Westminster City Council
SUBJECT
Title
Appointments to the Westminster Tet Parade Foundation.
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From: Scott Porter, City Attorney
Requested by: Administration
Prepared by: Ashton R. Arocho, City Clerk
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RECOMMENDED ACTION
Recommendation
Appoint five members to the Westminster Tet Parade Foundation.
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BACKGROUND
At the City Council meeting on June 11, 2025, the Mayor and City Council authorized the formation of the Westminster Tet Parade Foundation (“Foundation”). The Foundation was incorporated the next day when Articles of Incorporation were successfully filed with the California Secretary of State. The next step is to hold the first meeting of the Foundation’s Board of Directors (“Board”).
The City Council will need to appoint the initial membership of the Board. A total of seven (7) directors will serve on the Board. Each member of the City Council will appoint one person to the Board. The Mayor (or his appointee) and the Vice-Mayor (or his appointee) will be the other two members of the Board.
As a general rule, directors will serve two-year terms in office. However, the initial terms need to be staggered so that approximately half of the directors can be appointed each year. For purposes of appointments, the directors appointed by Councilwoman Amy Phan West (District 1) and Vice Mayor Carlos Manzo (District 2) will serve one-year terms. The other three council appointments will serve two-year terms.
The initial terms will begin at the initial meeting of the Board of Directors (such meeting might occur on August 20, 2025), and terminate either one year or two years thereafter. All vacancies in office of these five positions will be filled by a vote supported by a majority of the total membership of the Board members who are in office. There are no term limits. Thus, the Board has the choice of whether to reappoint some, all, or none of the initial Board members.
The Foundation is formed as a Nonprofit Public Benefit Corporation. It is a legal entity separate from the City. It is not a City Board, Commission or Committee. City policies and laws governing those bodies (e.g., Brown Act), do not apply.
By way of process, the mayor should invite each council member to designate a person they wish to appoint as a director. Once all appointments have been made, the Council should take a vote to formally confirm all appointments collectively.
As soon as the appointments are completed, staff will begin to reach out to the named directors and arrange the first Board meeting. At that meeting, the Board will adopt the Foundation’s bylaws, provide direction on opening a bank account and order that the application be prepared and filed with the IRS to seek 501 (c)(3) status. This designation is important because it is necessary for the Foundation to receive tax deductible contributions and may take several months to finalize. The timing can vary and will depend in large part upon how soon the Board is able to finalize the application and upon how long the IRS takes to process applications. At the first Board meeting, the Board will also request that an Employer Identification Number (EIN) be obtained. The EIN will be used for all future tax filings, as well as individuals and/or entities making donations. The City Attorney will work with the Board during the first few months to help them prepare the bylaws and other filings to register the nonprofit and obtain 501 (c)(3) status. The intent is that once the Foundation is operational, the Foundation will run independently of the City.
FISCAL IMPACT
There are no costs incurred by the City for appointing members to the Westminster Tet Parade Foundation.
LEGAL REVIEW
The City Attorney’s Office has reviewed as to form.
CONCLUSION
The Mayor and City Council are being asked to make appointments to the Westminster Tet Parade Foundation.
ATTACHMENTS
1. Applications Redacted
REVIEWED BY
Erin Backs, Finance Director
City Attorney’s Office
Christine Cordon, City Manager