Loading...
HomeMy WebLinkAboutReappoint - K. Kelly - Joslyn CenterCITY OF PALM DESERT CITY CLERK DEPARTMENT STAFF REPORT REQUEST: REAPPOINTMENT OF CITY OF PALM DESERT REPRESENTATIVE KATHLEEN KELLY TO THE JOSLYN CENTER BOARD OF DIRECTORS FOR A TWO-YEAR TERM TO JUNE 30, 2017, PURSUANT TO JOSLYN CENTER BYLAWS, ARTICLE VI, SECTION 2, AND ARTICLE VII, SECTION 3, RESPECTIVELY SUBMITTED BY: City Clerk on behalf of City Manager John M. Wohlmuth DATE: June 11, 2015 CONTENTS: • Staff Report • Kathleen Kelly E-mail of May 26, 2015 • Joslyn Center Bylaws • Approved June 27, 2013, Staff Report Recommendation By Minute Motion, reappoint City of Palm Desert Representative Kathleen Kelly to the Joslyn Center Board of Directors, for a two-year term, July 1, 2015 - June 30, 2017, pursuant to Joslyn Center Bylaws, Article VI, Section 2, and Article VII, Section 3, respectively. Background At the Council's regular meeting of June 27, 2013, it appointed Kathleen Kelly to be its representative to the Joslyn Center Board of Directors for a two-year term, ending June 30, 2015. She has been a very welcome addition to the Board and served as President this past year, being asked to serve in this capacity another year, should she be reappointed by the City. Ms. Kelly has indicated both her willingness and desire to continue serving by her e-mail dated May 26, 2015, attached. According to the bylaws referenced above, Directors' terms of office shall be two years, with extension to the City's representative's term of office allowed for an additional two, two-year terms. Reappointing Ms. Kelly at this time would represent the first term extension. Your approval is, therefore, recommended in order that she may continue serving the Board as its President without a break in service. Fiscal Analysis There is no fiscal impact incurred by making the requested reappointment to the Joslyn Board. Submitted by: Ap M. Wohlmuth, City Manager ents (as noted) Klassen, Rachelle Subject: FW: Joslyn Board From: Kathleen Kelly[mailto:kmkelly27(a)hotmail.com] Sent: Tuesday, May 26, 2015 11:35 AM To: Klassen, Rachelle Subject: RE: Joslyn Board Hi Rachelle, My appointment as the Palm Desert rep to the Joslyn Center Board was for a 2-year term expiring this June. The Board is eager to know whether I will be re -appointed, as I am just completing a year as President, and have been encouraged to serve in that capacity for another year. Many thanks, Kathleen Kelly 1 BYLAWS OF THE JOSLYN CENTER Adopted by the Joslyn Senior Association Board of Directors On September 14, 2004 And as Amended by the Joslyn Senior Center Board of Directors on February 24, 2004, and as Amended by the Joslyn Center Board of Directors on December 20, 2011 Pursuant to sections 5110 through 6910 of the Nonprofit Corporation Law of the State of California. TABLE OF CONTENTS ARTICLE I: NAME AND PURPOSE............................................................................ 4 SECTION 1. NAME OF CORPORTATION............................................... 4 SECTION 2. MISSION AND PURPOSE OF CORPORATION .......................... 4 ARTICLE II: MEMBERSHIP ORGANIZATION....................................................... 4 SECTION I. MEMBERS OF THE BOARD OF DIRECTORS .......................... 4 SECTION 2. ACTION BY BOARD OF DIRECTORS .............................................. 4 ARTICLE III: OFFICES.................................................................................................. 5 SECTION 1. PRINCIPAL OFFICE.............................................................................. 5 ARTICLE IV: PROHIBITION AGAINST PARTISAN ACTIVITIES ....................... 5 ARTICLE V: DEDICATION OF ASSETS...................................................................... 6 ARTICLE VI: ELECTION OF DIRECTORS............................................................. 6 SECTION 1. NOMINATIONS AND SELECTION OF DIRECTORS ....................... 6 SECTION 2. DIRECTORS APPOINTED BY CITIES .................................... 6 SECTION 3. VOTE REQUIRED TO ELECT DIRECTORS AND OFFICERS ........ 6 ARTICLE VH: DIRECTORS......................................................................................... 6 SECTION1. POWERS................................................................................................ 6 SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS ........................ 7 SECTION 3. TERMS OF OFFICE OF DIRECTORS ............................................... 7 SECTION 4. VACANCIES......................................................................................... 7 SECTION 5. PLACE OF MEETINGS; MEETINGS BY TELEPHONE ................... 8 SECTION 6. NOTICE OF MEETINGS..................................................................... 8 SECTION7. QUORUM.............................................................................................. 9 SECTION 8. ADJOURNMENT................................................................................. 9 SECTION 9. NOTICE OF ADJOURNMENT........................................................... 9 SECTION 10. ACTION WITHOUT MEETING......................................................... 9 SECTION 11. FEES AND COMPENSATION OF DIRECTORS .............................. 