06 Staff Report - 2004 League of California Cities
DATE: TO: FROM: COUNCIL AGENDA REPORT AUGUST 25, 2004 MAYOR AND TOWN COUNCIL \Jzr DEBRA J. FIGONE, TOWN MANtx-GER MEETING DATE: 9 17/04 ITEM NO. b SUBJECT: APPROVERECOMMENDED
TOWNPOSITIONS FORTHE 2004 LEAGUE OF CALIFORNIA CITIES RESOLUTIONS PRESENTED ATTHEANNUAL CONFERENCE ON SEPTEMBER 17-19,2004 RECOMMENDATION: Approve recommended Town positions for the
2004 League of California Cities (LOCC) Resolutions presented at the Annual Conference on September 17-19,2004. BACKGROUND: Each year, the LOCC accepts proposed resolutions from member
cities, towns and elected officials to be adopted at its annual conference. Prior to the conference, the resolutions undergo review by the appropriate LOCC policy committee(s). On Friday,
September 17, the policy committees will meet to finalize their recommendations on the resolutions, which are then reported to the General Resolutions Committee on Saturday, September
18. Resolutions that are approved by the General Resolutions Committee will then be reported on the floor of the General Assembly at the Annual Business Meeting on Sunday, September
19. Resolutions that are not approved by the General Resolutions Committee may still be considered on the floor of the General Assembly if there is a motion made with adequate vote indicated.
The voting delegates ofthe General Assembly will make . the final determinations on the resolutions. The Town's primary voting delegate is Mayor Steve Glickman and the alternate voting
delegate is Council Member Sandy Decker. DISCUSSION-: The notice of the annual meeting and transmittal of resolutions is enclosed for your review and consideration (Attachment No.1).
A description of the resolutions, recommended positions, synopsis, and analysis are included in the attachment. It is recommended that the Town Council support the attached resolutions.
PREPARED BY: Gary Rogers, Human Resources N:IPSLIGROGERSICNFlCOUNCIL\League Resolutions 2004 StaffReport.wpd LJ Y' U.-Reviewed by: ct.f;Attorney roAssistant Town Mgr.__Finance
Revised: 8/25/04 4:49 pm Reformatted: 7/14/99
1I COUNCIL AGENDA REPORT SUBJECT: CONSIDER APPROVAL OF TOWN POSITIONS FOR 2001 LEAGUE OF CALIFORNIA CITIES llliSOLUTIONS PAGE 2 August 20,2001 FISCAL IMPACT: There is no fiscal impact
associated with the apf)roval ofthe League ofCalifornia Cities Resolutions. ATTACHMENTS: Attachment No.1: League of California Cities Notice of Annual Meeting and Transmittal of· Resolutions
Packet Distribution: Town Department Heads
Heiltt'qlulrcC'n 1400 K STREET SACRAMENTO. CA 95814 PH:(916) 658-8200 FX: (916) 658-8240 SO/lrbern (!jf/"e 602 East Hunringron Dr.. See. C Monrovia. CA 91016 PH:
(626) 305-1315 (626) 305-1345 OF CALIFORNIA CITIES August 13, 2004 Notice of League Annual Meeting and Transmittal of Resolutions Packet p,et,l \/tAUG 1 8
2004 I -III To: 1) Mayors and City Managers. 2) Members of the League Board of Directors 3) Members of League Policy Committees 4) Members of the League's General Resolutions Committee
Meeting Notice The League of California Cities' 2004 Annual Conference will occur on September 17-19 at the Long Beach Convention Center, 300 East Ocean Boulevard, Long Beach, California.
The League's General Assembly will meet on Sunday morning at 9:30 a.m., September 19. Note that one of the items on the General Assembly's agenda is proposed amendments to the League's
bylaws (see Resolution 1 in this packet). The proposed changes concern special meeting procedures, nominating committee composition and process, vacancies in large-city seats on the
League Board, division and department officers, quorum, litigation authority, and membership termination. Additional information is provided in attachment VI of this packet. Conference
registration information has been previously sent to each city and is available at .www.cacities.org/ac. . Packet Distribution Note to City Managers and City Clerks: Please distribute
this packet immediately to the mayor as well as other city officials planning to attend the conference. If your city needs additional copies, we encourage you to make copies of this
packet or print a copy from the League's Website (www.cacities.org/2004resolutions). Only a limited number of additional copies will be available at the conference. -Packet Contents
At the conference, two policy committees, the General Resolutions Committee and the League's General Assembly (comprised of designated voting delegates from each city) will consider
the . enclosed resolutions. This packet contains information relating to the General Assembly's decision-making processes: I. Information and Procedures II. Guidelines for Annual Conference
Resolutions III. Location of Meetings IV. Membership of General Resolutions Committee V. History of Resolutions VI. Annual Conference Resolutions -Resolution #1: Redline Version of Bylaws
and Background Information -Resolution #2: Background Information We look forward to seeing everyone at the conference. Please Bring This Packet to the Annual Conference
I. INFORMATION AND PROCEDURES RESOLUTIONS CONTAINED IN THIS PACKET. The League bylaws provide that resolutions shall be referred by the president to an appropriate policy committeE?
for review and recommendation. Resolutions with committee recommendations shall then be referred to the General Resolutions Committee at the Annual Conference. This year, two resolutions
have been introduced for consideration by the Annual Conference. One, a bylaws amendment, has been referred to the Administrative Services Policy Committee, the other has been referred
to the League's Community Services Policy Committee. BOTH POLICY COMMITTEES will meet atthe Annual Conference on Friday, September 17, 2004,9:00 a.m. -10:00 a.m., at the Long Beach Convention
Center. The sponsors of both resolutions were notified of the time and location of the meeting. . After resolutions are reviewed, recommendations will be made to the General Resolutions
Committee. THE GENERAL RESOLUTIONS COMMITTEE will meet at 1:30 p.m., on Saturday, September 18, 2004, at the Long Beach Convention Center, to consider the reports of both policy committees.
This committee includes one representative from each of the League's regional divisions, functional departments, and standing policy committees, as well as additional city officials
appointed by the League president. THE GENERAL ASSEMBLY will convene at 9:30 a.m. Oll Sunday, September 19, during the Annual Business Meeting in the Long Beach Convention Center to
consider the report of the General Resolutions Committee. . Resolutions considered by the General Assembly will retain the numbers assigned to them in this document. INITIATIVE RESOLUTIONS.
For those issues that develop after the normal 60-day deadline, a .resolution may be introduced with a petition signed by designated voting delegates of 10 percent of all member cities
(48 valid signatures required) and presented to the Voting· Delegates Desk no later than 24 hours prior to the time set for convening the Annual Business Session of the General Assembly.
This year, the deadline is 9:30 a.m., Saturday, September 18. If the parliamentarian finds that a petitioned resolution is substantially similar in substance to a resolution already
under consideration, the petitioned resolution will be disqualified. Resolutions can be viewed on the League's website: www.cacities.org/2004resolutions. . . Any questions concerning
the resolutions procedure should be directed to Linda Welch Hicks in the Sacramento League office at Ihicks@cacities.org or (916) 658-8224; Ron Loveridge, President League of California
Cities Mayor, Riverside 11
II. GUIDELINES FOR ANNUAL CONFERENCE RESOLUTIONS Policy development is a vital and ongoing process within the League. The principal means for deciding policy on the important issues
facing cities and the League is through the standing policy committees and the board of directors. The process allows for timely consideration of issues in a changing environment and
assures city officials the opportunity to both initiate and influence policy decisions. This influence may be exercised directly through participation as a policy committee member or
as a city official visiting a committee meeting to advance a position on an issue under the committee's purview. If committee membership or personal attendance is not feasible, city·
officials may affect policy decisions indirectly through department or division representatives on the policy committees or the board of directors. Annual conference resolutions constitute
an additional process for developing League policies. It is recommended that resolutions adhere to the the following criteria. Guidelines for Annual Conference Resolutions 1. Only issues
that have a .direct bearing on municipal affairs should be considered or adopted at the Annual Conference. 2. The issue is not of a purely local or regional concem. 3. The recommended
policy should not simply restate existing League policy.· 4. The resolution should be directed at achieving one of the following objectives: (a) . Focus public or media attention on
an issue of major importance to cities. (b) Establish a new direction for League policy by establishing general principals around which more detailed policies may be developed bypolicy
committees and the Board of Directors. (c) Consider important issues not adequately addressed by the policy committees and Board of Directors. (d) Amend the League bylaws. 111
III. LOCATION OF MEETINGS Policy Committee Meetings Friday, September 17, 2004 Long Beach Convention Center 300 East Ocean Boulevard Long Beach, CA 90802 NOTE: . Only the Administrative
Services and Community Services Policy Committees have a resolution to consider. Thus, the other policy committee meetings have been cancelled. 9:00 a.m. -10:00 a.m.. Administrative
Services .Community Services Cancelled Employee Relations Environmental Quality Housing, Community & Economic Dev. Public Safety Revenue and Taxation Transportation, Communication &
Public Works General Resolutions Committee Saturday, September 18, 2004, 1:30 p.m. Long Beach Convention Center 300 East Ocean Blvd., Long Beach General Assembly at the Annual Business
'Meeting Sunday, September 19, 2004, 9:30 a.m. Long Beach Convention Center 300 East Ocean Blvd., Long Beach IV
i[Ii I' IIII IV. League of California Cities 2004 GENERAL RESOLUTIONS COMMITTEE Annual Conference -Long Beach Convention Center, September 17-19, 2004 (Committee Meeting: September 18,
2004, 1:30 p.m.) Chair: Alex Padilla, Council President, Los Angeles Vice Chair: Mike Kasperzak, Council Member, Mountain View Parliamentarian: Arlen Gregorio, Mediator, San Francisco
I . Virginia Bass-Jackson, Council Member, Eureka Ken Blackwood, Mayor Pro Tem, Lomita Lou Bone, Mayor Pro Tem, Tustin Kelly Chastain, Mayor Pro Tem, Colton John Chlebnik, Council Member,
Calimesa Marci Coglianese, Mayor, Rio Vista Frank Crom, Council Member, Bishop Patty Davis, Council Member, Chula Vista Stephanie de la Rosa, Council Member, Soledad Iya Falcone, Mayor
Pro Tem, Santa Barbara Marc Fox, Director of Human Resources, Pittsburg Joe Garcia, Mayor Pro Tem, Monrovia Sue Greenwald, Mayor Pro Tem, Davis Marshall "Chip" Holloway, Mayor Pro Tem,
Ridgecrest Phil Kohn, City Attorney, Laguna Beach Robert Locke, Finance & Admin. Svcs. Dir., Mt. View Armando Lopez, Mayor, Parlier Paul Luellig, Jr., Mayor Pro Tern, Barstow Julia Miller,
Council Member, Sunnyvale Judy Mitchell, Mayor, Rolling Hills Estates Ken Montgomery, Dir. Public Works, Laguna Niguel Lynn Osborn, Planning Commissioner, Danville Abdel Salem, City
Manager, Delano Donald Schatzel, Comm. Svcs, Director, Vacaville Sophia Scherman, Mayor, Elk Grove Ken Slavens, Mayor, St. Helena Joann Tilton, City Clerk, Manteca Russ Tingley, Fire
Chief, Hermosa Beach Billy Wallen, Vice Mayor, Turlock Mayda Winter, Council Member, Imperial Beach Roderick Wood, City Manager, Beverly Hills Amy Worth, Mayor Pro Tem, Orinda Mike Yalow,
Mayor, Orland v
v. HISTORY OF RESOLUTIONS. Resolutions have been grouped by policy committees to which they have been assigned. KEY TO REVIEWING BODIES KEY TO ACTIONS TAKEN 1. Policy Committee 2. General
Resolutions Committee 3. General Assembly ADNRApprove Disapprove No Action Refer to appropriate policy committee for study Action Footnotes a -* Subject matter covered in another resolution
