brown Act and the provisions of ARTICLE VIII of the Bylaws, concerning meetings of Directors, with such changes in the context of the Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or, if there is none, by resolution of the Committee. J \DMS \RJG DIR \0351741 WP Page 11 of 23 Minutes shall be kept of each meeting of any committee and shall be filed with the District records. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of the Bylaws or the Brown Act. ARTICLE X OFFICERS SECTION 1. OFFICERS The officers of the District shall be a Chair, a Vice - Chair, a Secretary and a Treasurer. The District may also have, at the discretion of the Board of Directors, one Secretary, one Treasurer, and such other officers as may be appointed in accordance with the provisions of Section 3 of this ARTICLE X. Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as the Chairperson of the Board. The District may also have at the discretion of the Board, one assistant Secretary and one assistant Treasurer. SECTION 2. ELECTION OF OFFICERS The officers of the District, except those appointed in accordance with the provisions of Section 3 of this ARTICLE X, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board. Under normal circumstance, no Director shall serve the Board under a contract of employment. SECTION 3. SUBORDINATE OFFICERS The subordinate officers of the corporation shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board. No subordinate officer shall serve the Board under a contract of employment. SECTION 4. REMOVAL OF OFFICERS Subject to the rights, if under any contract of employment, or without cause, by the Board special meeting of the Board. any, of an officer or assistant any officer may be removed, with of Directors, at any regular or SECTION 5. RESIGNATION OF OFFICERS Any officer may resign at any time by giving written notice to the District. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective except if it prevents a quorum of Directors. Any J:\DMS\RJG DIR \0351741 WP Page 12 of 23 resignation is without prejudice to the rights, if any, of the District under any contract to which the officer is a party. SECTION 6. VACANCIES IN OFFICES A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled only in the manner prescribed in the Bylaws for regular appointments to that office. SECTION 7. RESPONSIBILITIES OF OFFICERS (a) Chair. The Chair shall, subject to the control of the Board of Directors, generally supervise, direct and control the activities and the officers of the District. The Chair shall preside at all meetings of the members and at all meetings of the Board of Directors, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws. (b) Vice - Chair. In the absence or disability of the Chair, the Vice -Chair shall perform all the duties of the Chair, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chair. The Vice -Chair shall have such other powers and perform such other duties as from time -to -time may be prescribed respectively by the Board of Directors or the Bylaws. (c) Secretary. The Secretary shall attend to the following: (i) Record of Minutes. The Secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a permanent record of minutes of all meetings and actions of Directors, committees of Directors, and members, with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at such meetings, the number of members present or represented at membership meetings, and the proceedings of such meetings. (ii) Membership records. The Secretary shall keep, or cause to be kept, at the principal executive office, as determined by resolution of the Board of Directors, records of the District members, showing the names of all members, their addresses, and the date they were added to the GHAD. (iii) Notices, seal and other duties. The Secretary shall give, or cause to be given, notice of all meetings of the members and of the Board of Directors required by the Bylaws to be given. The Secretary shall perform such other duties as may be prescribed by the Board of Directors or the Bylaws. (d) Treasurer. The Treasurer shall attend to the following: J: \DMS \RJG DIR \0351741 WP Page 13 of 23 (i) Books of account. The Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the District, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall be open to inspection by any Director at all reasonable times. (ii) Deposit and disbursement of money and valuables. The Treasurer shall deposit all money and other valuables in the name and to the credit of the District with such depositories as may be designated by the Board of Directors; shall disburse the funds of the District as may be ordered by the Board of Directors; shall render to the President and Directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the District; and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws. ARTICLE XI INDEMNIFICATION (i) Right of Indemnity. To the fullest extent permitted by law, this District shall indemnify its past and present directors, officers, employees, and other persons described in Section 5238(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any "proceeding, " as that term is used in that section, and including any action by or in the right of the District, by reason of the fact that the person is or was a person described in that section. "Expenses" as used in this Bylaws, shall have the same meaning as in Section 5238(a) of the California Corporations Code. (ii) Approval of Indemnity. On written request to the Board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations Code, the Board shall promptly determine under