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HomeMy WebLinkAboutResolution 1964 - 0003RULES OF PROCEDURE FOR !~ETINGS RESOLUTION NO.64-3 A JOINT RESOLUTION OF THE BOARDS OF DIRECTORS OF COUNTY SANITATION DISTRICTS NOS.1,2,3,5,6,7 AND 11 OF ORANGE COUNTY,CALIFORNIA,FIXING AND ESTABLISNING RULES OF PROCEDURE FOR THE CONDUCT OF BUSINESS OP THE DISTRICTS,AND REPEALING ALL RESOLUTIONS PREVIOUSLY ADOPTED WITH REGARD TO SAID PROCEEDINGS WHEREAS,it is necessary to establish rules of procedure to facilitate the orderly handling of business to come before the Joint Administrative Organization of County Sanitation Districts Nos.1,2, 3,5,6,7 and 11 of Orange County,California,and WHEREAS,these Boards from time to time,commencing in 1949, have established rules of procedure arid from time to time have amended said rules so that different aspects of said procedures are to be found in a number of resolutions arid motions,and WHEREAS,it is desirable and appropriate to consolidate, simplify and clarify the existing rules of procedure into one docu ment readily accessible to the Directors,staff and general public, NOW,THEREFORE,BE IT RESOLVED: Section A That any procedures set forth in the Joint Owner ship,Operation and Construction Agreement dated October 8,1958,as amended,in conflict with the procedures set forth herein,take precedence. Section B That the following rules of procedure be adopted for the conduct of business of the Joint Administrative Organization and of each County Sanitation District of Orange County,party thereto: 1.REGULAR MEETINGS -There shall be a regular monthly meeting of the Boards of Directors of the County Sanitation Districts of Orange County,parties to the Joint Ownership, Operation and Construction Agreement dated October 8,1958,as amended,on the second Wednesday of every month at 8:00 p.m., in the Joint Administrative offices of the Districts at iO841~ Ellis Avenue,Fountain Valley,California,provided however,If the second Wednesday of the month falls upon a legal holiday, said monthly meeting shall be held on the next day thereafter, at the same time and place. The Secretary shall mail to each Director a notice of such regular meetings,together with a proposed agenda,not later than the Friday immediately preceding such regular meetings.Said agenda,insofar as possible,shall include copies of resolutions and motions to be considered,together with any pertinent supporting documents. The Board of Directors may adjourn any regular, special or adjourned special meeting to a time and place speci fied In the order of adjournment. 2.Z~EETIN~S AWOtJRNED BY SECRETARY -If all Directors are absent from any regular or adjourned regular meeting the Secretary of the District may declare the meeting adjourned to a stated time and place and he shall cause written notice of the adjournment to be given in the same manner as I or a special meeting unless such notice is waived as provided for special meetings.A copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the regular,adjourned regular,special,or adjourned special meeting was held within twenty-four (2~4)hours after the time of the adjournment. 3.SPECIAL !“IEETINGS —A special meeting of the Board of Directors of any County Sanitation District may be called in any one of the following ways: (a)By the Chairman of the Board of Directors of said District (b)By the written request of the majority of the Directors of the District delivered to the Secretary of the District 2 A special meeting of the Directors of the Joint Administrative Organization may be called by the Chairman of the Joint Administrative Organization or by a majority of the Executive Committee. The call for special meeting shall be in writing and delivered personally or by mail at least 24 hours before the time of such meeting as specified in the notice.Any notice deposited in the regular mail addressed to a Director at the address he has on file with the Secretary of the District, postage prepaid,sixty (60)hours in advance of any such meeting as specified in the notice shall be presumed to have been delivered. The call or notice shall specify the time and place of the special meeting and the business to be transacted. Such written notice may be dispensed with as to any Director or alternate Director who,at or prior to the time the meeting convenes,files with the Secretary of the District,a written waiver of notice.Such waiver may be given by telegram. Such written notice may also be dispensed with as to any member who is actually present at the meeting at the time it convenes. The Secretary of the District shall diligently attempt to notify each Director personally of the time,place arid purpose of said meeting not less than twenty-four (24)hours before the time of said meeting. 4.NOTICES TO NEWS MEDIA —When any local newspaper of general circulation,radio or television station requests,in writing,notices of meetings of the Board of Directors of any District or of the Joint Administrative Organization,the Secretary shall thereafter,until receipt of a notice terminating said request,deliver notices of special and adjourned regular meetings to such newspaper,radio or television stations. Delivery shall be made in the same mariner as delivery is made to the Directors. 3 5.RULES OF ORDER -The business to come before each individual District,and before the Districts as part of the business of the Joint Administrative Organization shall be carried on and conducted in accordance with the provisions of the 75th Anniversary Edition of “Robertts Rules of Order Revised”,a copy of which is on file in the office of the Secretary of the Joint Administrative Organization,except where the special provisions hereinafter set forth conflict therewith. 