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HomeMy WebLinkAboutResolution 95-030RESOLUTION NO. 95-30 14� FIXING AND ESTABLISHING RULES OF PROCEDURE FOR THE CONDUCT OF BUSINESS OF THE DISTRICTS A JOINT RESOLUTION OF THE BOARDS OF DIRECTORS OF COUNTY SANITATION DISTRICTS NOS. 1, 2, 3, 5, 6, 7, 11, 13 AND 14 OF ORANGE COUNTY, CALIFORNIA, FIXING AND ESTABLISHING RULES OF PROCEDURE FOR THE CONDUCT OF BUSINESS OF THE DISTRICTS AND REPEALING RESOLUTION NOS. 87-51, 89-56, 91-35, 93-155 AND 94-109 RE RULES OF PROCEDURE FOR THE CONDUCT OF DISTRICTS' BUSINESS WHEREAS, it is necessary to establish rules of procedure to facilitate the orderly handling of business to come before the Joint Administrative Organization of County Sanitation Districts Nos. 1, 2, 3, 5, 6, 71 11, 13 and 14 of Orange County, California; and, WHEREAS, these Boards, from time to time, have, by Resolution, established rules of procedure, and from time to time have amended said rules so that different aspects of said procedures are to be found in a number of resolutions and motions; and, WHEREAS, it is desirable and appropriate to update, consolidate, simplify and clarify the existing rules of procedure into one document readily accessible to the Directors, Staff and general public. NOW, THEREFORE, the Boards of Directors of County Sanitation Districts Nos. 1, 2, 3, 5, 6, 7, 11, 13 and 14 of Orange County, California, DO HEREBY RESOLVE, DETERMINE AND ORDER: Section 1. That any procedures set forth in the Joint Ownership, Operation and Construction Agreement, effective July 1, 1985, as amended, hereinafter referred to as "Joint Agreement", in conflict with the procedures set forth herein, take precedence. Section 2. That the following rules of procedure be adopted for the conduct of business of the Joint Administrative Organization and of each County Sanitation District of Orange County, � party to the Joint Agreement: A. REGULAR MEETINGS. There shall be a regular monthly meeting of the Boards of Directors of the County Sanitation Districts of Orange County, which are parties to the Joint Agreement, on the fourth Wednesday of every month at 7:30 p.m., in the Joint Administrative Offices of the Districts, 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 time certain. The Boards 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 of any District may be called in either one of the following ways: (1) By the Chair of the Board of Directors of said District; or (2) By the written request of the majority of the Directors of the District delivered to the Board Secretary. A special meeting of the Directors of the Joint Administrative Organization may be called by the Chair of the Joint Administrative Organization or by a majority of the Executive Committee. 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 meetings. The call or notice shall be posted at least twenty-four (24) hours prior to the special meeting in the administrative offices' public lobby. -2- 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. 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 within twenty-four (24) hours after the time of the adjournment. 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 of any District or of the Joint Administrative Organization, 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 each individual District, and before all the member Districts, as part of the business of the Joint Administrative 1"WV Organization, 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 of the Joint Administrative Organization, except where the special provisions hereinafter set forth conflict therewith. F. QUORUM. A majority of the Directors in five of the nine County Sanitation Districts of Orange County, constituting the members of the Joint Administrative Organization, shall constitute a quorum of the Joint Administrative Organization. G. CHAIR OF THE DISTRICT. A Chair (and Chair Pro Tem) shall be elected by majority vote as the first order of business by the members of each District Board of Directors at the first meeting in May of each year, and said Chair (and Chair Pro Tem) shall serve at the pleasure of the majority of said members. -3- H. JOINT CHAIR AND VICE JOINT CHAIR OF THE JOINT ADMINISTRATIVE ORGANIZATION. A Joint Chair and Vice Joint Chair of the Joint Administrative `.v/ Organization shall be elected by a majority vote of the Districts at the regular meeting in July of each year. The nominations for Joint Chair shall be made at the regular Board meeting in June of each year, and the nominees may prepare a statement of not more than 100 words stating their qualifications for the office of Joint Chair. The statements shall be mailed to members of the Joint Boards of Directors with the agenda and other meeting material for the July regular meeting. The nominations and election for Vice Joint Chair shall be made at the regular Board meeting in July of each year and shall be made immediately following the election of the Joint Chair. The Joint Chair and Vice Joint Chair shall serve at the pleasure of a majority of the Districts. In the event the office of Chair becomes vacant due to resignation or retirement of the incumbent prior to the expiration of the regular term, the Vice Joint Chair shall automatically succeed to the office of the Joint Chair and shall continue to serve through the remainder of the regular term unless sooner removed by action of a majority of the Districts. In the event the office of Vice Joint Chair becomes vacant prior to the expiration of the regular term, nominations and the election of a Director to serve in that capacity ti.