HomeMy WebLinkAbout06.d.1)b proposed amendments to CSDA bylaws
6.d.l) b.
Central Contra Costa Sanitary District
July 15, 2010
FROM:
HONORABLE MEMBERS OF THE BOARD
MICHAEL R. MCGill, BOARD PRESIDENT~ t'c)'
PROPOSED CHANGES TO CSDA BYLAWS
TO:
SUBJECT:
Attached is a copy of the proposed amendments to the CSDA bylaws. Each member
agency is asked to vote on the proposed amendments. They appear to be non-
substantive.
The next meeting of the Contra Costa Chapter of the CSDA is on July 19 and the
proposed amendments will be discussed. The ballot is due by July 30, 2010. 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 and the
Chapter's recommendation.
'.,.111
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Ml3I!l~
MEMORANDUM
DATE: June 9, 2010
TO: California Special Districts Association (CSDA) Voting Members
FROM: Mark Bryant, CSDA Board President
Neil McCormick, CSDA Executive Director
SUBJECT: Proposed CSDA Bylaws Amendments
The CSDA Elections and Bylaws Committee and the CSDA Board of Directors have approved
changes to the CSDA Bylaws (last amended October 2009). The main reason for the proposed
change to the bylaws is to redefine CSDA voting members and non-voting associate members.
A few other changes have been made as well and are indicated on the attached "Major
Amendments Summary."
The current CSDA Bylaws require a majority vote of a quorum of Regular CSDA members. All
documents have been placed online for easy access and viewing. The current CSDA bylaws
(October 2009), the proposed 2010 Bylaws in mark-up form and an electronic version of the
enclosed "Major Amendments Summary."
Once your district has reviewed the proposed updated bylaws, please use the official ballot with
prepaid postage to cast your vote via mail. Completed ballots need to be received before
Fridav. Julv 30.2010 at 5:00 pm. An official ballot with return postage is enclosed for your
convenience. The results of the Bylaws ballot will be announced in the CSDA E-News and on
the CSDA website -- www.csda.net. If approved, the updated bylaws will take effect on August
1,2010.
If you have any questions or require hard copies of any of any of these documents, you can
contact Diana Zavala, Executive Assistant at dianaz@csda.net or 916.442.7887. Thank you for
your participation and continued support of CSDA.
California Special Districts Association
1112 I Street, Suite 200
Sacramento, CA 95814
toll-free: 877.924.CSOA (2732)
t: 916.442.7887
f: 916.442.7889
wvvw.csda.net
A proud California Special Distncts Alliance partner
Special District Risk Management Authorit~.
1112 I Street, Suite 300
Sacramento. CA 95814
toll.lree: 800.537.7790
19162314111
CSDA Finanr:e Corporatiun
1112 I Street, Suite 200
Sacramento, CA 95114
tull free. 8n.924 CSDA (21~2J
f 91644271][;9
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Proposed 2010 CSDA Bylaws Updates
Major Amendments Summary
PROPOSED AMENDMENT #1:
Independent Special ~istrict (ISO) is changed to "Regular Voting Member"
throughout the bylaws.
PROPOSED AMENDMENT #2:
Article II. Membership
CSOA Regular Voting Member and Associate Member definitions were updated.
This section was updated in order to clarify that air quality management districts,
air pollution control districts, county water agencies or authorities, transit or
rapid transit districts, metropolitan water districts, flood control districts and
sanitation agencies are voting CSOA members. Associate Member definition was
updated to specifically include LAFCOs and Joint Powers Authorities (JPAs).
OLD LANGUAGE:
A. Regular Voting Members:
Shall be those ISDs given authority to perform, under California law, governmental or
proprietary functions within limited boundaries. ISDs do not include the state, city,
county, school districts or any entity not defined as an ISD under state law. ISO
members have voting privileges and may hold seats on the Board of Directors.
B. Associate Non-Voting Members:
Shall be those organizations such as dependent districts, joint power authorities, cities,
mutual water companies, improvement associations, and those entities who are not
defined as ISDs under California law. Associate members have no voting privileges and
may not hold a seat on the Board of Directors.
