HomeMy WebLinkAbout2021-11-05 - Board of Directors Meeting Agenda PacketAGENDA
YORBA LINDA WATER DISTRICT
BOARD OF DIRECTORS SPECIAL MEETING
Friday, November 5, 2021, 3:00 PM
1717 E Miraloma Ave, Placentia CA 92870
1.PARTICIPATION INSTRUCTIONS
Due to the continuing state of emergency declared by the California Governor related to preventing the
spread of Coronavirus (COVID-19), and pursuant to California Government Code Section 54953(e), this
meeting will be facilitated in a hybrid format. As such, Directors and members of the public may choose
to participate in person or by video/teleconference. Information for accessing this meeting by telephone
or internet-based service is provided below. For questions regarding participation, please call the Board
Secretary at (714) 701-3020.
Computer/Mobile Device: https://us06web.zoom.us/j/89856962533
Telephone: (669) 900-6833 or (346) 248-7799
Meeting ID: 898 5696 2533
2.CALL TO ORDER
3.PLEDGE OF ALLEGIANCE
4.ROLL CALL
Phil Hawkins, President
J. Wayne Miller, PhD, Vice President
Trudi DesRoches, Director
Brooke Jones, Director
Tom Lindsey, Director
5.PUBLIC COMMENTS
Any individual wishing to address the Board or Committee is requested to identify themselves and state
the matter on which they wish to comment. If the matter is on the agenda, the Chair will recognize the
individual for their comment when the item is considered. No action will be taken on matters not listed on
the agenda. Comments are limited to three minutes and must be related to matters of public interest
within the jurisdiction of the Water District. (GC 54954.3)
6.ACTION CALENDAR
This portion of the agenda is for items where staff presentations and Board or Committee discussions
are needed prior to formal action.
6.1.Proposed Amendments to California Special Districts Association (CSDA)
Bylaws
Recommendation: That the Board of Directors: (1) review the proposed
amendments to CSDA's bylaws; (2) determine whether to vote in favor or not in
favor of the revisions; and (3) authorize staff to complete and submit the
associated ballot as instructed.
7.CLOSED SESSION
The Board may hold a closed session on items related to personnel, labor relations and/or litigation. The
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public is excused during these discussions.
7.1.Public Employee Performance Evaluation
Pursuant to Section 54957 of the California Government Code
Title: General Manager
8.ADJOURNMENT
8.1.The next regular Board meeting has been rescheduled to Wednesday,
November 17, 2021. Closed Session (if necessary) will begin at 5:30 p.m. and
regular business at 6:30 p.m.
Items Distributed to the Board Less Than 72 Hours Prior to the Meeting
Non-exempt materials related to open session agenda items that are distributed to a majority of the Board of
Directors (or Committee Members) less than seventy-two (72) hours prior to the meeting will be available for
public inspection in the lobby of the District’s Administrative building located at 1717 E Miraloma Ave, Placentia
CA 92870 during regular business hours. When practical, these materials will also be posted on the District’s
website at https://ylwd.com/. (GC 54957.5)
Accommodations for the Disabled
Requests for disability-related modifications or accommodations, including auxiliary aids or services, required for
participation in the above posted meeting should be directed to the Board Secretary at (714) 701-3020 at least 24
hours in advance. (GC 54954.2(a))
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ITEM NO. 6.1.
AGENDA REPORT
November 5, 2021
Board of Directors
MEETING DATE:
TO:
FROM:
SUBJECT:
Annie Alexander, Senior Executive Assistant / Board Secretary
Proposed Amendments to California Special Districts Association
(CSDA) Bylaws
RECOMMENDATION:
That the Board of Directors: (1) review the proposed amendments to CSDA's bylaws; (2)
determine whether to vote in favor or not in favor of the revisions; and (3) authorize staff to
complete and submit the associated ballot as instructed.
