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HomeMy WebLinkAbout08/23/2004 B A K E R S F I E-L D Sue Benham, Chair David Couch Jacquie. Sullivan Staff: Trudy Slater REGULAR ~MEETING NOTICE LEGISLATIVE AND LITIGATION COMMITTEE of ~the City Council - City.of Bakersfield -Monday, August 23, 2004 1:00 p.m. City Manager's Conference Room Second 'Floor - City Hall, Suite 201 1501 Truxtun Avenue, Bakersfield, CA A'GENDA 1. ROLL CAL-L 2. CLOSED SESSIONS A. CONFERENCE WITH LEGAL COUNSEL--EXPOSURE TO LITIGATION SIGNIFICANT EXPOSURE TO LITIGATION PURSUANT TO SUBDIVISION (b)(1) OF GOVERNMENT CODE SECTION 54956.9: ONE (1) POTENTIAL CASE B. CONFERENCE WITH LEGAL COUNSEL--EXISTING LITIGATION CLOSED SESSION 'PURSUANT TO SUBDIVlSlON'(a) OF GOVERNMENT CODE SECTION 54956.9: · JACOBSON V. HERMAN, .UNITED STATES DISTRICT COURT'CASE NO. CF-F-02-5973-DLB · 'NORTH 'KERN V. KERN DELTA, TULARE COUNTY SUPERIOR COURT CASE NO. 96-172919 · BFLO V. COB,'USDC CASE NO. CIV.F-03~5645 REC TAG 3. ADOPT JULY 12, 2004 AGENDA SUMMARY REPORT 4. PUBLIC STATEMENTS 5. NEW BUSINESS A. REVlEW,.DlSCUSSlON AND COMMITTEE RECOMMENDATIONS RELATING TO AN ORDINANCE REQUIRING UTILITY COMPANIES TO MAINTAIN THEIR JUNCTION BOXES B. REVIEW, DISCUSSION AND COMMITTEE RECOMMENDATIONS REGARDING ORDINANCE CHANGES RELATING TO SMOKING REGULATIONS IN ENCLOSED SPACES C. REVIEW, DISCUSSION AND COMMITTEE RECOMMENDATIONS RELATING TO LEAGUE ANNUAL CONFERENCE VOTING DELEGATE AND ALTERNATE D. REVIEW, DISCUSSION AND COMMI'I'I'EE RECOMMENDATIONS RELATING TO PROPOSED LEAGUE RESOLUTIONS 6. COMMITTEE COMMENTS 7. ADJOURNMENT AD'MI NISTRATIVE REPORT MEETING DATE: August 23, 2004 I AGENDA SECTION: Closed Session I ITEM: TO: Legislative and Litigation Committee APPROVED Sue Benham, Chair David Couch DEPARTMENT HEAD Jacquie Sullivan CITY ATTORNEY FROM: Virginia Gennaro, City Attorney CITY MANAGER DATE: August 18, 2004 SUBJECT: Conference with Legal Counsel -- Exposure to Litigation Significant exposure to litigation pursuant to subdiviSion (b)(1) of Government Code section 54956:9 One (1) potential case. RECOMMENDATION: BACKGROUND: VG:do W:\COUNCIL\CI SessV~dmins\04-05~08-23-04 Potential Leg&Lit.doc 8/18/2004 ADMINISTRATIVE REPORT MEETING DATE: August 23, 2004 I AGENDA SECTION: Closed Session I ITEM: TO: Legislative and Litigation Committee APPROVED Sue Benham, Chair David Couch DEPARTMENT HEAD Jacquie Sullivan CITY ATTORNEY /-,/'~.~ ' FROM: Virginia 'Gennaro, City Attorney CITY MANAGER DATE: August 18, 2004 SUBJECT: Conference with Legal Counsel -- Existing Litigation Closed session pursuant to subdivision (a) of Government Code section 54956.9. · Jacobson v. Herman, United States 'District Court Case .No. CV-F-02-5973-DLB · North Kern v. Kern-Delta, Tulare County Superior Court Case 'No. 96-172919 · BFLO v. COB, USDC C(3se No. CIV. F-03-5645 EEC TAG RECOMMENDATION: BACKGROUND: VG:do W:\COUNCIL\CI Sess~Admins\04-05\08-23-04 Exist Leg&Lit.doc August 18, 2004, 1:07PM DRAFT B A K E R S F I E L D Al anager Sue Benham, Chair Staff: Trudy Slater David Couch Jacquie Sullivan AGENDA SUMMARY REPORT LEGISLATIVE AND LITIGATION-COMMI'I'FEE Regular Meeting Monday, July 12, 2004 1:00 p.m. City Manager's Conference Room 1. ROLL CALL Called to :order at 1:04 p.m. Members present:Councilmember Sue Benham, Chair Councilmember David Couch Councilmember Jacquie Sullivan 2. ADOPT MAY 24, 2004 AGENDA SUMMARY REPORT Adopted as submitted. 3. PUBLIC STATEMENTS None. 4. DEFERRED BUSINESS None. 5. NEW BUSINESS A. REVIEW, DISCUSSION AND COMMITTEE RECOMMENDATIONS REGARDING DOWN- TOWN WEEKEND SAFETY ISSUES Police Lt. Dave Haskins explained the difficulties being experienced in the downtown with alcohol, violence, and gang-related problems, which require patrolling by six officers and a Sergeant during high activity hours. The level of intensive patrol is one of the highest in the City. He indicated the - Police Department has attempted to base its police activity to deal with the types of issues being experienced by businesses in the area. Agenda Summary Report' DRAFT Legislative and Litigation Committee July 12, 2004 Page 2 Chief Bill Rector indicated he felt this was a community policing issue and that a solution can be found by working with the businesses impacted. Valuable information can also be gained by looking at what Other jurisdictions do. Chairperson Sue Benham thanked the Police Department for assisting her in trying to deal with the issues. Kenny Reed stated he liked Lt. Haskins's report. He indicated a lot of people in the downtown are ones that do not come in to the bars but-congregate and cause problems outside. He stated cities don't want to violate others civil rights so they add more layers of regulation. Lt. Haskins responded to Chairperson's Benham question regarding underage drinking by indicating free of charge training sessions, including, one held just this morning, can be held on how businesses can deal with their patrons, including identifying those who are breaking the law. Mr. Reed indicated underage .drinking was not an issue in the bars but .in areas outside. Mr. Mel Blanton indicated he was a million dollar investor in downtown and that he was against businesses have more regulations .placed on them. He was concerned about liquor license restrictions. City Manager Alan Tandy explained there was not an absolute ban on liquor licenses. The City Council gave the City .Manager the ability of determine whether the City approves or denies an application for a PC&N, and a determination is made on a case-by-case basis. Committee Members David-Couch and Jacquie Sullivan spoke about their experiences at the Marketplace and private security efforts there. Chairperson .Benham indicated she felt there was a difference in services provided by different private security companies. Mr. Reed indicated he doesn't want to pay for private security services when he pays for public safety services already. Chairperson Benham indicated she would like to form a temporary task force consisting of herself, a Police Department representative, the City Attorney, the ABC, a DBA representative, and others. Committee Member Sullivan so moved, and it was passed unanimously by the Committee. B. REVIEW, DISCUSSION AND COMMI'n'EE RECOMMENDATIONS REGARDING RESI- DENTIAL cuL DE SAC PARKING Public Works Director Raul Rojas spoke on-public works issues that would arise if the City allowed perpendicular parking ("nosedived" parking) in residential cul de sacs. Traffic Engineer Steve Walker presented.handouts delineating the City's and the State's regulations on parking and the changes that would be needed to try to accommodate perpendicular parking in relation to turning radii such as increased .rights of way. Solid Waste Director Kevin Barnes presented a short video on the difficulties experienced by Sanitation truck drivers in "nosedived" cul de sac parking,, and mentioned the additional time which would be needed if the sanitation process had to resort to manual efforts in ensuring trash cans are accessible to City trucks. Administrative Analyst Trudy Slater indicated Fire Chief Ron Fraze was opposed to perpendicular parking in cul de sacs due to access of and mobility needed for City fire trucks. Reduced access raised issues with response times and well as increased exposures to vehicle damage, both private vehicles as well as City fire trucks. Other issues included concerns over the increased amount of maneuvering (backing) which Agenda Summary Report Legislative and Litigation Committee DRAFT , July 12, 2004 Page 3 would .be needed and the additional wear and tear this would have on both the streets and the vehicles. City Manager Tandy indicated allowing perpendicular parking for large personal vehicles such as recreational vehicles, motor homes, and others would create issues as well. Mr. Baker responded to the concerns expressed with counterproposals which included limited perpendicular parking at specified times as well as no street parking at specified times (to accommodate sanitation truck schedules). Chairperson Benham thanked Mr. Baker for bringing the issue to the ~Committee's attention. She felt that the issue had' been explOred with the Police, Fire, and Public Works departments indicating their concerns. No further-action will .be taken. C..RE.VIEW, DISCUSSION. AND COMMITTEE RECOMMENDATIONS REGARDING MONI- TORING MECHANISM FOR .HIGHWAY 99 CRUISE AND CAR SHOW. 'Committee Member Couch indicated that he would talk to City Manager Tandy regarding .this issue and that it should be left at that for now. The Committee concurred. 