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.
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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.
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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.
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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
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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
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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.
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(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.
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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
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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.
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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
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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.
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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
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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:
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(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
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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.