NEW LANGUAGE:
A. Regular Voting Members:
Regular voting members shall be any public agency formed pursuant to either general
law or special act for the local performance of governmental and/or proprietary functions
within limited boundaries, and which meets anyone of the following criteria:
California Special Districts Association (CSDA)
Proposed 2010 Bylaws Updates
1. Meets the definition of "independent special district" set forth in Government
Code Section 56044 by having a legislative body all of whose members are
elected, or which members are appointed to fixed terms; or
2. A public agency whose legislative body is composed of representatives of
two or more other public agencies. Such representatives may be either
members of the legislative body or designated employees of such other
public agencies. Public agencies which qualify as regular members pursuant
to these criteria include, but are not limited to the following public agencies:
(a) air quality management districts; (b) air pollution control districts; (c)
county water agencies or authorities; (d) transit or rapid transit districts, or
transportation authorities; (e) metropolitan water districts; (f) flood control
and/or water conservation districts; (g) sanitation agencies.
Regular voting members do not include the state, cities, counties, school districts,
community college districts, dependent districts, or joint powers authorities. Dependent
districts are defined as those special districts whose legislative body is composed
exclusively of members of a Board of Supervisors of a single county or city council of a
single city, LAFCOs, joint powers authorities or the appointees of such legislative bodies
with no fixed terms.
Regular voting members have voting privileges and may hold seats on the Board of
Directors.
B. Associate Non-Votina Members:
Shall be those organizations such as dependent districts, cities, mutual water
companies, and those public agencies that do not satisfy the criteria for regular voting
membership specified in Section A above.
Associate members have no voting privileges and may not hold a seat on the Board of
Directors.
PROPOSED AMENDMENT #3:
Article II. Section 4. A: Votina Desianee
This section was updated to state that voting members must be "in good
standing."
OLD LANGUAGE:
A. V otin2 Desi2nee:
In accordance with these Bylaws, only ISO members who hold regular member status may have
voting privileges. The governing body of each ISO shall designate by resolution, one
representative from their respective district who shall have the authority to exercise the right of
the ISO to vote. Such voting designee shall be a Board member or managerial employee of the
member ISO. Each member ISO shall file such resolution with CSOA.
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California Special Districts Association (CSDA)
Proposed 2010 Bylaws Updates
NEW LANGUAGE:
A. V otinl! Desil!nee:
In accordance with these Bylaws, only regular voting members in good standing shall have voting
privileges. The governing body of each regular voting member shall designate by resolution, one
representative from their respective district who shall have the authority to exercise the right of
the regular voting member to vote. Such voting designee shall be a Board member or managerial
employee of the member regular voting member. Each regular voting member shall file such
resolution with CSDA.
PROPOSED AMENDMENT #4:
Article III. Section 2: Term of Office:
This section updates the date that newly elected CSDA Directors take office.
Currently, the new Directors take their seat at the CSDA Annual Conference in
September. This update would have new directors as "directors-elect" until
January 1 and they would take their seat at that time. New Board Officers are
currently selected at the Annual Conference and take office immediately. This
also updates them to "officers-elect" until January 1 of the following year. These
updates bring all of CSDA to a calendar year - committees, budget, officers,
directors, etc.
OLD LANGUAGE:
Section 2 Term of Office:
Directors elected from each of the six (6) regions shall hold staggered three (3) year terms. After
the annual election of directors, a meeting of the Board shall be held. The term of office of the
newly elected persons shall commence upon being ratified and seated by the Board of Directors,
and shall terminate in three (3) years when their successors take office or are appointed and
qualified.
NEW LANGUAGE:
Section 2 Term of Office:
Directors elected from each of the six (6) regions shall hold staggered three (3) year terms. After
the annual election of directors, a meeting of the Board shall be held to ratify the election results.
The term of office ofthe newly elected persons shall commence on the following January 1 arid
shall terminate in three (3) years.
PROPOSED AMENDMENT #5
Article III. Section 4: Ballotina and Election:
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California Special Districts Association (CSDA)
Proposed 2010 Bylaws Updates
This adds "Staff will execute a proof of service certifying the date upon which all
regular voting members of each region were mailed a ballot." It also consolidates
Section A and B into one.
OLD LANGUAGE:
B. Ballotine::
After the nomination period for directors is closed, a mailed ballot specifying the certified
nominees in each region shall be distributed to each ISD regular member in good standing by first
class mail. Each such regular member in each region shall be entitled to vote for each ofthat
region's open seats on the Board.
