HomeMy WebLinkAboutOC SAN 24-09RESOLUTION NO. OC SAN 24-09
A RESOLUTION OF THE BOARD OF DIRECTORS OF
ORANGE COUNTY SANITATION DISTRICT
ESTABLISHING RULES OF PROCEDURE FOR THE
CONDUCT OF BUSINESS OF THE ORANGE COUNTY
SANITATION DISTRICT, AND REPEALING RESOLUTION
NO. OC SAN 22-37
WHEREAS it is necessary to establish rules of procedure to facilitate the orderly
handling of business to come before the Orange County Sanitation District (OC San)
Board of Directors and Standing, Steering, Special and Ad Hoc Committees.
NOW THEREFORE, the Board of Directors of the Orange County Sanitation
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 Orange County Sanitation District (Sanitation District):
A. Regular Meetings. There shall be a regular monthly meeting of the Board
of Directors of OC San on the fourth Wednesday of every month at 6:00 p.m., in the
Administrative Offices of OC San, located at 18480 Bandilier Circle, 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 of Directors adjourns to a different date and time.
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 electronically
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 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. If the notice is delivered electronically, the Clerk of the Board should use an
electronic "read receipt" to ensure delivery. If a Director has not read the notice, the Clerk
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will diligently attempt to contact the Director by telephone as soon as possible after the
publication of the notice.
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 material.
Such 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 facsimile or electronic mail. Such 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 and in
a location freely accessible to the public 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 and, in a location, freely accessible to the public.
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 Meetinas.
(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 OC
San 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
direct such question for a ruling to the Board's General Counsel, who shall be the
parliamentarian of the Board.
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(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 the General Manager, a member of the Executive Management Team,
General Counsel, Special Counsel, or the Clerk of the Board.
(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. Directors should limit comment to the subject
matter, item, or motion currently being considered. There will be no interruptions of the
Director who has been recognized. Attempted interruptions will be declared out -of -order,
and the Director 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 their 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 OC San's
Staff, the Director's time will be declared to have been used up, and no further inquiry will
be allowed.
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(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 should be forwarded to the Clerk of the Board who will in turn forward by
electronic mail to the members of the Board of Directors with the Agenda and other
meeting material for the June regular meeting. If only one individual is nominated for
Chairperson at the regular Board meeting in May, that individual shall be deemed elected
as Chairperson, no election shall be held in June, and the individual shall assume office
July 1st. If only one individual is nominated for Vice Chairperson at the regular Board
meeting in May, that individual shall be deemed elected as Vice Chairperson, no election
shall be held in June, and the individual shall assume office July 1st
The Chairperson and Vice Chairperson shall serve at the pleasure of a majority of
the Directors. In the event the office of Chairperson becomes vacant due to resignation
or retirement of the incumbent prior to the expiration of the regular term, the Vice
Chairperson shall automatically succeed to the office of the Chairperson and shall
continue to serve through the remainder of the regular term unless sooner removed by
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 they have been elected to the office of Chairperson. The Vice Chairperson shall
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not serve more than two consecutive one-year terms for which they have been elected to
the office of Vice Chairperson.
H. Presiding Officer. The Chairperson of the Board shall preside during
meetings of the Directors. In the absence of the Chairperson, the Vice Chairperson shall
preside.
I. 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 their
designee. 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 but will reflect the votes by name of each Director
on each item brought before the Board.
In the absence of the Clerk of the Board, an Assistant Clerk of the Board 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 the Agenda all such items
submitted by Directors, the General Manager and General Counsel, and all formal
communications. The General Manager, in consultation with the Board Chairperson and
Board Vice Chairperson, shall determine agenda items for OC San Board of Director
Meetings. Directors should prepare in advance of meetings and be familiar with items on
the agenda. Directors shall make a reasonable effort to meet with the General Manager
or related staff before meetings to receive answers to questions regarding the agenda.