9 ARTICLE VIII: COMMITTEES.................................................................................... 9 SECTION 1. COMMITTEES OF DIRECTORS........................................................ 9 SECTION 2. MEETINGS AND ACTIONS OF COMMITTEES .............................. 10 ARTICLE IX: OFFICERS............................................................................................. 10 SECTION1. OFFICERS............................................................................................ 10 SECTION 2. APPOINTMENT OF OFFICERS......................................................... 10 SECTION 3. REMOVAL OF OFFICERS................................................................. 10 SECTION 4. RESIGNATION OF OFFICERS............................................................ 10 SECTION 6. VACANCIES IN OFFICES................................................................... 10 SECTION 7. RESPONSIBILITIES OF OFFICERS ................................................... 10 1/16/2012 2 ARTICLE X: INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES ANDOTHER AGENTS.................................................................................................... 12 ARTICLE XI: RECORDS AND REPORTS................................................................. 12 SECTION 1. MAINTENANCE AND INSPECTION OF ARTICLES AND BYLAWS............................................................................................... 12 SECTION 2. MAINTENANCE AND INSPECTION OF CORPORATE RECORDS.............................................................................................. 12 SECTION 3. INSPECTION BY DIRECTORS........................................................... 12 SECTION 4. ANNUAL AUDIT REPORT...................................................................12 SECTION 5. FISCAL YEAR...................................................................................... 13 ARTICLE XII: CONSTRUCTION AND DEFINITIONS .......................................... 13 ARTICLE XIII: AMENDMENTS.................................................................................. 13 CERTIFICATE OF ADOPTION OF RESTATED BYLAWS ..................................... 13 l /16/2012 3 RESTATED BYLAWS OF The Joslyn Center A California Nonprofit Public Benefit Corporation ARTICLE I NAME AND PURPOSE SECTION 1, THE NAME OF THE CORPORATION The name of this Corporation shall be: The Joslyn Center. SECTION 2. THE MISSION AND PURPOSE OF THE CORPORATION The mission and purpose of the Joslyn Center will be to provide health, recreational, educational and social programs along with information, referral, volunteer and support services for adults age 50 + in the communities of Indian Wells, Palm Desert and Rancho Mirage. ARTICLE B MEMBERSHIP ORGANIZATION SECTION 1. MEMBERS OF THE BOARD OF DIRECTORS Membership may be granted to any individual that: 1. supports the mission and purpose of the Joslyn Center, 2. pays the annual dues of the Center and, 3. is elected to the Board of Directors by the Board by a majority vote of those present at any regularly constituted meeting. There shall be an annual election by a vote of the Board of Directors. SECTION 2. ACTION BY BOARD OF DIRECTORS Any action which would otherwise require approval by a majority of all members or approval by the members shall require only approval of the Board of Directors. ARTICLE III OFFICES SECTION 1. PRINCIPAL OFFICE The principal office for the transaction of the business of the Corporation ("principal executive office") is located in the State of California, County of Riverside. 1/16/2012 4 The Directors may change the principal office from one location to another ARTICLE IV PROHIBITION AGAINST PARTISAN ACTIVITIES This Corporation has been formed under the California Public Benefit Corporation Law for the purposes described above at Article I and it shall be nonprofit and nonpartisan. No substantial part of the activities of this Corporation shall consist of: (a) Attempting to influence legislation or any local or state ballot issue or initiative; and (b) The Corporation shall not participate in, or intervene in, (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office, or endorse any such candidate. Notwithstanding any other provision of this document, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(cx3) of the Internal Revenue Code, or corresponding section of any future federal tax code; or (b) Section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax. The Corporation shall not engage in any activities or exercise any powers that are not in furtherance of the purpose described above. ARTICLE V DEDICATION OF ASSETS The properties and assets of this Nonprofit Corporation are irrevocably dedicated to fulfillment of the purposes of this Corporation as set forth in Article I above. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, directors or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause above. Upon the liquidation or dissolution of the Corporation, all properties and assets and obligations shall be distributed for one or more exempt purposes within the meaning of section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the applicable court of the county in which the principal office of the Corporation is then 1/16/2012 located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes. ARTICLE VI ELECTION OF DIRECTORS SECTION 1. NOMINATIONS AND SELECTION OF DIRECTORS (a) Board Development Committee. Except for directors appointed by the cities of Palm Desert, Rancho Mirage and Indian Wells, the President shall appoint a Board Development Committee to select a slate of qualified candidates for election to the Board of Directors at least ninety (90) days before the date of any election of directors. The Board Development Committee shall make its report at least thirty (30) days before the date of the election. The President and the Vice President shall not serve on the Board Development Committee. This Committee shall also be charged with nominating a slate of officers for the coming year. (b) Nominations may be made from the floor in addition to the slate offered by the Board Development Committee. (c) Nominations for Officers may be made from the floor by the Directors. SECTION 2. DIRECTORS APPOINTED BY CITIES One Director each shall be appointed by the cities of Palm Desert, Rancho Mirage and Indian Wells to represent them on the Board of Directors. Such Directors shall have the same general and specific powers, as do the other members of the Board of Directors. SECTION 3. VOTE REQUIRED TO ELECT DIRECTORS AND OFFICERS Other than Directors appointed by the cities of Palm Desert, Rancho Mirage and Indian Wells, candidates receiving the highest number of votes shall be elected as directors. In addition those receiving the highest number of votes of the specified slots for officers shall be declared the winners. ARTICLE VII DIRECTORS SECTION 1. POWERS (a) General Corporate Powers. Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the Articles of Incorporation and these bylaws, the business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, by or under direction of the Board of Directors, and shall be referenced specifically by "Roberts Rules of Order ", Newly Revised, for the conduct of all meetings. 1/16/2012 6 (b) SMcific Powers. Without prejudice to those general powers, and subject to the same limitations, the directors shall have the power to: (i) Set policy for the Corporation and insure that such policies are carried out. (ii) Select and remove the Executive Director of the Corporation; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation, and with these bylaws; and fix their compensation. (iii) Change the principal executive office or the principal business office in the State of California from one location to another. (iv) Adopt, make, and use a corporate seal; and alter the form of such seal. (v) Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities. SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS The authorized number of the directors shall be a maximum of seventeen (17), including one director each appointed by and representing the cities of Palm Desert, Rancho Mirage and Indian Wells. SECTION 3. TERMS OF OFFICE OF DIRECTORS The terms of directors appointed by and representing the cities of Palm Desert, Rancho Mirage and Indian Wells shall be two years. The terms of such directors may be extended for additional two, two-year terms by the appointing authorities. All other Directors shall be elected to hold office for two years, and may be elected to serve an additional two, two-year terms. No director shall serve more than a total of six years. Each director, including a director elected to fill a vacancy, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified. Terms of office shalt coincide with the Corporations fiscal year. SECTION 4. VACANCIES (a) Events Causing Vacancy. A vacancy or vacancies on 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) Failure by a director to attend two (2) board meetings in one calendar year. (iii) An increase in the authorized number of Directors. 1/16/2012 7 A vacancy may be filled at any time throughout the year. (d) Resignations. Except as provided in this paragraph, any director may resign at any time, which resignation shall be effective on written form, either hard copy or electronic notice, to the President, the 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 shall make every reasonable effort to elect a successor to take office when the resignation becomes effective. (c) 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 or outside the State of California 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 Corporation. Special meetings of the Board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the Corporation. Notwithstanding the above provisions of this Section, a regular or special meeting of the Board of Directors may be held at any place consented to in writing 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. NOTICE OF MEETINGS Regular and special meetings of the Board of Directors shall be held at such time as shall from time to time be fixed by the Board of Directors. Notice of regular meetings shall be made to each director personally or by telephone or fax or electronic mail at least forty- eight (48) hours prior to the meeting or by first-class mail, postage paid, at least seven (7) days prior to such meeting. The President or any five directors may call special meetings of the Board of Directors for any purpose at any time. 1/16/2012 SECTION 7. QUORUM A majority of the elected number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 10 of this Article 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 that meeting. SECTION 8. ADJOURNMENT A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. SECTION 9. 