Section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of Directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the Board shall promptly call a meeting of members. At that meeting, the members shall determine under Section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or J \DMS \RJG DIR \0351741 WP Page 14 of 23 Section 5238(c) has been met and, if so, the members present at the meeting in person or by proxy shall authorize indemnification. (iii) Advancement of Expenses. To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification in defending any proceeding shall be advanced by the District before final disposition of the proceeding, on receipt by the District of any undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the Director is entitled to be indemnified by the District for those expenses. (iv) Ex enses. The District shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the status as an officer, director, employee, or agent. ARTICLE XII RECORDS AND REPORTS SECTION 1. MAINTENANCE OF DISTRICT RECORDS The District shall keep: (i) Adequate and correct books and records of account; (ii) Written minutes of the proceedings by its members, Board and committees of the Board; and (iii) A record of each member's name, address, and daytime and evening telephone number(s). (iv) No GHAD Director, Officer, committee member, employee or independent contractor having custody of public records, documents, instruments, books, papers, videotape, or photographs cannot, without the approval of the Board of Directors and the written or recorded consent of the GHAD attorney, cause to be destroyed any or all of the public records, documents, instruments, books, papers, videotape or photographs. SECTION 2. INSPECTION RIGHTS Any member of the District may: (i) Inspect and copy the records of members' names and addresses during usual business hours on five day's prior written demand on the District, stating the purpose for which the inspection of rights are required, or J \DMS \RJG DIR \0351741 WP Page 15 of 23 (ii) obtain from the Secretary of the District, on written demand and on the tender of the Secretary's usual charges for such a list, if any, a list of names and addresses of members who are entitled to vote for the election of directors, and their voting rights, as of the most recent record date for which that list has been compiled, or as of a date specified by that member after the date of demand. The demand shall state the purpose for which the list is required. This list shall be made available to any such member by the Secretary on or before the later of 10 days after the request is made or the date specified in it as the date by which the list is to be compiled. Any inspection and copying under this section may be made in person or by an agent or attorney of the member, and the right of inspection includes the right to copy and make extracts. SECTION 3. MAINTENANCE AND INSPECTION OF BYLAWS The District shall keep at its principal executive office or place of business, the original or a copy of the and Bylaws as amended to date, which shall be open to inspection by the GRAD members at all reasonable times during office hours. SECTION 4. MAINTENANCE AND INSPECTION OF OTHER DISTRICT RECORDS The accounting books, records, and minutes of proceedings of the members and the Board of Directors, and any committee(s) of the Board of Directors shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the District. The minutes and records shall be kept either in written or typed form or in any other form capable of being converted into written, typed, or printed form. The minutes and accounting books and records shall be open to inspection on the demand of any member, at any reasonable time during usual business hours, for a purpose reasonably related to the member's interests as a member. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary District of the District. SECTION 5. INSPECTION BY DIRECTORS Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the District. This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents. J \DMS \RJC DIR \C351 141 WP Page 16 of 23 SECTION 6. ANNUAL REPORTS The Treasurer of the District shall provide to the Directors, and to those members who request it in writing, within 120 days of the close of the fiscal year, a report containing the following information in reasonable detail: (1) the assets, liabilities and any voluntary assessment district funds of the District as of the end of the fiscal year. (2) the principal changes in assets and liabilities, during the fiscal year. (3) the revenue or receipts of the District, both unrestricted and restricted to particular purposes, for the fiscal year. (4) the expenses or disbursements of the District, for both general and restricted purposes, during the fiscal year. ARTICLE XIII CONSTRUCTION AND DEFINITIONS Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the GHAD law shall govern the construction of the Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the District No. 1 and the term "person" includes both the District and a natural person. J:\DMS\RJG DIR \0351741 WP Page 17 of 23 EXHIBIT "A" Z -NC =NI TAS BLUFFS GriAD PLAN OF CONTROL C i V As determined by a corpetent soils and geotechnical engineer, the eres .Ic n =r=blem of the Encinitas bluffs is of a geotechnical nature, and has been determined to be a geal--gyc ha7,ard. The hazard is a combined series of events which, taken tcaet q er, create a condition which requires immediate response Erosion is a parm of the natural deterioration of she --iuf= in total. However, the lower bluff is being constantly er.ce_ :.