Westminster City Council
SUBJECT
Title
Creation of Non-Profit Public Benefit Foundation to Support Westminster’s Tet Parade.
End
From: Scott Porter, City Attorney
Requested by: Mayor Chi Charlie Nguyen
Prepared by: Scott Porter, City Attorney
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RECOMMENDED ACTION
Recommendation
A. Direct and authorize the City Attorney and City Manager to take all steps necessary to create a tax exempt 501(c)(3) non-profit public benefit corporation to support City’s annual Tet Parade; and
B. Approve the proposed language for the articles of incorporation and related bylaws; and
C. Provide direction on the official name of the public benefit corporation.
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BACKGROUND
At the April 9 and May 14, 2025 City Council meetings, the City Council discussed the potential creation of a new public benefit corporation to help defray the City’s costs in providing the City’s annual Tet Parade. At the May 14, 2025 City Council meeting, the Council voted 4-0 (Councilwoman Amy Phan West absent) in favor of establishing the corporation.
The City Council determined that the corporation should be controlled by a 7-member board of directors comprised of the Mayor, Vice Mayor, and five appointees of the City Council (each council member appointing one). The costs of creating the corporation of approximately $5,000 would be repaid by the corporation to the City. The City would not provide the Corporation any seed money.
Staff was directed to return with draft Articles of Incorporation, draft bylaws, and to bring forth potential names for the organization.
Background on the Decision to Create the Foundation
Mayor Nguyen originally requested an item to be placed on the agenda to consider establishing a foundation to support the Tet Parade.
Tet, or the Vietnamese Lunar New Year, is an important and widely celebrated cultural component of the community. The City of Westminster produces an annual Tet Parade, where members of the public gather for a celebration along Bolsa Avenue in the heart of Little Saigon.
Producing the Tet Parade can be a costly endeavor, and funding for the event is comprised of general funds and in-kind and monetary sponsorships.
In 2023, the Westminster Community Foundation was established as a mechanism for donations and fundraising for community efforts, including the Tet Parade. While the Westminster Community Foundation raised some funds for the 2024 Tet Parade, funds were not contributed through the Westminster Community Foundation for the recent 2025 Tet Parade, leading to a noticeable decrease in revenues to fund the event.
Mayor Nguyen requested the City Council establish a Tet Foundation that would focus on fundraising for the Tet Parade and other Tet related cultural efforts. He stated that allowing a separate foundation to focus on fundraising efforts for the Tet Parade would provide a pathway for those wishing to donate to a non-profit but also ensuring there is a year-round effort to minimize costs to the city for the parade and other Tet functions without burdening staff or taxpayers.
Articles of Incorporation
Articles of Incorporation create the corporation itself. The proposed articles establish that “The specific purpose of this Corporation is to support and encourage participation in the City of Westminster’s Annual Tet Parade.” The Corporation would not be able to engage in activities unrelated to this purpose. The Articles are incomplete insofar as they need the Council to decide the official name of the Corporation which is to be created.
Bylaws
The bylaws of a corporation establish the rules by which the Corporation will operate. The highlights of the proposed bylaws follow.
The Board of Directors is to be comprised of seven individuals. Initially, the Board will be comprised of the Mayor (or designee), the Vice Mayor (or designee), and five people, each of whom is selected by a different member of the City Council.
Each board member will serve a two-year term. To allow for staggered terms, for the first year only, the appointees from District #1 and District #2 will serve a one-year term. The terms of all other council-appointed positions will be two years. The Mayor and Vice Mayor do not serve two-year terms. Rather, they serve until they are no longer Mayor or Vice Mayor or until they appoint a designee to fill their spot.
As board positions become vacant, such as at the end of their initial term, new members will be selected by the board of directors (not the City Council). There are no term limits. Thus, the board may reappoint members to the board. The board may select replacement board members only if a majority of the total membership of the board votes in favor of that selection (typically, this would require four affirmative votes). If there is an even number of members on the board, the Chair would get an extra vote - this should allow any ties to be broken; if there is no Chair, the Vice Chair gets the extra vote.
In general, the Board (and not the City Council) will have the full authority to amend the Corporation’s bylaws and the articles of incorporation. There are two exceptions. First, the bylaws or articles may only be amended if at least three on the City Council vote in favor of changing the requirement that the Mayor and the Vice Mayor (or their designees) serve on the Board. Second, the corporation’s specific purpose (supporting the Tet Parade) can only be amended if at least three of the City Council votes in favor of that change.
Name of Organization
The City Council has asked staff to return with a list of potential names for the Corporation. It should be noted that although the name of the corporation would be the official name of the corporation, it is not mandatory that the corporation use that full official name in how it conducts business. If there are no copyright issues, then the corporation could use a different trade name than its exact corporate name when conducting business.
California allows but does not require a nonprofit corporation to include the word “Corporation,” “Incorporated,” “Corp.,” or “Inc.” in its name.
The, the name cannot be one that the Secretary of State determines “is likely to mislead the public” and must be “distinguishable in the records of the Secretary of State”; the name cannot be: (i) a name that is already reserved with the Secretary of State or (ii) the name of a domestic corporation or foreign corporation qualified or registered in California.
The following corporate names are among the names registered with the California Secretary of State:
• Tet Parade Foundation
• Tet Parade Association
• Little Saigon - Westminster Tet Parade
• Little Saigon Tet Parade
• Little Saigon Tet Parade Association (Dien Han Tet Nguyen Dan)
Here are some names that the Secretary of State may allow. The more different a name is from all existing names, the more likely it is to be approved by the Secretary of State.
• Tet Foundation of Westminster
• Tet Fund
• Tet Philanthropy
• Tet Endowment
• Tet Foundation
• Tet Charity
• Organization for Tet Parade
• Westminster Tet Charity
• Westminster Tet Parade Foundation
• Westminster Tet Association
• Westminster Tet Organization
• Westminster Tet Parade, Inc.
FISCAL IMPACT
The total cost to create the Tet Foundation is estimated at $5,000. This would require a budget increase in Fiscal Year 2025-2026 of $5,000 to General Fund - City Attorney Legal Fee Account 13000-43000.
LEGAL REVIEW
The City Attorney’s Office has reviewed as to form.
CONCLUSION
With the authorization to do so, the City Attorney’s office will take the next steps to launch the organization. This will include filing the articles of incorporation and seeking IRS approval of the organization as a 501(c)(3) tax exempt corporation.
ATTACHMENTS
1. Draft Articles of Incorporation
2. Draft Bylaws
REVIEWED BY
Erin Backs, Finance Director
City Attorney’s Office
Christine Cordon, City Manager