Aa-.Amend Approve as amended ** Policy Committee will make final recommendation at October 2nd meeting *** Existing League policy **** Local authority presently exists Aaa -Approve with
additional amendment(s) Ra -Amend and refer as amended to appropriate policy committee for study Raa -Additional amendments and refer Da -Amend (for clarity or brevity) and Disapprove
Na -Amend (for clarity or brevity) and take No Action W -Withdrawn by Sponsor [Procedural Note: Resolutions that are approved by the General Resolutions Committee, as well as all qualified
petitioned resolutions, are reported to the floor of the General Assembly. At the 1998 Annual Conference, the League General Assembly approved Resolution #2, which established a procedure
to give the General Assembly the additional opportunity to consider any resolutions approved by League policy committees but not approved by the General Resolutions Committee. Following
the adoption of Resolution #2-1998, League policy now provides that: Every resolution initially recommended for approval and adoption by all the League policy committees to which the
resolution is assigned, but subsequently recommended for disapproval, referral or no action by the General Resolutions Com'!'ittee,.shall then be placed on a consent agenda for consideration
by the General Assembly. The consent agenda shall include a brief description of the bases for the recommendations by both the policy committee(s) and General Resolutions Committee,
as well as the recommended action by each. Any voting delegate may make a motion to pull a resolution from the consent agenda in order to request the opportunity to fully debate the
resolution. If, upon a majority vote of the General Assembly, the request for debate is approved, the General Assembly shall have the opportunity to debate and subsequently vote on the
resolution.] VI
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-. 1__--'-' 2 I 3 1 -Policy Committee Recommendation to General Resolutions Committee 2 -General Resolutions Committee 3 -General Assembly ADMINISTRATIVE
SERVICES POLICY COMMIITEE 1 2 3 1. Resolution Amending Bylaws of the League of California Cities.COMMUNITY SERVICES POLICY COMMITTEE 1 2. Resolution Relating to Encouraging Healthier
Lifestyles for Children, Adults, and Seniors in Cities Throughout California. 2 3 .NO RESOLUTIONS WERE ASSIGNED TO THE FOLLOWING POLICY COMMITTEES: Employee Relations Environmental Quality
Housing, Community and Economic Development Public Safety Revenue and Taxation Transportation, Communication and Public Works RESOLUTIONS INITIATED BY PETITION General Resolutions Committee
Recommendation General Assembly Action 11-· . Vll
VI. . 2004 ANNUAL CONFERENCE RESOLUTIONS Resolution Referred to Administrative Services Policy Committee 1. RESOLUTION AMENDING BYLAWS OF THE LEAGUE OF CALIFORNIA CITIES Source: Board
of Directors Referred to: . Administrative Services Policy Committee Recommendation to General Resolutions Committee: (Note: Adoption of amendments of the League bylaws requires a two-thirds
vote of the General Assembly.) WHEREAS, the League of California Cities is a nonprofit mutual benefit corporation under California law and, as such, is governed by corporate bylaws;
and WHEREAS, the League's Board of Directors periodically reviews the League's bylaws for issues of clarity, practicality, compliance with current laws, and responsiveness to membership
interests; and , WHEREAS, the League's Board convened a Bylaws Committee to perform such a review in 2004; and . WHEREAS, the Bylaws Committee's recommendations and request for input
were included on the June Administrative Services policy committee agenda; and WHEREAS, the League's Board of Directors considered the Bylaws Committee recommendations along with feedback
from members of the Administrative Services Committee at the Board's July meeting; and . WHEREAS, the League's Board offers the attached amendments for the membership's consideration;
therefore, be it RESOLVED, by the General Assembly of the League of California Cities assembled in Annual Conference in Long Beach, September 19, 2004, that the League's members
approve the attached amendments to the League's bylaws by the requisite two-thirds vote of those voting. Attachment: Proposed Revised Bylaws in Redlined Form »»»»» Vlll
I Table of Contents Page i-Page v ·1 Bylaws for the League of California Cities1 . For Consideration at the 2004 Annual Conference . Draft i Article I: General Section
1: Corporation Name. This corporation is the League of California Cities (the League). Section 2: Offices. The principal office of this corporation shall be located in Sacramento, California.
The League Board of Directors (League Board) may establish such other League offices as it deems necessary to the effective conduct of League programs. Section 3: Compliance with Governing
Laws. In all matters not specified in these bylaws, or in . the event these bylaws do not comply with applicable law, the California Nonprofit Corporation Law applies.· Article II: Purpose
and Objectives Section 1: General. The League's purpose is to strengthen and protect local control for cities . through education and advocacy to enhance the quality of life for all
Californians. Section 2: Objectives. The League's objectives are the following: (a) Advocate legislation that results in benefits to Member Cities, .(b) Communicate to Member Cities
and the public on issues related to the general welfare of citizens in California cities, (c) Pursue strong intergovernmental relationships to promote the well being of California cities,
(d) Organize educational opportunities, such as conferences of city officials, (e) Stimulate greater public interest and more active Civic consciousness as to the importance of cities
in California's system of government, (f) Collect and disseminate information of interest to Member Cities, and . (g) Engage the membership in a continuing analysis of the needs of Member
Cities. 1 Note: All footnotes are for reference and explanation only and are not part of the bylaws text. Proposed language additions are underlined; proposed language deletions are
indicated in strikeout.
League of California Cities Bylaws (as proposed to be amended in 2004) Article III: Membership Section 1: Qualification. (a) Cities. Any city, or city and county, in California may,
by the payment of annual dues prescribed in Article IV, become a Member City and assuch is entitled to League services and privileges (b) Elected and Appointed Officials. All elected
and appointed officials2 in Member Cities are members of the League. Section 2: Termination. (a) Grounds for Termination. Membership is suspended or terminated whenever any of the following
occurs: (aD The Member City resigns by giving written notice to the League; (biD The Member City does not pay dues, fees or assessments in the amounts and terms set by the League Board;
or (ille) An event occurs that makes the Member City ineligible for membership.3 (b) Procedures for Termination. The League shall give 15 days notice of any suspension or termination
of membership and the reasons for such action, along with the opportunity to respond orally or in writing not less that five days before the effective date of the action.4 Section 3:
Honorary Members. Any person who has given conspicuous service for the improvement of city government may, by the vote of the League Board, be granted an honorary membership in the League.
All ex-presidents of the League are Honorary Members. Honorary Members as such do not have a voice or vote in any of the meetings of the League and do not have membership status in the
League for purposes of state and. federal laws. Section 4: Non-Liability. No Member City is liable for the debts or obligations of the League. Article IV: Dues Section 1: Establishment.
The League Board establishes the League's dues annually according to city population. The population of each city is the population used by the State Controller in making the most recent
allocation of subventions to cities. . 2 •Appointed officials" includes professional city staff. 3 ase Gal. Geee § 7341 (6) (fe€lIlifiA§ leffAiAaneA �
� example of the latter (section 2(c» would be disincoiporation. • See Cal. Corp. Code § 7341 (c) (requiring termination procedures to be included in bylaws and specifying
what constitutes a fair and reasonable procedure). Page 2
IIIIiI!Ii II League ofCalifornia Cities Bylaws (as proposed to be amended in 2004) , Article IV (Dues), continued Section 2: Increase in Dues. (a) Board Vote Requirement. Any increase
in dues must be approved by the League Board by a two-thirds vote. The League Board's approval shall be accompanied by an explanation of the need for the increase, including but not
limited to: (i) Increases in the League's related to general increases in the consumer price index or other factors; and/or (ii) The expansion of existing programs or initiation
of new programs. (b) Member City Ratification Requirement. Any dues increase that exceeds either the "consumer price index" for the preceding twelve months or five percent (whichever
is greater) requires Member City ratification. In no event, however, shall the Board approve a dues increase in excess of ten percent Without Member City ratification. (i)
"Consumer Price Index" Defined. For purposes of this section, the consumer price index is the California consumer price index for all urban consumers calculated by the California Department
of Industrial Relations or its state or federal successor. (ii) Approval Threshold. Member City ratification requires a majority of Member Cities casting votes. (iii) Mechanism for Seeking
Approval. The ratification may occur at the League's General Assembly (see Article V) or by using the mail balloting procedure (see Article XI, section 5). (c) Dues Cap. In no event
will a Member City's dues increase by more than $5,000 per year. Section 3: Delinquency. Any Member City of the League who is delinquent in dues, fees or assessments may be suspended
or have that member's membership terminated as provided in Article III, section 2. Article V: Membership Meetings Section 1: Annual Conference. (a) Time and Place. The League's regular
Annual Conference is held at the time and place as the League Board determines. In case of any unusual conditions .or extraordinary emergency, the League Board may, at its discretion,
change the time or place of the meeting. (b) Conference Program Planning. The League Board shall establish an Annual Conference program planning process that provides for input from
representative segments of the League's membership. Section 2: Special Meetings. Special meetings of the League may be called by the Leagl:le Board and shall be called by the League
Board upon the written request of feFtyfive percent or more of the Page 3
League of California Cities Bylaws (as proposed to be amended in 2004) Article V (Membership Meetings), continued Member Cities.s Any written request by Member Cities shall describe
the general nature of the business to be transacted and the text of any proposed resolution(s). Section 3: City Delegates as General Assembly. (a) Designation. Each Member City may,
with the approval of the city council, designate a city official as the city's designated voting delegate or alternate delegate. (b) Membership Decision-making Body. Designated voting
delegates (or their alternates) constitute the League's General Assembly. (c) Registration for Annual Conference. For General Assemblies held in conjunction with the Annual Conference,
designated voting delegates must register to attend the Annual Conference Section 4: Notice of Meetings. (a) General. Notice shall be given to all Member Cities of the time and place
of all regular and special meetings by faxing or mailing a written notice at least fifteen days prior to each meeting, or by publishing a notice of the meeting at least two weeks prior
to the meeting in tAean official publication of the League; provided, however, that failure to receive such notice does not invalidate any proceedings at such meeting: (b) Special Notice
Requirements for Special Meetings. Any notice of the calling of a special meeting shall specify the purpose of the special meeting in such detail to enable Member Cities to determine
whether they should attend. In the event a special meeting is requested by five percent or more of the Member Cities, the notice shall also set forth the text of any proposed resolution(s).