•� the f_ucrosati;;Q '-de and t_te effect of the cobbles away t ie lower bluff materials whic ; are for a__ _..m =r.ms and purposes a cemented sandstone. The lower bluffs appe_= ze solid and lock stable; however, these materials have SCVer r=_sZures _c� _oratio ^'n' . are creatinc their deter; n. The ze_nc, as prev,cus -7 mentioned, the continuing erosion due tc -:e ccobie and wave acm -on. As can be noted, throughout the lower blot_ area, there are numerous vertical or near- vertical Ic issur =_s or crac s throughout port_ons of the lower bluff. These are =_ssanmial_y weakened planes which may fail in the form of a bloc; _fau_t, this is either due to the sheer gravity and lack of mai:,taj:; "6 near- irer_icai configuration or it can also ce a combined event with excessive rains, deter'- oration of the case smsbility due to the wave action and possibly due to pare - re =sores _n c -rmaIn areas of the bluffs where ground water and natur a_ water migration creates additional lateral forces why c : _ar.d to cause these blocks of lower bluff cemented sandstone to fail and tepale onto the each. the causes of erosion and the associated failures In =-"-e :cover bluff, is common far the mid -bluff to then follow �n a =an de t_,'Pe cf failure which essentially is due to the lac== c= suPP °r= after the lower bluff has deteriorated to such a oo_n—_ ._.a _ Is has fa__e, , chus causing the fal e _ __ur within the J \DMS \RJG.DZR \0351741 WP Page 18 of 23 mid -bluff zone. Mid - bluffs are generally composed of terrace sands which are moderately cemented and have very little resistance (lack of cohesion) to the landslide type of failure. In addition to the potential landslide consideration within the mid-bluff, there is a continuing erosion due to the winds and natural weathering of these mid - slopes due to rains and other natural causes; unfortunately these are frequently accelerated due to the acts of uncontrolled irrigation waters which have tended, in some instances, to have failed in an extensive and razher catastrophic manner. This was noted in and around the area of the stone steps at South E1 Portal. Mitigating measures have been discussed over the past several vear- and include the various t,,-pes of lower bluff support. the best and :,cost acceptable solution is to construct a str�ct:r�i support, with as little impact an the beach as pcss -ble, by means of placing the wall against the slopes. Generally this is done with a shat- creteing (air blown or pneu=at_cally placed concrete) or other means. Frequently additional lateral support is gained by the introduction of earth anc::crs or rock bolts. with the support reestablished in the lower bluff area, the mid - bluffs will maintain a certain degree Of stab17 -ty, as the potential for landsliding is appreciably rec•.:cad with the inclusion of a lower bluff support. In the areas where the mid -slope soils reach slope ratios on the order of 3-2 to 38 degrees from the horizontal, various landscaping and slope stabilization procedures can be initiated. In areas of moderate slope inclination, a jute -:oat will suffice with a well-chosen ground cover which will eventually develop deem roots which will tend to stabilize the terrace sand bluff. In the event the conditions are somewhat worsened due to a steeper slope, the inclusion of a geogrid system will provide the support necessary for the materials to maintain stability in a steecer slope ratio. J \DMS \RJG.DIR \0351741.WP Page 19 of 23 The solution to upper bluff distress and ultimate failure is a combined effort which would be the inclusion of a lower bluff stabll -zinc system with whatever methods are necessary to maintain a degree of stability within the mid - bluffs. Usually with these tao systems in place, the upper bluff or top of slope will generally remain stable. In the event instability reaches the upper bluff portions the support system may consist of numerous lateral supporting facilities such as caissons with tie- _ bats, surface support of the impacted area or other methods whit: provide a structural solution to provide lateral support not only to the upper bluff but to the improvements within the imr.,ediata proximity of the horizontal portion of each property. .�etods cf repair will be as discussed In the 'Weiser Kling Repert, dated .;anuary 24, 1994 and accepted by the Cit• Enc! n-_as C� y or t., Czuncil on rune 22, ;994. This report is tit-ed, "C�t.� cf Encinitas General Plan," and is identified as Project NO. PIN 97131 -00, Beach Bluff Erosion Tec finical Report. Alternate strsc=urai systems designed by qualified engineers are also an integral part of repair solutions. Essentia -71v the premise of the repair relates to the lowe_ r r bluf_ (beat^ level; to x-12 [plus or Minus') sea wall which will stac�l_ze the lower reaches of the sea bluff. This syste:s is also vi.tai with regard to :mitigating lower bluff continued erosion ( "shingle abrasion,,) Sid bluff systems may vary and mitigating measures may include, but not be limited to these solutions: mid bluff landscape, Gatti. ^.g integral with the slope planting erosion control devices 1C� ` whit: -ay be mid slope retaining devices of various types of surface =etheds to insure resistances to wind and sea continued erosion. Upper bluff conta.innent devices are many and are dependent on the extent =f duff ton stabilit•: J:\DMS\RJG DIR \0351741 WP Page 20 of 23 End of wall terminus points must be designed to minimize increased lower bluff deterioration within the adjacent property. Design methods must include design provisions which are capable of mitigating the end of wall impact. The GHAD area