5. COMMITTEE COMMENTS None. 6. ADJOURNMENT The meeting adjourned at 1:55 p:m. Staff Attendees: City Manager Alan Tandy, Administrative Analyst Trudy Slater; Assistant City Attorney Bob Sherfy; *Police Chief Bill Rector, AssiStant Police Chief Bryan Lynn, Lt. Dave Haskins; Public Works Director Raul Rojas, Traffic Engineer Steve Walker, Solid Waste Director Kevin Barnes; Acting City Treasurer Cheryl Perkins Others Present: J. Michael Baker, Kenny Reed, Mel Blanton, Cathy Butler, Art Carlock, Tammy Brown MEMORANDUM CITY ATTORNEY'S OFFICE June 2, 2004 TO: ALAN TANDY, CITY MANAGER FROM: VIRGINIA GENNARO, CITY ATTORNEY ALLEN M. SHAW, DEPUTY CITY ATTORNEY SUBJECT: GRAFFITI .ON 'MAIL BOXES AND JUNCTION BOXES COUNCIL REFERRAL NO. 000801 Councilmember Maggard requested staff look into requiring owners to clean up graffiti on their junction boxes and .mail boxes. The Bakersfield Municipal Code concerning graffiti, and abatement of public nuisances grants the City power to compel an otherwise innocent owner to "clean up" graffiti on his or her property, which includes junction boxes and mail boxes. However, there are some practical issues to be considered. First, there are legal complexities when property, such as an easement for a junction box, has multiple owners, such as defining which owner is responsible and to what percentage. Second, there is the perception of penalizing the "victim." Third, in .order to have a successful cost recovery effort against the owners, Staff would need to thoroughly document each clean up project in its "before state," its "after state," and the actual cost of labor and materials. When the budget was reduced, the support staff, responsible for puffing this information together was eliminated. Staff's primary concem at this point is to simply clean the grafitti. VG/AMS:Isc cc: Honorable Mayor and City Council S:\COU NCIL~Referrals\GraffitiMailboxes.doc BAKERSFIELD FIRE DEPARTMENT MEMORANDUM DATE: August 18, 2004 TO: Alan Tandy, City Manager FROM: Ron Fraze, Fire Chief ~/~' SUBJECT: Reason for Smoking Ordinance It was brought to my attention several months ago that Bakersfield had an established business that is a smokers' lounge and alcohol bar combined. We believe this is in violation of the Labor Code pertaining to "smoking in places of employment." The State Labor Code lists exemptions to the "no smoking" rule, however, the exemptions are ambiguous for tobacco retail shops. The Labor Code defines a retail or wholesale tobacco shop "as any business establishment" whose "main purpose" is the sale of tobacco .products. The proposed ordinance makes clear the prohibition exemption for retail tobacco shops is 'only for tobacco shops that are involved "exclusively" in the sale of tobacco products and smoking accessories. This would disallow the sale of alcohol in establishments that allow smoking. The proposed ordinance takes the enforcement of this regulation out of the Labor Code thereby eliminating questions pertaining to owner-operator exemptions. The proposed ordinance also simplifies enforcement actions by making it part of the Fire Code. By making this ordinance a part of the Municipal Code and adopting it into our Fire Code, we can enforce it through criminal, civil or administrative penalties. Without the ordinance, an argument can be made for smoking lounges to allow drinking, but drinking establishments cannot allow smoking. This would circumvent the intent of the law. S/Ron Fraze/smoking ordinance memo ADMINISTRATIVE REPORT I MEETING DATE: July 21,2004 AGENDA SECTION: Consent Calendar .ITEM: TO: Honorable Mayor and City Council APPROVED FROM: Virginia Gennaro, City Attorney DEPARTMENT HEAD //~,~ DATE: July 16, 2004 CITY A'I-rORNEY.' CITY-MANAGER SUBJECT: An Ordinance adding Section 15.64.055 to the Bakersfield Municipal Code related to smoking regulations within enclosed areas. RECOMMENDATION: Staff recommends referral to the Legislative and Litigation Committee. BACKGROUND: The ordinance received first reading at the July 7, 2004, City Council meeting. California law prohibits smoking in most places of employment. It also provides that to the extent State law does not regulate smoking of tobacco products, local laws may be implemented. This ordinance basically adopts State standards regarding smoking and fills the loophole in State law by prohibiting smoking lounges to be located in or adjacent to bars. Most importantly, and in addition to criminal or civil enforcement, this ordinance allows for more effective enforcement by allowing the Fire Chief or his designee to enforce violations of the ordinance administratively through fines. RMS:dll S:\C OU NCIL\Actrnin s\ 15.63.055. Smoking R egs/k:~min2 ~OC July 16, 2004 ORDINANCE NO. AN ORDINANCE OF THE CITY TO BAKERSFIELD ADDING SECTION 15.64.055 OF THE BAKERSFIELD MUNICIPAL CODE RELATED TO SMOKING REGULATIONS. BE IT ORDAINED by the Council of the City'of Bakersfield as folloWs: SECTION 1. Section 15.64.055 of the Bakersfield Municipal Code is hereby added to read as follows: 15.64.055 Section 11. t'5 added - Smoking Regulations Section 1115, Smoking Regulations, is added to the Uniform Fire Code to read as follows: 1115.1 Purpose. This Section is adopted for the purpose of prohibiting smoking in most enclosed · places open to the public in order to reduce the hazards .which smoking causes to those persons involuntarily exposed to side-stream and secondhand Smoke, and for the further purpose of Prohibiting and regulating smoking in places of employment and also for the protection of those employees who are involuntarily exposed to side-stream or secondhand smoke. 1115.2 Findings. The Bakersfield~Fire Department finds as follOws: A. That tobacco smoke is a major contributor to indoor air,pollution; B. That breathing side-stream or secondhand tobacco smoke is a cause of disease, including lung cancer in nonsmokers; C. That persons at special risk from the-breathing of side-stream or secondhand smoke include pregnant women, children, elderly persons, persons with cardiovascular disease, persons with impaired respiratory function, including asthmatics, and _persons with obstructive airway disease; D. That health hazards induced by breathing, side-stream or secondhand smoke include lung cancer, respiratory .infection, decreased exercise tolerance, decreased respiratory function, bronchoconstriction, broncho-spasm and ear infections in children; E. That persons who suffer ill effects from breathing side-stream or secondhand smoke may experience a loss of job productivity or may be forced to take periodic sick leave because of adverse reactions to same; and F. That by reason of the foregoing, the smoking of tobacco or other weed or plant is hazardous to the health of the general public. ' S: COUNCIL Or,is 04-Of Ords, Smok;.ngOrdAmdlS,64055.do¢ Page 1 or' 6 Pages 1115.3 Definitions. Unless the contrarY is stated or clearly appears from the context, the following definitions shall govern the construction of the words and phrases used in this Section: A. "Bar" means any establishment open to and uSed by the general public which is devoted to the service of alcoholic beverages and in which the service of food is only incidental to the consumption of such beverages and any portion of such establishment, including any portion of a restaurant, which is devoted to the service of alcoholic beverages, in which the service of food is only inCidental to the consumption of such beverages and which is within an enclosed area 'which separates ~the bar from the other areas of the establishment. B. "Employee" means any person who regularly performs services for-an employer either for compensation or as a noncompensated volunteer. C. "Employer" means any person, partnership, corporation, unincorporated association and/or any nonprofit organization which employs or otherwise uses the services of one or more employees. D. "Enclosed 'area" means all space between .a floor 'and .ceiling which is enclosed on ail sides by impermeable walls, windows or other impermeable surfaces which extend from the floor to the ceiling .except for doors or similar openings used for ingress or egress. E. "Place of employment" means any enclosed area under-the control of an employer which emplOyees normally frequent dudng the course of employment, including but not limited to, work areas, individual and group offices, employee lounges, restrooms, conference rooms, classrooms and employee cafeterias and hallways. F; "Public place, means any establishment or facility area to which the public is invited or in which the public is permitted, incuding but not limited to banks, educational facilities, health facilities, professional offices, public transportation facilities, recreation and sports facilities, restaurants, retail food production .and marketing establishments, retail service'establishments, retail stores and theaters. G. "Restaurant" means any establishment or portion of an establishment, other than a bar or-portion of a restaurant used as a bar, whiCh is open to and used by the ~general public and which 'is devoted to the service of food and/or beverages. .H. "Smoking" means the carrYing or holding of a lighted cigarette, cigar, pipe, or other similar smoking device or equipment, or emitting or exhaling.the smoke of a cigarette, cigar, pipe, or other similar smoking .device or equipment. 