2014-09-23 Amended ByLaws
BYLAWS
OF THE
ENCINITAS RANCH GOLF AUTHORITY
AMENDED SEPTEMBER 23, 2014
ARTICLE I
NAME AND STATUS
SECTION 1. NAME. The name of this body shall be the Encinitas Ranch Golf Authority
(“ERGA” hereinafter), a California Joint Powers Authority formed pursuant to Article 1 of
Chapter 5 of Division 7 of Title 1 of the Government Code by the City of Encinitas (“City”
hereinafter) and the San Dieguito Water District (“SDWD” hereinafter) (“Members”
collectively) under an agreement entered into by and between City and SDWD (“Agreement”
hereinafter).
SECTION 2. STATUS. ERGA is a public entity separate and apart from City and SDWD.
ARTCLE 2
PURPOSES AND POWERS
SECTION 1. PURPOSES. The general purpose of the ERGA is to provide for the financing
for the acquisition, construction and improvement of the Golf Course, as well as the operation,
management and maintenance of the Golf Course. The Bylaws are intended to implement, and
not amend or be in conflict with, the Agreement.
SECTION 2. POWERS.
A. General Powers. ERGA shall exercise the powers granted to it under the
Joint Powers Law, including but not limited to the powers set forth in the Bond Act and the
powers common to each of the Members, as may be necessary to the accomplishment of the
purposes herein, subject to the restrictions set forth herein.
B. Specific Powers. ERGA is hereby authorized, in its own name, to do all acts
necessary for the exercise of the foregoing powers, including but not limited to any or all of the
following:
1.To make and enter into contracts;
2.To acquire, construct, manage, maintain and operate the Golf Course;
3.To sue and be sued in its own name;
4.To issue Bonds and otherwise to incur debts, liabilities or obligations;
5.To apply for, accept, receive and disburse grants, loans and other
assistance from any agency of the United States of America or of the State
of California.
6.To invest any money in the treasury pursuant to Section 6505.5 of the
Joint Powers Law that is not required for the immediate necessities of
ERGA, as ERGA determines is advisable, in the same manner and upon
the same conditions as local agencies, pursuant to Section 53601 of the
Government Code of the State of California, and may be commingled with
the City’s money for purposes of investment; and
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7.To make and enter into agreements, assignments and other documents of
any nature whatsoever as may be necessary or convenient in the exercise
of its powers hereunder or under the Joint Powers Law.
SECTION 3. RESTRICTIONS ON EXERCISE OF POWERS. The powers of ERGA shall
be exercised in the manner provided in the Joint Powers Law and in the Bond Act, and, except
for the exercise of those powers set forth in the Bond Act, shall be subject (in accordance with
Section 6509 of the Joint Powers Law) to the restrictions upon the manner of exercising such
powers that are imposed upon the City in the exercise of similar powers.
SECTION 4. NON-LIABILITY OF MEMBERS AND DIRECTORS FOR OBLIGATIONS
OF ERGA. The debts, liabilities and obligations of ERGA shall not be the debts, liabilities
and obligations of any of the Members. No member, officer, agent or employee of ERGA shall
be individually or personally liable for the payment of the principal, premium or interest on any
obligations of ERGA or be subject to any personal liability or accountability by reason of any
obligations of ERGA; but nothing herein contained shall relieve any such member, officer, agent
or employee from the performance of any official duty provided by law or by the instruments
authorizing the issuance of any obligations of ERGA.
SECTION 5. BYLAWS. As the Board may deem necessary or advisable, the Board may
adopt, by resolution, from time to time, bylaws that implement the Agreement by providing for
the conduct of its business and designating the duties of the officers and staff of ERGA.
ARTICLE III
DIRECTORS
SECTION 1. DIRECTORS. There are two categories of Directors.
A. Category 1. The following are Category 1 Directors who hold office on the
ERGA Board by virtue of their position with the City, as follows:
1.City Manager of City;
2.City Engineer of City; and
3.Parks & Recreation Director of City.