is proposed to initially extend from 312 Neptune Ave. to 638 Neptune Ave. This area specifically is addressed in the previously identified report by Zeiser Kling as Appendix C "Typical Section, Moonlight Beac through North Leucadia Sub Unit." Additionally this initial GRAD group is discussed within paragraph 4.0, "Alternate Shoring Protection Concepts," pages 68 through 90. . =ediate remedial construction is required at the lower bluff faces due to the extensive erosion which is currently causing_ random black faulting and associated distress. This action further reduces mid -bluff stability resulting in lose sand through rotational and or block failures. This mechanism further jeopardizes the upper bluff top stability, which creates significant loss to private lands and their improvements and to certain areas of public lands (i.e. North E1 Portal and Neptune). The above described mitigating measures will avert the immediate severe erosion and will help prevent further Erosion for an extended period. Funding is through the develom=ent of the assessment district (CHAD) in which the affected property owners contribute their share of expense. Estimated construction and maintenance costs for mitigating measures are as follows: For lower bluff: construction of wall at $1200 per linear foot to elevation 15', with bedrock. at -6' for an overall 21, hiah J:\DMS\RJG DIR \0351741 WP Page 21 of 23 wall. Maintenance annually from zero to five years is $6 per linear foot and for years five through ten, $15 per linear foot. For upper bluff: ccnstruction of wall at $1900 per linear foot. Maintenance annually from zero to five years is $2 per linear foot and for years five through ten, $8 per linear foot. For :yid -bluff region, construction costs vary from $3 to $4.50 per square surface foot. Maintenance annually from zero to five years is 9 cents per square surface foot and for years five t.trcu a +' n, 14 cents _ quare surface foot. C:lar -es Randle, p, Date R. C. Z. ;0'C -22096 —�\ CZ 9y c i a T,` Q Ho. C22096 R' y—, Ec. aaM 913aX CIVIL 9rF �F CALIF��� J \DMS \RJG.DIR \0351741.WP Page 22 of 23 EXHIBIT C NCINITAS BLUFFS GHAD PLAN OF CONTROL I T• C2 As determined by a competent soils and geotechnical engineer, the erosion problem of the Encinitas bluffs is of a geotechnical nature, and has been determined to be a geologic hazard. The geologic hazard is a combined series of events which, taken together, create a condition which requires immediate response (mitigation). Erosion is a part of the natural deterioration of the bluff in total. However, the lower bluff is being constantly eroded by the fluctuating tide and the effect of the cobbles continually wearing away the lower bluff materials which are for all intents and purposes a cemented sandstone. The lower bluffs appear to be solid and look stable; however, these materials have several pressures which are creating their deterioration. The first being, as previously mentioned, the continuing erosion due to the cobble and wave action. As can be noted, throughout the lower bluff area, there are numerous vertical or near - vertical fissures or cracks throughout portions of the lower bluff. These are essentially weakened planes which may fail in the form of a block fault; this is either due to the sheer gravity and lack of strength to maintain their near - vertical configuration or it can also be a combined event with excessive rains, deterioration of the base stability due to the wave action and possibly due to pore pressures in certain areas of the bluffs where ground water and natural water migration creates additional lateral forces which tend to cause these blocks of lower bluff cemented sandstone to fail and topple onto the each. In addition to the causes of erosion and the associated failures in the lower bluff, it is common for the mid -bluff to then follow in a landslide type of failure which essentially is due to the lack of support after the lower bluff has deteriorated to such a point that is has failed, thus causing the failure within the mid -bluff zone. Mid - bluffs are generally composed of terrace sands which are moderately cemented and have very little resistance (lack of cohesion) to the landslide type of failure. In addition to the potential landslide consideration within the mid - bluff, there is a continuing erosion due to the winds and natural weathering of these mid- slopes due to rains and other natural causes; unfortunately these are frequently accelerated due to the acts of uncontrolled irrigation waters which have tended, in some instances, to have failed in an extensive and rather catastrophic manner. This was noted in and around the area of the stone steps at South E1 Portal. Mitigating measures have been discussed over the past several years and include the various types of lower bluff support. Possibly the best and most acceptable solution is to construct a structural support, with as little impact on the beach as possible, by means of placing the wall against the slopes. Generally this is done with a shot - creteing (air blown or pneumatically placed concrete) or other means. Frequently additional lateral support is gained by the introduction of earth anchors or rock bolts. With the support reestablished in the lower bluff area, the mid - bluffs will maintain a certain degree of stability, as the potential for landsliding is appreciably reduced with the inclusion of a lower bluff support. In the areas where the mid -slope soils reach slope ratios on the order of 32 to 38 degrees from the horizontal, various landscaping and slope stabilization procedures can be initiated. In areas