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HomeMy WebLinkAbout21.a. Consider proposed changes to CCSDA Chapter Bylaws Page 1 of 18 Item 21.a. CENTRALSAN jdf A- hom CENTRAL CONTRA COSTA SANITARY DISTRICT March 3, 2022 TO: HONORABLE BOARD OF DIRECTORS FROM: BARBARA D. HOCKETT, BOARD MEMBER SUBJECT: CONSIDER PROPOSED CHANGES TO CONTRA COSTA SPECIAL DISTRICTS ASSOCIATION (CCSDA) CHAPTER BYLAWS Attached is a copy of the proposed amendments to the CCSDA Chapter Bylaws. Each member agency is asked to vote on the proposed amendments. The Bylaws were recently reviewed by the Board for consideration and were approved. Subsequently, the Executive Committee has suggested additional amendments to its Bylaws, which include: • Addition of the office of past President to the Executive Committee, at the discretion of the President and to be appointed by the President (choosing a prior President to serve this office); • Allow the Executive Committee to alter the date of a regular meeting (normally, the third Monday of the meeting month)where circumstances warrant; • Confirm mailing of agenda to be at least 15 days prior to meeting; • Quorum voting requirements: • If less than a Quorum is present at the Annual Meeting (for voting of Officers), then a two-thirds (2/3)vote of the member districts in attendance will be required to elect each officer candidate; and • If less than a Quorum is present at a meeting in which Bylaw changes are to be voted upon, then a three-quarters (3/4)vote of the member districts in attendance will be required to affect the Bylaw changes. I am in favor of approving these changes to the bylaws and, with your concurrence, will submit the District's ballot taking into account your comments by the March 10 deadline. ATTACHMENTS: 1. Strikeout version of Proposed Revised Bylaws March 3, 2022 Regular Board Meeting Agenda Packet- Page 148 of 165 Page 2 of 18 Chapter Bylaws For The Contra Costa Special Districts Association A Chapter of the California Special Districts Association I March 3, 2022 Regular Board Meeting Agenda Packet- Page 149 of 165 Page 3 of 18 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 Members-at-Large Section 6.4 Duties of the Past President(if ap oip •rated) 2 March 3, 2022 Regular Board Meeting Agenda Packet- Page 150 of 165 Page 4 of 18 Section 6 46 5 Duties of the Appointed Secretary Section 6-56_6 Duties of the Appointed Treasurer ARTICLE 7 CHAPTER COMMITTEES AND WEBSITE 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. Adopted: January 24,2011 Amended: January 27,2020 Amended: January 25,2021 Amended: March 21,2022 Appr-eve& �n�ndcd: March 3, 2022 Regular Board Meeting Agenda Packet- Page 151 of 165 Page 5 of 18 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. 4 March 3, 2022 Regular Board Meeting Agenda Packet- Page 152 of 165 Page 6 of 18 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 Tykes 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 Oualifications for Membership A. Reeular 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 5 March 3, 2022 Regular Board Meeting Agenda Packet- Page 153 of 165 Page 7 of 18 above, may also become an associate member upon approval of membership 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. 6 March 3, 2022 Regular Board Meeting Agenda Packet- Page 154 of 165 Page 8 of 18 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. Bi-Monthly Meetings (1) The Chapter meetings shall be held every other month,normally on the third Monday of January, March, May,July,September and November at a place which has been designated by the member districts or the C+a-irExecutive Committee. Executive Committee may alter the meeting date where circumstances warrant it. (2) Written notice of general membership meetings shall be mailed,faxed or emailed to each member district no less than fifteen (15) 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 fifteen (15) 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 Membershig Meetings A. Rules of Order Roberts Rules of Order shall govern the Chapter meetings. 7 March 3, 2022 Regular Board Meeting Agenda Packet- Page 155 of 165 Page 9 of 18 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 Ouorum of Membership A. A Quorum 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 tweakfifteen(152,9)days in advance of the meeting date to all members. B. If less than a Quorum 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(lst)or more(2nd,3rd,etc.)alternates who shall have the right to vote(in priority order)in the absence of the assigned 8 March 3, 2022 Regular Board Meeting Agenda Packet- Page 156 of 165 Page 10 of 18 voting representative. (2) The vote of the member district shall be cast by the designated representative of the district or the(next)alternate member of the district. (3)If any 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 StandinE 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 Quorum of regular member districts at a 9 March 3, 2022 Regular Board Meeting Agenda Packet- Page 157 of 165 Page 11 of 18 properly noticed meeting. B. No assessments shall be levied on members,and no members shall be subject to 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 by 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 at least an elected President,an elected Vice- President,and two elected Members-At-Large. At the discretion of the President, the Chapter may include the office of"Past President",to be filled by appointment of the President,with a former prior President of the Chapter. 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. 