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HomeMy WebLinkAboutOCSD 98-02 (REPEALED)I\· RESOLUTION NO. OCSD 98-2 ESTABLISHING RULES OF PROCEDURE FOR THE CONDUCT OF BUSINESS OF THE DISTRICT A RESOLUTION OF THE BOARD OF DIRECTORS OF ORANGE COUNTY SANITATION DISTRICT FIXING AND ESTABLISHING RULES OF PROCEDURE FOR THE CONDUCT OF.BUSINESS OF THE DISTRICT WHEREAS it is necessary to establish rules of procedure to facilitate the orderly handling of business to come before the Orange County Sanitation District Board of Directors and Standing, Steering, Special and Ad Hoc Committees. NOW THEREFORE, the Board of Directors of the Orange County Sanitation District ("District"), DOES HEREBY RESOLVE, DETERMINE AND ORDER: Section 1: That the following rules of procedure be adopted for the conduct of business of the District: A. REGULAR MEETINGS. There shall be a regular monthly meeting of the Board of Directors of the District on the fourth Wednesday of every month at 6:30 p.m., in the Administrative Offices of the District, located at 10844 Ellis Avenue, Fountain Valley, California; provided, however, if the fourth 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, unless the Board adjourns to a different date and time certain. The Board of Directors may adjourn any regular, special or adjourned special meeting to a time and place certain, as specified in the order of adjournment. B. SPECIAL MEETINGS. A special meeting of the Board of Directors may be called in either one of the following ways: 2090-300 6304S_l (1) (2) By the Chairperson of the Board of Directors; or By the written request of a majority of the Steering Committee delivered to the Board Secretary. 1 REPEALED BY OCSD 01-23 The call or notice for special meeting shall be in writing and delivered personally or by mail at least twenty-four (24) hours before the time of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 or she has on file with the Board Secretary 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, a description of the business to be transacted, and copies of all pertinent written materials. 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 Board Secretary 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 Board Secretary shall diligently attempt to notify each Director personally of the time, place and purpose of said meeting, not less than twenty-four (24) hours before the time of said meeting. The call or notice shall be posted in the administrative offices' public lobby at least twenty-four (24) hours prior to the special meeting. C. MEETINGS ADJOURNED BY BOARD SECRETARY. If at any regular, adjourned regular, special, or adjourned special meeting, there is not a quorum of Directors present, the Board Secretary may declare the meeting adjourned to a stated time and place and shall cause written notice of the adjournment to be given in the same manner as for a special meeting, unless such notice is waived as provided for in special meetings. Within twenty-four (24) hours after the time of the adjournment, a copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the meeting was held. D. · 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, the Board Secretary shall thereafter, until receipt of a notice terminating said request, deliver notices of regular, regular adjourned, and special adjourned meetings to such newspapers, radio or television stations. Delivery shall be made in the same manner as delivery is made to the Directors. E. RULES OF ORDER. The business to come before the District shall be carried on and conducted in accordance with the provisions of the latest Edition of "Robert's Rules of Order Revised", a copy of which is on file in the Office of the Board Secretary , except where the special provisions hereinafter set forth conflict therewith. 2090-300 63045_1 2 F. QUORUM. A majority of the Directors shall constitute a quorum of the Board. G. CHAIRPERSON AND VICE CHAIRPERSON OF THE BOARD. A Chairperson and Vice Chairperson of the Board shall be elected by a majority vote of Directors at the regular meeting in June of each year, and will assume office July 1st. The nominations for Chairperson shall be made at the regular Board meeting in May of each year, and the nominees may prepare a statement setting forth their qualifications for the office of Chairperson. The · statements shall be mailed to members of the Board of Directors with the agenda and other meeting material for the June regular meeting. The nominations and election for Vice Chairperson shall be made at the regular Board meeting in June of each year and shall be made immediately following the election of the Chairperson. The elected Vice Chairperson will assume office July 1st. The Chairperson and Vice Chairperson shall serve at the pleasure of a majority of the Directors. In the event the office of Chairperson becomes vacant due to · resignation or retirement of the incumbent prior to the expiration of the regular term, the Vice Chairperson shall automatically succeed to the office of the Chairperson and shall continue to serve through the remainder of the regular term unless sooner removed by action of a majority of the Directors. In the event the office of Vice Chairperson becomes vacant prior to the expiration of the regular term, nominations and the election of a Director to serve in that capacity shall be conducted at the next regular Board meeting. The person so elected shall serve the balance of the regularly-scheduled term unless sooner removed as a result of action by a majority of the Directors. Subject to the provisions about serving at the pleasure of a majority of the Directors, the Chairperson shall not serve more than two consecutive one-year terms for which he/she has been elected to the office of Chairperson. H. . PRESIDING OFFICER. The Chairperson of the Board shall preside during meetings of the Directors. In the absence of the Chairperson, the Vice Chairperson shall preside. I. BOARD SECRETARY AND MINUTES. The Board of Directors shall have a person designated to serve as Board Secretary. The Board Secretary will be appointed to the position by the General Manager and shall report to the General Manager or a Department Head as designated by the General