1115.4 Prohibition of smoking in enclosed areas. A. Except as otherwise hereinafter provided by this Section, smoking shall be prohibited in the enclosed areas of all public places located within the City, including but not limited to the enclosed areas of the following public places: 1. The hallways, waiting rooms, examination rooms, rooms used for treatment, wards and semi-private rooms of health facilities, including but not limited to hospitals, clinics, physical therapy facilities, doctors' offices and dentists' offices; ',-. $:'.COL,;,~CII. Ords~O.s-O50rds'~moidnllOrd^md I.q Page 2 of 6 Pages 2. Any portion of a grocery store, supermarket or other retail food marketing establishment which is open to and used by the general public; 3. Any portion of a museum, gallery or library which is open to and used by the general public; 4. Any portion of a theater, auditOrium, or hall which is open to the general public, and used for eXhibiting a motion picture, live theatrical performance, lecture, musical recital or similar performance; 5. Any portion of a building owned and/or operated by a public agency or entity which is open to and used by the-general public and is subject to the jurisdiction of the City; 6. Any elevator or restroom open to and used by the general public; 7. Any bus, taxicab or other means of public transportation which is subject to the jurisdiction of the City, and any ticket, boarding or waiting area of a public transit depot; '8. Any common area in an apartment building, condominium, congregate care facility, nursing home or day care facility; 9. Any. recreation or sports facility, including but not limited to gymnasiums, enclosed swimming pools, roller skating and ice skating rinks, bowling alleys, pool halls, health spas and other similar places where members of the general public assemble either to engage in physical exercise, participate in athletic activities or witness sports ~events; 10.Any service line where one .or more. persons are waiting for or receiving service of any kind, whether or not such service involves the . exchange of money; 11 .Any. restaurant or bar; and 12.Any other business or establishment .or portion of a business or establishment which is open to and used by the general public, including but not limited to retail stores, hotels and motels. B. Notwithstanding the provisions of-this subsection, the owner, operator, manager or other .person who controls the enclosed area of any establishment described in this subsection may declare-the entire establishment as a nonsmoking area. 1115.5 Prohibition and regulation of smoking in places of emploYment. 'It shall-be the .responsibility of .employers to provide a smoke free 'work place for all employees. To carry out this responsibility each employer operating a place of employment within the City shall adopt, make known, implement and maintain a smoking policy prohibiting smoking within all enclosed places located at a place of employment without exception. This includes common work areas, individual and group offices, employee lounges, employee restrooms, conference rooms, classrooms, employee cafeterias, hallways and all other enclosed facilities. The smoking policy required by this section shall be communicated to all employees within three weeks of its adoption and employers shall supply a written copy of such smoking policy upon request of any existing or prospective employee. $:'COb'NCIL',Orcb,04-0$ ~'ds~mokinl,,O~dAmd ! f .64.0.~.~.dc.: Page 3 of 6 Pages 1115.6 * Exceptions to smoking prohibitions and regulations. Notwithstanding anything herein to the contrary, the following areas shall not be subject to the smoking prohibitions and regulations provided forin this Section: A. Private residences, except when the residences are utilized as a healthcare facility, childcare facility, licensed community-care facility, or senior citizen or retirement care home; except senior care facilities may set aside an *area(s) where smoking is permitted; B: Hotel and motel rooms rented to guests; C. Retail stores that deal exclusively in the sale of tobacco and smoking paraphernalia; and D. Theatrical production sites, if smoking is an integral part of the story in the theatrical production. 111.5.7 Signs and notices. "No Smoking" signs, with letters of not less than one inch 'in height or the international UNo Smoking" symbol (consisting of a pictorial representation of a burning cigarette enclosed in a circle not ~less than two inches in. diameter with a -bar across .it) shall be conspicuously posted .in every bar, restaurant, or. enclosed area where alcohol is served, by the owner, operator, manager or other person having control of such *bar, restaurant, or enclosed area. In addition, every restaurant shall have-posted at every restaurant entrance a conspicuous sign clearly Stating that smoking is prohibited in the restaurant. 1115.8 Violations. A. It is unlawful for any person who owns, manages, operates Or otherwiSe controls the use of any enclosed area or place of emPloyment subject to the provisions of this Section to fail or refuse to: 1. Adopt or implement the emploYer's no smoking policy required by this Section; 2. Provide or. post the signs or give the notices required by this Section; or 3. Otherwise comply with any other requirements of this Section. B. It is unlawful for any person to smoke in any area in which smoking is pr~ohibited by the provisions of this Section. C. It is unlawful for any person to mutilate or destroy any signs posted pursuant to the provisions .of this Section. 1115.9 Enforcement. A. The Fire Chief ("Chief") or his designee shall enforce the provisions of this Section and may, at the Chief's or his designee's sole discretion, take any one or more of the following actions to enforce the provisions of this Section: 1. Service of a notice upon a person violating the proVisions of this Section requiring the correction of such violation; 2. Initiation of an administrative compliance order as set forth in Section 103.4.1 of this Code to assess any of the penalties .provided by subsection 11t5.10 herein; S:~COUNC[L~.Ord$~'G4-0$ Ord~\SmokinltOrdAmd I 5.64.055.doc Page 4 of 6 Pages 3. Commencement of a civil action in a court of appropriate jurisdiction to .enjoin violation of the provisions of this Section or otherwise require compliance herewith;-and 4. Initiation of cdminal proceedings to assess, any of the penalties provided by thiS Section. B. The Chief or his designee may require from -the owner, manager, operator or other person having control 'of such area .or place of employment that the. enclosed area or place of employment fully-complies with the requirements of this Section. C. The owner, manager, operator or other person having control of an enclosed area or place of employment shall inform any person violating this Section or violating any employer's smoking policy adopted pursuant to this Section-of the appropriate provisions hereof. 1115,10' Penalties, Any person who violates any .of the the provisions of this Section may be .pUnished by: A. A fine, not exceeding $100, for-the first violation; · B. A fine, .not exceeding $200, for the second violation Occurring within a twelve month pedod; and C. A fine, not exceeding $500,' for the third and any additional violation occurring within the same.twelve month pedod. 1-115.11 Smoking prohibited by other applicable laws. This Section shall not be interpreted or construed to permit smoking where it is otherwise prohibited by other applicable laws or regulations. 1115.12 Severability. If any provision or clause of this SeCtion or the application..thereof to any person or circumstances is .held to be unconstitutional or to be otherwise invalid by .any court of competent jurisdiction, such invalidity shall-not affect the other provisions or clauses of this Section or application thereof which can be implemented without the invalid provision, clause or application, and to this end the provisions and clauses of this Section are declared to be severable. SECTION 2. This Ordinance shall be posted in aCcordance with the provisions of the Bakersfield Municipal Code and shall become effective thirty (30)days from and after the date of its passage. ,o0o S:',COIJNC! L Ords'.04.0$ On~Smokin~tAmd I 5.64.0.