BACKGROUND:
Following receipt of feedback and suggestions over the last few years, CSDA has conducted
another review of the CSDA Bylaws. While there are numerous minor verbiage and grammar
updates, the more significant proposed amendments are summarized below:
Revised Rights of Regular Membership;
New category for Retired Non-Voting Individual Membership;
New section on the use of "member" in reference to Associate Members and Business
Affiliate Members;
Updates to the Termination of Membership section and addition of a new section
regarding Procedure for Termination of Membership;
Clarification on the process for handling a vacancy on the Board of Directors outside
the nomination period;
New Annual Report section added; and
New section prohibiting dual directorships with CSDA's Alliance partner, Special District
Risk Management Authority (SDRMA).
A redlined copy of the proposed amendments is attached for the Board's consideration. The
District's ballot to vote in favor or not in favor of these revisions must be submitted by
November 12, 2021, at 5:00 p.m. and will need be submitted electronically per CSDA's
instructions.
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PRIOR RELEVANT BOARD ACTION:
The Board of Directors routinely considers amendments to CSDA's bylaws and participates in
the balloting process. The last update to CSDA's bylaws took place in June 2016, for which
the Board cast a vote in favor of the recommended revisions.
ATTACHMENTS:
1.Proposed Amendments to CSDA Bylaws
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DRAFT CSDA Bylaws Updates – 2021 Page 1
DRAFT DRAFT DRAFT DRAFT DRAFT DRAFT
BYLAWS
California Special Districts Association
Approved Bylaw Revision Dates:
Revised 1996
Revised 1999
Revised 2004
Revised October 1, 2009
Revised August 2, 2010
Revised August 1, 2011
Revised July 1, 2014
Revised July 1, 2016
Revised November XX, 2021
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DRAFT CSDA Bylaws Updates – 2021 Page 2
TABLE OF CONTENTS
ARTICLE I – GENERAL ............................................................................................................. 4
Section 1. Purpose: ............................................................................................................... 4
Section 2. CSDA Networks: .................................................................................................. 4
Section 3. Principal Office: .................................................................................................... 4
ARTICLE II – MEMBERSHIP ..................................................................................................... 5
Section 1. Qualification of Membership: ................................................................................ 6
Section 2. Membership Application: ...................................................................................... 6
Section 3. Membership Dues: ............................................................................................... 6
Section 4. Membership Voting: .............................................................................................. 6
Section 5. Membership Quorum: ........................................................................................... 7
Section 6. Membership Meetings: ......................................................................................... 7
Section 7. Termination of Membership: ................................................................................10
Section 8. Procedure for Termination of Membership…………………………………………11
ARTICLE III – DIRECTORS ......................................................................................................11
Section 1. Number of Directors: ...........................................................................................11
Section 2 Term of Office: ......................................................................................................11
Section 3. Nomination of Directors: ......................................................................................11
Section 4. Election of Directors: ...........................................................................................12
Section 5. Event of Tie: ........................................................................................................13
Section 6. Director Vacancy: ................................................................................................13
Section 7. Director Disqualification: ......................................................................................15
Section 8. Powers of Directors: ............................................................................................15
ARTICLE IV – DIRECTOR MEETINGS.....................................................................................16
Section 1. Place of Meetings: ...............................................................................................16
Section 2. Ratification Meeting: ............................................................................................16
Section 3. Organization Meeting: .........................................................................................16
Section 4. Planning Session: ................................................................................................16
Section 5. Regular Meetings: ...............................................................................................16
Section 6. Special Meetings: ................................................................................................17
Section 7. Quorum: ..............................................................................................................17
Section 8. Board Meetings by Telephone and Electronic
Communications……………………………………….………………………………..……………13
Section 9. Official Records: ..................................................................................................17
ARTICLE V – OFFICERS .........................................................................................................18
Section 1. Number and Selection: ........................................................................................18
Section 2. Duties of the President: .......................................................................................18
Section 3. Duties of the Vice President: ...............................................................................18
Section 4. Duties of the Secretary: .......................................................................................18
Section 5. Duties of the Treasurer: ......................................................................................19
