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Horton Plaza Theatres Foundation

Duties

Horton Plaza Theatres Foundation ("HPTF") is a nonprofit organization created by the City Council of the City of San Diego ("City") in 1983 to oversee the operations and management of the publicly leased Lyceum Theatre and act as the "steward" of the Lyceum Theatre.

The Lyceum Theatre opened its door to the public on May 31, 1986 in the Horton Plaza Retail Center. The purpose and design of the Lyceum Theatre was that it be utilized as many days as possible in order to attract people to the downtown area and provide activation not only to the Lyceum Theatre, but the space around it both day and night time to make downtown a 24-hour community.

Appointment

The City Council of the City of San Diego shall appoint fifty percent (50%) plus one (1) of the authorized number of directors, and the balance shall be appointed by Horton Plaza LLC, as successor in the interest to Ernest W. Hahn, Inc. At the discretion of the Board, the Board may from time to time appoint honorary or advisory members who shall be non-voting members of the Board.

Term

The number of directors shall be not less than five (5) nor more than thirty-five (35), the exact number to be fixed at nine (9) until changed by resolution of the Board. At all times the authorized number of directors shall be an odd number. In no event shall the term of a director be shortened by a reduction in the size of the Board.

Directors shall be appointed for a term of three (3) or four (4) years, as follows:

  • City Directors: Directors appointed by the City shall serve a term of four (4) years except that two Directors appointed by the City to a first term which beings on June 7, 2013 shall serve a term of three (3) years for such first term, provided that any subsequent term to which any such Director may be appointed by the City shall be a term of four (4) years.
  • Horton Plaza LLC Directors: All Directors appointed by Horton Plaza LLC shall serve a term of three (3) years.

Each Director shall hold office until the expiration of the term for which appointed and until a successor has been appointed and qualified. Each successor director shall be appointed by the same entity appointing his or her predecessor and to the same term of years as his or her predecessor.

Each director’s term shall end and his or her successor director shall take office at noon on June 7 of each year in which a successor director is appointed to such office under these Bylaws, except that in the event of a vacancy in any office, a successor director shall take office as soon as he or she is qualified and duly appointed to office.

A director appointed by the City may be appointed a second consecutive term, but may not be appointed to a third consecutive term. A partial term served by a director appointed by the City to fill a vacancy shall not be counted for purpose of the foregoing limitation. A director appointed by the City may be reappointed to the Board after a lapse of one year following completion of two consecutive terms in office.

Directors appointed by Horton Plaza LLC shall not be subject to the foregoing limits on successive terms.

Composition

The following should be observed in the appointment of directors: experience in group decision-making; demonstrated ability to be objective and deliberative in the approach to complex multi-dimensional problems; willingness to contribute time and effort to the affairs of the corporation; willingness to abide by resolutions dealing with conflict of interest; and representation of a cross section of the community and from a variety of career categories. Each director shall be a resident of San Diego County, California, at the time he or she takes office.

Governed By

Amended and restated Bylaws(PDF) on 7/14/2014; Foundation Articles of Incorporation and Foundation Bylaws adopted by Resolution R-259448,(PDF) on 10/17/1983; Lyceum Theatres Five-Year Plan. Cal Corp. Code Section 5520; Conflict of Interest Code adopted by Resolution R-278670,(PDF) on 9/23/1991; Revised Conflict of Interest Code by Resolutions R-285025,(PDF) on 12/5/1994; R-294186,(PDF) 11/20/2000; R-297314,(PDF) 11/18/2002.

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