~5.do¢ Page 5 of 6 Pages B A K E R S F I E L D OFFICE OF THE CITY MANAGER MEMORANDUM August 18, 2004 TO: ALAN TANDY, CITY MANAGER FROM: TRUDY SLATER, ADMINISTRATIVE ANALYST III SUBJECT: CITY VOTING DELEGATE AND ALTERNATE TO LEAGUE OF CALIFORNIA CITIES ANNUAL CONFERENCE Each year the League of California Cities holds an .annual conference for which cities are asked to select a Voting Delegate and Alternate. Typically, the Voting Delegate and Alternate are elected leaders who are appointed by the City Council after recommendation by the Legislative and Litigation Committee This year the League Annual Conference is scheduled for September 17-19, 2004, in Long Beach, California. As resolutions setting League policy direction for the upcoming year are considered during the General Assembly at the Annual Business 'Meeting, it is especially important for the City to have a Delegate and/or Alternate present. The General Assembly Meeting at the Annual Business Meeting is scheduled the morning of Sunday, September 19. Recommendations from the Legislative and Litigation Committee will be placed on the City Council's September 8th agenda for approval and will be forwarded to the League for its records after Council determination. P:\L&L\M0408162-VotingDelegate B A K 'E R S F I E L D' OFFICE OF THE ~ClTY MANAGER MEMORANDUM August 20, 2004 TO: ALAN TANDY, CITY MANAGER FROM: TRUDY SLATER, ADMINISTRATIVE ANALYST tll SUBJECT: REVIEW OF LEAGUE'S ANNUAL .RESOLUTIONS The .two proposed resolutions which will be voted on at the League's Annual Conference were received by the City on August 18.. Traditionally, the proposed League resolutions are reviewed by -the Legislative and Litigation Committee with recommendation to Council. The Council then determines the City's positions and provides direction to the City's Voting Delegate to vote accordingly. As the City's representative, the Voting Delegate-has the authority to forward the Council's agenda as proposed resolutions change during the course of the Annual Conference, in keeping with the Council's historical .directive. The first resolution (Resolution Amending Bylaws of the League of California Cities) identifies proposed changes to the League's Bylaws. A staff review of the first resolution reveals nothing in the proposed changes that would be-negative to the City. Thus, staff recommends a position of support. The second resolution (Resolution Relating to Encouraging .Healthier Lifestyles for Children, Adults, and Seniors in-Cities Throughout California) encourages 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. Staff recommends a position of support. Staff recommendation: Resolution 1 Support Resolution 2 Support P:\L&L\LeagueResolutions\M0408201 -League Resolution Recommendations-Staff 1400 K ST~£T 602 East Huntington Dr., Ste. C Sxc~M£wro, CA 95814 Monrovia, CA 91016 -' OF CAll FOI~N IA PH:(916) 658-8200 vm(626) 305-1315 C I T I E S ~x: (916) 658-8240 vx: (626) 305-1345 ~r~.CACITIES.ORG August 13, 2004 Notice of :League Annual Meeting and Transmittal-of-Resolutions Packet. · 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 ~.'.~"' i. '-:' Meetinq 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.orq/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.orq/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 · 11. Guidelines for Annual Conference Resolutions Ill. 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 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 at the 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. on 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.orq/2004resolutions. Any questions concerning the resolutions procedure should be directed to.Linda Welch Hicks in the Sacramento League office at Ihicks~cacities.orq or (916) 658-8224. Ron Loveridge, President League of California Cities MaYOr, Riverside 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 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- concern. 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 policiesmaybe developed by policy 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 II1'. LOCATIONOF .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 <)ther 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 Resol'utions 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 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 ixm.) Chair: Alex Padilla,. Council President, Los Angeles Vice Chair: Mike Kasperzak, Council Member, Mountain View Parliamentarian: .Aden Gregorio, Mediator, San Francisco Virginia Bass-Jackson, Council .Member, Eureka Julia Miller, Council Member, Sunnyvale Ken .Blackwood, Mayor Pro Tem, Lomita Judy Mitchell, Mayor, Rolling Hills-Estates ' Lou Bone, Mayor Pro Tem,'Tustin Ken Montgomery, Dir. Public Works, Laguna Niguel Kelly.Chastain, Mayor Pro 'Fem, Colton Lynn Osborn, Planning Commissioner, Danville John Chlebnik, Council Member, Calimesa Abdel Salem, City Manager, Delano Marci ,Coglianese, Mayor, Rio Vista Donald Schatzel, Comm. Svcs. Director, VaCaviile Frank Crom, Council Member, Bishop Sophia Scherman, Mayor, Elk Grove Patty Davis, Council Member, Chula Vista Ken Slavens, Mayor, St. Helena Stephanie de la.Rosa, Council Member, Soledad Joann Tilton, City Clerk, Manteca lya Falcone, Mayor Pro Tern, Santa Barbara Russ Tingley, Fire Chief, Hermosa Beach Marc Fox, Director of Human Resources, Pittsburg Billy Wallen, Vice .Mayor, Turlock Joe Garc-ia, Mayor Pro Tern, Monrovia Mayda Winter, Council Member, Imperial Beach Sue Greenwald, Mayor Pro Tem, Davis. Roderick Wood, City Manager, Beverly Hills ' Marshall "Chip" Holloway, Mayor Pro Tem., Ridgecrest Amy Worth, 'Mayor Pro .'i'em, Orinda Phil Kohn, City Attorney, Laguna Beach Mike Yalow, Mayor, Odand Robert Locke, Finance & Admin: Svcs. Dir., Mt. View Armando Lopez, Mayor, Pariier Paul Lueilig, Jr., Mayor. Pro Tem, Barstow 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 A - Approv..e 2. General Resolutions Committee D - Disapprove 3. General Assembly N - No Action R - Refer to appropriate policy committee for study Action Footnotes .a - Amend * 'Subject matter.covered in another resolution Aa - Approve as amended ** Policy Committee will make final Aaa '- Approve with additional amendment(s) recommendation at'October 2nd meeting Ra- Amend and refer as amended to *** Existing.League policy appropriate policy committee for study **** Local authority presently exists 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 rProcedural .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 t 998 ~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 Mot 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 Committee, shalr 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 Number Key Word Index Reviewing .Body Action ' 1 - Policy Committee Recommendation to General Resolutions Committee 2 - General Resolutions Committee 3 - General. Assembly ADMINISTRATIVE SERVICES POLICY COMMITTEE 1 2 3 I1' 1. tI 'Resolution Amendingcalifornia Cities... Bylaws of'the League of '1 COMMUNITY SERVICES-POLICY COMMITTEE 1 2 3 2. Resolution Relating to Encouraging Healthier Lifestyles for Children, Adults, and Seniors in Cities Throughout California. 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 General Committee Assam bly Recommendation Action vii VI, 2004 ANNUAL CONFERENCE RESOLUTIONS- Resolution-Referred to Administrative Services .Policy Commiffee - 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; now, 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 viii Table of ContentS begins:. Page i.- Page v Bylaws for the League 'of California Cities For Consideration at the 200.4 Annual Conference Draft 7 rticle'l: General Section -'1: Corporation Name. This corporation is the League of California Cities (the League). Section 2: Offices. The principal office of th-is 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 !1: 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. ~ 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 strikee~. League of California Cities Bylaws ..(as proposed to be amended in 2004) Article II1: Membership .. Section 1: Qualification. (a) .Cities. Any city, or city and county, in Ca!ifornia may, by the payment of annual dues prescribed .in Article IV, become a Member City and as such 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: (al) The Member City resigns by giving written-notice to the League; (bi_i) The Member City does not pay dues, fees or aSSessments in the amounts and terms set by the .League Board; or (iiiG) An event occurs ~hat makeS the Member City ineligible for membership.3 (b) Procedures for Termination. The Leaque shall .qive 15 days notice of any suspension or termination of membership and the .reasons for such action,'alonq with the opportunity to respond orally or in writinq 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 e~ ,.-~, ,-.~ ,-,^.~ ~ -,,~ ~,~ ~ .... ~"~ *^~+~ .... ~ ..... '.c ~'~ ic~udcd !n b?..--:~)..~.n example of the latter (section 2(c)) would be disincorporation. 