Section 6. Disbursement of Funds:.......................................................................................19
Section 7. Removal of Officers: ............................................................................................19
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ARTICLE VI – COMMITTEES ...................................................................................................20
Section 1. Committee Structure: ...........................................................................................20
Section 2. Committee Actions: .............................................................................................20
Section 3. Committee Meetings: ...........................................................................................20
Section 4. Standing Committees: .........................................................................................21
Section 5. Ad Hoc Committees: ............................................................................................22
Section 6. Special Committee of the Board: .........................................................................22
ARTICLE VII – INDEMNIFICATION ..........................................................................................23
Section 1. Right of Indemnity: ...............................................................................................23
Section 2. Approval of Indemnity: .........................................................................................23
Section 3. Insurance: ...........................................................................................................23
Section 4. Liability: ...............................................................................................................23
ARTICLE VIII – AFFILIATED CHAPTERS ................................................................................24
Section 1. Purpose: ..............................................................................................................24
Section 2. Organization: .......................................................................................................24
Section 3. Rules, Regulations and Meetings: .......................................................................24
Section 4. Financing of Affiliated Chapters: ..........................................................................25
Section 5. Legislative Program Participation: .......................................................................25
ARTICLE IX – AMENDMENTS TO THE BYLAWS ....................................................................26
Section 1. Amendment Proposals: .......................................................................................26
Section 2. Amendment Membership Meeting: ......................................................................26
Section 3. Written Bylaws Amendment Ballot: ......................................................................26
Section 4. Bylaws Amendment Ratification: .........................................................................27
EXHIBIT A ................................................................................................................................28
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ARTICLE I – GENERAL
Section 1. Purpose:
In addition to the general and specific purposes set forth in the Articles of Incorporation of the
California Special Districts Association (hereinafter referred to as “CSDA”), CSDA will provide
outreach, advocacy, professional development, information, and other
various services to member districts
. CSDA will interact and collaborate, where appropriate, with the
associations and groups that support or oppose its membership’s interests. The control and
governance of CSDA shall be the responsibility of CSDA’s Board of Directors (the “Board of
Directors”).
Section 2. CSDA Networks:
The state of California shall be divided along county boundaries into six voting networks. The
areas of the networks are determined by the Board of Directors of CSDA.
Section 3. Principal Office:
The principal business office of CSDA is located at 1112 I Street, Suite 200,
Sacramento, California 95814. The Board of Directors shall have authority to change the
principal office from one location to another.
ARTICLE II – MEMBERSHIP
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Section 1. Qualification of Membership:
There may be several classes of membership in CSDA, as determined by the Board of
Directors. The following classes have been adopted:
A. Regular Voting Members:
Regular voting members shall be any public agency formed pursuant to either general
law or special act for the local performance of governmental or proprietary functions
within limited boundaries, and which meets any one of the following criteria:
1. Meets the definition of “independent special district” set forth in Government
Code Section 56044 by having a legislative body comprised entirely of
elected members, or which members are
appointed to fixed terms; or
2. The following public agencies: (a) air quality management districts; (b) air
The following public agencies: (a) air quality management districts; (b) air
The following public agencies: (a) air quality management districts; (b) air
The following public agencies: (a) air quality management districts; (b) air
The following public agencies: (a) air quality management districts; (b) air
The following public agencies: (a) air quality management districts; (b) air
The following public agencies: (a) air quality
management districts; (b) air pollution control districts; (c) county water
agencies or authorities; (d) transit or rapid transit districts, or transportation
authorities; (e) metropolitan water districts; (f) flood control or water
conservation districts; (g) sanitation agencies.
Regular voting members shall not include any state, cities, counties, school
districts, community college districts, local agency formation commissions (LAFCOs),
dependent districts, or joint powers authorities (JPAs) except as may be specifically
referenced above.
Rights of Regular Membership: Regular voting members have voting privileges and may
hold seats on the Board of Directors. All Regular Members shall have the right to vote,
as set forth in these bylaws, on the election of directors, on the disposition of all or
substantially all of the corporation’s assets, on any merger and its principal terms and
any amendment of those terms, and on any election to dissolve the corporation. In
addition, Regular Members shall have all rights afforded members under the California
Nonprofit Public Benefit Corporation Law.