The Order of Business on the agenda for regular meetings of the Board of Directors
shall be:
i. Call to Order
ii. Invocation and Pledge of Allegiance
iii. Roll Call and Declaration of Quorum
iv. Public Comment -Pursuant to the Brown Act, public comment will be
allowed on items on the Board/Committee agendas at the beginning
of the meeting either on agenda items or general comments within
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the subject matter jurisdiction of OC San. Public comments are
limited to no more than three minutes each. Individuals desiring to
speak are encouraged to submit a request to speak card or place an
eComment online to the Clerk of the Board.
v. Special Presentations - Special presentations shall be scheduled as
necessary in recognition of employee or Director service, or other
requested presentations. Requests for special presentation must be
submitted to the Clerk of the Board in writing in advance of the
agenda publication deadline. The Clerk of the Board will coordinate
the scheduling of presentations with the Board Chairperson.
vi. Board Chairperson / General Manager Reports - The reports portion
of the meeting provides the Chairperson and the General Manager
the opportunity to briefly comment on OC San business, operations,
projects and other items of interest.
vii. Public Hearings - Public Hearings may be required on certain items
as prescribed by state or federal law. The regular time for public
hearings is established by this resolution.
viii. Elections —Annually or when deemed necessary.
ix. Consent Calendar - Items on the Board/Committee Agenda which
are considered to be of a routine nature by the General Manager
shall be listed on the "Consent Calendar." These items shall be
approved, adopted, etc. by one motion of the Board and majority
vote.
Directors may comment on Consent Calendar items or ask for minor
clarifications without the need for pulling the item for separate
consideration. Items requiring deliberation should be pulled for
separate consideration.
x. Receive and File - Items that require no action; and if no objection,
the Chairperson may so order.
A. Committee Items — Items approved at the monthly Committee
meetings are brought forward under each Standing Committee title
on the agenda for Board approval. These items may be treated as
a consent calendar by one motion of the Committee and majority
vote.
xii. Non -Consent — Items on the Board/Committee Agenda which have
not been previously considered and require study, report, or action.
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xiii. Information Items — Educational or Items of interest that require no
action.
xiv. AB 1234 Disclosure Reports — This item allows Board members to
provide a brief oral report regarding the disclosure of outside
committees, conferences, training, seminars, et. Attended at the
Agency's expense, per Government Code §53232.3(d).
xv. Closed Session - During the course of conducting the business set
forth on an agenda as a regular meeting, the Chairperson may
convene the Board/Committee in closed session pursuant to
pursuant to Government Code Sections 54956.8, 54956.9, 54957 or
54957.6, as noted.
All written materials and verbal information regarding closed session
items shall remain confidential. No member of the Board of Directors,
employee of OC San, or any other person present shall disclose to
any person the content or substance of any discussion which takes
place in a closed session unless authorized by General Counsel and
a majority of the Board of Directors.
xvi. Other Business and communications or Supplemental agenda items
— Prior to adjournment, the Board Chairperson will inquire if there is
any other business to bring before the meeting.
xvii. Board of Directors initiated items for a future meeting - This portion
of the meeting allow Directors to request an agenda item for a future
meeting. If the Board Chair or a majority of the body indicates
support for the request at that time, then the item shall be placed on
a future agenda. Upon support for the request, the Board of
Directors/Committee will provide direction to staff on the information
that is desired to be presented when the item is placed on a future
agenda.
xviii. Adjournment
The Board Chairperson shall have the discretion to change the order of business.
The Clerk of the Board shall electronically 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 additional pertinent material.
Agendas shall be posted in a location freely accessible to the public not less than
seventy-two (72) hours in advance of the meeting.
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Resolutions designated as "standard" and adopted by the Board of Directors from
time to time, and approved as to form and content, need not be included with said Agenda;
provided, however, that the information completing said standard Resolutions shall be set
forth on the Agenda listing, and copies of said standard Resolutions shall be on file with
the Clerk of the Board at the meeting time and place.
Items of business not known at the time the regular Agenda is electronically 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
sec..) 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 Standing Committees shall serve as the designated Alternate, in the
absence or inability to serve by any Chairperson. In the absence or inability of any
designated member of the Steering Committee to serve, his/her city/agency appointed
Alternate Director may not serve in that member's absence.
The Committee shall conduct an annual performance evaluation of the
General Manager and submit recommendations on their 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 conduct an annual performance evaluation of
General Counsel and submit recommendations to the Board of Directors as provided by
Resolution No. OCSD 12-03.
The Committee shall make recommendations to the Board of Directors on labor
negotiations and other related activities as may be needed or appropriate.
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) Administration Committee: There shall be a permanent
Administration Committee (Finance & Administrative Services, Environmental Services,
and Human Resources) to advise the Staff and make recommendations on matters
related to the financial, budgeting, administrative, environmental and personnel policies
and programs of OC San.
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
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implementation of the Board's policies and that the desired procedures have been
followed.