Manager. The Board Secretary will be a regular full time employee subject to all the rules and policies applicable to all regular full time employees. The Board Secretary shall attend all meetings of the Board of Directors, unless excused by the Chairperson, and shall prepare an accurate record of each meeting for submission to the Directors and subsequent approval at the following meeting; provided, however, that when an adjourned, special or special adjourned meeting 2090-300 6304S_l 3 \: of the Board of Directors immediately precedes a regular meeting, Minutes of said 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 Board Secretary will not record the name of the Director who moves or who seconds the adoption of a motion or resolution. The Minutes will reflect the votes of Directors as required by provisions of state law and the vote of any individual Director upon that Director's request. In the absence of the Board Secretary, a Secretary Pro Tern shall be appointed to exercise the duties of the Board Secretary. J. REGULAR BUSINESS TO COME BEFORE THE BOARD OF DIRECTORS. Insofar as practicable, all items of business to be taken up at a regular meeting of the Board shall be submitted to the Board Secretary, who shall include on the agenda all such items submitted by Directors, the General Manager and General Counsel, and all formal communications. The Board 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, except as hereafter provided, and a description of all matters to be considered, together with any pertinent written materials. Agendas shall be posted in a location freely accessible to the public not less than seventy-two (72) hours in advance of the meeting. · Resolutions designated as "standard" and adopted by the Board of Directors from time to time, and approved as to form and content, need not be included with said agenda; provided, however, that the information completing said standard resolutions shall be set forth on the agenda listing, and copies of said standard resolutions shall be on file with the Board Secretary at the meeting time and place. Items of business not known at the time the regular agenda is mailed as herein provided, may be considered as supplemental agenda items; provided that all requirements of the Ralph M. Brown Act (California Government Code Section 54950 et seq.) are satisfied. No business, except with consent of two thirds of the Directors present (a majority of Directors present for emergency actions), and only if permitted by the Ralph M. BroWn Act, not appearing on the regular or supplemental agendas may be brought before the Board of Directors. · 2090-300 63045_1 4 ' The meeting agenda shall provide for an opportunity for members of the public to address the Board on items of public interest. As determined by the Chairperson, speakers may be deferred until the specific item is taken for discussion, and remarks may be limited to five minutes. K. 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, except if waived by unanimous voice vote, in which event, the Chairperson may order a unanimous ballot cast in favor of the motion or resolution under discussion. The name of each Director shall be called only once. 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 Chairperson. The Chairperson shall thereafter call for discussion of the motion or resolution, at which time any member may discuss the pending matter. Any person other than a Director present at the meeting may speak on the niotion if recognized by the Chairperson. Sole discretion as to the extent of discussion outside of the membership of the Board shall rest with the Chairperson. At the close of discussion, the Chairperson may, at the Chairperson's discretion, repeat the motion or resolution pending, and thereafter, call for a vote. The Board Secretary shall determine and state whether or not a motion or resolution is adopted by roll call vote. On all other matters, the Chairperson shall determine the outcome of the voting. L. COMMITTEES . . (1) STANDING COMMITTEES (a) STEERING COMMITTEE: There shall be a permanent Committee designated as the Steering Committee, comprised of the Chairperson of the Board, the Vice Chairperson of the Board, the immediate past Chairperson of the Board, the Chairperson of each of the Standing Committees and the Director from the County Board of Supervisors to assist in coordinating the flow of activities to the Committees and Board. The Committee shall also conduct an annual performance evaluation of the General Manager and submit recommendations on his/her compensation to the Board of Directors. The Committee shall also review the General Manager's evaluation and . compensation of the executive management employees, based on 2090-300 63045_1 5 established criteria, and executive management's goals and objectives for the following year. The Committee shall also be authorized to assign new subjects of significant importance to the District, to the respective Standing Committee for study, evaluation and recommendation. The Steering Committee shall meet on the fourth Wednesday of each month at 5:00 p.m. preceding the Board's meeting, or at the call of the Chairperson of the Board of Directors. (b) FINANCE. ADMINISTRATIVE AND HUMAN RESOURCES COMMITIEE. There shall be a permanent Finance, Administrative and Human Resources Committee to advise the Staff and make recommendations on matters related to the financial, budgeting, administrative and personnel policies and programs of the District. The Committee. shall review with the Staff the procedures for development, preparation and format of the annual budget and recommend appropriate change, and counsel the Staff during the budget process to assure the proper interpretation and implementation of the Board's policies and that the desired procedures have been followed. The responsibility for consideration and adoption of the District budget rests with the Board of Directors. The Committee is responsible to periodically interview and recommend the selection of outside auditors. The Committee shall review the result of the annual audit of the District's accounts with representatives of the outside audit firm, including any comments received recommending improvements. The Committee shall review management's response to these comments and make appropriate recommendations for implementation. . Periodically, the Committee shall recommend employment of an outside firm to audit internal control procedures to safeguard the assets of the District. The Committee shall interview and make recommendations on the employment of investment-banking firms, bond counsel, and if necessary or desired, financial advisors to be used in connection with the District's financing programs. The Committee shall periodically coordinate recommendations on personnel audits of the District's operations or segments of the operations on an as- needed basis. 