B.Category 2.
1.To be qualified to be a Category 2 Director, the person:
a.Must be either a citizen living in Encinitas or an owner or an
employee of a business operating in Encinitas; and
b.Must not have a direct or indirect financial connection with the
Carltas Company or other representatives of the Developer, as
defined by the Political Reform Act and the Act’s implementing
regulations.
2.Category 2 Directors hold office by virtue of a written appointment, filed
with the Secretary of the Board, and serve at the pleasure of the appointing
authority for a four year term, as follows:
a.Appointee of the City Manager; and
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b.Appointee of Carltas Company or its successor.
SECTION 2. CARLTAS REPRESENTATIVE. A non-voting representative of the Carltas
Company, appointed by the Carltas Company, or its successor, shall be entitled to receive notices
of all Board meetings and to discuss with the Board all items of Board business. This appointee
may be an employee of the Carltas Company. The specific intent of this provision is to provide
direct input to ERGA on the various issues related to the Golf Course based upon the unique
relationship between the ERGA and the Carltas Company created by the Encinitas Ranch
Development Agreement.
SECTION 3. ERGA ACTIONS.
A.The power and authority to direct the actions of ERGA reside in the votes of a
majority of the Directors on the ERGA Board.
B.The affirmative votes of at least a majority of the Directors at any meeting at
which a quorum is present shall be required to take any action by the Board.
SECTION 4. COMPENSATION AND REIMBURSEMENT.
A.Category 1 shall not receive compensation from ERGA for their services on
ERGA’s Board.
B.Category 2 Directors shall receive from ERGA $100.00 for each regular
meeting of the ERGA Board of Directors attended, if any, but in no event more than two
meetings in a calendar month.
C.The Carltas Representative shall not receive compensation from ERGA for
service with ERGA’s Board.
D.Directors, the Carltas Representative and ERGA’s other officers and staff may be
reimbursed by ERGA for the reasonable expenses necessarily and actually incurred on behalf of
ERGA.
SECTION 5. FAMILIARITY WITH GOLF COURSE.
In order to remain familiar with the conditions of the facilities, each Director and the
Carltas Representative shall be provided by ERGA with six (6) non-fee rounds of golf each
calendar year at the Golf Course. This entitlement is not assignable, in whole or in part.
ARTICLE IV
BOARD MEETINGS
SECTION 1. MEETINGS. All meetings of the Board of Directors shall be noticed and
conducted in accordance with the Brown Act.
SECTION 2. REGULAR MEETINGS.
A. Schedule. Regular meetings shall be held on the fourth Tuesday of each
month at 4:30P.M.
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B. Location. Meetings of the Board shall be held at the Encinitas Ranch Golf
Course Clubhouse located at 1275 Quail Gardens Drive, Encinitas, CA 92024, unless
notification is posted of an alternative meeting site.
ARTICLE V
OFFICERS
SECTION 1. OFFICERS ELECTED BY BOARD.
The Board of Directors shall elect a
chair and vice chair who shall serve subject to the pleasure of the Board.
A. Chair. The Chair shall, subject to the control of the Board of Directors, generally
ERGA
supervise, direct and control the activities and the officers of the . The Chair shall preside
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.
SECTION 2. OTHER OFFICERS AND STAFF.
City agrees to provide professional
and administrative staff to support the activities of the Board, and shall be reimbursed by ERGA
for the actual costs of providing such support. Said staff shall perform such functions as shall be
customary in the exercise of such positions, and as may be more specifically provided by the
Board or in the Bylaws.
SECTION 3. OFFICERS PROVIDED BY CITY
A.Auditor.
1.Pursuant to Section 6505.5 of the Joint Powers Law, the Finance
Manager/Investment Officer of the City, or his/her designee, is hereby
designated as the Auditor of ERGA with authority to draw warrants to pay
demands against ERGA when the demands have been approved in
accordance with the procedure the same or similar to the procedure
established by the City. The Auditor shall assure that there shall be strict
accountability of all funds and reporting of all receipts and disbursement
of ERGA.
