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HomeMy WebLinkAboutResolution 1987 - 0051 RESOLUTION NO. 87-51 A JOINT RESOLUTION OF THE BOARDS OF DIRECTORS OF COUNTY SANITATION DISTRICTS NOS. 1, 2, 3, 5, 6, 7, 11, 13 AND 14 OF ORAL14SE COUNTY, CALIFORNIA, FIXING AND ESTABLISHING RULES OF PROCEDURE FOR THE CONDUCT OF BUSINESS OF THE DISTRICTS, AND REPEALING RESOLUTION NOS. 64-3, 67-52, 67-79, 70-154, 71-90, 72-11, 73-81, 76-10, 76-18, 77-140, 79-103, 84-92, 85-5-13, 86-1-14 AND ALL OTHER RESOLUTIONS PREVIOUSLY ADOPTED BY THESE BOARDS WITH REGARD TO MEETING PROCEDURES 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, 7, 11, 13 and 14 of Orange County, California; and, WHEREAS, these Boards from time to time have 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, BE IT RESOLVED: Section A. 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 B. That the following rules of procedure be adopted for the conduct of business of the Joint Administrative Organization and of each County anitation District of Orange County, party to the Joint Agreement: -1- 1. REGULAR MEETINGS - There shall be a regular monthly meting of the Boards of Directors of the County Sanitation Districts of Orange County, which are parties to the Joint Agreement, on the second Wednesday of every month at 7:30 p.m. , in the Joint Administrative offices of the Districts at 10844 Ellis Avenue, Fountain Valley, California; provided, however, if the second Wednesday of the month falls upon a legal holiday, said monthly meting 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 Board of Directors may adjourn any regular, special or adjourned special meeting to a time and place certain, as specified in the order of adjourmmnt. 2. SPECIAL MEETINGS - A special meeting of the Board of Directors of any District may be called in either one of the following ways: (a) By the Chairman of the Board of Directors of said District; (b) By the written request of a majority of the Directors of the District delivered to the Board Secretary. A special meting of the Directors of the Joint Administrative Organization may be called by the Chairman 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 meting as specified in the notice. Any notice deposited in the regular mail addressed to a Director at the address 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. -2- 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. 3. 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 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. 4. 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, -3- regular adjourned, special and special adjourned meetings to such newspaper, radio or television stations. Delivery shall be made in the same manner as delivery is made to the Directors. 5. 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 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. 6. 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. 7. CHAIRMAN OF THE DISTRICT - A Chairman (and Chairman 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 Chairman (and Chairman pro tem) shall serve at the pleasure of the majority of said members. 8. CHAIRMAN AND VICE CHAIRMAN OF THE JOINT ADMINISTRATIVE ORGANIZATION - A Chairman and Vice Chairman of the Joint Administrative Organization shall be elected by a majority vote of the Districts at the regular meeting in July of each year. The nominations for Joint Chairman shall be made at the regular Board meeting in June each year, and the -4- nominees may prepare a statement of not more than 100 words stating their qualifications for the office of Chairman. 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 Chairman shall be made at the regular Board meeting in July of each year and shall be made immediately following the election of the Joint Chairman. The Chairman and Vice Chairman shall serve at the pleasure of a majority of the Districts. In the event the office of Chairman becomes vacant due to resignation or retirement of the incumbent prior to the expiration of the regular term, the Vice Chairman shall automatically succeed to the office of the Chairman 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 Chairman 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 Districts. 9. PRESIDING OFFICER - The Chairman of the Joint Administrative Organization shall preside during meetings of the Directors of the Joint Administrative Organization. In the absence of the Chairman of the Joint Administrative Organization, the Vice Chairman of the Joint Administrative Organization shall preside. when the Directors of a District are meeting concurrently with the Directors of the other Districts for the conduct of Joint Administrative Organization business, any business for consideration -5- and action by the District will be acted upon under the Chairmanship of the Chairman of the Joint Administrative Organization except when delegated to the District Chairman. 10. 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 Chairman, 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 Secretary will not record the name of the Director who moves or who seconds the adoption of a motion or resolution. In the absence of the Board Secretary, a Secretary pro tern shall be appointed to exercise the duties of the Board Secretary. 11. 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 not later than the close of business on the Thursday preceding the first Wednesday of each -6- month. The Board Secretary shall include on the agenda, as provided hereinabove, all 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. Except as provided in Section B.2. , insofar as practicable, all items of business to be taken up at other duly called meetings of the Board of Directors, shall be submitted to the Board Secretary not later than 144 hours in advance of such meeting and the Board Secretary shall mail each Director a notice and agenda for such meeting not later than 72 hours in advance of the meeting. 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 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 completed standard resolutions shall be on file with the 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 a supplemental agenda item, provided that all requirements of the Ralph M. Brown Act (California Government Code Section 54950 et seq.) are satisfied. -7- 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 Chairman, speakers may be deferred until the specific item is taken for discussion and remarks may be limited to five minutes. 12. 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 Chairman may order a unanimous ballot cast in favor of the motion or resolution under consideration. 