of moderate slope inclination, a jute -mat will suffice with a well- chosen ground cover which will eventually develop deep roots which will tend to stabilize the terrace sand bluff. In the event the conditions are somewhat worsened due to a steeper slope, the inclusion of a geogrid system will provide the support necessary for the materials to maintain stability in a steeper slope ratio. The solution to upper bluff distress and ultimate failure is a combined effort which would be the inclusion of a lower bluff stabilizing system with whatever methods are necessary to maintain a degree of stability within the mid- bluffs. Usually with these two systems in place, the upper bluff or top of slope will generally remain stable. In the event instability reaches the upper bluff portions the support system may consist of numerous lateral supporting facilities such as caissons with tie- _ backs, surface support of the impacted area or other methods which provide a structural solution to provide lateral support not only to the upper bluff but to the improvements within the immediate proximity of the horizontal portion of each property. Methods of repair will be as discussed in the Zeiser Kling Report, dated January 24, 1994 and accepted by the City of Encinitas City Council on June 22, 1994. This report is titled, "City of Encinitas General Plan," and is identified as Project No. PN 93181 -00, Beach Bluff Erosion Technical Report. Alternate structural systems designed by qualified engineers are also an integral part of repair solutions. Essentially the premise of the repair relates to the lower bluff (beach level; -6 to +12 (plus or minus]) sea wall which will stabilize the lower reaches of the sea bluff. This system is also vital with regard to mitigating lower bluff continued erosion ( "shingle abrasion "). Mid bluff systems may vary and mitigating measures may include, but not be limited to these solutions: mid bluff landscape, matting integral with the slope planting, erosion control devices which may be mid slope retaining devices of various types of surface methods to insure resistance to wind and sea continued erosion. Upper bluff containment devices are many and are dependent on the extent of bluff top stability. End of wall terminus points must be designed to minimize increased lower bluff deterioration within the adjacent property. Design methods must include design provisions which are capable of mitigating the end of wall impact. The GRAD area is proposed to initially extend from 312 Neptune Ave. to 638 Neptune Ave. This area specifically is addressed in the previously identified report by Zeiser Kling as Appendix C "Typical Section, Moonlight Beach through North Leucadia Sub Unit." Additionally this initial GRAD group is discussed within paragraph 4.0, "Alternate Shoring Protection Concepts," pages 68 through 90. Immediate remedial construction is required at the lower bluff face due to the extensive erosion which is currently causing random block faulting and associated distress. This action further reduces mid -bluff stability resulting in lose sand through rotational and or block failures. This mechanism further jeopardizes the upper bluff top stability, which creates significant loss to private lands and their improvements and to certain areas of public lands (i.e. North E1 Portal and Neptune). The above described mitigating measures will avert the immediate severe erosion and will help prevent further erosion for an extended period. Funding is through the development of the assessment district (GRAD) in which the affected property owners contribute their share of expense. Estimated construction and maintenance costs for mitigating measures are as follows: For lower bluff: construction of wall at $1200 per linear foot to elevation 151, with bedrock at -6' for an overall 21' high wall. Maintenance annually from zero to five years is $6 per linear foot and for years five through ten, $15 per linear foot. For upper bluff: construction of wall at $1900 per linear foot. Maintenance annually from zero to five years is $2 per linear foot and for years five through ten, $8 per linear foot. For mid -bluff region, construction costs vary from $3 to $4.50 per square surface foot. Maintenance annually from zero to five years is 9 cents per square surface foot and for years five throu n, 14 cents quare surface foot. AA -11 —7,,, Charles J. Randle, P.E. Date R.C.E. #C -22096 - �FESS /04 JOHN el del ti Q 9,y Gam', CM c'' No. C22096 "' ExP. Date 9/307 � CIVIL \Q' �TFOF CAOF r The Plan of Control delivered as part of the petition should be amended at the time of the establishment of the GHAD to include the following: 1. The Plan of Control may not be amended or rescinded without the prior written consent of the City Council of the City of Encinitas. 2. The Abatement District shall, upon receipt of a petition from the owners of property located in the City of Encinitas along the bluff fronting the Pacific Ocean, annex such properties to the Abatement District. 3. The construction or installation of any improvements by, on behalf of or under the direction and control of the Abatement District shall be subject to the same permit or approval requirements of the City of Encinitas as if such improvements were to be constructed or installed by or for any private person or other public agency. 4. The boundaries of the Abatement District as proposed to be initially formed shall be amended to include those properties west of Neptune Avenue and east of the High Tide Line, beginning at 312 Neptune Avenue in the south to and including 560 Neptune Avenue in the North.