4 See Cal. Corp. Code § 7341(c) (requiring termination procedures to be induded in bylaws and soedfvina what constitutes a fair and reasonable orocedure). Page 2 .,de of California Cities jws (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 costs 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. .I (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 League 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 League Board and shall be called by the League Board upon the written request of fc,'t~,'five percent or more of the I I Page 3 League of California Cities Bylaws (as proposed to be amended in 2004) Article V.(Membership Meetings), continued Member Cities.5 Any written' request by Member Cities shall' describe the .qeneral 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. I (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 ail regular and special meetings by faxin.q 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 the an official .publication of the League; provided, however, that failure to receive such notice does not invalidate any proceedings at such meeting. (b) S~3ecial 'Notice-Requirements for Special Meetin.qs. Any notice of the callinq of a special meetinq shall specify the purpose of the special meetinq in such detail to enable Member Cities to determine whether they should attend. In the event a special meetincl 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: Resolutions IWl V I I ~ B~,~F r ~.~ I I I I.,~ 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, policycommittees, or the League Board or by being included in a petition signed by designated voting delegates of {en percent of the number of Member Cities.' ~ See (;{il, C~rp. Cod~ ,~ 7510 ('Special meetin(~s of members for any lawful DuroDose may be called bv 5 percent ormore of the members'~. o 'Regional divisions' are defined in Article IX of these bylaws. Page 4 a of California Cities- ~s (as proposed to be amended in 2004.) rticle 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 regiona~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 ? '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 pol!cY 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 jue of California Cities aws (as proposed to be amended in 2004) 4rticle 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. S,Pecial Meeting Resolution Procedures, · {a) Germane-ness. All resolutions must be qermane to the meetinq purpose specified in the special meetinq notice. (b) Opportunity for~Member Review. All resolutions to be .p~oposed durin.q the General Assembly shall be available for memberShip review .by electronic (for example, by posting .on the Leaque's website) or other means at least 24 hours prior to the be.qinnin.q of the special meeting. (c) ParlimentarianReview. The Parliamentarian shall review allproposed resolutions for form and substance. The Parliamentarian's report shall' be presented to the General Assembly. Section-67: Full Debate. The opportunity for full and free debate on each resolution brought before the-General Assembly shall occur prior to consideration of a 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~, 5;~- who each .serve a term of one year and ~rc '-~'-"~'-'~ .........~ ~c ~'*~c~e ~/~, °""*~ .... '~ (b) The Immediate past President et4he-L-ea~e-who serves for a.term of one year, immediately succeeding his or her term as .President; (c) Ten Directors-at-Large? (-1-[) Who serve fe~ sta(~(~ered two-year terms, and (3i_i) At least one of whom is a representative of a small city with a population of 10,000 or .less. ~ See Adicle VII, §§ 4(c) and 5 for information about officer elections. ~ See Article VII1 ,~§ 4(c) and 5 for information about Director-at-Lar,qe elections. See also Article VII, _~ 6(d~ (potent a y allowin~ the Board to elect additional at-large members -to the Board in the event that one of the eight largest cities are officers). Page ? League.of California Cities Bylaws (as proposed to :be amended in 2004) Article VII (Board of Directors), 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; (e) Members of the National LeagUe of Cities Board of Directors who hold an office in a Member City; and (f) Eight Directors'to-which may .be .designated 'by each of the eight largest cities in California_ to serve two-year terms. (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. (h) -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 League of California Cities. Bylaws (as proposed to be amended in 2004) Article Vll.(Board of Directors~, 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 theAnnual Conference. (c) At,Large'Directors. Directors-at-Large are elected by the League.B0ard 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 ~ourpose 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 rregular 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 a.,~t~.~de~Process (a) i..~t_/r'v_,,,r''---''-'v'~+~'''nT|minn'-'''''''-',' The League President, with the concurrence of the League Board, shall establish a nominating committee at the first Board meetinq of the calendar year in which the election is to occur ~t Ic~st 90 dcy$ ~n od';once of thc Lc3.~ue's ~.- (b) Composition. The nominating committee shall be comprised of R~e-eleven Board members. Two nominatinq committee members shall be At;Larqe Directors and one shall represent a functional department. Regional divisions shall be represented on the nominatinq committee on, ,~i,-h+ ,-,~ ,,,~,,-,~ ~ n3med ~""'"" ~-3;"'" ' '~;";"" ......from ~cch d!';ic!c.", cn 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 nominatinq committee. Page 9 League of California Cities Bylaws (as proposed to be amended in 2004) Article ~Vll' (Board of Directors), continued (ii) Odd-Numbere.~d Years: In odd-numbered years, the Channel Counties., Inland Empire, Desert:Mountain, East Bay, Los Angeles County, Peninsula, Riverside County, and South San Joaquin Reqional Divisions shall be represented on the nominatinq committee. (c) Nominatinq Committee Chair. The League President shall appoint the chair of the. nominating .committee. (d). Candidates for Positions Ineligible. Candidates for officer and at-larqe positions on the Lea.que .Board are not eliqible to serve On the nominating committee. In the event a m.qional division representative on the nominating committee wishes to be a candidate for an.officer Or at-lar.qe position, the League President will appOint a substitute nomi.natin-.q committee member. t~,~ (e) .Duties. The-duties of the.nominating committee ar.e to: (i) 'Member Outrea~Ch. So!!c!t :.qcmi.qat!c.qs Publicize the qualifications for the offices of Second Vice President/Treasurer and the at-large-members for o__f the League Board from to'__the League's MemberCities; '(ii) At-Large and Second Vice President Recommendation. Make recommendations 1:o .the.League Board on the following year's League officers~° 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' PresMent/Treasurer becomes .First Vice President. t,.a J.O_Notice to Members. T~.., ~,~,,,,+;,,, ,.,~ ~,,-,,.,,~,,~+; ...... ~- ..... ~ .... ~,,~, '~,~ ,., ,~,l;,.;-.,.,~ ;,. ~ ......... ~.,,.o,;..~,~ 3"d ....... ;"~+; .... ~'""'" with Aan explanation of the nomination process and relevant deadlines for submitting nominations to the nominating commillee shal -be publicized in Leaque publications and communications throu,qhout the year, along-with the identity of-nominatinq committee members once such members are appointed. In addition, nominating committee shall inform the membership of the opening of the nominations for the .foltowin,q year when it makes its report to the general-membership as provided .in Article VII; Section 5(,q) below. t~ :(_q) Decision and·-Report. The nominating committee's ~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 bccrd mccti,",G ct +,ho Annual Conference. In addition, the nominating committee shall make its report to the membership at the opening general session of the Annual Conference.-" (h) Election. The election of Leaque Board officers and Directors-at-Large shall occur at a League Board .meetinq at the Annual-Conference as provided in Article VII, section 4(c) and article VIII, section 3: See Bylaws Article VIII for provisions ~lating to League officers. See Bylaws Article VIII, section 3 (fo~ election of League officers) and Article VII, section 2(c)(2) (for election of at-large board members). Page 10 League of California Cities Bylaws (as proposed to be amended-in 2004) ArtiCle VII (Board of,Directors~, continued Section 6: Vacancies.~ ' (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 .occucs in an at-large directorship, the League Board may.elect a new Director to fill the vacancyat-the next r:egular board meeting. The League president may nominate individuals for consideration by the League Board. (d) Lame City .Directorships. In the event of a vacancy in a larqe-cityseat, that.lar.qe city may desi.qnate a new representative. /~,_, (e) Terms. 