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HomeMy WebLinkAbout29.a. Consider proposed changes to CCCSDA Bylaws Page 1 of 17 Item 29.a. ,ek CENTRAL SAN SANITARYCENTRAL CONTRA COSTA , . October 3, 2019 TO: HONORABLE BOARD OF DIRECTORS FROM: MICHAEL R. MCGILL, BOARD MEMBER SUBJECT: CONSIDER PROPOSED CHANGES TO CONTRA COSTA SPECIAL DISTRICTS ASSOCIATION (CCSDA) BYLAWS Attached is a copy of the proposed amendments to the CCSDA bylaws. Each member agency is asked to vote on the proposed amendments. The bylaws were last adopted in January of 2011. The Executive Committee has suggested a number of changes to these Bylaws. Some of the key changes include: • Changing from quarterly meetings (4 times a year)to every other month meetings (6 times a year); • Adding in language to outline the duties with respect to the Chapter's website; • Further delineating the role of the Ballot Committee (formerly Nominating Committee)to allow for more membership interacting in the nominating process; • Clarifying the process for filling vacancies of elected officers; • Clarification of some definitions and language changes. The next meeting of the CCSDA is on October 21 and the proposed amendments will be discussed and voted on at the meeting. With your concurrence, I will pass on any of your comments to the membership at the meeting, and I will submit the District's ballot taking into account your comments. ATTACHMENTS: 1. Strikeout version of Proposed Revised Bylaws October 3, 2019 Regular Board Meeting Agenda Packet- Page 247 of 263 Page 2 of 17 Chapter Bylaws For The Contra Costa Special Districts Association A Chapter of the California Special Districts Association October 3, 2019 Regular Board Meeting Agenda Packet- Page 248 of 263 Page 3 of 17 Table of Contents ARTICLE 1 NAME, PURPOSE AND OBJECTIVES Section 1.1 Name Section 1.2 Purpose Section 1.3 Objectives Section 1.4 Administrative Office ARTICLE 2 MEMBERSHIP and ANNUAL DUES Section 2.1 Types of Membership Section 2.2 Qualifications for Membership Section 2.3 Application for Membership Section 2.4 Loss of Membership Section 2.5 Annual Dues Section 2.6 Meetings of Membership Section 2.7 Rules Governing Membership Meetings ARTICLE 3 VOTING RIGHTS Section 3.1 Quorum of Membership Section 3.2 District Member Voting Rights Section 3.3 District Members in Good Standing Section 3.4 Written Ballots ARTICLE 4 CHAPTER FINANCES Section 4.1 Budget Section 4.2 Additional Funds Section 4.3 Annual Audit ARTICLE 5 CHAPTER ADMINISTRATION Section 5.1 Officers and Executive Committee Section 5.2 Term of Office Section 5.3 Qualification for Office Section 5.4 Nomination and Election of Officers Section 5.5 Vacancies of Elected Officers Section 5.6 Removal of Officers ARTICLE 6 DUTIES OF CHAPTER OFFICERS Section 6.1 Duties of the President Section 6.2 Duties of the Vice-President Section 6.3 Duties of the Member-at-Large October 3, 2019 Regular Board Meeting Agenda Packet- Page 249 of 263 Page 4 of 17 Section 6.4 Duties of the Appointed Secretary Section 6.5 Duties of the Appointed Treasurer ARTICLE 7 CHAPTER COMMITTEES AND WFBSITF Section 7.1 Executive Committee Section 7.2 Website ARTICLE 8 AFFILIATIONS Section 8.1 Membership with State Office of CSDA ARTICLE 9 AMENDMENTS TO CHAPTER BY-LAWS Section 9.1 Notification of Change Section 9.2 Voting Requirements Attached: Certificate by Contra Costa Chapter Appointed Secretary acknowledging approval of amended Bylaws. Approved: Amended: Amended: October 3, 2019 Regular Board Meeting Agenda Packet- Page 250 of 263 Page 5 of 17 ARTICLE 1: NAME, PURPOSE and OBJECTIVES Section 1.1 Name A. The name of this Chapter shall be the Contra Costa Special Districts Association. B This Chapter is a member of the State office of the California Special Districts Association (CSDA) and hereinafter is referred to as the "Contra Costa Chapter" (Chapter). Section 1.2 Purpose A. It is the purpose of this Chapter to propose and advocate constructive means for the improvement and functioning of Independent Special Districts within the County of Contra Costa and to assist such Independent Special Districts and their governing bodies to provide an effective and efficient government that will result in benefits to the public. B. It is also the purpose of this Chapter to cooperate with and support CSDA in fulfilling its mission as set forth in the CSDA mission statement. Section 1.3 Objectives The objectives of the Contra Costa Chapter shall be: A. To provide a local forum for member districts to discuss and consider issues of importance to special districts. B. To establish a communication network among member districts, other Chapters and other local governmental agencies. C. To carry out workshops, educational seminars and programs of mutual interest and benefit to member districts. D. To make recommendations to the Board of Directors of the California Special Districts Association. E. To inform the public about the purpose and benefits of local special district government. October 3, 2019 Regular Board Meeting