�✓ shall be conducted at the next regular Board meeting. The person so elected shall serve M the balance of the regularly -scheduled term unless sooner removed as a result of action by a majority of the Districts. Subject to the provisions of serving at the pleasure of a majority of the Districts, the Joint Chair shall not serve more than two consecutive one-year terms for which he/she has been elected to the office of Joint Chair. I. PRESIDING OFFICER. The Chair of the Joint Administrative Organization shall preside during meetings of the Directors of the Joint Administrative Organization. In the absence of the Chair of the Joint Administrative Organization, the Vice Chair of the Joint Administrative Organization shall preside. When the Directors of a District are meeting concurrently with the Directors of other Districts for the conduct of Joint Administrative Organization business, any business for consideration and action by the District will be acted upon under the Chairmanship of the Chair of the Joint Administrative Organization, except when delegated to the District Chair. -4- J. BOARD SECRETARY AND MINUTES. The Boards of Directors of the Joint Administrative Organization shall appoint a person to serve as Board Secretary at the pleasure of the Boards. Said person shall also be the Board Secretary of each of the individual Districts, parties to the Joint Agreement. The Secretary shall attend all meetings of the Boards of Directors, unless excused by the Chair, 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 Boards 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 Boards of Directors, the 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. In the absence of the Board Secretary, a Secretary Pro Tern shall be appointed to exercise the duties of the Board Secretary. K. REGULAR BUSINESS TO COME BEFORE THE DIRECTORS OF THE JOINT ADMINISTRATIVE ORGANIZATION. Insofar as practicable, all items of business to be taken up at a regular meeting of the Joint Administrative Organization 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 72 hours in advance of the meeting. Resolutions designated as "standard" and adopted by the Boards 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 Secretary at the meeting time and place. -5- 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 fir✓ requirements of the Ralph M. Brown Act (California Government Code Section 54950 et seq.) are satisfied. No business, except with consent of a majority of the Districts present, and only if permitted by the Ralph M. Brown Act, not appearing on the regular or supplemental agendas may be brought before the Directors of the Joint Administrative Organization or its member Districts. The meeting agenda shall provide for an opportunity for members of the public to address the Board(s) on items of public interest. As determined by the Chair, speakers may be deferred until the specific item is taken for discussion, and remarks may be limited to five minutes. L. 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 Chair may order a unanimous ballot cast in favor of the motion or ll"� resolution under discussion. When a roll call vote is required on joint business of the Districts, and except as provided hereinafter, the name of each Director shall be called only once, and the Director's vote regarded the same for each District represented, unless a Director expresses the desire to vote differently for any District represented, or unless a member of the Board of Directors asks that each District be individually polled. 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 Chair. The Chair 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 Chair. Sole discretion as to the extent of discussion outside of the membership of the Board shall rest with the Chair. At the close of discussion, the Chair may, at the Chair'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 Chair shall determine the outcome of `' the voting. in M. COMMITTEES (1) STANDING COMMITTEES (a) EXECUTIVE COMMITTEE. There shall be a permanent Committee designated as the Executive Committee, which shall consist of the Chair of the Board of Directors of each District, or the Chair Pro Tem, if the Chair is unable to attend; the Directors who represent the Orange County Board of Supervisors; and the Chair and Vice Chair of the Joint Administrative Organization. Each past Chair of the Joint Administrative Organization shall also serve as a member of the Executive Committee, provided that said person serves as an active Director of a District Board. The Committee shall review the reports and recommendations of the other Standing Committees, and may also consider matters related to the joint ownership, operation and construction of all of the Districts and make recommendations thereon to the Joint Boards of Directors The Chair and Vice Chair of the Joint Administrative Organization shall be the Chair and Vice Chair of the Executive Committee, respectively. The Committee shall meet on the third Wednesday of each month, or may meet at the call of the Chair. (b) FINANCE, ADMINISTRATIVE AND HUMAN RESOURCES COMMITTEE. 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 Joint Administrative Organization. The Committee shall review with staff the procedures for development, preparation and format of the annual Joint Works budgets and recommend appropriate change, and counsel the Staff during the budget process to assure the proper interpretation and implementation of the Boards' policies and that the desired procedures have been followed. The responsibility for consideration and adoption of the respective individual District budgets rests with each individual District Board. 