HomeMy WebLinkAboutOCSD 04-15 (REPEALED)... .
RESOLUTION NO. OCSD04-15
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 AND
REPEALING RESOLUTION NO. OCSD 01-23
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: Rules of Procedure. 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 7:00 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:
(1) By the Chairperson of the Board of Directors; or
(2) By the written request of a majority of the Steering
Committee delivered to the Board Secretary.
WS&S -TLW:pj:#184616:05/10/04 1
REPEALED BY
OCSD 06-25
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. Conduct of Meetings.
(1) Procedural Rules. The procedural rules for debate and
action shall be as set forth in Table 1, attached hereto and adopted herein by reference.
Robert's Rules of Order shall not be applicable or govern the procedures for the
conduct of District business.
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(2) Legal Officer. In any case of ambiguity or uncertainty in the
interpretation or application of these Rules to any procedure, the presiding officer may
direct such question for a ruling to the Board's General Counsel, who shall be the
parliamentarian of the Board.
(3) Obtaining the Floor and Making Motions. Any member of
the Board wishing to speak, or any member of the public wishing to address the Board,
must first be recognized by the Chairperson. The Chairperson must recognize any
member of the Board who seeks the floor when appropriately entitled to address the
Board.
Any member of the Board, including the Chairperson, may
bring a matter of business properly before the Board by making a motion. Any member,
including the Chairperson, except the member making the motion, may second the
motion. Once a motion is seconded, it may be opened for discussion and debate, in
accordance with the procedures in Subsection (4) below.
(4) Rules for Discussion. Debate, and Deliberation by the Board.
The procedures for consideration and action on all matters to come before the Board
shall be in compliance with the terms of this Section, as follows:
(a) Each item on the Agenda will be introduced in a form
of a report by either Staff or Counsel.
(b) Upon completion of the report, the Chairperson will
allow for direct questions regarding the item, by Directors, each in turn, and in the order
as selected by the Chairperson.
(c) Upon completion of the question period, the
Chairperson will entertain a motion and second for consideration by the Board.
(d) Discussion among the Directors will follow. Each
Director will be recognized to address the Board in the order selected by the
Chairperson, with a five (5) minute time limit for each Member wishing to speak on the
Agenda item, unless the time limit is waived by the Chairperson. There will be no
interruptions of the Director who has been recognized. Attempted interruptions will be
declared out-of-order, and the Board Member attempting to interrupt will be asked to
remain silent until recognized.
(e) As an additional courtesy to everyone, repetition of
comments will be discouraged in the interest of time, and at the discretion of the
Chairperson, can be declared out-of-order.
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(f) After each Member who wishes to speak has been
recognized and completed his/her remarks, a single three (3) minute period of rebuttal
will be allowed any Director, unless the time limit is waived by the Chairperson.
(g) If it appears to the Chairperson that any Director is
pursuing a line of questioning or commentary due to lack of preparation or prior review
with the District's Staff, the Director's time will be declared to have been used up, and
no further inquiry will be allowed.
(h) Upon adoption of a motion on an Agenda item, there
will be no further discussion of that item.
(5) Decorum in Debate. All Members shall address their
remarks to the Chairperson and confine them to the business then pending and subject
to discussion before the Board, avoiding personalities and reflections upon anyone's
motives.
(6) Closing or Limiting Debate. At all times the Board shall
endeavor to allow free and open debate among Members of the Board. However, in the
discretion of the Chairperson, it may become necessary to close or limit debate, so that
action can be taken by the Board. An order by the Chairperson closing or limiting the
debate can only be set aside by a majority vote of the Board.
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
WS&S -TLW:pj:#184616:05/10/04 4
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 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, except the vote of any individual
Director shall be recorded upon that Director's request. The Minutes will reflect the
votes by name of Director when required by provisions of state law.
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
WS&S -TLW:pj:#184616:05/10/04 5
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 Sections 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.
The meeting Agenda shall provide for an opportunity for members of the
public to address the Board on items on the Agenda and non-Agenda items of public
interest. As determined by the Chairperson, speakers may be deferred until the specific
Agenda item is taken for discussion, and remarks may be limited to three (3) minutes.
Speakers on non-Agenda items may address only items that are within the subject
matter jurisdiction of the Board of Directors. Time allotted for such presentations is
limited to three (3) minutes or less. Total time allotted for all public input on each non-
Agenda item is limited to thirty (30) minutes to one (1) hour, taking into consideration
the number of persons filing a request to address the Board. However, time allotments
may be waived by a majority vote of the Board.
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.
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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 motion 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 Chairpers.on 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 Vice Chairperson of each of the three Standing
Committees shall serve as the designated Alternate, in the absence or inability to serve
by any Chairperson.
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 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
Committee. There shall be a permanent Finance, Administrative and Human
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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.
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 5:00 p.m., or at the
call of its Chairperson.
WS&S -TLW:pj:#184616:05/10/04 8
(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.
The Operations, Maintenance and Technical Services
Committee shall meet on the first Wednesday of each month at 5:00 p.m., or at the call
of its Chairperson.
(d) Plannino. 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
WS&S -TLW:pj:#184616:05/10/04 9
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 5:00 p.m., or at the call of its Chairperson.
(e) FAHR, OMTS, and PDC Committee Assignments.
The Chairperson of the Board shall make all Committee assignments, and may appoint
the immediate Past Chairperson to one of the Committees.
