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HomeMy WebLinkAboutOCSD 07-06 (REPEALED)RESOLUTION NO.OCSD 07-06 ESTABLISHING RULES OF PROCEDURE FOR THE CONDUCT OF BUSINESS OF THE DISTRICT A RESOLUTION OF THE BOARD OF DIRECTORS OF ORANGE COUNTY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 07-03 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 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: (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of such meeting,as specified in the notice.Any notice deposited in the regular mail addressed to a Director at the I REPEALED BY OCSD 07-10 address he or she has on file with the Clerk of the Board postage prepaid,sixty (60) hours in advance of any such meeting as specified in the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 Adiourned 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 sha~~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 2 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 3 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. 4 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 5 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 ~g.)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 Votinci 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. 6 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 5:30 p.m.preceding the Board’s meeting,or at the call of the Chairperson of the Board of Directors. (b)Administration Committee There shall be a permanent Administration Committee (Finance,Human Resources and Information Technology)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. 7 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 Administration Committee.The Committee Chairperson and Committee Vice Chairperson shall serve at the pleasure of the Chairperson of the Board of Directors. The 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. 8 Other than the Board Chairperson and the Board Vice Chairperson,no Director who serves on the Operations Committee shall be eligible to serve on the Administration Committee. The Administration Committee shall meet on the second Wednesday of each month at 5:00 p.m.,or at the call of its Chairperson. (c)Operations Committee There shall be a permanent Committee designated the Operations Committee (Engineering,Operations & Maintenance and Technical Services).With the goal of compliance with all public health and environmental laws and regulations,the 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 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 Operations 9 Committee.The Committee Chairperson and Committee Vice Chairperson shall serve at the pleasure of the Chairperson of the Board of Directors. The 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 Administration Committee shall be eligible to serve on the Operations Committee.The Operations Committee shall meet on the first Wednesday of each month at 5:00 p.m.,or at the call of its Chairperson. (2)SDecial 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. 10 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. 11 Section 3 Resolution No.OCSD 07-03 is hereby repealed. Section 4 This Resolution shall become effective immediately. PASSED AND ADOPTED at a regular meeting held April 25,2007. ATTEST: 4&~uyM ~ Clerk of the Board (I (9~~,~1 Chairf’J ••~ - -T 12 TABLE I BOARD PROCEDURES AND ORGANIZATION SUMMARY OF MOTIONS A.PRIVILEGED MOTIONS B.MAIN MOTION AND RELATED SUBSIDIARY MOTIONS Kind of Second Debatabi e Vote Motion Require d Amendab le Required Purpose Main Yes Yes Yes Majority To introduce Motion new business Yes Yes Yes Majority Amend To modify or Main alter Motion Yes Yes Yes Majority a motion Substitute To replace the Motion Yes No No Majority main motion entirely Previous . Question Yes Yes Yes Majority To close debate on the main or amended motion Continue to immediately Kind of Motion Second Require d Debatabi e Amendab le Vote Required Purpose Adjourn Yes No No Majority To end the meeting To Take a Yes No No Majority Recess To interrupt a meeting for a short time orto provide an Raise a No No No None intermission Question of Privilege To obtain action immediately in an emergency 13 a Certain Yes No No Majority Time To defer action To Table To discontinue Yes No No Majority consideration until brought back by Take a vote of the Motion Board from the Yes No Yes Majority Table To bring before the group a motion Yes Yes Yes Majority previously Limit or tabled Extend Limits of Debate No No No None To limit or extend Refer to a limits of debate Committee Yes Yes No Majority. Mustbebya To place Withdraw a Director who business Motion voted for the in hands of a prevailing Committee side on the Reconsider original To withdraw a motion motion before it is voted on To secure a new vote on a motion previously voted _________________ upon 14 C.INCIDENTAL RULES NON-RANKING Kind of Motion Second Required Debatable Amendabi Vote Required Purpose e Request to Yes No No Two-Thirds To facilitate Suspend business the ordinarily Rules contrary to the rules of the organization Override Yes No No Majority To have Board Order of majority rule the on the order Chair No No No None To enforce the rules of Point of the Order organization 15