Agenda Packet- Page 251 of 263 Page 6 of 17 Section 1.4 Administrative Office A. The administrative office for the Chapter is to be determined by the Chapter Executive Committee. B. The Chapter Executive Committee is granted full power and authority to change the administrative office from one location to another within Contra Costa County and such change shall not require an amendment of these bylaws. ARTICLE 2: MEMBERSHIP and ANNUAL DUES Section 2.1 Types of Membership A. Two types of memberships are available in the Chapter. B. The two types of membership are: (1) Regular District Memberships (2)Associate Memberships Section 2.2 Qualifications for Membership A. Regular District Members: (1) Any independent special district whose boundaries, in whole or in part, are within the County of Contra Costa may become a regular district member of the Chapter upon application and payment of annual Chapter dues. (2) Independent special districts are as defined in California Government Code Section 56044, and as such this section may be amended or superseded. (3) A regular district member may attend, participate, vote, and shall be eligible to hold office in the Chapter. B. Associate Members: (1) Any dependent special district whose boundaries, in whole or in part, are within the County of Contra Costa may become an associate member upon application and payment of Chapter dues. (2) In addition, any person or organization that has evidenced interest in the purposes and goals of the Chapter, but is not a special district as defined above, may also become an associate member upon approval of membership October 3, 2019 Regular Board Meeting Agenda Packet- Page 252 of 263 Page 7 of 17 and payment of Chapter dues. (3) Associate members shall not have the right to vote, nor shall they serve as officers or members of the Chapter Executive Committee. Associate members may attend and participate in meetings and activities of the Chapter. Section 2.3 Application for Membership A. Application for membership in the Contra Costa Chapter shall be by letter stating type of membership requested; name, address, telephone number, email or fax of the applicant; and, the name of the individual who will serve as representative and alternate for the applicant. B. Application must include payment of annual dues. Section 2.4 Loss of Membership A. Any member district owing payment of dues for a period of four(4)months after due date shall be notified in writing by the Treasurer of delinquent dues. If such dues continue to be unpaid for an additional thirty(30) days, the member district shall automatically cease to be a member of the Chapter. B. Member districts may withdraw membership from the Chapter at any time. A written request should be sent to the Administrative Office.No refund of dues will be made. Section 2.5 Annual Dues A. All member districts shall pay annual dues. B. Annual dues shall be established following a recommendation from the Executive Committee at any regular meeting by a majority vote of a quorum of eligible member districts (Quorum), who must be present and shall become effective July 1 st of the following year. C. The annual dues shall be due and payable on or before the first day of July of each calendar year and shall be delinquent October of each calendar year. Unpaid dues can result in loss of Chapter membership, as provided by Section 2.4 A. Membership dues for new members shall be pro-rated for the initial year only. October 3, 2019 Regular Board Meeting Agenda Packet- Page 253 of 263 Page 8 of 17 Section 2.6 Meetings of Membership A. The member districts shall meet on an established basis at a time and place to be determined by the membership or the Chapter President. B. QttaAer-1 Bi-Monthly Meetings (1) The Chapter meetings shall be held Efaafteflyevery other month on the third Monday of January, ApfilMarch. Mav, July, September and OeteberNovember at a place which has been designated by the member districts or the Chair. (2) Written notice of general membership meetings shall be mailed, faxed or emailed to each member district no less than thirty (30) days prior to the meeting. The agenda shall provide the time, place and items to be discussed or voted upon. C. Annual Meeting (1) The annual meeting of the Chapter shall be held in January of each year at such place determined by the district members for the purpose of electing Officers. (2) Written notice of the annual meetings shall be mailed, faxed or emailed to each member no less than thirty (30) days prior to the date of the meeting. The agenda shall provide the time, place and items to be discussed or voted upon. D. Special Meetings Special meetings of the Chapter may be called at any time by the President upon request of six (6) Chapter members. Written notice of a special meeting, providing the time, place and agenda, shall be mailed, faxed or emailed to each member of the Chapter at least twenty (20) days before the time set for the meeting. Section 2.7 Rules Governing Membership Meetings A. Rules of Order