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'. (ed_) '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. Note that Lea.que Board officer vacancies are filled as provided in Article VIII, section 4. I 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 Vice- President/Treasurer, 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.~3 (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. 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 Wo~s. Page 12 League of California Cities Bylaws (as proposed to be amended in 2004) Article VII (Board of Directors), 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. Section 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 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. ~'~ See Cal. Corp. Code § 7231 (providing that a director who performs the director's duties according to these standards is not liable for 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 (Boa'rd of Directors~, 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.~s Section '! 5: 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-President/Treasurer, 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 ma!/be prescribed by these bylaws or the League Board. (c) Second Vice-President/Treasurer. The Second Vice-President/Treasurer carries on the duties of the President in the .President's and First Vice'President's temporary absence or incapacity. The Second Vice-President/Treasurer 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.~6 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-President/Treasurer, 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. See Cal. Corp. Code § 8333 (characterizing this right as 'absolute').. See Cal. Carp. Code § 7151(c)(5) (suggesting bylaws address this Issue). Page 14 League of.California Cities Bylaws (as proposed to be amended in 2004) Article VIII (Officers), continued Section 5: Executive Director and League-Employees. · (a) Employment. '[he 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. ~? 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. Presently these functions are peflomned for the League by staff under lhe direct supervision of the Executive Director and ultimate supervision of the League Board. Page 15 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 informulating 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 .pro. posed 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. (a) Identity. Each regional division-elects a President, a Vice-.President, and a representative on the League Board of Directors and a Secrctc~/, 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. (ii) Other-Officers' Terms and Commencement Dates. Except as provided below, t.:l:he term of office of'all ethe~-newly elected officers is one year, commencin.q immediately upon election unless another date is provided .by the re.qional division's bylaWs.1~ A majority of the members may amend any regional division bylaws to provide for two-year terms for regional division officers. fl..,~ I ,~-.~,-,, ,,~ I~,-,.-~,-,-1 .-~11 ,-~t,,Iw ~l,~,,.-f,~,..I ,.-,f-~i,--,~rc-' ~r,-~, ~,~n,-,~ ;,-,~,-~,~,.,H.~f~lw,,n~h,On 29 (ii} Directors' Terms and Commencement Dates. The term of office and commencement date for reqional division 'representatives on the Leaque Board are established in Article VII1 section 2(d) (term lenqth) and 4(d) (term commencement). 'aSee Article XI for additional information about voting. ~e Note fl3at this tom3 commencement is different than that for lhe League board (whose ten~ns commence upon adjournment of the A~nual Conference} and than lhat for department officers (also upon adjournment of the' Annual Conference). ~ Nctc thc'. ~?.. tc..'m.. ~mmen~mcn'. !: dF'crcnt '~cn '~ct fcr '~c Lcc~'~c b"..c.'d (,;..'h.c~ tc..'m..: ccmmen-~ ~:pc.'t. :djc~m.m. cn! cf '..~ .~.-..'t.:~:~ Ccnfcrc~) :nd I '.~n ?~t for dc~.c.'tmcnt ~ac.~.'= (c!c.c ~,.~..". ~'~jc'--'mmcnt cf thc ,~n'~=! C.c.~fcron6e)= I Page 17 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,2~ 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 -he, adquarters, 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 theevent 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. =s Article XJI, section 2, defines a vacancy. Page18 League of California Cities Bylaws (as proposed t© be amended.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 First Vice-President, c Soccnd w;,-,, o.....;,~,~,.,/e.,,..,.,...,, 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, commencinq immediately upon ~h~ adiournment of the Annual Conference, The exception is the functional department' representatives of theLeaque Board, whose term is two years -r~.,~,.. ,.,.,.,,,,.,,,,, ,...,.,,~,,.., ,~,,, ~,.,r,.., .................................... y ........ yo3r ....................... (d) Vacancies,~2 A vacancy in .the office of President is filled for the unexpired term by the succession of the First Vice-President. A vacancy in the office of the First Vice-President-or ~ ....,~ w~,-., Dr,..-~,~-,.,.~ .... *-~-,, nnv 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. I = Article YJI, section 2, defines a vacancy. Page 19 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) Fir-st-Vice-President. The F!rst 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 department bylaws. pc 'rcscr!bcd ~"' (iii¥) Director. Thedepartment .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 wdting 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 $: 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 not have bylaws or the department's bylaws are silent. = Note that Article YJ, sec~on 4 allows departments to adopt a different voting allocation in their bylaws. 34 See Article Xl for additional information about voting, Page 20 League of California Cities Bylaws (as prOposed, to be amended .in 2004) Article Xl:. 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.25 (b) General Assembly. The presence, at the General Assembly, of credentialed voting delegates (or alternates) from representinq a majority of Member.Cities. constitutes a quorum a*. '*~'"., ,~ ~..,. ~.~' ...... ,o~ r-_~,~, .... ,~, ,.,~ Asscmbl¥ . ~ (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 28 collectively cast one vote. 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 Ionq as items approved receive a maiority 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 meetin.q may continue to transact business after a quorum is lost as Ion,q as items approved receive a maiority of the quorum, unless a hi.qher approval threshold exists for approval of a certain type of action--for example, bylaws approval). z7 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 this is the designated voting delegate. Page 21 League of California Cities Bylaws (as proposed to .be amended in 2004) Article XI (Voting~,- continued · Section 5:-Mail Balloting, In addition to voting at League meetings, the League may solicit member input by mail ballot. (a) Mailing.29 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, whioh shall canvass the .vote and announce the results.. .(d)Functional :Departments and RegiOnalDivisions. Departments.and divisions may also use mail-balloting under procedures specified in their respective department and division bylaws. Article XII: Qualifications to Hold Office andVacancieS · 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 ina 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 service.3° ' (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. a 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. 3o 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 fillinq a vacancy serves the unexpired term. of his or her predeoessor. Article Xlll: Finances Section 1,: Fiscal Year. The fiscal year of the 'League is the calendar year. Se~:tion 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.detailedbudget 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 revenuers 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: Special 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 See also section 4-in Article XV. relating to disposition of League property upon dissolution. Page 23 League of California-Cities. . Bylaws (as proposed to be .amended in 2004) ' Article XlV: 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 incur:red in performance of their duties as an officer or director, so long as such individual would be entitled to be-reim'bursed 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 organi:;,ation in-which one of the League directors also serves on the organization's board. (bc_) 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 reason.al:de 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 transactior~ and the.director's .interest in the transaction, without counting the vote :of the interested director or directors. 