Section 5: Parliamentarian. The League President shall appoint a Parliamentarian to resolve procedural issues at the League's General Assembly and in Resolutions Committee meetings.
Section 6: Credentials. Designated voting delegates must register with the Credentials Committee. The League President shall appoint a three-person Credentials Committee no later than
the first day of the General Assembly. In case of dispute, this committee determines the right of a member to participate. Article VI: Membership Resolutions Section 1: Role and Scope
of Resolutions. Resolutions adopted by the League's General Assembly and such League Board policies as are not inconsistent with such resolutions constitute League policy. All resolutions
shall be germane to city issues. Section 2: Origination. Resolutions may originate from city officials, city councils, regional divisions6, functional departments7, policy committees,
or the League Board or by being included in a petition signed by designated voting delegates of ten percent of the number of Member Cities.-5 See Cal. Corp. Code § 7510 ("special meetings
of members for any lawful puropose may be called by 5 percent ormore of the members"). 6"Regional divisions" are defined in Article IX of these bylaws. Page 4 I
League of California Cities Bylaws (as proposed to be amended in 2004) Article VI (Resolutions), continued Section 3: Resolutions Committee for Annual Conference Resolutions. (a) Resolutions
Committee Composition. The League President establishes a Resolutions Committee sixty days prior to each Annual Conference, which committee shall consist of: (i) One elected official
from each regional division, appointed by the regional division; (ii) One elected official from each policy committee, appointed by the policy committee; (iii) One member from each functional
department, appointed by the department; and (iv) Up to ten additional members (at least five of whom are elected officials) as the League President deems necessary to achieve geographic
and population balance, as well as recognize the multiplicity of city functions not represented by the other appointments, including, but not limited to, the perspectives of board and
commission members as well as professional staff. (b) Presidential Appointments. In the event a regional division, policy committee or .functional department does not make its appointment
to the Resolutions Committee, the League President may make the appointment on the regional division's, policy committee's or functional department's behalf. (c) Chair. The League President
shall also appoint to the Resolutions Committee a committee chair and vice chair. (d) Minimum Committee Size and Composition. In the event the full committee is not in attendance at
the Annual Conference, the League President shall appoint a sufficient number of city officials in attendance to achieve a total of thirty. No less than two-thirds of the members of
the Resolutions Committee shall be elected officials. (e) Committee Consideration of Proposed Resolutions. Except for resolutions of courtesy, commendation, appreciation or·condolence,
no resolution expressing the opinion or policy of the League on any question may be considered or discussed by the League's General Assembly,_unless it has been first submitted to, and
reported on, by the Resolutions Committee. Section 4: Procedure for Resolution Review for the Annual Conference.
(a) Timing. Except for petitioned resolutions, all resolutions shall be submitted to the Resolutions Committee, at the League's headquarters, not later than sixty days prior to the opening
session of the League's Annual Conference. (b) Referral to Policy Committees. (i) Review and Recommendations. Except for resolutions of courtesy, commendation, appreciation or condolence,
all resolutions submitted to the 7 "Functional departments" are defined in Article X of these" bylaws. Page 5
League of California Cities Bylaws (as proposed to be amended in 2004) Article VI (Resolutions),-continued Resolutions Committee shall be referred by the League President to an appropriate
policy committee for review and recommendation prior to the opening general session of the Annual Conference. (ii) Report to Resolutions Committee. Policy committees shall report their
recommendations on such resolutions to the Resolutions Committee. The inability of a policy committee to make a recommendation on any resolution does not preclude the Resolutions Committee
from acting upon it. . Section 5: Resolutions Proposed by Petition for the Annual Conference. (a) Presentation by Voting Delegate. A designated voting delegate of a city may present
by petition a resolution to the League President for consideration by the Resolutions Committee and the General Assembly at the Annual Conference. These resolutions are known as "petitioned
resolutions." (b) Contents. The petition shall contain the specific language of the resolution and a . statement requesting consideration by the League's General Assembly. (c) Signature
Requirements. The petition shall be signed by designated voting delegates registered with the Credentials Committee who represent ten percent of the number of Member Cities. (d) Time
Limit for Presentation. The signed petition shall be presented to the League President no later than twenty-four hours prior to the time set for convening the League's General Assembly.
(e) Parliamentarian Review. If the League President finds that the petition has been signed by designated voting delegates of ten percent of the number of Member Cities, the petition
shall be reviewed by the Parliamentarian for form and substance. The Parliamentarian's report shall then be presented to the chair of the Resolutions Committee. Among the issues that
may be addressed by the Parliamentarian's report is whether the resolution should be disqualified as being either (i) Non-germane to city issues or (ii) Identical or substantially similar
in substance to a resolution already under consideration (f) Disqualification. The Resolutions Committee may disqualify a petitioned resolution as either being (i) Non-germane to city
issues or (ii) Identical or sUbstantially similar to a resolution already under consideration. (g) Consideration by General Assembly. The petitioned resolution and the action'of the
Resolutions Committee will be considered by the League's General Assembly following consideration of other resolutions. Page 6 I
Leag\Je of California Cities· Bylaws (as proposed to be amended in 2004) Article VI (Resolutions)" continued (h) Availability of List of Voting Delegates. A list of voting delegates
shall be made available during the Annual Conference to any designated voting delegate upon request. Section 6. Special Meeting Resolution Procedures. (a) Germane-ness. All resolutions
must be germane to the meeting purpose specified in the special meeting notice. (b) Opportunity for Member Review. All resolutions to be proposed during the General Assembly shall be
available for membership review by electronic (for example, by posting on the League's website) or other means at least 24 hours prior to the beginning of the special meeting. (c) Parlimentarian
Review. The Parliamentarian shall review all proposed resolutions for form and substance. The Parliamentarian's report shall be presented to the General Assembly. Section-6I: Full Debate.
The opportunity for full and free debate on each resolution brought before the General Assembly shall occur prior to consideration ofa resolution. Article VII: Board of Directors Section
1: Role and Powers. Subject to the provisions and limitations of California Nonprofit Corporation Law, any other applicable laws, and the provisions of these bylaws, the League's activities
and affairs are exercised by or under the direction of the League's Board of Directors. The League Board is responsible for the overall supervision, control and direction of the League.
The· League Board may delegate the management of the League's affairs to any person or group, including a committee, provided the League Board retains ultimate responsibility for the
actions of· such person or group. Section 2: Composition. The League's Board is composed of the following: (a) A President, First Vice-President and Second Vice-President/Treasurer of
the League, who each serve a term of one year and are elected pursuant to Article VII, section 3flG (b) The Immediate Past President of the League who serves for a term of one
one year, succeeding his or her term as President; (c) Ten (4-1) Who serve fof staggered two-year terms, and (2) VVho are
elected by the League Board at its organization meeting, and At least one of whom is a representative of a small city with a population of 10,000 or less. 8 See Article VII, §§
4(c) and 5 for information about officer elections. 9 See Article VII, §§ 4(c) and 5 for information about Director-at-Large elections. See also Article VII, § 6(d) (potentially allowing
the Board to elect additional at-large members to the Board in the event that one of the eight largest cities are officers). Page 7
League of California Cities Bylaws (as proposed to be amended in 2004) Article Vlf(Board ofDirectors), continued (d) One Director to be elected from each of the regional divisions and
functional departments of the League, each of whom serves for a term of two years; I . ·1,I (e) Members of the National League of Cities Board of Directors who hold an office in a Member
City; and (f) Eight Directors te--which may be designated by each of the eight largest cities in California_ 'I' to serve two-year terms. (1) If one or more of the eight largest cities
is represented on the League Board as an officer, the Board may elect an additional at large member pursuant to section 2(c) of this article; and (2)Such director shall serve a two year
term. (g) For purposes of this section, city populations will be the population figures used by the State Controller in making the most recent allocation of subventions of cities. i!Jl:Directors
hold office until their successors are elected and qualified or, if they sit on the League Board 'by virtue of their membership on the National League of Cities Board of Directors, until
their terms on the National League of Cities Board of Directors conclude. Section 3: Staggered Terms. The terms of the Directors are staggered, so that the terms of approximately one-half
of the members of the League Board expire each year. (a) Even-Numbered Year Terms. The following directorship terms expire in even-numbered years: (i) Departments. Directors from the
Fiscal Officers, Public Works Officers, Mayors and Council Members, Planning and Community Development, Fire Chiefs, and City Clerks departments; (ii) Divisions. Directors from the Central
Valley, Imperial County, Monterey Bay, North Bay, Orange County, Redwood Empire, Sacramento Valley and San Diego County divisions; and (iii) At Large. Directors from five of the ten
at-large directorships. (b) Odd-Numbered Year Terms. The following directorship terms expire in odd-numbered years: (i) Departments. Directors from the City Attorneys, City Managers,
Police Chiefs, Recreation, Parks and Community Services, and Personnel and Employee Relations departments; (ii) Divisions. Directors from the Channel Counties, Inland Empire, Desert-Mountain,
, East Bay, Los Angeles County, Peninsula, Riverside County and South San Joaquin Valley divisions; and Page 8
II League of California Cities· Bylaws (as proposed to be amended in 2004) Article VII (Board ofDirectors), continued .(iii) At Large. Directors from five of the ten at-large directorships.
Section 4: Election of Directors. (a) Functional Department Directors. Unless their respective functional department bylaws provide otherwise, Departmental Directors are elected by their
respective departments at the Annual Conference. . (b) Regional Division Directors. Unless their respective regional division bylaws provide otherwise, Regional Directors are elected
at the regional division meeting immediately . preceding the Annual Conference. (c) At-Large Directors. Directors-at-Large are elected by the League Board at its organization meeting.