Roberts Rules of Order shall govern the Chapter meetings. October 3, 2019 Regular Board Meeting Agenda Packet- Page 254 of 263 Page 9 of 17 B. Agenda Items (1) Any active member of the Chapter may request to place an item on the agenda for future meetings. The item should be submitted in writing to the President at least two weeks prior to the meeting. (2) Emergency items may be added to the agenda as needed. C. Insurance Liability Representatives of each member district shall be covered by their agency's liability insurance while attending Chapter meeting and activities. There shall be no liability assumed by the district hosting any meetings and activities. ARTICLE 3: VOTING RIGHTS Section 3.1 Quorum of Membership A. A"ofumQuonzm for all meetings of the membership shall consist of fifty(50) percent plus one (1) of the Chapter's regular membership who are in good standing present at any meeting where a notice and agenda have been mailed, faxed or emailed not less than twenty(20) days in advance of the meeting date to all members. B. If less than a quemmQuonum of the membership is present, a two-thirds (2/3) vote of member districts in attendance is necessary to carry a motion. Section 3.2 District Member Voting Rights A. One Vote Per Member District Each regular member district shall be entitled to one (1) vote on all matters brought before the Chapter membership. B. Official Voting Representative (1) The governing body of each regular member district shall designate, in writing, to the Chapter Secretary, one representative who shall exercise the district's right to vote, and one aftem or more (2nd. 3rd. etc.l alternates who shall have the right to vote(inrp iority orderl in the absence of the assigned voting representative. October 3, 2019 Regular Board Meeting Agenda Packet- Page 255 of 263 Page 10 of 17 (2) The vote of the member district shall be cast by the designated representative of the district or the kaQ2ULaltemate member of the district. (3) If&ever-a4= members of a special district are in attendance, and no designated voting representative has been selected, they shall select one representative which may include a member of a Board of Directors or an administrator from that member district for voting purposes. Section 3.3 District Members in Good Standing A. Member districts that have paid their annual dues shall be entitled to vote as a chapter member in good standing. B. Any member district that has not paid their annual dues shall not be in good standing and shall not be entitled to vote on matters before the Chapter. Section 3.4 Written Ballots A. The Chapter Executive Committee may, in its discretion, authorize a vote upon any item to be taken by written ballot. B. A ballot must be mailed or emailed to each regular member thirty(30) days in advance of the voting deadline. C. Said ballot must specify the item, the time and the date when such written ballot must be returned to the President of the Chapter or a member designated by the President. ARTICLE 4: CHAPTER FINANCES Section 4.1 Budget The Executive Committee shall determine and recommend an annual budget based upon the annual dues. Section 4.2 Additional Funds A. Any additional funds required by the Chapter in the conduct of its business shall be raised on a vote by a majority of a ate ► �of regular member districts at a properly noticed meeting. B. No assessments shall be levied on members, and no members shall be subject to October 3, 2019 Regular Board Meeting Agenda Packet- Page 256 of 263 Page 11 of 17 or liable for the payment of any assessment or levy other than the payment of regular dues. Section 4.3 Annual Audit A. An audit shall be performed of receipts and disbursements from the previous year showing the opening and closing balances shall be prepared by an Audit Committee approved ftemb�the membership. B. Copies of the audit shall be available to all Chapter members and filed with the Secretary of the Chapter. ARTICLE 5: CHAPTER ADMINISTRATION Section 5.1 Officers and Executive Committee A. The officers of the Chapter shall be an elected President, an elected Vice-President, and an elected Member-At-Large. B. The President will appoint the treasurer and the secretary with approval of the membership. C. The President may appoint additional officers and committees as may be necessary to carry out the business of the Chapter. Section 5.2 Term of Office A. Each officer shall serve for a term of two (2) years, with elections held on even numbered years. B. Any officer may be re-elected to succeed himself/herself. C. Each officer can hold only one office at a time but may rotate from office to office if elected by the membership. D. Each officer shall hold his office until he resigns, is disqualified to serve or until his successor shall be elected or appointed. Section 5.3 Qualification for Elected Offices A. Each officer sm ,st, at the time of elections, and throughout the term of his/her October 3, 2019 Regular Board Meeting Agenda Packet- Page 257 of 263 Page 12 of 17 office, Abe