The responsibility for consideration and adoption of OC San budget rests with the
Board of Directors.
The Committee shall periodically interview and recommend the selection of outside
auditors. The Committee shall review the result of the annual audit of OC San'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 OC San.
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 OC San's financing programs.
The Committee shall periodically coordinate recommendations on personnel
audits of OC San's operations or segments of the operations on an as -needed basis.
The Committee shall make recommendations on personnel policies and
procedures, insurers and coverage, procurement procedures and such other related
activities as may be needed or appropriate.
The Committee shall also review issues pertaining to OC San's National Pollutant
Discharge Elimination System (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 OC San's operations and discharge of treated wastewater.
The Committee shall review issues pertaining to the impact on OC San of
legislative and regulatory proposals and submit appropriate recommendations on the
matters.
The Committee shall also be responsible for overseeing the contractual
arrangements with OC San's legislative advocates to provide advocacy services in
Sacramento and Washington, D.C. In carrying out its responsibilities, the Committee shall
receive regular status reports from the advocates and staff and monitor and recommend
positions on legislative and regulatory proposals.
The Committee shall also review issues pertaining to OC San's public outreach,
branding, and communications activities, evaluate alternatives and make
recommendations to the Board of Directors.
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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 Administration Committee;
(4) The Committee Vice Chair of the Administration Committee; and
(5) Nine additional Directors 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 Operations Committee shall be eligible to serve concurrently on the
Administration Committee. In the absence of the Board Chairperson, his or her alternate
Director may attend meetings of 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 and Operations &
Maintenance). 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 OC San wastewater
treatment process, 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 matters pertaining to contractual arrangements
by OC San to provide sewerage services to areas outside OC San's boundaries or
approved spheres of influence.
The Committee shall review plans for the future needs of OC San, 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 OC San wastewater treatment systems and support
facilities, including computerized systems, in accordance with the Board's established
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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 OC San wastewater
systems 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 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 Operations Committee;
(4) The Committee Vice Chair of the Operations Committee; and
(5) Ten (10) additional Directors 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 Administration Committee shall be eligible to serve concurrently on the
Operations Committee. In the absence of the Board Vice -Chairperson, his or her
Alternate Director may attend meetings of 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) Special and Ad Hoc Committees. In addition to the Standing
Committees, the Chairperson of the Board of Directors, 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.
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M. Alternate Directors: If a regular Director cannot attend a meeting of the
Operations Committee, the Administration Committee or the full Board of Directors, the
Director's alternate may attend in place of his or her regular Director. An alternate Director
may not, however, attend a meeting of any other Committee in the absence of his or her
regular Director. An Alternate Director serving in place of a regular member shall not act
as Chairperson or Vice Chairperson of the Board or any Committee, even if the absent
regular member serves as Chairperson or Vice Chairperson of one of those bodies. If the
regular Director and the Alternate Director are both unable to attend the meeting, the
regular Director may request that the meeting be teleconferenced. The request may be
approved, at the Board Chairperson's discretion, provided that all requirements of the
Ralph M. Brown Act (California Government Code Sections 54950 et seq.) are able to be
satisfied.
N. Motion to Refer to a Standing Committee. Any Director at a Board or
Committee meeting may move to have a policy or any other activity affecting OC San, 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.
O. All meetings of the Board of Directors shall be publicly available and recorded.
The audio/video recording of any open and public meeting shall be subject to inspection
pursuant to the California Public Records Act.
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
OC SAN 24-09-13
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 evidence 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.
Section 3: Resolution No. OC SAN 22-37 is hereby repealed.
Section 4: This Resolution shall become effective immediately.
PASSED AND ADOPTED at a regular meeting of the Board of Directors held
August 28, 2024.
Ryan P. Gallagher
Board Chairman
ATTEST:
Kelly Lore
Kell�(Aug 29, 202418:44 PDT)
Kelly A. Lore, MMC
Clerk of the Board
OC SAN 24-09-14
STATE OF CALIFORNIA )
ss
COUNTY OF ORANGE )
I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District,
do hereby certify that the foregoing Resolution No. OC SAN 24-09 was passed and
adopted at a regular meeting of said Board on the 28th day of August 2024 by the
following vote, to wit:
AYES: Brad Avery, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru,
Stephen Faessel, Ryan Gallagher, Johnathan Ryan Hernandez,
Stephanie Klopfenstein, Christine Marick, Scott Minikus, Andrew
Nguyen, Robert Ooten, Robbie Pitts, David Shawver, Schelly
Sustarsic, Chad Wanke, Bruce Whitaker, John Withers, Ted Bui
(Alternate) and Tom Lindsey (Alternate)
NOES: None
ABSENT: Joyce Ahn, Rose Espinoza, Farrah Khan and Jordan Nefulda
ABSTENTIONS: None
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of
Orange County Sanitation District this 28th day of August 2024.