(d) Commencement of Terms. The term of office of all newly elected Directors commences immediately on the adjournment of the Annual Conference; however, the newly constituted League
Board may meet prior to the adjournment of the Annual Conference for the purpose of organization. (e) Additional Directors. In the event of the creation of additional regional divisions
or functional departments of the League, each regional division or functional department may elect a representative to the League Board. When a new functional department or regional
division is created at any Annual Conference, the League Board may select a Director to represent such functional department or regional division until the entity organizes and elects
a Director in the regular manner. The League Board may fix the initial term of any such Director from a new regional division or functional department at either one or two years, so
as to keep the number of terms expiring on alternate years as nearly equal as possible. Section 5: Nomination and Election Process .@L(a) CompositionTiming. The League President, with
the concurrence of the League Board, shall establish a nominating committee at the first Board meeting of the calendar year in which the election is to occur at least 90 days in advance
of the League's League's Annual (b) Composition. The nominating committee shall be comprised of ffiHe-.eleven Board· members. Two nominating committee members
shall be At-Large Directors and one shall represent a functional department. Regional divisions shall be represented on the nominating committee on, eight of whom_-aFe named from regional
divisions, one from each division on the following rotating basis: (i) Even-Numbered Years: In even-numbered years, the Central Valley, Imperial County, Monterey Bay, North Bay, Orange
County, Redwood Empire, Sacramento Valley and San Diego County Regional Divisions shall be represented on the nominating committee. Page 9
,1IIi!IiIII!I I League of California Cities Bylaws (as proposed to be amended in 2004) Article VII (Board of Directors), continued (ii) Odd-Numbered Years: In odd-numbered years, the
Channel Counties, Inland Empire, Desert-Mountain, East Bay, Los Angeles County, Peninsula, Riverside County, and South San Joaquin Regional Divisions shall be represented on the nominating
committee. Cc) Nominating Committee Chair. The League President shall appoint the chair of the nominating committee. . Cd) Candidates for Positions Ineligible. Candidates for officer
and at-large positions on the League Board are not eligible to serve on the nominating committee. In the event a regional division representative on the nominating committee wishes to
be a candidate for an officer or at-large position, the League President will appoint a substitute nominating committee member. tBt-llli.Duties. The duties of the nominating committee
are to: (i) Member Outreach. Solicit nominations Publicize the gualifications for the offices of Second Vice PresidentlTreasurer and the at-large members fef.-of the League Board fFem..1QJhe
League's Member Cities; (ii) At-Large and Second Vice President Recommendation. Make recommendations to the League Board on the following year's League officers10 and at-large board
members; and . (iii) President and First Vice President Recommendation. Recommend whether the previous year's First Vice President becomes President and the previous year's Second Vice
PresidentlTreasurer becomes First Vice President. {G}-ill.Notice to Members. The identity of nominating committee members shall be publicized in League pUblications and communications,
along with Aan explanation of the nomination process and relevant deadlines for submitting nominations to the nominating committee shall be publicized in League publications and communications
throughout the year, along with the identity of nominating committee members once such members are appointed. In addition, nominating committee shall inform the membership of the opening
opening of the nominations for the following year when it makes its report to the general membership as provided in Article VII, Section 5(g) below. . {dt-19l.Decision and Report. The
nominating committee's decision recommendations shall be made and communicated to the League Board not later than 30 days prior to the date of the League's Annual Conference and again
at the first board meeting at the Annual Conference. In addition, the nominating committee shall make its report to the membership at the opening general session of the Annual Conference.11
. (h) Election. The election of League Board officers and Directors-at-Large shall occur at a League Board meeting at the Annual Conference as provided in Article VII, section 4(c) and
article VIII, section 3. '0 See Bylaws Article VIII for provisions relating to League officers. 11 See Bylaws Article VIII, section 3 (for election of League officers) and Article VII,
section 2(c)(2) (for election of at-large board members). Page 10
,Jl · League of California Cities Bylaws (as proposed to be amended in 2004) Article VII (Board of Directors). continued Section 6: Vacancies.Jl (a) Functional Departmental Directorships.
In the event of a vacancy in a functional departmental directorship, the president of the department may become a member of the League Board or may appoint a member of his or her department
to fill the vacancy. (b) Regional Division Directorships. If a vacancy occurs in the regional division directorship, the regional division in question may elect a new Director at the
next regular meeting of the regional division. (c) At-Large Directorships. If a vacancy occurs in an at-large directorship, the League Board may elect a new Director to fill the vacancy
at the next regular board meeting. The League president may nominate individuals for consideration by the League Board. Cd) Large City Directorships. In the event of a vacancy in a large-city
seat, that large city may designate a new representative. -tGHgLTerms. The person elected or appointed to fill a vacancy holds office for the remainder of the term of the office in question
(see Article VII, section 3). Section 7: Resignation. Any Director resignation is effective upon receipt in writing by the League's President or Executive Director, unless a later date
is specified in the letter. Section 8: Meetings and Meeting Notice. (a) Regularly Scheduled Board Meetings. The League Board shall meet no fewer than four times a year. Notice of regularly
scheduled Board meetings shall be mailed to each Director at least 14 days before any such meeting. (b) Emergency Board Meetings. A good faith effort shall be made to provide notice
of any emergency board meetings (for example, by first-class mail, personal or telephone notification, including a voice messaging system or other system or technology designed to record
and communicate messages, telegraph, facsimile, electronic mail, or other electronic means). (c) Telephonic or Electronic Participation. Members of the League Board may participate in
any meeting through the use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Participation in a
meeting by this means constitutes presence in person at such meeting. . (GQ) Notice Content. All meeting notices shall include the meeting date. place, time, and, as applicable, the
means by which a League Board member may participate electronically. 12 Note that League Board officer vacancies are filled as provided in Article VIII. section 4. Page 11
League of California Cities Bylaws (as proposed to be amended in 2004) Article VII (Board of Directors), continued Section 9: Policies. The League Board may adopt such policies for its
government as it deems. necessary and which are not inconsistent with these bylaws. In the event of an inconsistency, these bylaws shall prevail. Section 10: Committees. (a) General.
The League Board may establish committees to study city problems, advise on League educational efforts, make recommendations with respect to League advocacy efforts, or to engage in
other appropriate League service. (b) Executive Committee (i) Composition. The Executive Committee of the League Board consists of the following: the League's President, First Vice-President,
Second VicePresidentlTreasurer, Immediate Past President and Executive Director. (ii) Authority. The Executive Committee has authority to act for the League Board between Board meetings,
provided that no action of the Executive Committee is binding on the League Board unless authorized or approved by the Board. (c) Standing Policy Committees.13 (i) Charge. The League
shall have a series of standing policy committees, whose charge shall be to make recommendations to the League Board on matters within the committees' jurisdiction, as well as fulfill
other duties specified in these bylaws (see, for example, Article VI, section 4(b». (ii) Membership. Each League policy committee shall be comprised of the following: • Two members appointed
by each regional division president; • One member appointed by each functional department president; • No more than 16 members appointed by the League president, to provide population
and geographic balance, as well as expertise; and • Such representatives of affiliate organizations in the capacity authorized by the League Board. (iii) Feedback. Policy committees
shall receive information on actions taken on committee recommendations and the reasons for those actions. 13 The present standing policy committees are: 1) Administrative Services,
2) Employee Relations, 3) Environmental Quality, 4) Community Services, 5) Housing, Community and Economic Development, 6) Public Safety, 7) Revenue and Taxation, and 8) Transportation,
Communication and Public Wori<s. Page 12
.JII League of California Cities Bylaws (as proposed to be amended in 2004) Article VII (Board ofDirectors), continued (d) Committee Chairs and Vice Chairs. The League President appoints
the chair of all League-wide committees. The term of such appointments coincides with the League President's term. The League President may appoint vice chairs for such committees, as
the League President deems necessary. Section 11: Compensation. The Directors do not receive any compensation for their services, but, with League Board approval, may be entitled to
reimbursement for actual and necessary expenses incurred in the performance of their duties. . 12: Reports of Directors. The League Board's duties include providing an
annual report to League members at the regular Annual Conference showing the League's work, the League's financial condition, and a statement with respect to the League's plans for further
work and proposed policies. Section 13: Standard of Care.14 (a) General. A Director shall perform perform the Director's duties, including duties on any committee on which the Director
serves, in good faith, in a manner the Director believes to be in the best interests of the League and with such care, including reasonable inquiry, as an ordinarily prudent person in
a like situation would use under similar circumstances. (b) Reliance on Information. In performing the Director's duties, the Director is entitled to rely on information, opinions, reports,
or statements, including financial statements and other financial data, prepared or presented by: (i) One or more League officers or employees whom the Director believes to be reliable
and competent as to the matters presented; (ii) Counsel, independent accountants, or other persons as to matters which the Director believes to be within such person's professional or
expert competence; or (iii) A League Board committee upon which the Director does not serve, as to matters within the committee's designated authority, provided that the Director believes
the· · committee merits confidence. The Director may rely on such information, opinions, reports, or statements as long as the . Director acts in good faith after reasonable inquiry
(when the need for such inquiry is indicated by the circumstances) and as long as the Director has no knowledge that would suggest that such reliance is unwarranted. (c) Non-Liability.
An individual who performs the duties of a Director in accordance with this section will not be liable for any failure or alleged failure to discharge that person's obligations as a
Director, including, without limiting the generality of the preceding, any actions or omissions which are inconsistent with the League's nonprofit purposes. 14 See Cal. Corp. Code §
7231 (providing that a director who performs the director's duties according to these standards is not liable any alleged failure to properly discharge the individual's obligations
as a director). . Page 13
League of California Cities Bylaws (as proposed to be amended in 2004) Article VII (Board ofDirectors), continued Section 14: Right to Inspect Records. Every Director has a right at
any reasonable time to inspect and copy all League books, records and documents of every kind and to inspect the League's physical property. 15 , " Section 15: Policy Changes. Any policy
established by the League's General Assembly may be changed by the League's Board upon ratification of such proposed change by a majority of the regional divisions representing a majority
of Member Cities within the time period specified by the League Board. Article VIII: Officers Section 1: Identity. The officers of the League are a President, a First Vice-President,
a Second Vice-PresidentlTreasurer, an Immediate Past President, and an Executive Director. Section 2: Duties of League Officers. (a) President. The President presides at all League Board
meetings and all General Assemblies. The President has such other powers and duties as may be prescribed by these bylaws or the League Board. (b) First Vice-President. The First Vice-President
carries on the duties of the President in the President's temporary absence or incapacity. The First Vice-President has such other powers and duties as may be prescribed by these bylaws
or the League Board. (c) Second Vice-President/Treasurer. The Second Vice-PresidentlTreasurer carries on the duties of the President in the President's and First
temporary absence or incapacity. The Second Vice-PresidentlTreasurer has such other powers and duties as may be prescribed by these bylaws or the League Board. Section 3: Election. The
League Board elects the League's President, ,First Vice-President and Second Vice-President for terms of one year. 16 The election occurs at the League Board's meeting at the Annual
Conference. Section 4: Vacancies. A vacancy in the office of President is filled at the next meeting of the . League Board by the succession of the First Vice-President to that office.