(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.
Special or Ad Hoc Committees shall meet at the call of its
Chairperson.
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.
Section 2: Procedure for Consideration of Demands for Corrective Action.
A. Requirement of Written Demand. Prior to any person commencing
a judicial action for injunction or mandamus to declare any action taken by the Board
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void because of failure to observe Brown Act requirements, such person must first
serve upon the Board Secretary a written demand describing the alleged violation and
demanding corrective action. Such demand must be served upon the Board Secretary
within thirty (30) days of the complained of action. Failure to serve any such demand
within this thirty (30) day period shall result in the loss of any right to challenge any
action to have been taken in violation of Sections 54953, 54954.2, or 54956 of the
California Goverr'lrr;e!Jt,Code.
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,'llJC. ,,""'.... ' ... -'I..,· "' I ·-\., >~~ sr ·. Oorisid.eration of Corrective Action. Upon receipt of such a
dem~n<f :c&nsid~.ration· ~0,( th_e demand shall immediately be placed on the Agenda for
the next m·eeting.ofrthe ~~qr~:( of Directors. If the demand is received less than seventy-
two (72) h9~,rs prl61~ to_-iheJjrrie set for the next meeting, the Board may determine that
the notice' ,cohstit:,ites the: .i11itiation of litigation, and that the need to take action on the
threatened ·1itigatio1T·aros~.1Subsequent to the posting of the Agenda, and may consider it
at that meetir{g;:·pGrsuaf71t to Section 1 (J) above. A description of any item so placed on
the Agenda shall include both consideration of the demand, and the possibility of
corrective action by the Board.
In considering such demands, the Board shall first determine, by motion, whether
corrective action should be taken. If no motion to take corrective action is carried, the
Board Secretary shall inform the demanding party in writing of the Board's decision not
to cure or correct the challenged action.
C. Implementing Corrective Action. If a motion to take corrective
action passes, the Chairperson may entertain a motion implementing corrective action.
Any motion implementing corrective action shall address the concerns raised in the
consideration of corrective action. The motion implementing corrective action may
include a motion to rescind prior action taken, as appropriate. Passage of a motion to
rescind invalidates prior action only as of the time of the passage of the motion, and not
from the date of the initial action. A motion implementing corrective action resulting
from a written demand is out-of-order if the action complained of (a) was in connection
with the sale or issuance of notes, bonds, or other evidences of indebtedness, or any
contract, agreement, or incident thereto; or (b) gave rise to a contractual obligation upon
which a party has, in good faith, detrimentally relied. In any event, the Board shall notify
the party making the demand in writing of its decision to take corrective action, and shall
describe any corrective action taken. This notice shall be given to the demanding party
as soon as possible after the meeting, but in no event more than thirty (30) days after
receipt of the demand.
WS&S -· TLW:pj:#184616:05/10/04 11
Section 3: Resolution No. OCSD 01-23 is hereby repealed.
Section 4: This Resolution shall become effective upon adoption.
PASSED AND ADOPTED at a regular meeting held May 26,, 2904.
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WS&S -TLW:pj:#184616:05/10/04 12
Kind of
Motion
Adjourn
To Take a
Recess
Raise a
Question of
Privilege
Kind of
Motion
Main Motion
Amend Main
Motion
Substitute
Motion
Previous
Question
Continue to a
Certain Time
To Table
Take a Motion
from the Table
TABLE 1
BOARD PROCEDURES AND ORGANIZATION
SUMMARY OF MOTIONS
. '.
Second
Required
Yes
Yes
No
Second
Required
Yes
Yes
Yes
Yes
Yes
Yes
Yes
A. PRIVILEGED MOTIONS
Debatable Amendable Vote Required
No No Majority
No No Majority
No No None
B. MAIN MOTION AND RELATED
SUBSIDIARY MOTIONS
Vote Required
Debatable Amendable
Yes Yes Majority
Yes Yes Majority
Yes Yes Majority
No No Majority
Yes Yes Majority
No No Majority
No No Majority
Purpose
To end the meeting
To interrupt a
meeting for a short
time or to provide an
intermission
To obtain action
immediately in an
emergency
Purpose
To introduce new
business
To modify or alter
a motion
To replace the main
motion entirely
To close debate
on the main or
amended motion
immediately
To defer action
To discontinue
consideration until
brought back by
vote of the Board
To bring before the
group a motion
previously tabled
WS&S -TLW:pj:#184616:05/10/04 13
Limit or Yes
Extend Limits
of Debate
Refer to a Yes
Committee
Withdraw a No
Motion
Reconsider Yes
Kind of Second
Motion Required
Request to Yes
Suspend the
Rules
Override Yes
Order of the
Chair
Point of Order No
WS&S -TLW:pj:#184616:05/10/04
No
Yes
No
Yes
Yes Majority
Yes Majority
No None
No Majority.
Must be by a
Director who
voted for the
prevailing
side on the
original
motion
C. INCIDENTAL RULES
NON-RANKING
To limit or extend
limits of debate
To place business
in hands ofa
Committee
To withdraw a
motion before
it is voted on
To secure a new
vote on a motion
previously voted
upon
Vote Required
Debatable Amendable Purpose
No No Two-Thirds To facilitate
business
ordinarily
contrary to the
rules of
the
organization
No No Majority To have
Board
majority rule
on the order
No No None To enforce
the rules of
the
organization
14