B. Associate Non-Voting Members:
Associate members shall be public agencies such as dependent
districts composed of appointees from a single public agency, cities, counties, joint
powers authorities, and other public agencies that do not
satisfy the criteria for regular voting membership specified in Section A above.
Commented [MH1]: This was removed because it conflicts with
the remaining portion of the provision and does not provide clarity
on whom is included or excluded.
Commented [NM2]: New provision based on CA Nonprofit
Law
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DRAFT CSDA Bylaws Updates – 2021 Page 6
Associate members have no voting privileges, except as approved members on a CSDA
committee, and may not hold a seat on the Board of Directors.
C. Business Affiliate Non-Voting Members:
Business Affiliate members shall be those businesses or organizations that
provide services to special districts and have evidenced interest in the purposes and
goals of CSDA. Business Affiliates have no voting privileges, except as approved
members on a CSDA committee, and may not hold a seat on the Board of Directors.
D. Retired Non-Voting Member (Individual Membership):
Retired Individual members shall be those persons that are retired from service as a
staff or board member at a special district and have at least 1 year of previous service.
Retired members shall not be affiliated with or serve as a consultant to any agency
eligible for regular, associate, or business affiliate membership in CSDA. Retired
members cannot be employed by a company that provides services or products to
special districts.
Retired members have no voting privileges and may not hold a seat on the CSDA Board
of Directors. Retired members may hold a seat and may have voting privileges on
any CSDA committee, with the exception of the Legislative Committee.
CSDA benefits available to retired members shall be determined by the CSDA Board of
Directors.
Section 2. Membership Application:
Application for membership to CSDA will be directed to staff, who will determine if the
applicant’s interest and purpose is in common with CSDA. If the applicant meets the
requirements of membership, the Board of Directors shall approve the new member by a
majority vote of the Board. Acceptance to membership shall authorize participation in CSDA
activities as specified in these Bylaws. The Board shall retain the authority to deny membership
in CSDA at its discretion.
Section 3. Membership Dues:
The membership dues of CSDA shall be established annually by a majority vote of the Board of
Directors at a scheduled Board meeting. Authority to adjust the dues shall remain with the
Board of Directors.
Section 4. Membership Voting:
Matters to be voted upon by the authorized voting membership shall be determined by the
Board of Directors in accordance with these Bylaws. Only those matters of which notice
has been given to voting members by CSDA may be voted upon.
A. Voting Designee:
Commented [NM3]: New provision adding individual
membership category for those that wish to stay involved/informed
after retirement
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In accordance with these Bylaws, regular voting members in good standing shall have
voting privileges. The governing body of each regular voting member shall designate
one representative from their respective district who shall have the authority to exercise
the right of the regular voting member to vote. Such voting designee shall be a Board
member or managerial employee of the regular voting member.
B. Voting Authorization:
Regular voting members who have paid the required dues as set by the Board of
Directors are members in good standing. Each regular voting member in good standing
shall be entitled to one vote on all matters brought before the membership for vote at
any meeting or by ballot.
C. Non-Voting Members:
CSDA may refer to Associate Members and Business Affiliate Members or other
persons or entities associated with it, as “members”, even though those persons or
entities are not voting Regular Members as set forth in Article II Section I A hereof. No
such reference as “members” shall constitute anyone as a voting member of this
corporation unless that person or entity has qualified for voting Regular Membership
pursuant to Article II Section I A of these Bylaws. The Board of Directors may adopt
policies which grant some or all of the rights of a Regular Member, other than voting
rights, to an Associate Member or Business Affiliate Member, but no such person or
entity shall be a Regular Member by virtue of such grant of rights.
Section 5. Membership Quorum:
A. Meeting Quorum:
Twenty-five voting designees, as defined in Article II, Section 4,
present at any annual or special meeting of the CSDA shall
constitute a quorum. No regular voting member shall have the right to vote by means of an
absentee or proxy ballot.
B. Mailed or Electronic Ballot Quorum:
Mail ballots or electronic ballots received from 25 voting designees officially designated by
each regular voting member shall constitute a quorum. Each regular voting member shall
be entitled to one vote. No regular voting member shall have the right to vote by means of
a proxy.