A vacancy in the office of First Vice-President, or Second Vice-PresidentlTreasurer, is filled for the un-expired term by appointment of a member of the League Board. A vacancy in the
office of the Immediate Past President is filled for the un-expired term by the last Past President continuing to hold a city office. 15 See Cal. Corp. Code § 8333 (characterizing this
right as ·absolute·). 16 See Cal. Corp. Code § 7151 (c)(5) (suggesting bylaws address this issue). Page 14
LeagIJe of California Cities Bylaws (as proposed to be amended in 2004) Article VIII (Officers), continued Section 5: Executive Director and League Employees. (a) Employment. The League
Board selects an Executive Director who employs, or causes to be employed, such other persons as may be necessary who need not be League members. The Executive Director and employees
perform such duties and receive such compensation as the League Board may from time to time prescribe. (b) Specific Duties.17 The Executive Director performs or causes to be performed
the following functions: (1) Corporate Secretary. These duties include: (i) Keeping a full and complete record of the proceedings of the League Board, (ii) Giving such notices as may
be proper and necessary, (iii) Keeping minute books for the League, (iv)Communicating the League Board's actions to Member Cities, (v) Executing such instruments necessary to carry out
Board directives and policies, and (vi) Complying with such other record-keeping and reporting requirements of California Nonprofit Corporation Law. (2) Chief Financial Officer. These
duties include (i) Having charge of and custody of and receiving, safeguarding, disbursing and accounting for all League funds, (ii) Depositing and investing such funds in such institutions
and investments as approved by the League Board, . (iii) Maintaining the League's financial books and records, (iv) Preparing and submitting such accounting and tax forms as may be required
by local, state and federal law. (c) Insurance. All employees handling the finances of the League shall be insured in such amount as the League Board deems desirable or necessary, such
insurance to be approved by the League Board or a committee designated by the League Board and the premiums paid by the League. 17 Nonprofit corporation law requires organizations like
the League to have a secretary and chief financial officer. See Cal. Corp. Code § 7213 (allowing any number of offices to be held by the same person). Typically, these roles are assigned
in the bylaws. Presentiy these functions are perfomned for the League by staff under the direct supervision of the Executive Director and uitimate.supervision of the League Board. Page
15
I!. I League of California Cities Bylaws (as proposed to be amended in 2004) Article IX: Regional 'Divisions Section 1: Listing. ,(a) Existing Regional Divisions. The League is comprised
of the following regional divisions: Central Valley Channel Counties Desert-Mountain East Bay Imperial County Inland Empire Los Angeles County Monterey Bay North Bay Orange County Peninsula
Redwood Empire Riverside County Sacramento Valley San Diego County South San Joaquin Valley (b) New Divisions. Additional divisions may be formed through an amendment to these . bylaws
(Article XVI). Section 2: Purposes and Functions. The purposes and functions of regional divisions of the League are as follows: (a) To promote interest in the problems of city government
and administration among city officials within such divisions. . (b)To assist League officials in formulating policies by expressing, through resolutions duly adopted, the recommendations
of the regional divisions. Resolutions adopted by regional divisions to be considered at the Annual Conference shall be submitted in the manner provided by Article VI. (c) To take action
consistent with general League policy as duly adopted by the League's General Assembly or by the League's Board. Regional divisions may take no action in conflict with such policies.
Nothing in the foregoing limits or restricts regional division activities in matters of purely local interest and concern. (d) To meet not less than once every three months, provided
that the League Annual Conference may be considered one such meeting of a regional division; Section 3: Names of Divisions. Each regional division will identify itself as a division
of the League of California Cities. Page 16
League of California Cities Bylaws (as proposed to be amended in 2004) Article IX (Regional Divisions), continued· Section 4: Boundaries. The territorial boundaries of each regional
division may be fixed by each division subject to the approval of the League's General Assembly. Section 5: Membership. All cities within the boundaries of a regional division may become
members of and participate in the activities of that division. A city may join a different regional division with the approval of both the existing and proposed division, and the
League's Board of Directors. Section 6: Voting. Unless otherwise provided in a regional division's bylaws, the representatives of each Member City may cast collectively one vote on division
matters, and a majority of the votes cast is necessary for a decision. 18 Section 7: Officers. I II II (a) Identity. Each regional division elects a President, a Vice-President, and
a representative I'· on the League Board of Directors and a Secretary, and such other officers as any regional division bylaws may establish. (b) Election Timing. Each regional division
elects its officers at the regional division meeting immediately preceding the League's Annual Conference, unless another date is provided by any regional division's bylaws. . (c) Terms.
(i) Directors' Terms and Commencement Dates. The term of office and commencement date for regional division representatives on the League Board are established in Article VII, section
2(d) (term length) and 4(d) (term commencement). (fi) Other Officers' Terms and Commencement Dates. Except as provided below, !The term of office of all elected officers
is one year, commencing immediately upon election unless another date is provided by the regional division's bylaws. 19 A majority of the members may amend any regional division bylaws
to provide for two-year terms for regional division officers. Except for representatives on the League Board, all newly elected officers' terms commence immediately upon election unless
another date·is provided by any regional division's (ij) Directors' Terms and Commencement Dates. The term of office and commencement date for regional division representatives
on the League Board are established in Article VII, section 2(d) (term length) and 4(d) (term commencement). "See Artide XI for additional information about voting. 19 Note that this
term commencement is different than that for the League board (whose terms commence upon adjoumment of the Annual and than that for department officers (also upon
adjoumment of the Annual Conference). :w that this teFfR 68FllFllORGeFlleRt is ailfereRt thaR that far the lea§\Je seara tOFfRS GSFllFlleRGe aaje\JFllFlleRt
of the ARR\Jal CORfeFElRGe) aRa ef the ARR\Jal CSRfareAGe),-. Page 17
I League of California Cities Bylaws (as proposed to be amended in 2004) Article IX (Regional Divisions), continued (d) Vacancies. In the event of a vacancy in any regional division
office,21 such vacancy is filled by election at the next regular meeting of such division for the unexpired term of that office. The fact that such a vacancy will be so filled shall
be included in the notice of such meeting. This requirement also applies to a vacancy in the office of regional division director, as provided in Article VII, section 6(b). (e) Duties.
(i) President. The President presides at all regional division meetings and has such other powers and duties as may be prescribed by any division bylaws.. (ii) Vice-President. The Vice-President
carries on the duties of the President in the President's temporary absence or incapacity and has such other powers and duties as may be prescribed by any division bylaws. (iii) Secretary.
The Secretary a) immediately notifies the League of any change in the regional division officers, b) records the minutes of all division meetings and sends one copy to League headquarters,
and c) prepares and mails all notices of the meetings of the division and sends a copy to the League headquarters.. (iv) Director. The regional division Director shall represent the
regional division on the League Board and shall keep the division membership apprised of League Board activities. The Director serves as a liaison between the regional division and the
League Board. Section 8: Resignation. Except as provided in Article VII, section 7 for members of the League Board, a regional division officer's resignation is effective upon receipt
in writing by the division's President or Secretary, unless a later date is specified in the letter. Section 9: Regional Division Bylaws. Regional divisions may adopt their own bylaws.
Division bylaws may not conflict with the League's bylaws. In the event of a conflict between a division's . bylaws and League bylaws, the League's bylaws will prevail; the League's
bylaws also prevail when the division does not have bylaws or the division's bylaws are silent. 21 Article XII, section 2, defines a vacancy. Page 18
LeaglJe of California Cities Bylaws (as proposed to be a'mended in 2004) Article X: Functional' Departments. Section 1: Listing. (a) Existing Departments. The League includes the following
functional departments: Mayors and Council Members City Attorneys Fiscal Officers Public Works Officers City Managers Planning and Community Development Police Chiefs Fire Chiefs Recreation,
Parks and Community Services City Clerks Personnel and Employee Relations (b) New Departments. Additional functional departments may be formed through an . amendment to these bylaws
(Article XVI). Section 2: Officers . (a) Identity. Each functional department elects a President, a -F-ifst-Vice-President, a Second Vice President/Secretary, a representative on the
League Board, and such other officers as the department's bylaws may establish. (b) Election Timing. Each functional department elects its officers at the department's business session
at the League's Annual Conference, unless the department's bylaws provide otherwise. (c) Terms. The term of office for functional department officers is one year, commencing immediately
upon the adjournment of the Annual Conference. The exception is the functional department representatives of the League Board, whose term is two years The term length for functional
department representatives on the League Board is established in Article VII, section 2(d). The termof office of all other newly elected officers is one year. The term of office of all
nelNly elected department officers commences immediately on the adjournment of the Annual Conference. (d) Vacancies.22 A vacancy in the office of President is filled for the unexpired
term by the succession of the -F-ifst-Vice-President. A vacancy in the office of the Vice-President.,or Second Vice President/Secretary any other office of the functional department
is filled by appointment by the department President for the unexpired term. The person so appointed shall be a member of such department. A vacancy in the office of department director
is filled as provided in Article VII, section 6(a) for the unexpired term. . . 22 Article XII, section 2, defines a Page 19
II League of California Cities Bylaws (as proposed to be amended in 2004) Article X (Functional Departments), continued (e) Duties. (i) President. The President presides at functional
department meetings and has such other powers and duties as may be prescribed by any department bylaws. (ii) The carries
on the duties of the President in the President's temporary absence or incapacity and has such other powers and duties as may be prescribed by any department bylaws. (iii) Second Vice
President/Secretary. The Second Vice PresidenUSecretaPj carries on the duties of the First Vice President in the First Vice President's temporary absence or incapacity and has such other
powers and duties as may be prescribed by any department byla11ls. (illv) Director. The department Director shall represent the functional department on the League Board and shall keep
the department membership apprised of League Board activities. The Director serves as a liaison between the department and the League Board. . (f) Resignation. Except as provided in
Article VII, section 7 for members of the League . Board, a'functional department officer's resignation is effective upon receipt in writing by the department's President or Second Vice-President!
Secretary, unless a later date is specified in the letter. Section 3: Voting. Except as otherwise provided in a functional department's bylaws, the representatives of each Member City
may cast collectively one vote on functional department .matters. 23 A majority of the votes cast is necessary for a decision.24 . Section 4: Department Meetings. Functional departments
meet at the Annual Conference and at other times and places as they find necessary. Section 5: Department Bylaws. Functional departments may adopt their own bylaws. Such bylaws may not
conflict with the League's bylaws. In the event of a conflict between a department's bylaws and League bylaws, the League's bylaws will prevail; the League's bylaws also prevail when
the' department does 1:10t have bylaws or the department's bylaws are silent. 23 Note that Article Xl, section 4 allows departments to adopt a different voting allocation in their bylaws,
24 See Article Xl for additional infonnation about voting, Page 20
League of California Cities Bylaws (as proposed to be amended in 2'004) Article XI: Voting Section 1: Quorum. (a) In General. A majority of the members of the League's Board, functional
department, regional division, committee or other kind of subsidiary body constitutes a quorum for the purpose of making decisions.==-(b) General Assembly. The presence, at the General
Assembly, of a majority of the: credentialed voting delegates (or alternate§) :frem-representing a majority of Member Cities,constitutes a quorum at the League's General Assembly.22
(c) Failure to Achieve Quorum. In the event that a body other than the League Board of directors lacks a quorum, all votes taken by that body will be advisory to the League Board, .
which shall be advised that a quorum was not present. In the event that the League's Board is unable to achieve a quorum, the League Board will adjourn until such time as a quorum can
be achieved. Section 2: Voting Methods. (a) General Assembly. All voting in meetings of the General Assembly of the League, its regional divisions, functional departments, committees
and other kinds of subsidiary bodies is by voice vote. . (b) Alternative Methods. If the presiding official cannot determine the outcome of the voice vote or three or more Member Cities
request, an alternative method of voting may be used. An alternative voting method may be by any means (show of hands, written ballot, display of voting cards, etc.) which allows the
presiding official to accurately determine the outcome of the vote. (c) Roll Call Vote. A 'roll call may be demanded by representatives of ten percent or more of the voting body.27 .
