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11-18- 01 SANTA CLARA COUNTY CITIES ASSOCIATION BYLAWSC ow l " nF MEETING DATE: 11/15/10 ITEM NO: I io COUNCIL AGENDA REPORT DATE: NOVEMBER 3, 2010 TO: MAYOR AND TOWN COUNCIL FROM: GREG LARSON, TOWN MANAGER r SUBJECT: SANTA CLARA COUNTY CITIES ASSOCIATION BYLAWS RECOMMENDATION Review and approve revisions to the Santa Clara County Cities Association Bylaws. BACKGROUND The Santa Clara County Cities Association Bylaws Review Committee has made suggested revisions and amendments to the Cities Association Bylaws. The attached letter (Attachment 1) summarizes the suggested revisions. Also attached are the current Bylaws (Attachment 2) showing detailed suggested revisions. The Cities Association Board of Directors request that Member Jurisdictions review the Bylaws revisions for approval by December 2010. DISCUSSION The recommended revisions and amendments are based on initial recommendations presented at the June Cities Association Board Meeting and feedback received thereafter from Board Members since that presentation. The revisions have been thoroughly reviewed by Jolie Houston, Attorney and retained counsel by the Cities Association, to ensure compliance with state and federal laws. On October 14, 2010, the board approved the Bylaws as amended and agreed to forward the revisions to member jurisdictions for approval. CONCLUSION Review and approve revisions to the Santa Clara County Cities Association Bylaws. PREPARED BY : GREG LARSON Town Manager Rey iewed by: __�S� Assistant Town Manager NL—Town Attorney Clerk Administrator finance Community Development N:\MGR \AdminWod:I'iles\2010 Council Reports \l I -I5-10 Cities Bylaws TC report.doc :A S A'CLARA;C,OUrITY ` TO: MrMBERJURISDICTIONS FROM: RAANIA MOHSEN, EXECUTIVE DIRECTOR SUBJECT: CITIES ASSOCIATION BYLAWS AMENDMENTS FOR APPROVAL DATE: 10/22/2010 CC: BYLAWS REVIEW COMMITTEE (AL PINHEIRO, DAVID CASAS, DON PERRY, STEVE TATE) JOLIE HOUSTON, ATTORNEY, BERLINER The Bylaws Review Committee has made amendments /suggested revisions to the Cities Association Bylaws. These recommendations are based on initial recommendations presented at the June Board Meeting and feedback received thereafter from Board Members since that presentation. The revisions have been thoroughly reviewed by Jolie Houston, Attorney and retained counsel by the Cities Association, to ensure compliance with state and federal laws. On October 14, 2010, the Board approved the Bylaws as amended and agreed to forward the revisions to member jurisdictions for approval. Thus, on behalf of the Board, I am requesting review and approval of the Bylaws as amended from all Member Junsdictions. To su mmariz e, the suggested amendments include: a) language revisions; " b) correction of facts; c) name change of the "Santa Clara County Cities Association" to the "Cities Association of Santa Clara County;" d) updates to reflect current adopted policies and government code, e.g. The Brown Act; and e) addition of an es- officio member to the Board of Directors from the SCC Board of Supervisors. For a better understanding of the recommended changes and context, please refer to the "red- lined" bylaws attached to this memo and the amendments /revised items listed below. 1. Delete Preamble. 2. Article I, Section 1. Change name of the organization from "Santa Clara County Cities Association" to the "Cities Association of Santa Clara County." This name change has been suggested to resolve common confusion of the Cities Association being a "county" organization. 3. Article I, Section 1. Removal of all language associating the Cities Association as a °Section" of the League of California Cities Peninsula Division. According to the LCC and its bylaws, the Cities Association is not a section of the League. If it were true, then the Cities ATTACHMENT 1 16. Article VI, Section 2, (a). Update of the Santa Clara County /City Managers' Association correct name. 17. Article VI, Section 3, (b). Revise Other Committees formed by the President with approval of the Board to include only elected individuals of any member City. 18. Article «, Section 4. Add Section 4. Amend section to include quorum requirements for the City Selection Committee. [Note from Attorney: 1) Government Code 50272 states that it is a majority of the number of cities within a county entitled to representation on the CSC. There are 15 cities in SCC, thus a majority would be 8.] 19. Article VII, Section 2. Update of Dues policies to current practices and policies voted on by the Board. 20. Article VII, Section 3. Update of Funds policies to reflect current practices and adopted policies voted on by die Board. 21. Article VII, Section 4. Update of Accounting policies to reflect current practices and adopted policies voted on by the Board. 22. Delete notes to the bylaws from former member Barbara Nesbet. The Board of Directors request that Member Jurisdictions review the Bylaws revisions for approval by December 2010. Thus, it would be appreciated if you can place this as an item on your agenda at a future Council Meeting in November. If you would like me or members of the Bylaws Review Subcommittee to attend this meeting, please let me know in advance. If you have any questions, please feel free to contact me at any time. Thank you for your support, AT Raania Mohsen Fxecutive Director Santa Clara County Cities Association 505 West Olive Avenue, Suite 749 Sunnyvale, CA 94086 (408) 730 -7770 (408) 398 -3025 cell mania mohsen LLsccca gov Revised 05/19/2010 Revised 10107(10 Revised_10 /11/10 Revised 10/13110 Revised 10121(10 BYLAWS Of the CITII S ASSOCIATION OF SANTA CLARA COUNTY r' rrlc a ocrir- o.