a representative of a member district. B. Each officer must represent a special district deemed to be in good standing. C. No member district shall have more than one representative from the district serve as an officer of the Chapter at the same time. Section 5.4 Nomination and Election of Officers A. The President shall select the NeminatinguBallmoti Committee at the OetekerNovember meeting. B. The Ballot Committee shall: (1) Determine the Ballot Committee's nominations to be included in the ballot: (2) Distribute the Ballot Committee's nominations to the membership jzy email 30 days prior to the January Annual Membership Meeting (Annual Meeting (3) Invite the membership to submit to the Ballot Committee any additional nomination that they wish to make, prior to the Annual Meeting (4) Inform the membership that all nominations (whether by the Ballot Committee or the membershii) must be suj2ported by a cony of a motion or resolution ado tp ed by the member district Board of Directors supporting such nomination: B. TheBallot Committee shall present the4all nominations made and/or submitted at the Annual Meeting in January. TheBallot Committee shall also accept any additional nominations from the floor at this time. C. At the January Annual Membership Meeting, any member district through its designated representative may nominate a qualified member from the floor for an office to be filled at the election. D. If a candidate is nominated from the floor, the individual shall be eligible to take office only after filing with the Chapter NominafinguBallboti Committee a copy of a motion or resolution adopted by the member district Board of Directors supporting such a nomination. E. After closing nominations from the floor, the Committee will conduct the election. If time permits. the Ballot Committee may allow multi candidates nominated for the same position, up to three (3) minutes to briefly October 3, 2019 Regular Board Meeting Agenda Packet- Page 258 of 263 Page 13 of 17 introduce themselves nrior to the voting. The candidates receiving votes of a majority of a qttafuffK2uQnLm of regular member districts shall be considered elected and may be installed at the Annual Meeting. Section 5.5 Vacancies of Elected Officers A. In the event that any officer at the time of taking office, or during the term of office, is no longer qualified to serve as an officer of the Chapter, the office shall become vacant and said vacancy shall be filled in a manner provided in this-- Section his_Section 5-.4-.5-5— B. If a vacancy occurs in the office of President, the Vice President shall assume all presidential duties. C. The assumption of the office of President by the Vice President shall constitute a vacancy in the office of the Vice President. The new vacancy shall in turn be filled by a nemi h4ieecall for nominations and a-vote of the membership present at the next regular Chapter meeting. D. The Vice President moving into the office of President or elected to complete an unexpired term of Vice President may be re-elected by the membership to a subsequent full term. E. If a vacancy occurs in the office of Member-At-Large, the vacancy shall also be filled by a call for nominations and a vote of the membership present at the next regular Chanter meeting. F. The individuals elected to fill the vacancy of Vice-President and/or Member-At-Large shall be eligible to take office only after filing with the Chapter President or his/her designee, a cony of a motion or resolution ado to ed by the member district Board of Directors supporting such a nomination. Section 5.6 Removal of Officers An officer of the Chapter may be removed, with or without cause, at any meeting of the general membership by the affirmative vote of a majority of a quemm _ m of the regular member districts. ARTICLE 6: DUTIES OF CHAPTER OFFICERS Section 6.1 Duties of the President October 3, 2019 Regular Board Meeting Agenda Packet- Page 259 of 263 Page 14 of 17 A. The President shall preside at all Chapter and Executive Committee meetings. B. The President shall provide a meeting agenda to the Appointed Secretary or their designee for circulation to the membership and shall perform any other duties that may be required of the office. C. The President shall have the power to appoint any committees as deemed advisable or authorized by a vote of the Executive Committee or the membership. D. The President shall be an ex-officio member of all Chapter committees except the Nominating Committee. E. The President or the President's designee shall be the official spokesperson for the Chapter and the official Chapter representative to all California Special Districts Association meetings. F. The President or the President's designee shall be the official person in charge of maintaining the Chanter's website (Website). Section 6.2 Duties of the Vice President A. The Vice President shall perform all the duties of President in the absence of the President. B. It shall be the Vice President's responsibility to assist the President