Section 6. Membership Meetings:
A. Annual Business Meeting:
The annual business meeting of the members shall be held at the Annual CSDA
Conference at such time and place as determined by the Board of Directors. Written
notice of the annual business meeting distributed by mail or electronically shall include
all matters that the Board intends to present for action and vote by the members.
Commented [NM4]: New provision clarifying the term
‘members’ and related references to the term
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B. Special Meetings:
Special meetings of the members may be called at any time by the President, by a
majority of the Board of Directors, or at least a quorum of the members (25 members).
Such a special meeting may be called by written request, specifying the general nature
of the business proposed to be transacted and addressed to the attention of and
submitted to the President of the Board. The President shall direct the Chief Executive
Officer to cause notice to be given promptly to the members stating that a special
meeting will be held at a specific time and date fixed by the Board. No business other
than the business that was set forth in the notice of the special meeting may be
transacted at a special meeting.
C. Notice of Meetings:
Whenever members are permitted to take any action at any annual or special meeting,
written notice of the meeting distributed by mail or electronically shall be given to each
member entitled to vote at that meeting. The notice shall specify the place, date and
hour of the meeting, and the means of
communication to be utilized by and between CSDA and its members, if any, through
which members may participate in the meeting. For the Annual Membership Meeting,
the notice shall state the matters that the Board intends to present for action by the
members. For a special meeting the notice shall state the general nature of the
business to be transacted and shall state that no other business may be transacted.
The notice of any meeting at which directors are to be elected shall include the names of
all persons who are nominees when notice is given.
1. Notice Requirements. Written notice of any annual membership meeting shall
be given at least 45 days before the meeting date either personally, by first class
registered or certified mail, or by electronic transmission.
2. Electronic Notice. Notice given by electronic transmission by CSDA shall be
valid if delivered by either (a) facsimile telecommunication or electronic mail when
directed to the facsimile number or electronic mail address for that main contact member
on record with CSDA; (b) posting on an electronic message board or network that CSDA
has designated for such communications, together with a separate electronic notice to
each member of the posting; or (c) any other means of electronic communication. Such
electronic transmission must be directed to a member which has provided to CSDA an
unrevoked consent to the use of electronic transmission for such communications. The
method of electronic communication utilized must create a record that is capable of
retention, retrieval and review by CSDA.
All such electronic transmissions shall include a written statement that each
member receiving such communication has the right to have the notice provided in non-
electronic form. Any member may withdraw its consent to receive electronic
transmissions in the place of written communications by providing written notice to
CSDA of such withdrawal of consent.
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Notice shall not be given by electronic transmission by CSDA if CSDA is
unable to deliver two (2) consecutive notices to a member by that means, or otherwise
becomes aware of the fact that the member cannot receive electronic communications.
D. Electronic Meetings:
Members not physically present in person at either an annual or special meeting of
members may participate in such a meeting by electronic transmission or by electronic
video screen communication by and between such members and CSDA. Any eligible
member participating in a meeting electronically shall be deemed present in person and
eligible to vote at such a meeting, whether that meeting is to be held at a designated
place, conducted entirely by means of electronic transmission, or conducted in part by
electronic communication between CSDA and those members who are not capable of
being physically present at such designated meeting place.
Annual and special meetings of the members may be conducted in whole or in part by
electronic transmission or by electronic video screen communication by and between
CSDA and its members if all of the following criteria are satisfied: (1) CSDA implements
reasonable procedures to provide members participating by means of electronic
communication a reasonable opportunity to participate in the meeting and to vote on
matters submitted to the members, including an opportunity to hear the proceedings of
the meeting including comments of members participating in person substantially
concurrent with such proceedings; and (2) any votes cast by a member by means of
electronic communication by and between CSDA and a member must be recorded and
maintained in the minutes by CSDA.