2.The Auditor 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
ERGA, 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.
B.ERGA Manager.
1. The ERGA Board may from time to time, as needs dictate, appoint a
Manager.
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2. The ERGA Manager shall: (a) assist the Board in accomplishing its
responsibilities; (b) carry out the directions of the Board of Directors; and (c) coordinate the
efforts of the officers and staff provided by the City.
C. General Counsel. The City Attorney of the City shall serve as the General
Counsel of ERGA.
D. Secretary.
,
1.The City Clerk of the Cityor his/her designee, shall serve as the
Secretary of ERGA.
2. The Secretary shall prepare meeting agendas and give, or cause to be
given, notice of all meetings of the Board of Directors as required by law.
3.The Secretary shall keep or cause to be kept, at ERGA’s principal
executive office or such other place as the Board of Directors may direct, minutes of all meetings
and actions of the Board of Directors and committees of the Board, with the time and place of
holding, whether regular or special, the notice given, the names of those Board Members present
at such meetings, and the actions taken.
4.The Secretary shall perform such other duties as may be prescribed by the
Board of Directors.
E.Treasurer.
1.Pursuant to Section 6505.5 of the Joint Powers Law, Treasurer of the City
or his/her designee is hereby designated as the Treasurer of ERGA who
shall be the depositary. The Treasurer shall have the duties and
obligations set forth in Section 6505.5 of the Joint Powers Law.
2.Pursuant to Section 6505.1 of the Joint Powers Law, the Treasurer shall
have charge of, handle and have access to all property of the ERGA and all records of the ERGA
relating thereto. The Treasurer shall file an official bond or cause the duties of Treasurer of
ERGA to be covered by the official bond provided as Treasurer of the City in an appropriate
amount to be hereafter determined.
3.The Treasurer shall deposit all money and other valuables in the name and
to the credit of the ERGA with the investment pool of the City; shall disburse funds as may be
ordered by the Board of Directors; shall present periodic records of financial condition as the
Board may request; and shall have other powers and perform such other duties as may be
prescribed by the Board or the Bylaws.
4.To the extent not covered by the duties assigned to a trustee chosen by the
Board, the Treasurer shall establish and maintain such funds and accounts as may be required by
good accounting practice or by any provision of any trust instrument entered into with respect to
the proceeds of any Bonds issued by ERGA. The books and records of ERGA in the hands of a
trustee or the Treasurer shall be open to inspection at all reasonable times by any Director. The
trustee appointed under any trust agreement shall establish suitable funds, furnish financial
reports and provide suitable accounting procedures to carry out the provisions of said trust
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agreement. Said trustee may be given such duties in said trust instruments as may be desirable to
carry out the Agreement.
5. The Treasurer shall provide to the Board of Directors an annual audit
prepared concurrently with the City audit containing information in essentially the same level of
detail and format as that used for the City.
SECTION 4. BONDS FOR OFFICERS AND STAFF. Pursuant to Section 6505.1 of the
Joint Powers Law, the Board shall designate to be bonded those officers and other staff persons
of ERGA who have charge, handle or have access to any records, funds, accounts or other assets
of ERGA; shall designate the amounts of such bonds; and shall expend the money to acquire
such bonds.
ARTICLE VI
INSURANCE
ERGA shall take all actions necessary to obtain insurance coverage through the resources
of City. Such insurance shall cover public liability, property, director’s errors and omissions
and other policies determined to be appropriate by the Board. City employees operating as
agents of the ERGA shall be afforded all coverage provided through their duties with the City.
ARTICLE VII
CONFLICT OF INTEREST
Category 1 and 2 Directors, together with the officers and staff provided by the City, are subject
to the disclosure and disqualification provisions of the Political Reform Act.
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