2090-300 63045_1 6 'j The Committee shall make recommendations on personnel policies and procedures, labor negotiations, insurers and coverage, procurement procedures, and such other related activities as may be needed or appropriate. The Chairperson and Vice Chairperson of the Finance, Administrative and Human Resources Committee shall be appointed by the Chairperson of the Board of Directors. The Finance, Administrative and Human Resources Committee shall meet on the second Wednesday of each month at 5:30 p.m., or at the call of its Chairperson. . {c) OPERATIONS. MAINTENANCE AND TECHNICAL SERVICES COMMITTEE. There shall be a permanent Committee designated the Operations, Maintenance and Technical Services Committee. With the goal of compliance with all public health and environmental laws and regulations, the Operations, Maintenance and Technical Services Committee shall review and submit appropriate recommendations· on the matters pertaining to the operation of the District Treatment Works, including such matters as current and projected service/flow needs, level and quality of treatment, conservation, recycling and reuse activities, and air quality issues. The Committee shall also review issues pertaining to the District's NPDES Ocean Outfall Discharge Permit, including annual review of the contractor{s) performing the ocean monitoring and research programs required as a condition of said permit, and related issues regarding protection of the marine waters off metropolitan Orange County's coastline from impacts resulting from the District's operations and discharge of treated wastewater. The Committee shall also review matters pertaining to contractual arrangements by the District to provide sewerage services to areas outside the District's boundaries or approved spheres of influence. The Committee shall review plans for the future needs of the District, explore alternatives and make recommendations on solutions to the Planning, Design and Construction Committee. In carrying out its responsibilities, the Committee shall regularly study, visit and observe the various operational functions of the District Treatment Works. The Chairperson and Vice Chairperson of the Operations, Maintenance and Technical Services Committee shall be appointed by the Chairperson of the Board of Directors. 2090-300 63045_1 7 \ Because of the special interest of the coastal communities in ocean issues, one representative of each member agency within the District's boundaries with coastal shoreline shall be a member of the Committee. The Operations, Maintenance and Technical · Services Committee shall meet on the first Wednesday of each month at 5:30 p.m., or at the call of its Chairperson. · (d) PLANNING, DESIGN AND CONSTRUCTION COMMITTEE. There shall be a permanent Committee designated the Planning, Design and Construction Committee. The Planning, Design and Construction Committee shall review and submit appropriate recommendations on matters pertaining to capital projects which address operational needs identified by the Operations, Maintenance and Technical Services Committee, including the selection of professional consulting services to assist in studying, planning and designing needed District Treatment Works and support facilities, including computerized systems, in accordance with the Board's established policies and procedures for procuring such services; the Committee shall further review construction projects for said facilities in accordance with applicable public works laws and Board policies. Said oversight shall include the contracts for professional services and public works construction projects and addenda or change orders thereto. In carrying out its responsibilities, the Committee shall receive advance notice and regular status reports on the projects from Staff, and monitor, visit and observe the District Treatment Works' operational functions and major capital construction projects. The Chairperson and Vice Chairperson of the Planning, Design and Construction Committee shall be appointed by the Chairperson of the Board of Directors. The Planning, Design and Construction Committee shall meet on the first Thursday of each month at 5:30 p.m., or at the call of its Chairperson. (2) SPECIAL AND AD HOC COMMITTEES. In addition to the Standing Committees, the Chairperson of the Board of Directors, or the Chairperson of a Standing Committee, or a majority of the Directors, may appoint, from time to time, Special or Ad Hoc Committees to study and report on specific matters. Such Committees shall be temporary in nature, and their assignments shall pertain to a current, specific issue. Upon completion of the assigned task, the Ad Hoc or Special Committee will be dissolved. The Chairperson and Vice Chairperson of Special and Ad Hoc Committees shall be appointed by the Chairperson of the appointing authority. Chairperson. 2090-300 63045_1 Special or Ad Hoc Committees shall meet at the call of its 8 M. MOTION TO REFER TO A STANDING COMMITTEE. Any Director at a Board meeting may move to have a policy or any other activity affecting the District, or any one of the member Agencies, referred to a Standing Committee for study and report. This motion shall be a privileged motion, and when duly seconded, discussion thereof shall be limited to Directors only. Said motion shall receive an, affirmative vote of a majority of the Directors for adoption. 2090-300 6304S_l Section 2: This Resolution shall become effective upon adoption. PASSED AND ADOPTED at a Special Meeting held July 1, 1998. ~·~ Chair ::; 9