E. Majority Vote:
Any matter submitted to the membership for action or approval shall constitute the
action or approval of the members only when: (1) the number of votes cast by regular
voting members present at the meeting equals or exceeds the quorum requirement of 25
registered voters; and (2) the number of votes approving the action or proposal equals or
exceeds a majority (50% plus one) of the regular voting members present and casting
votes on the issue.
F. Solicitation of Written Ballots from Members:
All solicitations of votes by written ballot, whether by means of electronic communication
or first class mail, shall: (1) state the number of returned ballots needed to meet the
quorum requirement ; (2) state, with respect to returned ballots other
than for election of directors, that the majority of returned ballots must indicate approval
of each measure in order to adopt such measure; and (3) specify the time by which the
written ballot must be received by CSDA in order to be counted. Each written ballot so
distributed shall: (1) set forth the proposed action; (2) give members an opportunity to
specify approval or disapproval of each proposal; and (3) provide a reasonable time in
which to return the ballots to CSDA either electronically or by first class mail.
Each written ballot distributed by first class mail shall be mailed to each regular voting
member at least 45 days in advance of the date designated for return of the ballot by
each such member to CSDA. Written ballots transmitted electronically to members shall
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be electronically communicated at least 45 days in advance of the date designated for
return of the ballot by each member to CSDA.
G. Return of Ballots:
Written ballots shall be returned either by first class mail or by electronic communication
to either the principal business address of CSDA or CSDA’s designated electronic
format specified on the ballot prior to the close of business (5:00 pm) on the designated
election date. Written ballots received either by first class mail or electronic
communication from regular voting members after the specified date shall be invalid and
shall not be counted.
H. Number of Votes Required for Approval of Action on Written Ballot:
Approval by written ballot shall be valid only when (1) the number of votes cast by
written ballot either by means of electronic communication or first class mail within the
specified time equals or exceeds the quorum required to be present at a meeting
authorizing the action (25 votes); and (2) the number of approvals equals or exceeds the
number of votes that would be required for approval at a meeting of members, i.e. 50%
plus one of those participating members casting written ballots either electronically or by
first class mail.
Section 7. Termination of Membership:
A member shall not be in good standing, and membership may be terminated, on occurrence of
any of the following events:
A. Any member delinquent in the payment of dues for a period of three months after
said dues are due and payable, shall be notified in writing of such arrearage, and
shall be given written notice of possible termination. If such delinquent dues remain
unpaid for 45 days after notice, the delinquent member shall automatically
cease to be a member of CSDA. CSDA’s Chief Executive Officer may approve
special payment arrangements if deemed necessary including with those districts
that may be members of the Special District Risk Management Authority (SDRMA).
A.B. Determination by the Board of Directors that a member has failed in a material
and serious degree to observe the rules of conduct or operational policies of
CSDA, including but not limited to the Corporation’s Anti-Trust Policies or has
engaged in conduct materially and seriously prejudicial to this CSDA’s purposes and
interests.
Section 8. Procedure for Termination of Membership:
If grounds exist for terminating the membership of a member under Section 7 hereof, the
following procedures shall be followed:
Commented [NM5]: New provision based on CA Nonprofit
Law and Federal anti-trust laws
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A. The Board of Directors shall give the member at least 15 days prior written notice of
the proposed termination and the reasons for the proposed termination of
membership. Notice shall be given by any method reasonably calculated to provide
actual notice. Notice given by mail shall be sent by first-class mail to the member’s
last address as shown on CSDA records.
B. The member shall be given an opportunity to be heard, either orally or in writing, at
least 5 days before the effective date of the proposed termination of
membership. The hearing shall be held, or the written statement considered, by the
Board of Directors which is responsible for determining in its sole discretion whether
the termination of membership should occur.
C. The Board of Directors shall determine whether the membership shall be terminated.
The decision of the Board of Directors shall be final.
ARTICLE III – DIRECTORS
Section 1. Number of Directors:
The authorized number of elected directors to serve on the Board of Directors shall be 18. Each
regular voting member shall be limited to one seat on the Board.
There shall be three directors elected from each of the six CSDA networks. Directors elected
from each of the six networks shall hold staggered three-year terms.
