HomeMy WebLinkAboutOCSD 06-25 (REPEALED)RESOLUTION NO. OCSD 06-25
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 04-15
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 Clerk of the Board.
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
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REPEALED BY
OCSD 07-03
address he or she has on file with the Clerk of the Board 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 Clerk of the
Board 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 Clerk of the Board 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 Clerk of the Board. If at any regular, adjourned
regular, special, or adjourned special meeting, there is not a quorum of Directors
present, the Clerk of the Board 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 Clerk of the Board 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.
(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
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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.
(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
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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 and Vice Chairperson shall be made at the regular Board meeting in May
of each year. Any person nominated for Chairperson shall be deemed to be nominated
for Vice Chairperson in the event the person is not elected as Chairperson. Thereafter,
the nominees shall prepare a statement setting forth their qualifications for the office
sought. 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 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.
The Chairperson shall not serve more than two consecutive one-year terms for
which he/she has been elected to the office of Chairperson. The Vice Chairperson shall
not serve more than two consecutive one-year terms for which he/she has been elected
to the office of Vice Chairperson.
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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. Clerk of the Board and Minutes. The Board of Directors shall have a
person designated to serve as Clerk of the Board. The Clerk of the Board 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 Clerk of
the Board will be a regular full time employee, subject to all the rules and policies
applicable to all regular full time employees. The Clerk of the Board 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
Clerk of the Board 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 Clerk of the Board, a Secretary Pro Tern shall be appointed
to exercise the duties of the Clerk of the Board.
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 Clerk of the Board, who shall include on the Agenda all such items
submitted by Directors, the General Manager and General Counsel, and all formal
communications.
The Clerk of the Board 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
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shall be set forth on the Agenda listing, and copies of said standard Resolutions shall be
on file with the Clerk of the Board 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.
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 Chairperson may, at the Chairperson's discretion, repeat the motion or Resolution
pending, and thereafter, call for a vote.
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The Clerk of the Board 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 Chairperson of each of the Standing Committees,
and three at-large members selected by the Chairperson of the Board. The Vice
Chairperson of each of the two 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 appropriate 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 and Administration Committee: There shall be a
permanent Finance and Administration 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.
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The Committee shall 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 of the Board of Directors shall appoint a
Committee Chairperson and a Committee Vice Chairperson for the Finance and
Administration Committee. The Committee Chairperson and Committee Vice
Chairperson shall serve at the pleasure of the Chairperson of the Board of Directors.
The Finance and Administration Committee shall consist of
thirteen members, as follows:
(1) The Chairperson of the Board of Directors;
(2) The Vice Chairperson of the Board of Directors;
(3} The Committee Chair of the Finance and Administration Committee;
(4} The Committee Vice Chair of the Finance and Administration Committee; and
(5) Nine additional Board members appointed by the Chairperson of the Board of
Directors.
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Other than the Board Chairperson and the Board Vice
Chairperson, no Director who serves on the Engineering and Operations Committee
shall be eligible to serve on the Finance and Administration Committee.
The Finance and Administration Committee shall meet on
the second Wednesday of each month at 5:00 p.m., or at the call of its Chairperson.
(c) Engineering and Operations Committee. There shall be a
permanent Committee designated the Engineering and Operations Committee. With
the goal of compliance with all public health and environmental laws and regulations,
the Engineering and Operations 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 to the Board of Directors.
The Engineering and Operations Committee shall also
review and submit appropriate recommendations on matters pertaining to capital
projects which address operational needs, 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 of the Board of Directors shall appoint a
Committee Chairperson and a Committee Vice Chairperson of the Engineering and
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Operations Committee. The Committee Chairperson and Committee Vice Chairperson
shall serve at the pleasure of the Chairperson of the Board of Directors.
The Engineering and Operations Committee shall consist of
fourteen members, as follows:
(1) The Chairperson of the Board of Directors;
(2) The Vice Chairperson of the Board of Directors;
(3) The Committee Chair of the Engineering & Operations Committee;
(4) The Committee Vice Chair of the Engineering and Operations Committee;
and
(5) Ten (10) additional Board members appointed by the Chairperson of the
Board of Directors.
Other than the Board Chairperson and the Board Vice
Chairperson, no Director who serves on the Finance and Administration Committee
shall be eligible to serve on the Engineering and Operations Committee. The
Engineering and Operations Committee shall meet on the first Wednesday of each
month at 5:00 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.
Each Special and Ad Hoc Committee 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.
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'{
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 void
because of failure to observe Brown Act requirements, such person must first serve
upon the Clerk of the Board a written demand describing the alleged violation and
demanding corrective action. Such demand must be served upon the Clerk of the
Board 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 Government Code.
B. Consideration of Corrective Action. Upon receipt of such a demand,
consideration of the demand shall immediately be placed on the Agenda for the next
meeting of the Board of Directors. If the demand is received less than seventy-two (72)
hours prior to the time set for the next meeting, the Board may determine that the notice
constitutes the initiation of litigation, and that the need to take action on the threatened
litigation arose subsequent to the posting of the Agenda, and may consider it at that
meeting pursuant 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 Clerk of the Board 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.
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Section 3: Resolution No. OCSD 04-15 is hereby repealed.
Section 4: This Resolution shall become effective January 1, 2007.
PASSED AND ADOPTED at a regular meeting held November 15, 2006.
ATTEST:
Cl~-f<
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\
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
TABLE 1
BOARD PROCEDURES AND ORGANIZATION
SUMMARY OF MOTIONS
Second
Require
d
Yes
Yes
No
Second
Require
d
Yes
Yes
Yes
Yes
Yes
A. PRIVILEGED MOTIONS
Debatabl Amen dab Vote
e le ReQuired
No No Majority
No No Majority
No No None
B. MAIN MOTION AND RELATED
SUBSIDIARY MOTIONS
Vote
Debatabl Amendab Required
e le
Yes Yes Majority
Yes Yes Majority
Yes Yes Majority
No No Majority
Yes Yes Majority
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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
a Certain Yes
Time
To Table
Yes
Take a
Motion
from the Yes
Table
Yes
Limit or
Extend
Limits
of Debate No
Refer to a
Committee
Yes
Withdraw a
Motion
Reconsider
Kind of Second
Motion Required
Request to Yes
Suspend
the
No No Majority
No No Majority
No Yes Majority
Yes Yes Majority
No No None
Yes No Majority.
Must be by a
Director who
voted for the
prevailing
side on the
original
motion
C. INCIDENTAL RULES
NON-RANKING
Vote
To defer action
To discontinue
consideration
until
brought back by
vote of the
Board
To bring before
the
group a motion
previously
tabled
To limit or
extend
limits of debate
To place
business
in hands of a
Committee
To withdraw a
motion before
it is voted on
To secure a new
vote on a motion
previously voted
upon
Debatable Amendab/ Required Purpose
e
No No Two-Thirds To facilitate
business
ordinarily
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Rules contrary to
the rules of
the
organizatio
n
Yes No No Majority
Override To have
Order of Board
the majority
Chair rule
No No No None on the
order
Point of
Order To enforce
the rules of
the
organizatio
n
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