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 Chairman. The Chairman shall thereafter call for discussion of the motion or resolution at which time any member may discuss the matter pending. Any person other than a Director present at the meeting may speak on the motion if recognized by the Chairman. Sole discretion as to the -8- extent of discussion outside of the membership of the Board shall rest with the Chairman. At the close of discussion the Chairman may, at the Chairman's discretion, repeat the motion or resolution pending, and thereafter, call for 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 Chairman shall determine the results of the vote. 13. STANDING COMMITTEES: (a) EXECUTIVE COMIT EE - There shall be a permanent Committee designated as the Executive Committee which shall consist of the Chairman of the Board of Directors of each District, or other District Director as designated by the Chairman, the Directors who represent the Orange County Board of Supervisors, and the Chairman and Vice Chairman of the Joint Administrative Organization. The immediate past Chairman of the Joint Administrative Organization shall also serve as a member of the Executive Committee for a period of one year following the expiration of said Chairman's term of office, provided that said person remains as an active Director of a District Board. Any person designated as an alternate member of the Executive Committee must be an elected official of the same District as the regular Executive Committee member. The Chairman of the Joint Administrative Organization shall be the Chairman of the Executive Committee. The Committee may fix a regular meeting time and place or may meet at the call of the Chairman. -9- The Committee may consider any matters related to the joint ownership, operation and construction of all the Districts and make recommendations thereon to the Joint Boards of Directors of the Districts. (b) FISCAL POLICY COMMITTEE - There shall be a permanent Fiscal Policy Committee to advise the staff in matters relative to the budget policies of the Joint Administrative Organization. The Committee shall review with staff the procedures for development, preparation and format of the annual budgets and recommend appropriate changes, and counsel the staff during the budget process to assure the proper interpretation and implementation of the Boards' policy and that the desired procedures have been followed. The Committee is not responsible for recommending adoption of proposed budgets to the Executive Committee or the Boards of Directors. However, the Committee, at its discretion may so recommend and/or comment on said budgets as deemed appropriate by its members. The Fiscal Policy Committee is further authorized to review other fiscal policy matters as assigned by the Executive Ccmmittee or Boards of the Joint Administrative Organization and report findings and recommendations to the Executive Committee, such as: -10- - Recommendations of Districts' independent CPA Auditors - Revenue Program Policies - Procurement Policies - Insurance - Other studies and investigations, as requested by the Fiscal Policy Committee and approved by the Executive Committee The responsibility for consideration and adoption of the respective individual District budgets rests with each individual District Board. The Committee shall consist of seven Directors appointed by the Joint Chairman with the concurrence of the Executive Committee. To the extent possible, the membership shall represent a cross section of the Districts. It is deemed _- desirable that one member of the Executive Committee be a member of the Fiscal Policy Committee. The Chairman of the Fiscal Policy Committee shall be appointed by the Joint Chairman. The Fiscal Policy Committee shall meet at the call of its Chairman. (c) SELECT CCiivMITTEE TO ADVISE THE STAFF - There shall be a permanent C;o mittee designated as the Select Committee to Advise the Staff which will give advice and guidance to the staff, consider special matters and make recommendations in such matters to the Boards. Membership of the Committee shall consist of the Chairman -11- and the Vice Joint Chairman of the Joint Administrative Organization and other senior Directors or Directors with a specific interest in a matter before the Committee, as appointed by the Chairman of the Joint Administrative Organization. 14. MOTION TO REFER TO A STANDING COMMITTEE - Any Director at a Joint Administrative Organization meeting may move to have any matter of policy, or 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. 15. SPECIAL COMMITTEES - Except for the Executive Ccgnmittee, Fiscal Policy Committee and Select Committee to Advise the Staff, there shall be no permanent committees of the Directors of the Joint Administrative Organization. The Chairman of the Joint Administrative Organization may, upon the Chairman's own motion or upon motion of a majority of the Districts affected, appoint from time to time special or ad hoc committees to study and report on special matters affecting the Joint Administrative Organization; provided that where such committees are to be authorized to act in the name of the Board of Directors, such authorization shall be given only by a majority vote of the Directors after the committee is appointed. Section C. That Resolution Nos. 64-3, 67-52, 67-79, 70-154, 71-90, 72-11, 73-81, 76-10, 76-18, 77-140, 79-103, 84-92, 85-5-13, 86-1-14 and all other -12- 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. PASSED AND ADOPTED at a regular meeting held June 10, 1987. -13- STATE OF CALIFORNIA) ) SS. COUNTY OF ORANGE ) I, RITA J. BROWN, Secretary of 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 certify that the foregoing Resolution No. 87-51 TAas passed and adopted at a regular meeting of said Boards on the loth day of June, 1987, by the following vote, to wit: AYES: Ben Bay, Roland Bigonger, John C. Cox, Jr. , Norman Culver, Richard B. Edgar, Don R. Griffin, Dan Griset, Robert Hanson, Evelyn Hart, Ronald B. Hoesterey, John Kanel, Jack Kelly, Ursula Kennedy, Gene Leyton, William Mahoney, Philip Maurer, Tom Mays, Darryl Miller, J. Todd Murphy, James Neal, Carrey Nelson, Bob Perry, Richard Polis, Joyce Risner, Don Roth, Sal Sapien, J. R. "Bob" Siefen, Wayne Silzel, Don E. Smith, Roger Stanton, John H. Sutton, Charles Sylvia, James Wahner NOES: None ABSENT: Buck Catlin, Sally Anne Miller, Arthur Newton 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, 7, 11, 13 and 14 of Orange County, California, this loth day of June, 1987. Rita J. Brown, Secretary Boards of Directors, County Sanitation Districts Nos. 1, 2, 3, 5, 6, 7, 11, 13 and 14 of i0rarige County, California 1 1 1