Section 2 Term of Office:
Directors elected from each of the six networks shall hold staggered three-year terms.
After the annual election of directors, a meeting of the Board shall be held to ratify the election
results. The term of office of the newly elected persons shall commence on the following
January 1 and shall automatically terminate three years therafter.
Section 3. Nomination of Directors:
Nomination of Directors seeking to serve on the Board shall be by network. Any regular voting
member in good standing is eligible to nominate one person from their district to run for director
of CSDA. The CSDA director nominee shall be a member of the board of directors of
the district or a managerial employee as defined by that district’s board of directors.
Nomination of the director designee shall be made by a resolution or minute action of the
regular voting member’s Board of Directors. Only one individual from each regular voting
member district may be nominated to run at each election.
CSDA staff, in conjunction with the Elections and Bylaw Committee, will review all
nominations received and accept all that meet the qualifications set by these Bylaws. A slate of
each network’s qualified nominees will be transmitted by mail or electronic ballot to
that network’s regular voting membership for election pursuant to Article III, Section 4
Section 4. Election of Directors:
Commented [NM6]: New provision based on CA Nonprofit
Law and to outline process
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The Election and Bylaws Committee shall have primary responsibility for establishing and
conducting elections for the Board of Directors. The Committee may enforce any regulation
to facilitate the conduct of said elections. Directors shall be voted upon and
elected by the regular voting members from the network from which they are nominated.
The Election and Bylaws Committee shall meet each year to review, with staff, the networks
where election of directors will be necessary. The Committee will coordinate, with staff, the
dates nomination requests shall be mailed to the regular voting members, the official date for
the nomination requests to be received at the CSDA office, and set the date of the election.
A. Written Notice:
Written notice requesting nominations of candidates for election to the Board of Directors
shall be sent by first class mail or electronically to each regular voting member in good
standing on the date specified by the Election and Bylaws Committee, which shall be at
least 120 days prior to the election. The nominations must be received either by mail or
electronically by CSDA before the established deadline which shall be no later than 60
days prior to the election. Nominations received after the deadline date shall be deemed
invalid. In the event an incumbent does not re-run for their seat, the nomination period
for that network shall be extended by ten days.
B. Balloting and Election:
Voting for directors shall be by written ballot distributed by mail or by electronic
transmission by CSDA directly or via authorized third-party to members eligible to vote in
each network.
After the nomination period for directors is closed, a written ballot specifying the certified
nominees in each network shall be distributed by first class mail or electronically to each
regular voting member in that network. Each such regular member in good standing in
each network shall be entitled to cast one vote for each of that network’s open seats on
the Board. In the event there is more than one seat available for election, regular
members shall be entitled to a number of votes equal to the seats available for election
in their network.
The ballot for each network shall contain all nominations accepted and approved by
CSDA staff. In the event there is only one nomination in a network, the nominee shall
automatically assume the Seat up for election and a ballot shall not be mailed or
electronically transmitted. Staff will execute a Proof of Service certifying the date upon
which all regular voting members of each network were sent a ballot, either by first class
mail or by electronic transmission. The form of written ballot and any related materials
sent by electronic transmission by CSDA and completed ballots returned to CSDA by
electronic transmission by participating members must comply with all of the
requirements of Article II, Section 6(F-H) of these Bylaws. If a member does not consent
to electronic communication for balloting purposes, a form of written ballot will be mailed
to such participating member no later than 45 days prior to the date scheduled for such
election. All written ballots shall indicate that each participating member may return the
ballot by electronic communication or first class mail.
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All solicitations of votes by written ballot shall: (1) state the number of returned ballots
needed to meet the quorum requirement ; (2) state, with respect to ballots for
election of directors, that those nominees receiving the highest number of votes for each
Board position subject to election will be certified as elected to that Board position.
Election of a nominee to a Board position shall be valid only when: (1) the number of
votes cast by written ballot, transmitted either electronically or by first class mail, within
the time specified, equals or exceeds the quorum required to be present at a meeting of
members authorized in such action ; and (2) the number of written ballots approving
the election of a nominee must be the highest number of votes cast for each Board
position subject to election as would be required for an election of a nominee at a
meeting of the members.