Kelly Lore
Kell�(Aug 29, 202418:44 PDT)
Kelly A. Lore, MMC
Clerk of the Board of Directors
Orange County Sanitation District
OC SAN 24-09-15
BOARD PROCEDURES AND ORGANIZATION
SUMMARY OF MOTIONS
A. PRIVILEGED MOTIONS
Kind of
Second
Vote
Motion
Required
Debatable
Amendable
Required
Purpose
Adjourn
Yes
No
No
Majority
To end the
meeting
To Take a
Yes
No
No
Majority
To interrupt a
Recess
meeting for a
short time or to
provide an
intermission
Raise a
No
No
No
None
To obtain action
Question of
immediately in an
Privilege
emergency
B. MAIN MOTION AND RELATED
SUBSIDIARY MOTIONS
Kind of
Second
Vote
Motion
Required
Debatable
Amendable
Required
Purpose
Main
Yes
Yes
Yes
Majority
To introduce new
Motion
business
Amend
Yes
Yes
Yes
Majority
To modify or alter a
Main
motion
Motion
Substitute
Yes
Yes
Yes
Majority
To replace the main
Motion
motion entirely
OC SAN 24-09-16
Previous
Yes
No
No
Majority
To close debate on
Question
the main or
amended motion
immediately
Continue to
Yes
Yes
Yes
Majority
To defer action
a Certain
Time
To Table
Yes
No
No
Majority
To discontinue
consideration until
brought back by vote
of the Board
Take a
Yes
No
No
Majority
To bring before the
Motion
group a motion
from the
previously tabled
Table
Limit or
Yes
No
Yes
Majority
To limit or extend
Extend
limits of debate
Limits of
Debate
Refer to a
Yes
Yes
Yes
Majority
To place business in
Committee
hands of a
Committee
Withdraw a
No
No
No
None
To withdraw a
Motion
motion before it is
voted on
Reconsider
Yes
Yes
No
Majority
To secure a new
must be
vote on a motion
by a
previously voted
Director
upon
who voted
for the
prevailing
side on
the
original
motion
OC SAN 24-09-17
C. INCIDENTAL RULES
NON -RANKING
Kind of
Second
Vote
Motion
Required
Debatable
Amendable
Required
Purpose
Request to
Yes
No
No
Two-
To facilitate business
Suspend
Thirds
ordinarily contrary to
the Rules
the rules of the
organization
Override
Yes
No
No
Majority
To have Board
Order of
majority rule on the
the Chair
order
Point of
No
No
No
None
To enforce the rules
Order
of the organization
OC SAN 24-09-18
Resolution No.
Final Audit Report
OC SAN 24-09
2024-08-30
Created:
2024-08-29
By:
Kelly Lore (klore@ocsan.gov)
Status:
Signed
Transaction ID:
CBJCHBCAABAATer1muDj-r13YSJe_WIR8j8XYlgh_uBq
"Resolution No. OC SAN 24-09" History
Document created by Kelly Lore (klore@ocsan.gov)
2024-08-29 - 3:56:22 PM GMT- IP address: 65.206.195.5
Document emailed to Ryan Gallagher (rgallagher@mknassociates.us) for signature
2024-08-29 - 3:57:19 PM GMT
Email viewed by Ryan Gallagher (rgallagher@mknassociates.us)
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dp Document e-signed by Ryan Gallagher (rgallagher@mknassociates.us)
Signature Date: 2024-08-29 - 11:57:56 PM GMT - Time Source: server- IP address: 98.164.216.250
Document emailed to Kelly Lore (klore@ocsan.gov) for signature
2024-08-29 - 11:57:57 PM GMT
Email viewed by Kelly Lore (klore@ocsan.gov)
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i�p Document e-signed by Kelly Lore (klore@ocsan.gov)
Signature Date: 2024-08-30 - 1:44:15 AM GMT - Time Source: server- IP address: 65.206.195.5
Q Agreement completed.
2024-08-30 - 1:44:15 AM GMT
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