(d) Voting Cards. A voting card will be issued to each Member City's designated voting delegate upon presentation of evidence of the delegate's designation by the Member City. (e) Proxy
Voting. Proxy voting is not allowed. Section 3. Vote Threshold. Except as otherwise provided in these bylaws (see, for example, Article XVI, §section 2), a majority vote of approval
of those voting is necessary for decision. Section 4: One City One Vote. Except as otherwise provided in a functional department's or a regional division's bylaws, the representatives
of each Member City present and in good standing collectively cast one vote.28 A majority of the votes cast is necessary for a decision. 25 See Cal. Corp. Code § 7511 (a)(8) (noting
that a board meeting may continue to transact business after a quorum is lost as long as items approved receive a majority of the quorum, unless a higher approval threshold. exists for
approval of a certain type of action). 26 See Cal. Corp. Code § 7512(c) (noting that a membership meeting may continue to transact business after a quorum is lost as long as items approved
receive a majority of the quorum, unless a higher approval threshold exists for approval of a certain type of action-for example, bylaws approval). 27 For the League's General Assembly,
the ·voting body" is all delegates registered with the Credentials Committee, 28 For purposes of the General Assembly (see articles V and VI), the mechanism through which city officials
do thi? is the designated voting delegate. Page 21
-1II League of California Cities Bylaws (as proposed to be amended in 2004) Article XI Noting), continued Section 5: Mail Balloting. In addition to voting at League meetings, the League
may solicit member input by mail ballot. (a) Mailing?9 The question(s) to be voted upon, along with explanatory materials and a ballot, shall be mailed by first class mail to each Member
City for consideration and action. (b) Time Frame for Action. Member Cities shall have at least 45 days to cast their vote. Ballots shall be cast by returning the Member City's ballot
to the League's principal office in Sacramento. (c) Ballot Tabulation and Results Announcement. The League President will appoint a counting committee of three board members to count
the votes cast by mail ballot. The counting committee will submit its count to the League Board, which shall canvass the vote and announce the results. (d) Functional Departments and
Regional Divisions. Departments and divisions may also use mail balloting under procedures specified in their respective department and division bylaws. Article XII: Qualifications to
Hold Office and Vacancies Section 1: Eligibility to Hold Office.. (a) In General. Excepting the office of Executive Director, no person shall be eligible to hold office in the League
or any League division or department unless the individual is officially in city service in a Member City at the time of the person's election or appointment. Regional divisions and
functional department bylaws may specify additional eligibility requirements for their respective officeholders. (b) Length of Service. An individual who has occupied an elected League
Board office (as defined in Article VIII, section 1) for nine months (275 days) or more is ineligible to stand for election for that same office again. Section 2: Vacancies. (a) Vacancy
Defined. A League office becomes vacant when an individual resigns, misses three consecutive convened meetings or leaves city I (b) Effective Date of Vacancy Caused
by Leaving City Service. The effective date of a vacancy caused by a departure from city service is three months (92 ,days) after an individual ceases to occupy the same or comparable
city office as the individual had when the individual was elected or appointed to League office. 2. The Administrative Services Committee recommends the League also include notice of
the upcoming ballot in a variety of League communications, to alert Member Cities to make inquiry in the event a city's ballot is lost in the mail. 30 See also Cal. Corp. Code §7221
(board may declare a director's seat vacant if a court declares the director of unsound mind or the director has been convicted of a felony). Page 22
League of California Cities Bylaws (as proposed to be amended in 2004) Article XII (Qualifications to Hold Office and Vacancies), continued (c) Effective Date of Resignations. For the
effective dates of resignations, see Article VII, section 7 (effective date of League Board resignations), Article IX, section 8 (effective date of regional division officer resignations),
and Article X, section 2(f) (effective date of department officer resignations). (d) Filling Vacancies. Vacancies will be filled as provided in these bylaws, see Article VII, section
6 (filling League Board vacancies), Article IX, section 7(d) (filling regional division officer vacancies), and Article X, section 2(d) (filling functional department officer vacancies).
(e) Successor Terms. An individual filling a vacancy serves the unexpired term of his or her predecessor. Article XIII: Finances Section 1: Fiscal Year. The fiscal year of the League
is the calendar year. Section 2: Budget. (a) Preparation and Approval. Not less than fifteen days' prior to the bUdget meeting of the League Board, the Executive Director shall distribute
to the Board a detailed budget describing the estimated revenues and expenditures for the ensuing budgetary period for the League Board's consideration and approval. (b) Dissemination.
Upon approval, a copy of the League's bUdget shall be sent to each regional division and functional department president, Who shall make it available to division and department members.
Section 3: Limitation of Expenditures. The League Board may not incur indebtedness in excess of the estimated or actual revenues for the ensuing fiscal year, without the approval of
the League's General Assembly. Section 4: Annual Audit. The League's accounts shall be audited by a certified public accountant after the close of each fiscal year. Section 5: Speci.al
Assessment for League Building. By resolution approved by a majority of those cities present and voting thereon at an Annual Conference, a special assessment may be levied for a permanent
headquarters office building in Sacramento as specified in the resolution. 31 31 See also section 4 in Article YN. relating to disposition of League property upon dissolution. Page 23
i, 1 League of California Cities Bylaws (as proposed to be amended in 2004) Article XIV: Prohibited Transactions Section 1: Loans. Except as permitted by California Nonprofit Corporation
Law,32 the League may not make any loan of money or property to, or guarantee the obligation of, any director or officer. This prohibition does not prohibit the League from advancing
funds to a League director or officer for expenses reasonably anticipated to be incurred in performance of their duties as an officer or director, so long as such individual would be
entitled to be reimbursed for such expenses under League Board policies absent that advance. Section 2: Self-Dealing and Common Directorship Transactions.33 (a) Self-Dealing Transactions.'
A self-dealing transaction is a transaction to which the League is a party and in which one or more of its directors has a material financial interest. (b) Common Directorships. "Common
directorships" occur when the League enters into a transaction with an organization in which one of the League directors also serves on the . organization's board. (b£) Pre-Transaction
Approval. To approve a transaction involving either self-dealing or a common directorship, the League Board shall determine, before the transaction, that, (i) The League is entering
into the transaction for its own benefit; (ii) The transaction is fair and reasonable to the League at the time; and (iii) After reasonable investigation, the League Board determines
that it could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. Such determinations shall be made by the League Board in good faith, with
knowledge of the material facts concerning the transaction and the director's interest in the transaction, without counting the vote of the interested or directors.
32 Section 7235 of the Code provides: (a) Unless pJOhibited by the articles or bylaws, a corporation may loan money or property to, or guarantee the obligation of,
any director or officer of the corporation or of its parent, affiliate or subsidiary, provided: (1) The board determines the loan or guaranty may reasonably be expected to benefit the
corporation. (2) Prior to consummating the transaction or any part thereof, the loan or guaranty is either: (A) Approved by the members (Section 5034), without counting the vote of the
director or officer, if a member, or (B) Approved by the vote of a majority of the directors then in office, without counting the vote of the director who is to rece.ive the loan or
the benefit of the guaranty. -. (b) Notwithstanding subdivision (a). a corporation may advance money to a director or officer of the corporation or of its parent, affiliate or subsidiary,
for any expenses reasonably anticipated to be incurred in the performance of the duties of the director or officer of the corporation or of its parent, affiliate or subsidiary, provided
that in the absence of such an advance the director or officer would be entitled to be reimbursed for . these expenses by the corporation, its parent, affiliate, or subsidiary. (c) The
provisions of subdivisions (a) and (b) do not apply to credit unions, or to the payment of premiums in whole or in part by a corporation on a life insurance policy on the life of a director
or officer so long as repayment to the corporation of the amount paid by it is secured by the proceeds of the policy and its cash surrender value, or to loans permitted under any statute
regulating any special class of corporations. 33 See generally Cal. Corp. Code § 7233 (establishing these requirements). Note that interested or common directors may be counted in determining
the existence of a quorum in a board or committee meeting that approves such transactions. See Cal. Corp. Code § 7234. Page 24
League of California Cities Bylaws (as proposed to be amended in 2004) . Article XIV: (Prohibited,Transactions), continued (d)Post-Transaction Approval. When it is not reasonably practicable
to obtain Board approval before entering into such transactions, a Board committee may approve such transaction in a manner consistent with the req!Jirements in the preceding paragraph,
provided that, at its next meeting, the full Board determines in good faith that the League Board committee's approval of the transaction was consistent with such requirements and that
it was not reasonably practical to obtain advance approval by the full Board, and ratifies the transaction by a majority of the directors then in office without the vote of any interested
director.34 .... . Article XV: Miscellaneous Section 1: Indemnification. (a) Indemnity Authorized. To the extent allowed by California Nonprofit Corporation Law,35 the League may indemnify
and advance expenses to its agents in connection with any proceeding, an9 in accordance with that law. For purposes of this section, "agent" includes directors, officers, employees,
other League agents, and persons formerly occupying these positions.36 . (b) Approval of Indemnity. An individual seeking indemnification shall make 8written request to the League Board
in each case. (i) Success on the Merits. To the extent that the individual has been successful on the merits, the League Board will promptly authorize indemnification in accordance .
with California Nonprofit Corporation Law.37 . . . (ii) Other Instances. Otherwise, the League Board shall promptly determine, by a vote of a majority of a quorum consisting of directors
who are not parties to the proceeding, whether, in the case, the agent has met the applicable standard of conduct under California law, 8 and, if so, will authorize
indemnification to the extent permitted. 34 See Cal. Corp. Code § 7233 (specifying under what circumstances a self-<lealing transaction is void or voidable). 35 The scope of indemnity
for mutual benefit corporations is govemed by Corporations Code section 7237, which is excerpted in the footnotes below." 38 Section 7237(aj·provides in pertinent part For the purposes
of this section, ·agenr means any person who is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign
or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation ... See Cal. Corp. Code § 7237(a).
37 Section 7237(d) provides To the extent that an agent of a corporation has been successful on the merits in defense of any proceeding referred to in subdivision (b) or (c) or in defense
of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith. See Cal. Corp. Code § 7237(d).
36 These standards are largely contained in section 7237(b) or section 7237(c), which provide: (b) A corporation shall have power to indemnify any person ... if such person acted in
good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe
the conduct of such person was unlawful ... Page 25
League of California Cities Bylaws (as proposed to be amended in 2004) Article XV (Miscellaneous), continued (c) Advancing Expenses. To the extent allowed by under California Nonprofit
Corporation Law,39 the League Board may authorize an advance of expenses incurred by or on behalf of an agent of this corporation in defending any proceeding prior to final disposition.