6.QUORUM —A majority of the Directors in five of the seven County Sanitation Districts of’Orange County constituting the members of the Joint Administrative Organization shall constitute a quorum of the Joint Administrative Organization. 7.CHAIR~N OF THE DISTRICT -A Chairman shall be elected by majority vote as the first order of business by the members of’each District Boardot Directors atthe first meeting in May of each year,and said Chairman shall serve at the pleasure of the majority of said members. 8.CHAIRMAN AND VICE CHAIRMAN OF THE JOINT ADMINISTRATIVE ORGANIZATION -A Chairman and a Vice Chairman of the Joint Administrative Organization shall be elected by a majority vote of the Districts at the first meeting in May of each year.The Chairman and the Vice Chairman shall serve at the pleasure of the majority of the Districts. 9.PRESIDING OFFICER -The Chairman of the Joint Adinini strative Organization shall preside during meetings of the Directors of the Joint Administrative Organization and in addition,when the Directors of a District are sitting with the Directors of the other County Sanitation Districts of Orange County,any business to come before the District will be acted upon under the Chairmanship of the Chairman of the Joint Administrative Organization unless any Director requests that LI said business be acted upon under the Chairmanship of the Chairman of the Board of Directors of that District.In the absence of the Chairman of the Joint Administrative Organization, the Vice Chairman of the Joint Administrative Organization shall preside. 10.SECRETARY AND MINUTES -As provided in the said Joint Ownership,Operation and Construction Agreement,the District Boards of Directors shall appoint a person to serve as Secretary at the pleasure of the Boards,said person to be also the Secretary of each of the other Districts,parties to said Agreement,and of the Joint Administrative Organization.The Secretary shall attend all meetings of the Boards of Directors, w-iless excused by the Chairman,and shall prepare an accurate record of each meeting for submission to the Directors and sub sequent approval at the following meeting;provided however, that when an adjourned meeting of the Board of Directors immediately precedes a regular meeting,minutes of said adjourned meeting shall be submitted for approval at the next meeting of the Board following said regular meeting. In the preparation of Official Minutes of a meeting of the Board of Directors,the Secretary will not record the name of the Director who moves or who seconds the adoption of a motion or resolution. In the absence of the Secretary,a Secretary pro tern shall be appointed to exercise the duties of the Secretary. 11.BUSINESS TO COME BEFORE THE DIRECTORS OF THE JOINT ADMINISTRATIVE ORGANIZATION —Insofar as practicable,all items of business except for payment of claims,to be taken up at a meeting of the Joint Administrative Organization shall be sub mitted to the Secretary not later than noon of the Thursday preceding the regular meeting.The Secretary shall include on the agenda as provided hereinabove all items submitted by 5 Directors,the General Manager and General Counsel and all formal communications. At the discretion of the General Manager,urgent items of business not Iciown at the time the regular agenda is mailed as herein provided,may be included in a supplemental agenda to be made available at the time of the meeting. No business,except with consent of a majority of the Districts present,not appearing on the regular or supplemental agendas may be brought before the Directors of the Joint Administrative Organization. 12.HANDLING OF BUSINESS AND VOTING —During the course of a Board meeting routine matters listed on the agenda for consideration will be referred to by Agenda Item Number only. Voting on all resolutions shall be by roll call. When a roll call vote is required on joint business - of the Districts,and except as provided hereinafter,the name of each Director shall be called on].y once and ~s vote regarded the same for each District he represents,unless a Director expresses his desire to vote differently for any District he represents,or unless a member of the Board of Directors asks that each District be individually polled. Notwithstanding the foregoing,when voting on reso— lutions or motions of a routine nature In:the absence of an objection thereto by any Director,the Chairman may order a unanimous ballot cast in favor of the motion or resolution under consideration. On matters of considerable interest or on which there appears to be a controversy,the motion or resolution Shall be read by title or repeated by the Chairman of the Joint AdmirLt strative Organization.The Chairman shall thereafter call for discussion on the motion or resolution at which time any member may discuss the matter pending.Miy person other than a Director 6 present at the meeting may speak on the motion if the Chairman recognizes him or her.Sole discretion as to the extent of discussion outside of the membership of the Joint Administrative Organization shall rest with the Chairman.At the close of discussion the Chairman may,in his discretion,repeat the motion or resolution pending,and thereafter call for vote. The Secretary shall determine and state whether or not a motion or resolution is carried by roll call vote.On all other matters the Chairman shall determine the outcome of the voting. 