32 Section 7235 of the Corporations Code provides: (a) Unless prohibited 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 ~; 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 majodty of the directors then in office, withoutcounting the vote of the director who is to receive the loan or the benefit of the guaranty. (b) Notwithstandir~g subdivision (~,), 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 subdivision.~; (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. 32 See generally Cal. Cor~. Code § 7233 (establishing these requirements). Note that interested or common directors may be counted in determining the existence of a quonJm 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 requirements in the preceding paragraph, provided that, at.its next meeting, the full Boa'rd determines in good faith that,the League Board committee's approval of-the transaction was consistent with such requirements and that it was nbt 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 :Author. ized.· To the extent allowed by California Nonprofit Corporation Law,3s the League may indemnify and advance expenses to its ~agents in connection with any proceeding, and 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 a written -request to the League :Board in each case. (i) 'Success on the Merits. To the extent that the individL~al has been successful on the medts, 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 s~).ecific case, the agent has met the applicable standard of conduct under.California law,'~ and, if so, will author, ize indemnification to the extent permitted. See Cal. Corp. Code § 7233 (specifi/ing under what circumstances a seE-dealing transaction is void or voidable). The scope of indemnity for mutual benefit corporations is governed by Corporations Code section 7237, which is excerpted in the footnotes below. Section 7237(a) provides in pertinent part For the purposes of this section, "agent" means any parson who is or was a director, officer, employee or other agent of the corporation, or is or was se~ng 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 entarpfise, or was a director, officer, employee or agent ora foraign or domestic.coq3oration 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). Section 7237(d) provides To the extent that an agent of a corporation has been successful on the medts in defense of any proceeding refen'ed to in subdMsion (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). These standards are largely contained in section 7237(b) or section 7237(c), which provide: (b) A coq~oration shall have power to indemnify any parson ... if such person acted in good faith and in a manner such parson reasonably believed to be in the pest interests of the corporation and, in the case of a oriminal proceeding, had no reasonable ceusa 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,3? 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,, the 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: Insurance.-4° 'Fhe 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.4~ 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 parliamentary 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. (c) A corporation shall have power to indemn~ 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 reasonsbie inquiry, as an ordinarily prudent person in a like position would use under similar circumstances... See Cal. Corp. Code § 7237(b) and (c) (with exceptions). ~ Section 7237(a) provides in pertinent part: ·..'expenses' includes without limitation attorneys' 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) (~uthbdzJng inSurance). 4~ This section reinforces the League's status as a mutual benefit corporation and protects titles' interests in their inveStment in the League's headquarters · building, See a/so Cal. Corp. Code § 8717 (assets upon dissolution must be distributed according to by',aws}. 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 maybe 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 apply. Section 8; L-itiqation Authority. Member Cities authorize the Leaque to initiate or respond to litigation on their collective behalf when -the Leaque 'Board determines such litiqation is necessary to protect MemberCities' shared vital interests. Art. icle 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. Section4: ' Board Review. Any amendment proposed by petition'shall ,be submitted to the League Board in w~ting 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 ArticleV, 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. Page27 League of California Cities Bylaws(as proposed to be amended in 2004) A'rticle 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 ofGrassrootsNetwork- 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 financethe League's Grassroots Network for the second half of 2001 and for 2002. The increase shall be used exclusively to finance the Gtassroots 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:~Leq.~hCorporate Docs~B~4aws~O04 B~4aws U~date'~Draff7.do~; Page 28 Bylaws for the League of California Cities Table of Contents Article h General ........ , ................................................................................ : .......................... : ............................. '1 Section 1: Corporation Name .............................................................. -* ............................................. 1 Section 2: Offices ............................................................................................................................... 1 Section 3: Compliance with Governing Laws ..................................................................................... 1 / Article th Purpose and Objectives .................................. ' ................................................................................... 1 Section 1: General ......................................................... : ......................................... ~ ......................... 1 Section 2: Objectives .......................................................................................................................... 1 / Article".llh 'Membership 2 Section 1' Qualifica ion ...................................................................................................................... 2 (a) Cities .............. i .......................................................................................................... 2 (b) Elected and Appointed Offic als ................................................................................ 2 Section 2: ,T, ermination ...................................................................................................................... 2 Section 3: Honorary Members ........................................................................................................... 2 Section 4: Non-Liability ................. ............................... i ..................................................................... 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 I' (c) Dues Cap ................................................................................................................... 3 Section 3: Delinquency ...................................................................................................................... 3 'ArticleV: 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 I (c) Registration .for Annual Conference ..................................... ; ...................... ; ............. 4 Section 4: Notice of Meetings ............................................................................................................. 4 Section 5: Parliamentarian ............................... ~ ................................................................................. 4 Section 6: Credentials ........................................................................................................................ 4 Article Vh 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 i League of California Cities Bylaws (as proposed to .be amended in 2004) (d) Minimum 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~Meetin.q Resolutions Procedure 7 I Section 6Z: Full Debate ............................................... I Article VII: Board of Direotors ............................................................................................................................ 7 Section 1: Role and' Powers ........................ - ...................................................................................... 7 Section 2: Composition ................... : ......................................................................... ; ....................... 7 Section 3: Staggered Terms ............................................................................................................. 8 (a) Even-Numbered Year Terms ........................................................ ,. ........................... 