The League Board shall find that (i) the requested advances are reasonable; and (ii) before any advance is made, tl:1e agent will submit a written undertaking satisfactory to the League
Board to repay the advance unless it is ultimately determined that the agent is entitled to indemnification for the expenses under this section. Section 2:lnsurance.4o The League Board
may authorize the purchase of insurance on behalf of any agent against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as
such, and such insurance may provide for coverage against liabilities beyond the League's corporation's authority to indemnify an agent under law. Section 3: Contracts and Execution
of Instruments. All contracts entered into on behalf of the . League shall be authorized by the League Board, or by the person or persons upon whom the League Board confers such power
from time to time. Except as otherwise provided by law, every check, draft, promissory note, money order, or other evidence of indebtedness of the League shall be signed by the persons
authorized to do so by the League Board. Section 4: Disposition of Assets Upon Dissolution.41 The League's properties and assets are irrevocably dedicated to the fulfillment of the League's
purposes as described in Article II. No part of the League's net earnings, properties and assets, on dissolution or otherwise, may inure to the benefit of any private person. On liquidation
or dissolution, the League's net assets shall be distributed to the League's Member Cities consistent with the provisions of the California Nonprofit Corporations Law relating to mutual
benefit corporations then in effect. Section 5: Parliamentary Authority. Subject to the provisions of these bylaws, Robert's Rules of Order or such other parliamentaryo rules as may
be adopted by the League Board shall prevail at all meetings of the League, the League Board, and in all functional departments and regional divisions. (e) Acorporation shall have power
to indemnify any person ... if such person acted in good faith, in a manner such person believed to be in the best interests of the corporation and with such care, including reasonable
inquiry, as an ordinarily prudent person in a like position would use under similar clrcumstances : .. See Cal. Corp. Code § 7237(b) and (e) (with exceptions). 3. Section 7237(a) provides
in pertinent part ..."expenses· includes without limitation attomeys' fees and any expenses of establishing a right to indemnification under subdivision (d) or paragraph (3) of subdivision
(e). See Cal. Corp. Code § 7237(a). 40 See also Cal. Corp. Code § 7237(i) (authorizing insurance). 41 This section reinforces the League's status as a mutuai benefit corporation and
protects cities' interests in their investment in the League's headquarters building. See also Cal. Corp. Code § 8717 (assets upon dissolution must be distributed according to bylaws).
Page 26
League of California Cities Bylaws (as proposed to be amended in 2004) Article XV (Miscellaneous), continued Section 6: Seal. The League Board has provided a suitable seal for the League
which is circular and which contains the following inscription: "LEAGUE OF CALIFORNIA CITIES INCORPORATED NOVEMBER 4,1932, CALIFORNIA" The seal may be affixed to corporate instruments,
but any failure to affix it does not affect the instrument's validity. Section 7: Governing Law. In all matters not specified in these bylaws, or in the event these bylaws are inconsistent
with applicable law, the provisions of California Nonprofit Corporation Law then in effect . Section 8. Litigation Authority. Member Cities authorize the League to initiate or
respond to litigation on their collective behalf when the League Board
determines such litigation is necessary to protect Member Cities' shared vital interests. Article XVI: Amendments Section 1: Consideration. These bylaws may be amended by the League's
General Assembly (see Article XVI, section 5 for procedures) or by a mail ballot to Member Cities (see Article XI, section 5 for procedures). Section 2: Vote Threshold. A two-thirds
vote of approval of those voting is necessary to amend these bylaws. Section 3: Who May Propose. Amendments may be proposed by the League Board or by petition of ten percent of Member
Cities. The proponent may specify whether the amendment is to be considered at the General Assembly or by mail ballot. Section 4: Board Review. Any amendment proposed .by petition shall
be submitted to the League Board in writing for its review. The League Board's recommendation and reasons following its review shall accompany all materials relating.to the proposed
amendment. Section 5: Procedure for Consideration by General Assembly. (a) Notice. The meeting notice required by Article V, section 4 for League meetings shall include notice of any
proposal to amend the League's bylaws, along with the subject of the proposed amendment(s). . (b) Consideration by General Assembly. The proposed amendment, along with any action by
the League Board pursuant to section 4 of this Article, shall be considered by the General Assembly along with any resolutions presented pursuant to Article VI. Section 6: Effective
Date. After approval, amendments go into effect after the expiration of the protest period (see Article XVI, section 7) unless otherwise specified in the amendment. Page 27
League of California Cities Bylaws (as proposed to be amended in 2004) Article XVI: Amendments). continued Section 7: Protest and Suspension until Next Conference. If, within sixty days
after the adoption of any amendment, one-third or more of the Member Cities submit a written protest against such amendment, the amendment is automatically suspended until the next Annual
Conference, when it may be taken up again for reconsideration and vote. Article XVII: Establishment and Financing of Grassroots Network Section 1: Enhancement of Advocacy Efforts. To
enhance the League's advocacy efforts on behalf of cities, the League hereby establishes a Grassroots Network. The Grassroots Network consists of a series of field offices throughout
California, responsible for coordinating city advocacy efforts and promoting statewide League policy priorities. Section 2: Dues Increase (a) Initial Financing. The dues increase approved
concurrently with the addition of this article shall finance the League's Grassroots Network for the second half of 2001 and for. 2002. The increase shall be used exclusively to finance
the Grassroots Network. . (b) Continued Financing. Any subsequent dues increases shall occur in accordance with Article IV. Section 3: Accountability (a) Annual Goal-Setting and Performance
Assessment. The League Board shall set long-. term goals and annual objectives for the League's Grassroots Network. The League Board shall periodically report to the League's Member
Cities on the Grassroots Network's .performance in meeting those goals and objectives. (b) Board Discontinuance. If at any time the League Board finds the Grassroots Network is not meeting
its objectives on behalf of cities, the League Board may discontinue the Grassroots Network. . . -. (c) Membership Vote on Program Continuation. On or before December 31,2007, Member
Cities shall vote (see Article XI, section 5 for procedures) on whether to continue the Grassroots Network beyond December 31,2008. G:ILegal\Corporate DocsIBylaws\2004 Bylaws UDdateIDraflTdoc
Page 28
1I Bylaws for the League of California Cities Table of Contents Article I: General 1 Section 1: Corporation Name 1 Section 2: Offices 1 . Section 3: Compliance with Governing Laws 1
Article II: Purpose and Objectives 1 Section 1: General 1 Section 2: Objectives : 1 Article III: .Membership 2 Section 1: Qualification 2 (a) Cities 2 (b) Elected and Appointed Officials
2 Section 2: Termination : 2 Section 3: Honorary Members 2 Section 4: Non-Liability : 2 Article IV: Dues : 2 Section 1: Establishment. 2 Section 2: Increase in Dues : : 3 (a) Board Vote
Requirement 3 (b) Member City Ratification Requirement... 3 (c) Dues Cap 3 Section 3: Delinquency ,' 3 Article V: Membership Meetings 3 Section 1: Annual Conference 3 (a) Time and Place
3 (b) Conference Program Planning 3 Section 2: Special Meetings 3 Section '3: City Delegates as General Assembly 4 (a) Designation 4 (b) Membership Decision-making Body 4 (c) Registration
for Annual Conference 4 Section 4: Notice of Meetings : 4 Section 5: Parliamentarian 4 Section 6: Credentials 4 Article VI: Membership Resolutions : 4 Section 1: Role and Scope of Resolutions
4 Section 2: Origination 4 Section 3: Resolutions Committee 5 (a) Resolutions Committee Composition 5 (b) Presidential Appointments 5 (c) Chair 5
League of California Cities Bylaws (as proposed to be amended in 2004) (d) Mioimum Committee Size and Composition 5 (e) Committee Consideration of Proposed Resolutions 5 Section 4: Procedure
for Resolution Review for the Annual Conference 5 (a) Timing 5 (b) Referral to Policy Committees 5 Section 5: Resolutions Proposed by Petition for the Annual Conference 6 (a) Presentation
by Voting Delegate 6 (b) Contents : 6 (c) Signature Requirements 6 (d) Time Limit for Presentation : 6 (e) Parliamentarian Review : 6 (f) Disqualification , 6 (g) Consideration by General
Assembly 6 (h) Availability of List of Voting Delegates 7 . Section 6: Special Meeting Resolutions Procedure 7 Section GI: Full Debate 7 Article VII: Board of Directors 7 Section 1:
Role and Powers 7 Section 2: Composition 7 Section 3: .Staggered Terms ; 8 (a) Even-Numbered Year Terms 8 (b) Odd-Numbered Year Terms 8 Section 4: Election of Directors 9 (a) Functional
Department Directors 9 (b) Regional Division Directors : 9 (c) At-Large Directors 9 (d) d) Commencement of Terms 9 (e) Additional Directors 9 Section 5: Nomination Process 9 (a) Timing
9 (b) Composition 9 (c) Nominating Committee Chair 9 (d) Candidates for Positions Ineligible ; 10 (e) Duties ; 10 (g) Decision and Report 10 (h) Election : · : 10 Section 6: Vacancies
11Q (a) Functional Departmental Directorships 11 (b) Regional Division Directorships 11 (c) At-Large Directorships 11 (d) Large City Directorships 11 (e) Terms 11 Section 7: Resignation
: : 11 Section 8: Meetings and Meeting Notice :.. , 11 (a) Regularly Scheduled Board Meetings 11 (b) Emergency Board Meetings 11 (c) Telephonic or Electronic Participation 11 (d) Notice
Content. : 11 Section 9: Policies 12 Section 10: Committees : 12 (a) General 12 (b) Executive Committee : 12 (c) Standing Policy Committees 12 (d) Committee Chairs and Vice Chairs 13
Section 11: Compensation : 13 Pageii
Lea,gue of California Cities . Bylaws (as proposed to be amended in 2004) Section 12: Repocts of Directors ; 13 Section 13: Standard of Care 13 (a) General 13 (b) Reliance on Information
13 (c) Non-Liability 13 Section 14: Right to Inspect Records 14 Section 15: Policy Changes 14 Article VIII: Officers ·.: 14 Section 1: Identity 14 Section 2: Duties of League Officers
: 14 (a) President 14 (b) First Vice-President 14 (c) Second Vice-PresidenUTreasurer : 14 Section 3: Election : 14 Section 4: Vacancies 14 Section 5: Executive Director and League Employees
: 15 (a) Employment 15 (b) Specific Duties 15 (c) Insurance 15 Article IX: Regional Divisions 16 Section 1: Listing , 16 (a) Existing Regional Divisions 16 (b) New Divisions 16 Section
2: Purposes and Functions 16 . Section 3: Names of Divisions 16 Section 4: Boundaries : , 17 Section 5: Membership 17 Section 6: Voting , 17 Section 7: Officers 17 (a) Identity : 17
(b) Election Timing 17 (c) Terms 17 (d) Vacancies : 18 (e) Duties 18 Section 8: Resignation : 18 Section 9: Regional Division Bylaws 18 Article X: Functional Departments 19 Section
1.: Listing 19 (a) Existing Departments 19 (b) New Departments 19 Section 2: Officers 19 (a) Identity : 19 (b) Election Timing 19 (c) Terms 19 (d) Vacancies : 19 (e) Duties 20 (f) Resignation
20 Section 3: Voting 20 Section 4: Department Meetings : : 20 Section 5: Department Bylaws 20 Page iii
League of California Cities Bylaws (as proposed to be amended in 2004) Article XI: Voting : · : : 21 Section 1: Quorum : , 21 (a) In General >o ••••• : 21 (b) General Assembly 21
(c) Failure to Achieve Quorum 21 Section 2: Voting Methods 21 (a) General Assembly 21 (b) Alternative Methods 21 (c) Roll Call Vote 21 (d) Voting Cards · 21 (e) Proxy Voting , 21
Section 3. Vote Threshold 21 Section 4: One City One Vote , 21 Section 5: Mail Balloting 22 (a) Mailing 22 (b) Time Frame for Action · 22 (c) Ballot Tabulation and Results Announcement
22 (d) Functional Departments and Regional Divisions 22 Article XII: Qualifications to Hold Office and Vacancies ; 22 Section 1: Eligibility to Hold Office 22 (a) In General · 22 (b)