in every way possible to further the goals of the Chapter. C. The Vice President may be elevated to the office of President at the end of their term and shall also be an ex-officio member of all Chapter Committees except the Nominating Committee. Section 6.3 Duties of the Member-At-Large A. It shall be the Member-At-Large's responsibility to assist the President and Vice President in every way possible to further the goals of the Chapter. B. The Member-At-Large will serve on the Executive Committee. C. The Member-At-Large will complete responsibilities as assigned to him/her by the Executive Committee. Section 6.4 Duties of the Appointed Secretary October 3, 2019 Regular Board Meeting Agenda Packet- Page 260 of 263 Page 15 of 17 A. An appointed Secretary is the support staff from a member district. B. The appointed secretary shall keep of caused to be kept at the principal office of the Chapter a complete record of all membership and Chapter activities. Section 6.5 Duties of the Appointed Treasurer A. An appointed Treasurer shall collect and keep an accurate accounting of all Chapter funds and financial transactions. B. The Treasurer shall disburse funds as directed by the Executive Committee. The Treasurer will prepare a financial report for every Chapter meeting. C. Two (2) approvals shall be required from any member of the Executive Committee to disburse Chapter funds. D. It shall be the responsibility of the Treasurer to obtain and maintain the authorized signatories cards required on the Chapter bank accounts whenever there is a change in Chapter officers. E. Prior to leaving office, all financial records and a complete statement of receipts and disbursements shall be submitted to the President. ARTICLE 7: CHAPTER COMMITTEES AND WEBSITE Section 7.1 Executive Committee A. The Executive Committee shall consist of the President, Vice President and Member-At-Large. B. It is the purpose of the Executive Committee to meet and provide leadership to the Chapter. C. The Executive Committee will give reports to the Chapter membership on a regular basis. Section 7.2 Website A. The Website shall have meeting dates and agendas posted, as well as other content October 3, 2019 Regular Board Meeting Agenda Packet- Page 261 of 263 Page 16 of 17 deemed necessary to conducting Chanter business. B. The Website shall contain information on the Chanter's Executive Committee (officers and contacts), the Chapter's Member Districts. and Associate Members. C. The Website shall provide links to the Chanter's Newsletters. D. The Website shall contain information on events relevant to the Chapter—its- mission, ha tep r—its mission. history, and services. E. The Website shall contain anyudates. notices and events of interest to the Chapter membership, as deemed appropriate by the President or his/her desi ee. ARTICLE 8: AFFILIATIONS Section 8.1 State Office of California Special Districts Association A. The Contra Costa Special Districts Association shall be a separate Chapter in Contra Costa County in support of the purposes and in cooperation with the activities of the State office of the California Special Districts Association. B. The Chapter will encourage each of its member districts to become a member of the California Special Districts Association. ARTICLE 9: AMENDMENTS TO CHAPTER BYLAWS Section 9.1 Notification of Change A. The Chapter shall have the power at any time to alter, amend or revise these Bylaws. B. The requested change must be submitted in writing to the Appointed Secretary who shall notify all members of the proposed amendment change not less than thirty(30) days before the next regular membership meeting at which the proposed amendment will be voted upon. Section 9.2 Voting Requirements October 3, 2019 Regular Board Meeting Agenda Packet- Page 262 of 263 Page 17 of 17 A. Voting by the member districts is required for changes to the Bylaws. B. Any alteration, amendment or revision to the Bylaws require_either: (il a two-thirds (2/3) vote of a Quorum of the Chapter member districts at a duly noticed meeting or ii a two-thirds (2/3) vote of a ,,,,,.f.,,m of 14eall Chapter member districts- voted by written ballot(as set forth in Section 3.4). if written ballot has been authorized by the Executive Committee: to implement any suchproposed�B lea changes . C. Unless otherwise stipulated, all amendments to the Bylaws shall become effective immediately following approval by the Chapter member districts. Certificate by Chapter Secretary: I, the undersigned, so hereby certify: (1) That I am the duly Appointed Secretary of the Contra Costa Special Districts Association, and (2) That the foregoing Bylaws, comprising of fiftee isixteen (4-51Lz)pages, constitute the complete Bylaws of said Chapter as duly adopted at a meeting of its membership. In Witness whereof, I hereunto subscribe my name this 24 of January, 292019. (Signature of Appointed Chapter Secretary) (Name of agency providing support services) October 3, 2019 Regular Board Meeting Agenda Packet- Page 263 of 263