13.PAYIVIENT OF CLAIMS -The Secretary shall cause to be prepared for each regular meeting a list of all valid outstanding claims and invoices against the Joint Administrative Organization and each District;said list to set forth the warrant number, payee and amount of each such claim.The payment of claims shall not be made by the County Auditor unless approved by roll call vote of a majority of the Districtst Boards of Directors.Such roll call shall not be waived as provided for routine matters hereinabove and said vote shall not be taken until there has been received and filed a certification by the General Manager that he has checked all bills appearing on the agenda,found them to be in order and that he recommends authorization for payment. All claims for damages or other claims deemed by the General Manager to be of questionable validity shall be taken up and acted upon separately and apart from claims for authorized purchases,services and formal contract payments. 1k.~CECUTIVE COMMITTEE -There shall be a permanent Committee designated as the Executive Committee which shall consist of the Chairman of the Board of Directors of each District,parties to the Joint Ownership,Operation and Con struction Agreement dated October 8,1958.The General Manager 7 of Joint Administrative Organization may attend meetings of said Committee in an advisory capacity. The Chairman of the Joint Administrative Organization shall be the Chairman of the Executive Committee. The Committee may fix a regular meeting time and place or may meet at the call of the Chairman. The Committee may consider any matters related to the joint ownership,operation and construction of all the Districts and make recommendations thereon to the Joint Boards of Directors of the Districts. Msmbers of the Committee shall be entitled to mileage for attendance at committee meetings.or for other Districts’ business. 15.MOTION TO REFER TO F~LECUTIVE COMMITTEE -Any Director at a Joint Administrative meeting may move to have any matter of policy,or other activity affecting the members of the Joint Administrative Organization,or any one of the member Districts, referred to the Executive Committee for study and report.This motion shall be a privileged motion and when duly seconded, discussion thereof shall be limited to Directors only,and for a period of not to exceed two minutes per person.It shall be passed by an affirmative vote of a majority of the Districts. 16.SPECIAL COMMITTEES -Except for the Executive Committee,there shall be no permanent committees of the Directors of the Joint Administrative Organization.The Chairman of the Joint Administrative Organization may,upon his own motion or upon motion of a majority of the Districts affected, appoint from time to time special or ad hoc committees to study and report on special matters affecting more than one District. The individual District chairman may appoint similar committees on matters affecting only one District;provided that where such committees are to be authorized to act in the name of the Board 8 of Directors,such authorization shall be given only by a majority vote of the Directors after the committee is appointed. 17.ARBITRATION -As set forth in the Joint Ownership, Operation and Construction agreement dated October 8,1958,and as amended,any action relating to the Joint Administrative Organization taken by any District and not concurred in by all of the other Districts shall be immediately referred to a Board of Arbitration composed of one Director from each District selected by each District,and the findings of a majority of said Board of Arbitration shall be binding on all Boards of Directors and they shall immediately take action conforming to the findings of the Board of Arbitration.Provided,however, that when said Board of Arbitration has been unable to obtain a majority vote on any issue presented to it,then said arbi trators voting in favor of making a finding on such issue shall designate a disinterested person to act as an arbitrator,and the arbitrators voting against making such a finding shall designate a disinterested person to act as an arbitrator,and the persons so designated shall designate a disinterested person to act as the third arbitrator,and the three persons so selected shall constitute a Board of Arbitration to act in place of and have the powers of the Board of Arbitration composed of members of the respective Boards of Directors,and the findings approved by a vote of majority of the Board of three arbitrators shall be binding and conclusive upon all Districts. Section C That all other resolutions previously adopted by these Boards with regard to meeting procedures are hereby repealed; and that all resolutions or motions or portions thereof in conflict herewith are hereby rescinded and made of no further effect. Section D This resolution shall become effective on February 1st,196k. .9 ii. STATE OF CALIFORNIA) )33. COUNTY OF ORANGE ) I,FRED A.HARPER,Secretary of the Boards of Directors of County Sanitation Districts Nos.1,2,3,5,6,7 and 11 (of Orange County)California),do hereby certify that the above and foregoing Resolution Nos~4~J;,_was regularly passed and adopted at a regular meeting of said Boards on the _~b_day of ____________ l9S*~,,by the following vote,to wit: AYES:Djflcton tcn~tqeU~~qfl,CAttøP5~Voek~Sautte~,~tt*r~ Dope~!*SMn~~urnns ~Je*dZZ~~kifl1 i~4cck,1(aito LanbsrtD ~ifles~?&lik*1 Bc~e~3tewafl~~fl*4dnd~, Wnka*n~Wright tsd ThtUt~~s NOES: ABSENT:14*n%4WZ ?OUS~a ~n8 SMiU~ IN WITNESS WHEREOF,I have hereunto set my hand this ______ day of J~SI~*n , 1964. Fr&A.Harper,Sicretary o Boards of Directors of County Sanitation.Districts Nos.1,2)3,LI, 5,6,7 and 11 (of Orange County, California)