8 · (b) Odd-'Nul~bered Year Terms ...................................................................................... 8 Section 4: .Election of,Directors ......................................................................................................... 9 (a) Functional Department Directors .............................................................................. 9 (b) Regional Division Directors :.~ ......... ~ ..... ' ............... . ..................................................... 9 (c) At-Large Directors ................................................................................................... (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 10 (e) Duties ........................................................................... · ........................................... (g) Decision and Report ................................................................................................ 10 (h) Election .................................................................................................................... 10 Section 6: Vacancies ........................................... ............................................. : ............................ 110 (a) Functional Departmental Directorships.. .................................................................. 11 (b) Regional .Division Directorships ........................ - ...................................................... 11 (c) At-Large Directorships ............................................................................................. 1 (d) Large City.Directorships .......................................................................................... 11 (e) Terms .............................................. : ..................... ~ ................................................. 11 Section 7: 'Resignation ..................................................................... ,, ............................................. 11 Section 8: Meetings arid Meeting Notice ......................................................................................... 11 (a) Regularly Scheduled Board Meetings ........................................ '. ............................ 11 (b) ~mergency. 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 Page League of Califer, nia Cities Bylaws (as proposed to be amended in 2004) Section 12: Reports 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 .i ...... -.: ....... , ............................................................................................... 14 (b) First Vice-President ................................................................................................. 14 (c),Second Vice-President/Treasurer ........................................................................... 14 · Section 3i 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 ................................................................................ : ................... i ........................ 16 (a) Existing Regional Divisions ..................................................................................... (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: Departmen[ 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 ................ -. ....................................................... : .... ; .................................. 21 (b) General Assembly ................................................................................................... 2i (c) Failure to Achieve Quorum ......................... '. ............................................................ Section 2: Voting Methods ................... .'... ....................................................................................... 21 (a) General Assembly ............................................................................................ ; ...... 2t (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 Held 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 XlII: 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 XlV: -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 ............................................................................... i .................................................. 25' Section 1: Indemnification ............................................................................................................... 25 (a) Indemnity Authorized ............................................................................................... 25 (b) Approval of Indemnity .............................................................................................. 25 (c) Advancing Expenses ............................................................................................... 26 Page iv 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 .............................................................................................. :'"'. ............................. z/ Section 7: Governing Law ...................................... 27 Section 8. Litigation Authority .......................................................................................................... 27 27 Article XVI: Amendments ............................................................................... ~ .......................... : ...................... 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 27 (a) Notice .................................................................................................... ~ ................. (b) Consideration by General Assembly ' 27 Section 6: Effective Date ................................................................................................................. 27 Section 7: Protest and Suspension until Next Conference ............................................................. 28 Article XVlI: 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) Anhual Goal-Setting and Performance Assessment ............................................... 28 (b) Board Discontinuance ............................................................................................. 28 (c) Membership Vote On Program Continuation ................................................... 28 G:%egal~Corporate Docs~BYlaws~004 Bylaws Update~Draft7.DOC Page v BACKGROUND INFORMATION ON RESOLUTION NO. 1 'SOURCE: LEAGUE BOARD OF DIRECTORS TITLE: .RESOLUTION AMENDING BYLAWS OF THE LEAGUE OF CALIYOR/xrIA CITIES. Background This is a set of proposed 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 of Mount Shasta (committee chair) · Mike Sega!a, 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. Alter 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 of the 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, 8§ 4 and 5(b) (board recommendations must accompany materials presented to membership- on the bylaws). Changes Proposed Membership Termination. Article RI, 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 terminated. . 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: [] Meeting.Called by Membership. Any request for a special 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. [] Notice to Members. 'l~he notice must describe nature of meeting and, if the meeting is requested by cities, text of proposed resolution(s). See Proposed Amendments, art. v, § 4(b). [] Germane-ness. All resolutions must be germane to the-meeting purpose specified in the special meeting notice. See Proposed Amendments, art. VI, § 6(a). [] 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). [] 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 aMargedirectors. The proposed amendments also specify that the nominating committee shall be comPrised of League Board members. See Proposed Amendments, art. VD, § 5(b)("The nominating committee hall be comprised of~me-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(f) 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~bec0ming an officer or a member of the League Board by virtue of serving on the National League of Cities Board of Directors. 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 tX, 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 language irt article XI, section 1Co) 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 behalf when the League Board determines such litigation is necessary to protect cities' shared vital interests. xi 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 realityof 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 as heart disease, Type 2 diabetes, asthma, and Iow 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 play a 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 Run/Walk dudng the League of California .Cities Annual Conference on September 19, 2004; now, therefore, be it xii RESOLVED, 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. Xlll 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