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 twenty-four (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 10. ACTION WITHOUT MEETING Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. SECTION 11. FEES AND COMPENSATION OF DIRECTORS. Neither Directors nor members of committees may receive any compensation for their services. However, Directors and members of committees may receive such reimbursement of expenses, as may be determined by resolution of the Board of Directors to be just and reasonable. ARTICLE VIII COMMITTEES SECTION 1. COMMITTEES OF DIRECTORS The Board of Directors may, by resolution adopted by the Board at a meeting duly called, at which a quorum is present, designate one or more committees, each consisting of one or more directors, to serve at the pleasure of the Board SECTION 2. MEETINGS AND ACTIONS OF COMMITTEES 1/16/2012 9 Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article VII of these bylaws, concerning meetings of directors, with such changes in the context of those 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 by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. ARTICLE IX OFFICERS SECTION 1. OFFICERS The officers of the Corporation shall be a president, a vice-president, a secretary, and a treasurer. SECTON 2. APPOINTMENT OF OFFICERS The officers of the Corporation shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under those specified in The Scott Foresman edition of Robert's Rules of Order, Newly Revised. SECTION 3. REMOVAL OF OFFICERS An officer may be removed, with or without cause, by the Board of Directors, at any regular or special meeting of the Board. SECTION 4. RESIGNATION OF OFFICERS Any officer may resign at any time by giving written notice to an officer of the Board, preferably the President. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. SECTION 5. VACANCIES IN OFFICES A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office. SECTION 5. RESPONSIBILITIES OF OFFICERS. 1/16/2012 10 (a) President. The President shall be the Chief Executive Officer of the Corporation and, subject to the control of the Board of Directors, shall generally supervise, direct, and control the business and the officers of the Corporation. The President 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, these bylaws and as outlined in Robert's Rules of Order, Newly Revised. (b) Vice President. to the absence or disability of the President, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed by the Board of Directors or the President. (d) Secretay. The Secretary shall attend to the following: (i) Book 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 book of minutes of all meetings and actions of directors and committees of directors 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, and the proceedings of such meetings. (ii) Notices, seal and other duties. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors required by the bylaws to be given; shall keep the seal of the Corporation, if any, in safe custody; and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these bylaws. e) Treasurer. The Treasurer shall attend to the following: (i) The Treasurer shall be the chairperson of the Board Finance Committee which will meet on a monthly basis to review the monthly financial statements (balance sheet and operating statement) prepared by staff along with other related matters. (ii) The Treasurer shall present a monthly financial report to the board. (iii) The Treasurer and the Board Finance Committee shall meet with the independent auditors and staff to review and recommend a draft financial audit to the board for approval. (iv) The Treasurer shall work with staff to insure that the annual tax returns are reconciled with the annual financial audit before the board approves these tax returns for signature and submission to the Federal Government and the State of California. (v) The Treasurer shall report to the board the financial status of the Joslyn Endowment Fund on a quarterly basis. 1/16/2012 (vi) The Treasurer the Board Finance Committee shall work with staff to develop an annual budget to be approved by the board before the start of each fiscal year. ARTICLE X INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS Every member of the Board of Directors, officer or employee of the Corporation shall be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by her/his being or having been a member of the Board, officer of the corporation, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. The foregoing right of indemnification shall be in addition and not exclusive of all other rights, which such member of the Board, officer or employee is entitled. ARTICLE XI RECORDS AND REPORTS SECTION 1. MAINTENANCE AND INSPECTION OF ARTICLES AND BYLAWS The Corporation shall keep at its principal executive office, the original or a certified copy of the articles and bylaws as amended to date. SECTION 2. MAINTENANCE AND INSPECTION OF CORPORATE RECORDS The accounting books, records, and minutes of proceedings of 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 Corporation. The minutes shall be kept in written or typed form, and the accounting books 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. SECTION 3. INSPECTION BY DIRECTORS Every director shall have the absolute right at any reasonable time with cause to inspect all books, records and documents of every kind and the physical properties of the Corporation. 