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 Districts' accounts with representatives of the outside audit firm, including any comments received recommending improvements. The -7- 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 Joint Districts. 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 Districts' financing programs. The Committee shall periodically coordinate recommendations on personnel audits of the Joint Districts' 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 Chair and Vice Chair of the Finance, Administrative and Human Resources Committee shall be appointed by the Joint Chair. The Finance, Administrative and Human Resources Committee shall meet on the second Wednesday of each month or at the call of its Chair. (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 Joint 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 Districts' 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 Districts' 140 d operations and discharge of treated wastewater. The Committee shall also review matters pertaining to contractual arrangements by the Districts to provide sewerage services to areas outside the Districts' boundaries or approved spheres of influence. The Committee shall review plans for the future needs of the Districts, 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 Joint Treatment Works. The Chair and Vice Chair of the Operations, Maintenance and Technical Services Committee shall be appointed by the Joint Chair. Because of the special interest of the coastal communities in ocean issues, one representative of each member agency within the Districts' 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, or at the call of its Chair. (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 Joint Treatment Works and support facilities, including computerized systems, in accordance with the Boards' 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 "heads up" and regular status reports on the projects from Staff, and monitor, visit and observe the Joint Treatment Works' operational functions and major capital construction projects. The Chair and Vice Chair of the Planning, Design and Construction lvw� Committee shall be appointed by the Joint Chair. The Planning, Design and Construction Committee shall meet on the first Thursday of each month, or at the call of its Chair. (2) STEERING COMMITTEE. In addition to the Standing Committees, the Joint Chair may appoint a Steering Committee comprised of the Joint Chair, the Vice Joint Chair and the Chairs of the Standing Committees to assist in coordinating the flow of activities to the Committees and Boards. This Committee shall also conduct an annual performance evaluation of the General Manager and submit recommendations on compensation to the Executive Committee and the Joint Boards of Directors. The Committee shall also review the General Manager's evaluation and compensation of senior management direct reports, based on established criteria, and senior management's goals and objectives for the following year. The Steering Committee shall meet on the fourth Wednesday of each month preceding the Joint Boards' meeting, or at the call of the Joint Chair. (3) SPECIAL AND AD HOC COMMITTEES. In addition to the Standing Committees, the Chair of the Joint Administrative Organization, or the Chair of a � Standing Committee, or upon vote of a majority of the Districts, the Boards may lft ✓ 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 Chair and Vice Chair of Special and Ad Hoc Committees shall be appointed by the Chair of the appointing authority. Special or Ad Hoc Committees shall meet at the call of its Chair. N. MOTION TO REFER TO A STANDING COMMITTEE. Any Director at a Joint Administrative Organization meeting may move to have a policy or any other activity affecting the members of the Joint Administrative Organization, or any one of the member Districts, 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 Districts for adoption. -10- Section 3. That Resolution Nos. 87-51, 89-561 91-35, 93-155 and 94-109 and all other Resolutions previously adopted by these Boards with regard to meeting procedures, are hereby repealed; and that all Resolutions or motions or portions thereof in conflict herewith are hereby rescinded and made of no further effect. 0-3o M Section 4. This Resolution shall become effective upon adoption. PASSED AND ADOPTED at a special meeting held March 29, 1995. -11- STATE OF CALIFORNIA) )SS. COUNTY OF ORANGE ) I, PENNY KYLE, Secretary of the Boards of Directors of County Sanitation Districts Nos. 1, 21 31 51 61 71 11, 13 and 14 of Orange County, California, do hereby certify that the foregoing Resolution No. 95-30 was passed and adopted at a special meeting of said Boards on the 29th day of March, 1995, by the following vote, to wit: AYES: George Brown, John C. Cox, Jr., Jan Debay, Barry Denes, Shirley Dettloff, Burnie Dunlap, Norman Z. Eckenrode, James H. Flora, Don R. Griffin, John M. Gullixson, Barry Hammond, Victor Leipzig, Pat McGuigan, Eva G. Miner, Mark A. Murphy, Glenn Parker, Arthur Perry, Margie Rice, Julie Sa, Thomas R. Saltarelli, Sal A. Sapien, Sheldon S. Singer, Roger R. Stanton, William G. Steiner, Peer A. Swan, Charles E. Sylvia NOES: None ABSENT: Cecilia Age, John Collins, Bob Zemel u IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of County Sanitation District No. 1 on behalf of itself and Districts Nos. 2, 3, 5, 6, 71 11, 13 and 14 of Orange County, California, this 29th day of March, 1995. F15.030 \ftpl� 2.00&� Zeo Penny Kyle, Boards of DiWe r f County Sanitation Districts Nos. 1, 21 31 51 61 71 11, 13 and 14 of Orange County, California