Length of Service 22 . Section 2: Vacancies : 22 (a) Vacancy Defined 22 (b) Effective Date of Vacancy Caused by Leaving City Service : 22 (c) Effective Date of Resignations 23 (d) Filling
Vacancies : 23 (e) Successor Terms 23 Article XIII: Finances 23 Section 1: Fiscal Year 23 Section 2: Budget 23 (a) Preparation and Approval 23 (b) Dissemination : 23 Section 3: Limitation
of Expenditures 23 Section 4: Annual Audit 23 Section 5: Special Assessment for League Building : 23 Article XIV: Prohibited Transactions 24 Section 1: Loans : : 24 Section 2: Self-Dealing
and Common Directorship Transactions 24 (a) Self-Dealing Transactions 24 (b) Common Directorships 24 (b) Pre-Transaction ApprovaL 24 (d) Post-Transaction Approval 25 Article XV: Miscellaneous
: 25
League of California Cities Bylaws (as proposed to be amended in 2004) Section 2: Insurance 26 Section 3: Contracts and Execution of Instruments 26 Section 4: Disposition of Assets
Upon Dissolution : : 26 Section 5: Parliamentary Authority ; 26 Section 6: Seal : 27 Section 7: Governing Law 27 Section 8. Litigation Authority 27 Article XVI: Amendments 27 . Section
1: Consideration 27 Section 2: Vote Threshold : 27 Section 3: Who May Propose 27 Section 4: Board Review 27 Section 5: Procedure for Consideration by General Assembly 27 (a) Notice :
27 (b) Consideration by General Assembly 27 Section 6: Effective Date 27 Section 7: Protest and Suspension until Next Conference 28 Article XVII: Establishment and Financing of Grassroots
Network 28 Section 1: Enhancement of Advocacy Efforts 28 Section 2: Dues Increase 28 (a) Initial Financing : .-28 (b) Continued Financing : 28 Section 3: Accountability 28 (a) Annual
Goal-Setting and Performance Assessment.. 28 (b) Board Discontinuance 28 (c) Membership Vote on Program Continuation : 28 G:\LegaI\Corporate Docs\Bylaws\2004 Bylaws Update\Draft7.DOC
Page v
BACKGRQUND INFORMATION ON RESOLUTION NO.1 SOURCE: LEAGUE BOARD OF DIRECTORS TITLE: RESOLUTION AMENDING BYLAWS OF THE LEAGUE OF CALIFORNIA CITIES. Background This is a set ofproposed
revisions to the League's bylaws. The League's bylaws are the set of rules by which the League governs itself as a California nonprofit corporation. Process These proposed changes are
the result of the following process. In February, the League Board President appointed a committee of the following Board Members to review and update the League's bylaws. • Audra Gibson,
Mayor, City ofMount Shasta (committee chair) • Mike Segala, Vice Mayor, Suisun City • Paul Luellig, City Council Member, Barstow • Helen Kawagoe, City Clerk, Carson The committee met
several times via conference call and the League Board reviewed the proposed changes and provided initial input at its April meeting. . The Administrative Services Policy Committee then
reviewed the changes at its June meeting. Feedback from committee members was shared with the League Board at its July meeting. The League Board approved the final version of the proposed
amendments for the membership's consideration at the July meeting. The Administrative Services Policy Committee will review this version of the proposed amendments and make a recommendation
to the General Resolutions Committee at its September meeting at the Conference. The amendments, along with the General Resolutions Committee recommendation, will then be presented to
the membership at the General Assembly. A two-thirds vote of those voting at the General Assembly is necessary to approve these bylaws amendments. See Bylaws, Art. XVI, § 2. After approval,
amendments go into effect after the expiration of the protest period, see Article XVI, section 7, unless otherwise specified in the amendments. See Bylaws, Art. XVI, § 6. At this point,
the proposed amendments must be either approved or disapproved. Because ofthe special nature of bylaws, no changes in the actual language of the bylaws IX
may be made after the League Board's review at the July meeting. See Article XVI, §§ 4 and 5(b) (board recommendations must accompany materials presented to membership on the bylaws).
Changes Proposed Membership Termination. Article Ill, section 2 is proposed to be amended to conform with state law requirements for notice and an opportunity to be heard before one's
membership is tenninated. Special Meeting Issues. The changes to Article V, section 4 propose allowing faxed notice of special membership meetings and publicizing the meeting in an official
publication of the League (as opposed to "the" official publication). The proposed changes to the headings in Article VI, sections 4 and 5 also clarify that the resolutions procedures
described in those sections apply only to resolutions considered at the Annual Conference. The proposed revised bylaws also have new procedures for special meetings-a topic on which
the bylaws presently provide little guidance. The goal is to strike a balance between notice and nimbleness: o Meeting Called by Membership. Any request for aspecial meeting must specify
general nature of the business to be transacted and the text of any proposed resolution(s). The number of cities required to request a meeting is proposed to be changed to comply with
state law. The requirement is the 5 percent of the membership may request a special meeting (24 cities· instead of 40 as the bylaws presently require). See Proposed Amendments, art.
V, § 2. o Notice to Members. The notice must describe nature ofmeeting and, if the meeting is requested by cities, text ofproposed resolution(s). See Proposed Amendments, art. V, §
o Germane-ness. All resolutions must be germane to the meeting purpose . specified in the special meeting notice. See Proposed Amendments, art. VI, § 6(a). o Opportunity for Member Review.
All resolutions to be proposed during the General Assembly (by anyone) must be available for membership review by electronic (for example, by posting on the League's website) or other
means at least 24 hours prior to the beginning of the special meeting. See Proposed Amendments, art. VI, § 6(b). o Parlimentarian Review. The Parliamentarian reviews proposed resolutions
for form and substance and reports to General Assembly. See Proposed Amendments, art. VI, § 6(c). x
Nominating Committee Process. A proposed amendment to Article VII, section 5(a) moves up creation of the nominating committee to the first board meeting of the year. A proposed amendment
to Article VII, section 5(b) adds a department representative to the nominating committee and specifies that two nominating committee members will be at-large directors. The proposed
amendments also specify that the nominating committee shall be comprised of League Board members. See Proposed Amendments, art. VII, § 5(b) ("The nominating committee hall be comprised
ofHffie-eleven Board members."). Another proposed amendment to Article VII, section 5(e) specifies that candidates for officers and at-large positions may not serve on nominating committee.
Board Composition. Article VII, section 2(t} gives the eight largest cities in California seats on the League Board. The change to Article VII, section 6(d) proposed by the bylaws committee
would address vacancies in the large city seats created by the large city's representative becoming an officer or a member of the League Board by virtue of serving on the National League
of Cities Board ofDirectors. The proposed amendments treat large cities the same as any other entity with a representative on the League Board by giving them the option of appointing
a new representative for the League Board. Division and Department Officers. • Officer Identity. Article IX', section 7(a) and Article X, section 2(a) are proposed to be amended to be
consistent as to the identity of division and department officers. • Officer Terms. Article IX, section 7(c) and Article X, section 2(c) are proposed to be amended to be consistent as
to the terms of division and department officers. • Vacancy Procedures. Article IX, section 7(d) and Article X, section 2(d) are proposed to be amended to be consistent as to the procedures
when there is a vacancy in a division and department officer position and to clarify that the individual filling the vacancy fills out the term of his or her predecessor. Quorum. The
The language in article XI, section 1(b) has been amended to specify how a quorum is calculated at General Assembly meetings. State law suggests that organizations like the League have
a quorum of a third of the membership, but allows an organization to set a different quorum in its bylaws. See Cal. Corp. Code § 7512. Litigation Authority. Section 8 is proposed to
be added to Article XV to expressly authorize the League to initiate or respond to litigation on cities' collective behalfwhen the League Board determines such litigation is necessary
to protect cities' shared vital interests. Xl
I' II Resolution Referred to Community Services Policy Committee 2. RESOLUTION RELATING TO ENCOURAGING HEALTHIER LIFESTYLES FOR CHILDREN, ADULTS, AND SENIORS IN CITIES THROUGHOUT CALIFORNIA.
Source: Community Services Policy Committee Referred to: Community Services Policy Committee Recommendation to General Resolutions Committee: WHEREAS, obesity affects more than one-quarter
of all adults and one in five children in the United States; and WHEREAS, it is estimated that the United States spends billions of dollars on health care, yet the rates for obesity
continue to grow; and WHEREAS, besides diet, some of the major contributors to obesity include a decrease in physical activity caused, in part, by fewer parks and sidewalks in our cities,
perceptions and reality of unsafe streets, a lack of public transportation, and communities designed to require more driving which discourages walking; and WHEREAS, exercise activities
of all types are needed to maintain and improve our health and to prevent diseases such such as heart disease, Type 2 diabetes, asthma, and low bone density; and WHEREAS, the welfare
of our cities depends on the health and happiness of our residents; and WHEREAS, cities are encouraged to promote policies that engage their citizens in more activities that are healthy,
and to consider community design that makes more parks available for citizens and encourages walking as opposed to relying only on cars; and WHEREAS, schools also are encouraged to playa
role by eliminating the sale of low-nutrient foods and beverages on school campuses, increasing the availability of healthy foods and beverages, and promoting physical activity on school
property; and WHEREAS, one example of a free program that cities can utilize is "50 Plus Fitness" program, where a city can appoint a recreation staff member, or a volunteer, to conduct
a program to help those citizens who are over the age of 50; and WHEREAS, the Cities, Counties & Schools (CCS) Partnership, of which the League is a member, is encouraging local government
to adopt and promote policies and programs that address the issue of obesity; and WHEREAS, city officials and staff have demonstrated their support for healthier lifestyles in their
communities by participating in a morning RunlWalk during the League of California Cities Annual Conference on September 19, 2004; now, therefore, be it XlI
I RESOLYEO, by the General Assembly of the League of California Cities assembled in Annual Conference in Long Beach, September 19, 2004, that the League encourage cities to embrace policies
that facilitate activities that promote healthier lifestyles, including healthy diet and nutrition, and adopt city design and planning , principles that enable citizens to undertake
exercise with the goal of achieving a more active and healthy community. »»»»» 00000 X111
BACKGROUND INFORMATION ON RESOLUTION NO.2 SOURCE: COMMUNITY SERVICES POLICY COMMITTEE TITLE: RESOLUTION RELATING TO ENCOURAGING HEALTHIER LIFESTYLES FOR CHILDREN, ADULTS, AND SENIORS
IN CITIES THROUGHOUT CALIFORNIA. Background: . This resolution is the result of the Community Services Policy Committee Work Plan for 2004. Throughout the year, the policy committee
has focused on, and discussed, the issue of health in the senior community and more recently focused on the health of our youth. After reviewing presentations on programs such as the
Fifty,:.plus program and Child Obesity by City, County & School (CCS) Partnership, the committee felt compelled to take action. The committee has sponsored a resolution to have cities
strive for healthier lifestyles in their communities. The resolution encourages healthier lifestyles for children, adults and seniors in cities throughout California. XIV