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. SECTION 4. ANNUAL AUDIT REPORT 1/16/2012 12 The Corporation shall provide to the directors, within one hundred twenty (120) days of the close of its fiscal year, a report containing the following information in reasonable detail, including an audit certified by a qualified independent accountant: (a) The assets and liabilities, including any trust funds, of the Corporation as of the end of the fiscal year. (b) The principal changes in assets and liabilities, including trust funds, during the fiscal year. (c) The revenue or receipts of the Corporation both unrestricted and restricted to particular purposes, for the fiscal year. (d) The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year. SECTION 5. FISCAL YEAR The fiscal year of the Corporation shall be from July 1 of each year through June 30 of the following year. ARTICLE XII CONSTRUCTION AND DEFINITIONS Unless the context requires otherwise, the general provisions, rules of construction and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular, and the term "person' includes both the Corporation and a natural person. ARTICLE XIII AMENDMENTS The bylaws of the Corporation may be adopted, amended, restated or repealed by the Board of Directors, provided prior notice is given of the proposed amendment(s) in the notice of the meeting at which such action is taken. 1/16/2012 13 CERTIFICATE OF ADOPTION OF RESTATED BYLAWS This is to certify that the foregoing is a true and correct copy of the Restated Bylaws of the Corporation and that such Restated Bylaws were duly adopted by the Board of Directors of the Corporation on the date set forth on the title page hereof. DATED: December 20, 2011 Dawn Suggs, Secretary 1/16/2012 14 CITY OF PALM DESERT CITY MANAGER'S OFFICE STAFF REPORT REQUEST: CONSIDERATION OF APPOINTMENT OF CITY OF PALM DESERT REPRESENTATIVE TO JOSLYN CENTER BOARD OF DIRECTORS PURSUANT TO ARTICLE VI, SECTION 2, OF THE JOSLYN CENTER BYLAWS SUBMITTED BY: John M. Wohlmuth, City Manager DATE: June 27, 2013 CONTENTS: 1) Letter of Resignation from Pamela Plick 2) Bylaws of the Joslyn Center Recommendation By Minute Motion: 1) Consider a process to select a Palm Desert appointee to the Joslyn Center Board of Directors; or 2) Consider appointing Kathleen Kelly as the Palm Desert representative to the Joslyn Center for a two-year term through June 30, 2015. Background On May 2, 2013, Pamela Plick requested to end her tern as the Palm Desert representative to the Joslyn Center Board of Directors effective June 30, 2013. Her term would potentially expire on June 30, 2013. Ms. Plick was appointed by the City Council as Palm Desert's representative on July 9, 2009; however, the City Clerk's records do not indicate a reappointment in 2011 for another two-year term. The Joslyn Center bylaws state: "The term of directors appointed by and representing the cities of Palm Desert, Rancho Mirage and Indian Wells shall be two years. The terms of such directors may be extended for additional two, two-year terms by the appointing authorities." On May 23, 2013, the City Council accepted Ms. Plick's resignation with sincere regrets. The Mayor contacted Kathleen Kelly to determine interest, if any, in being considered for the Board of Directors of the Joslyn Center. Ms. Kelly requested copies of the Articles of Incorporation and Bylaws, most recent annual report containing financials, Staff Report Appointment of City of Palm Desert Representative to Joslyn Center Board of Directors Page 2 June 27, 2013 most recent audit, list of current directors and terms, list of current Board committees and directors assigned to the committees, staffing chart with job descriptions, key policies (such as conflict of interest, use of property), and the directors' liability coverage. Kathleen Kelly is a resident of Palm Desert, an attorney, and an Episcopal minister. Staff recommends that the City Council direct staff to develop an application and interview process or appoint Kathleen Kelly to a two-year term. If Council wishes to conduct a process, it is likely an appointment could not be made until August 23, 2013. Fiscal Analysis No fiscal impact. Submitted By: M. Wohlmuth, City Manager CITY COUNCILACTION APPROVED DENIED RECEIVED OTHERyf* MEETI G DATE G 3 AYES: NOES: Aloe_ ABSENT- t4VIC_ ABSTAIN: M 04e-� VFRIFIEn BY_ K r _ Original on File with City Clerks O fice *By Minute Motion, appointed Kathleen Kelly as the Palm Desert Representative to the Joslyn Center Board of Directors for a two-year term through June 30, 2015.