10 March 3, 2022 Regular Board Meeting Agenda Packet- Page 158 of 165 Page 12 of 18 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 Oualification for Elected Offices A. Each officer must,at the time of elections,and throughout the term of his/her office,be 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 Ballot Committee at the November 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 by 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 membership)must be supported by a copy of a motion or resolution adopted by the member district Board of Directors supporting such nomination; B. The Ballot Committee shall present all nominations made and/or submitted at the Annual Meeting in January. The Ballot 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 Ballot Committee a copy of a motion or resolution adopted by the member district Board of Directors supporting such a 11 March 3, 2022 Regular Board Meeting Agenda Packet- Page 159 of 165 Page 13 of 18 nomination. E. After closing nominations ftom the floor,the Ballot Committee will conduct the election. If time permits,the Ballot Committee may allow multiple candidates nominated for the same position,up to three(3)minutes to briefly introduce themselves prior to the voting. The candidates receiving votes of a majority of a Quorum of regular member districts shall be considered elected and may be installed at the Annual Meeting. If less than a Quorum of the membership is present at the Annual Meeting,a two-thirds(2/3)vote of member districts in attendance will be necessary to elect each candidate. Section 5.5 Vacancies of Elected Officers A. In the event that any officer at the time of taking office,or during the tern 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 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 call 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 offices of Members-At-Large,the vacancy shall also be filled by a call for nominations and a vote of the membership present at the next regular Chapter meeting. F. The individuals elected to fill the vacancy of Vice-President and/or Members-At- Large shall be eligible to take office only after filing with the Chapter President or his/her designee,a copy of a motion or resolution adopted by the member district Board of Directors supporting such a nomination. G. If the President has appointed a previous President to serve in the office of Past President,then any vacancy in that office may be filled,at the discretion of the President,with a different prior President,or the office may be left unfulfilled. 12 March 3, 2022 Regular Board Meeting Agenda Packet- Page 160 of 165 Page 14 of 18 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 Quorum of the regular member districts. ARTICLE 6: DUTIES OF CHAPTER OFFICERS Section 6.1 Duties of the President 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 Chapter'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 13 March 3, 2022 Regular Board Meeting Agenda Packet- Page 161 of 165 Page 15 of 18 Nominating Committee. Section 6.3 Duties of the Member-At-Large A. It shall be the Members-At-Large's responsibility to assist the President and Vice President in every way possible to further the goals of the Chapter. B. The Members-At-Large will serve on the Executive Committee. C. The Members-At-Large will complete responsibilities as assigned to them by the Executive Committee. Section 6.4 Duties of the Past President(if appointed) A. The Past President shall serve to provide continuity to the current President and Executive Committee. The Past President shall advise on matter of ongoing govemance of the Chapter and assist the President in his or her duties,as d . esired. Formatted:Font:(Default)Times New Roman,12 pt Section 646.5 Duties of the AgIjointed Secretary 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 656.6 Dudes 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. 14 March 3, 2022 Regular Board Meeting Agenda Packet- Page 162 of 165 Page 16 of 18 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 two Members-At-Large. Also,the Executive Committee may include a Past President,as appointed by the President in his/her discretion: 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 deemed necessary to conducting Chapter business. B. The Website shall contain information on the Chapter's Executive Committee (officers and contacts),the Chapter's Member Districts,and Associate Members. C. The Website shall provide links to the Chapter's Newsletters. D. The Website shall contain information on events relevant to the Chapter,its mission,history,and services. E. The Website shall contain any updates,notices and events of interest to the Chapter membership,as deemed appropriate by the President or his/her designee. ARTICLE 8: AFFILIATIONS Section 8.1 State Office of California Special Districts Association I March 3, 2022 Regular Board Meeting Agenda Packet- Page 163 of 165 Page 17 of 18 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 A. Voting by the member districts is required for changes to the Bylaws. B. Any alteration,amendment or revision to the Bylaws require either: (i1 _(i}a two-thirds(2/3)vote of a Quorum of the Chapter member Formatted:Font:(Default)Times New Roman,12 pt districts at a duly noticed meeting,or (ii) If less than a Quorum of the membership is present,a three- quarters(3/4)vote of member districts in will be required;or (iii)a two-thirds(2/3)vote of all 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 such proposed Bylaw change(s). C. Unless otherwise stipulated,all amendments to the Bylaws shall become effective immediately following approval by the Chapter member districts. 16 March 3, 2022 Regular Board Meeting Agenda Packet- Page 164 of 165 Page 18 of 18 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 six4eeon seventeen(126)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-24k-21�of March,2022-1. Formatted:Superscript (Signature of Appointed Chapter Secretary) Ironhouse Sanitary District (Name of agency providing support services) 17 March 3, 2022 Regular Board Meeting Agenda Packet- Page 165 of 165