The ballot shall contain all nominations accepted and approved by CSDA. A certified affidavit
from the Elections & Bylaws Committee will be included, stating all current ISD members in
each region were sent a mail ballot. .
C. Election:
ISD members will be entitled to cast one vote for each of the open seats of directors in their
region for which nominations have been accepted and approved by CSDA.
Ballots shall be returned by mail to the principal business address of CSDA prior to the close of
business (5 pm) on the designated election date, which shall be at least forty-five (45) days prior
to the annual business meeting of the members held at the Annual Conference. Ballots received
after the specified date shall not be counted.
All ballots shall remain sealed until opened in the presence of the Election and Bylaws
Committee chairperson or hislher designee.
NEW LANGUAGE:
B. Ballotine: and Election:
After the nomination period for directors is closed, a mailed ballot specifying the certified
nominees in each region shall be distributed to each regular voting member in good standing by
first class mail. Each such regular member in each region shall be entitled to cast one vote for
each of that region's open seats on the Board.
The ballot for each region shall contain all eligible nominees. Staffwill execute a Proof of
Service certifying the date upon which all regular voting members of each region were mailed a
mail ballot.
Ballots shall be returned by mail to the principal business address of CSDA prior to the close of
business (5 pm) on the designated election date, which shall be at least forty-five (45) days prior
to the annual business meeting of the members held at the Annual Conference. Ballots received
after the specified date shall not be counted.
All ballots shall remain sealed until opened in the presence of the Election and Bylaws
Committee chairperson or hislher designee.
4
Califomia Special Districts Association (CSDA)
Proposed 2010 Bylaws Updates
PROPOSED AMENDMENT #6:
Article III, Section 7: Director DisQualification:
Adds the following paragraph: "Any officer or director may resign at any time by
giving written notice to the President or Executive Director. Any such resignation
shall take effect at the date of the receipt of such notice or at any time specified
therein,"
OLD LANGUAGE:
Section 7. Director Disqualification:
A director shall become disqualified from further service upon the occurrence of the
following:
A director's ISD is no longer a member of the CSDA; a director is no longer a Board
member or an employee of a member ISD; and/or a director shall resign.
A. The position of a director may be declared vacant by a majority vote of the CSDA Board of
Directors when a director shall fail to attend three (3) consecutive meetings.ofthe Board,
without prior notice to the Board President.
NEW LANGUAGE:
Section 7. Director Disqualification:
A director shall become disqualified from further service upon the occurrence of the
Following:
A director's voting member district is no longer a member of the CSDA; a director is no
longer a Board member or an employee of a regular voting member; and/or a director shall
resign.
Any officer or director may resign at any time by giving written notice to the President or
Executive Director. Any such resignation shall take effect at the date of the receipt of such
notice or at any time specified therein.
A. The position of a director may be declared vacant by a majority vote of the CSDA Board of
Directors when a director shall fail to attend three (3) consecutive meetings of the Board,
without prior notice to the Board President.
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California Special Districts Association (CSDA)
Proposed 2010 Bylaws Updates
PROPOSED AMENDMENT #7:
Article VI. Section 4: Standina Committees:
The Audit Committee is a standing committee of CSDA and was inadvertently left
off of the last bylaws update. Therefore, the Audit committee is added including
language defining the committee's responsibilities.
NEW LANGUAGE:
I. Audit Committee:
The Audit Committee is responsible for maintaining and updating internal controls. The
Committee selects the Auditor for Board approval and provides guidance to the auditors on
possible audit and fraud risks. The Committee reviews the audit and management letter and
makes recommendation to the Board for action.
All other changes shown in the proposed 2010 Bylaws are grammatical and/or changes
making the Bylaws reflect CSDA's current policy (i.e. Past President is an officer,
Legislative Committee serves the Legislative Department (we now have three
advocates), etc.
You can access the full 2009 bylaws; the 2010 proposed bylaws
revisions; this "Major Amendments Summary" page and a sample
resolution at bvlaws.csda.net.
Contact:
Diana Zavala, Executive Assistant
California Special Districts Association
1112 I Street, Suite 200
Sacramento, CA 95814
(916) 442-7887
dianaz@csda.net
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Califomia Special Districts Association (CSDA)
Proposed 2010 Bylaws Updates