�.. A eECTIGNns•TIM - - -- - ----- --- ---- PEKNFNSUL: DFY-ISION LEAG UE-OF-GALIFORNM C ITIES Ocflltiel' 200612010 rarli7.��i3YiJ F purpose C efatur -a ! l F eflti'mfln ditekast -}1P -.-kE 2S OF S$n I C }'lid. C- EitintY hapG' es`flb Fhe S2nEa-Ctt1t2 E-Ol1Pti+ C E }es Asso etff rz— r r',c, - aiic fi-ekltW a ;.ro.. .. .. purposes -ef- ilia- Fntercet}- E=euxci�l -fl{t j Sn:itx-f=;lara- County- Aiayoi's- Csnererce the { =ity- "� . �._ }neeiEtac Set - Santa- FEate- C.,a., ze d as a 5ee of . ; . sua-B .. s 0*, If Gabiorhia Cities, flu's tile- the -i;:al El l ... d by the lGG. Nla onf G�+.nd- _ a r�a:p., e � . f oi- , t;te- C +ty -Se} eetia}}- Goniriiitaeax<a- further- recebxtae�Fta �'exgthening sf- tktaseroks,-- iv}ich -eam Co} . ARTICLE I NAME, PURPOSE AND POWERS `Formatted: Tab stops 3.25 , Centered + Not at _1.. + 0.5 + a + o 5 + 0.9' + 1.35" + 1.8 + 2.25 + 2.] + 3 15" + 3.6' + 4.05 +4.5 +5 +5.4' +5.85 + 66' +7"+ 7.5' Section 1 . Name. The name of this unincorporated association shall be the Cities Association of Santa Clara County Cities = ••A- ssesiaiit*n, u -Seer ion -e€ the - Per•« - Division -of-d! Leagu of -Galif imia- Cities, hereinafter referred to as the " Association Suetie: }." Section 2 . Principal Place of Business The principal place of business of this - Association shall be such place within the County of Santa Clara as may be designated from time to time by the Board of Directors of this Association and if none has been so designated, such place of business shall be the City Hall of the City of which the Association-Seetiott President is a member of the legislative body. Section 3 . Purpose The purposes and functions of this Associat lonsuea'tion shall be as follows: ATTACHMENT 2 ARTICLE III BOARD OF DIRECTORS Section 1 . Selection and Tenure The Board of Directors of this AssociationSecedon shall be composed of a representative from each member city, selected by and from the legislative body thereof. Each Board member shall hold office at the pleasure of his or her City's - legislative body, and selection shall be made in such manner as the respective legislative bodies of member Cities may themselves determine. Section 2 . Alternates The legislative body of a member City may, in its discretion, - select from among its members an alternate to represent that City on the Board of Directors and vote in the absence of the member from that City. - - - Section 3 . - Notice of Appointment The legislative body of each member City shall, - - - - -- - immediately upon the selection of one of its members as a member of Board of Directors, or as alternate, advise the AsseciationSestien Secretary /Treasurer of such appointment. Section 4 Ex Officio Member The Gb Mimageps'G — ° Clara County! Cities A Association, an advisory committee ef hi the ASsociationSceetion. accordin< to the provisions of Article Vl, Section I W1 and the Santa Clara Countv Board of Supervisor may - - each appoint one of its members to serve as an ex officio member of the Board of Directors. The ex officio member may participate in deliberations but shall not participate in voting or in any of - - the privileges of membership, and shall not be counted for the purpose of determining whether a quorum of the Board is present. Section 5 . Compensation No member of the Board of Directors, including officers, - shall receive any compensation from the Association for his or her services as a member of the Board. No member of the Board, including officers, shall be entitled to reimbursement - from the Associatiow for expenses incurred on Associat business unless such reimbursement shall be authorized in advance by the Board of Directors oi.�unless•_ such _ - reimbursement is authorized and distributed by the members respective citti' Section 6 . Duties It is the responsibility of the members of the Board to report to and - solicit comments from their fellow City Council members on major issues and to keep their City Councils informed on the business of the Section. ARTICLE IV OFFICERS Section 1 Officers Designated The following officers of this Association shall be elected by the Board of Directors: President, First Vice President, Second Vice President and Secretary /Treasurer. Officers shall be selected from Council Members and Mayors of Member Cities. 3 for officers for the following you. Additional nominations may be made from the floor at the _ meeting where the election is to be conducted, providing the consent of the nominee has been secured. -. ARTICLE V - - - MEETINGS - - Section 1 . Schedule and Locations Regular meetings of the Board of Directors shall be - - held, at a minimum, every other month at a time and location determined by the Board of Direc- tors. The Board of Directors shall schedule periodic meetings of the general membership, to _ include all members of legislative bodies of member Cities. - - Section 2 Notice and vI elings The Association is legislative body foi purposes of - Formatted Font Times New Roman, Not the Brown Act (Govt. Code 54950 et sea). Notice of the time and lace of all re meetings J Bold shall be given in writing by the Secretary/Treasurer or a designee to all members of the Board at - " Formatted: F ont Times New R least fiy three (=) days prior to the meeting. Such notices shall-mabe sent by United States mail, postage prepaid, or by electronic mail, or by the Internet, which shall be deternned to be _ personally delivered. Notice of special meetings shall be given by the Secretary/Treasurer or a designee to all Board members at least one (1) ea in advance and in the manner required by - Government Code section 54956. The Secretary /Treasurer or designe shall be responsible for preparing and posting agendas of Board meetings three (3) d prior to ays the meeting _and in compliance with Government Code section 54954.2. Section 3 . Quorum. A majority of the members of the Board of Directors shall constitute a quorum to do business at any such regular or special meeting. F- - '�t�� ° .Wi nes -z# que a_ .and all mimern requi g a .... = as= fr` €3oftrdaf Di-rz��', fie presiding � =ee�• ��R �� sir ..:<3 -s2F:e i.. �. ., designate - ., 'a represetN:nEiv s .�..,� his or :- f- ity= s- atteudi=. �r aher ,•rat,°'��. --.�. {4ty Section 4 . V °fine The affirmative vote of a majority of the members of the Board of Directors present shall be necessary for the Board of Directors to take action_ Each member of the Association shall have one vote. Section 5 . Rules of Order Subject to the provisions of these By -Laws, the meetings of the Board of Directors shall be governed by Robert's Rules of Order. Newly Revised ARTICLE VI COMMITTEES Section 1 Standing Committees —a. Executive Board The Executive Board shall act to accomplish, administer and- facilitate the goals and the purposes of the Associatiou at the direction of the 5 Formatted: Keep lines together fFOrmatted: Numbered + Level: 1+ Numbering Style: a, b, c, ... + Start at: 1 + Alignment: Left +Aligned at: 0.25" +Indent at: o.S.. committee to the Associauon The r " m rg °' ' " a•-° eeSanta Clara County City Manazer' Association may choose an ex officio representative to the Board of D'ir'ectors. Section 32 Other Committees Authorized a. A nominating committee will be appointed as required and in accordance with the - - - provisions of Article IV. - - b. The President, with the consent and approval of the Board of D'ir'ectors, may appoint such committees as may be necessary from time to time, and designate the - chair and the purpose of each such committee. Any o" "'�- Tip yee lected - indi.-idual of any member City shall be eligible to serve upon any such committee. - - - - Section 4 3. Quo rum. The quorum for each committee except the City Selection Committee shall be determined by the Board at such time as the committee is created. A run um - for the Citv Selection Conmuttee shall be eight f8) members The minority vote for the City - Selection _Co_rvnittee j8) is required tq appoint representatives io board _couunission or_ - aeencie�. Whenever a qunrum ii not Lresent the meeting shall be adjourned or postponed to a - subsequent_time and place m_deteraned by the Chan'. _ ARTICLE VII FINANCES Section 1 . Bud et. On or before April 15 of each calendar year, the Boatel of Directors - shall approve a preliminary budget for the AssociationS -cuou for the fiscal year commencing with July 1 of the same calendar year. The Board of Directors shall adopt a final budget no later than June 15 of each year. A copy of the preliminary budget when approved and a copy of the - final budget when adopted shall be transmitted to each member City. Section 2 . _ Dues. Each member City shall pay to this ,Assoc ino_lSeetiei annual dues - -_[ Formatted: Font: 12 pt in accordance with a dues schedule adopted by the Board of Directors on or before June 1 of each " ' Formatted: Font. 12 pt year. Dues shall be for the fiscal year commencing July 1 and shall be an eque"moumt for each member City based upon the approved budget. The full amount shall be due and payable before July 1 of each year. Any City becoming a member of this Associati au geetioa during a fiscal year . - �, Fo rmatted: Font:_ 12 pt shall pay the full dues for that year prior to exercising any rights of membership. The dues schedule shall be revised every dvee (3) to tour f4)years -- 1 F orm att ed: Font: 12 at -- -_._ . ormattetl Font: 12 pt -.� Formatted; Fo nt: Time New Roman, 12 pt Section 3 . Funds. All funds received by the Asociatien the membership -- - -- - -_ - "_ " "- or any other source shall be deposited in a financial institution or institutions determined by the Secretary/Treasurer and disbursed only by check signed by any (wit;, :�-atj- persons designated by the Board of Directors as signers on the account including the Executive Director, the Secretary/Treasurer and the President. There .hail be a Reserve of funds to cover six (6) to nine (91 month, of operating expenses to ensure fnancial stab lit ufthe Associa The dues schedule shall be revised as such. 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