Written ballots shall be returned either by first class mail or by electronic mail
communication to either the principal business address of CSDA or CSDA’s designated
electronic format specified on the ballot prior to the close of business (5:00 pm) on the
designated election date, which shall be at least 45 days prior to the Annual Conference.
Written ballots received either by first class mail or electronic communication after the
specified date shall be invalid and shall not be counted.
All written ballots received by mail shall remain sealed until opened in the presence of
the Election and Bylaws Committee chairperson or their designee. All electronic
ballots will be prepared, distributed, authenticated, received, tabulated, and kept secure
and confidential. Election documents will be retained as outlined in CSDA’s Board
approved records retention policy.
Section 5. Event of Tie:
In the event of a tie vote, a supplemental written ballot containing only the names of those
candidates receiving the same number of votes shall be distributed either by first class mail or
electronically to each regular voting member in the network where the tie vote occurred.
Those written ballots received by mail or electronically prior to the close of business (5:00 pm)
on the date designated by the Election and Bylaws Committee shall be considered valid and
counted. All supplemental written ballots received after the designated date whether by first
class mail or electronically shall be deemed invalid. All written ballots received either by mail or
electronically shall remain sealed as provided in Article III, Section 4.B of these Bylaws.
In the event the supplemental written ballot also results in a tie vote, the successful candidate
will be chosen by a drawing by lot.
Section 6. Director Vacancy:
In the event of a director vacating their seat on the Board of Directors, an individual who
meets the qualifications as specified in these Bylaws may be appointed or elected to complete
the director’s unexpired term.
A. Two or Three Vacant Seats in the Same Network:
In the event more than one seat on the CSDA Board of Directors in any one network is
vacant at the same time, such vacancies shall be filled by election. A written ballot shall
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be prepared; listing all nominees for that network accepted and approved by CSDA and
distributed o each regular voting member in each such network either by first class mail
or by electronic communication pursuant to the provisions of Article III, Section 4.A and
B of these Bylaws
Regular members of each network shall be entitled to cast one vote for each open seat
in that network by returning a completed written ballot to CSDA either by first class mail
or by electronic communication. The candidate receiving the most votes will be elected
to the vacant seat with the longest remaining term. The candidate receiving the second
highest number of votes will be elected to fill the vacant seat with the second longest
remaining term. The candidate receiving the third highest number of votes will be
elected to fill the vacant position with the third longest remaining term.
B. Vacancy Outside of Nomination Period
In the event of a vacancy occurring outside of the nomination period timeframe,
at the discretion of the CSDA Board, the vacancy may be filled by appointment or
special election. The CSDA Board at its discretion may leave a vacancy that occurs
outside of the nomination period unfilled until the next regularly scheduled election.
Should the CSDA Board choose to fill the vacancy by appointment, notification of the
vacancy and request for nominations shall be sent by regular mail or electronic
communication to all regular members in good standing in the network in which the
vacancy occurred. The network’s existing directors sitting on the CSDA Board shall
interview all interested candidates of that network and bring a recommendation to the
CSDA Board of Directors for consideration. The Board shall make the appointment to fill
the unexpired term of the vacated Board position.
Should the CSDA Board choose to fill the vacancy by special election, written notification
of the vacancy and request for nominations shall be sent either by first class mail or
electronically to each regular member in good standing in the network in which the
vacancy occurred. Nominations will be accepted for the vacant seat by first class mail or
by electronic communication and shall be placed on the written ballot for election in that
network. Such election shall be conducted pursuant to the provisions of Article III,
Section 4.A and B hereof.
C. Vacancy During Nomination Period:
In the event of a vacancy occurring during the nomination period, the vacancy shall be
filled by election. Written notification of the vacancy and request for nominations shall
be sent either by first class mail or electronically to each regular member in the network
in which the vacancy occurred. Nominations will be accepted for the vacant seat by first
class mail or by electronic communication and shall be placed on the written ballot for
election in that network. Such election shall be conducted pursuant to the provisions of
Article III, Section 4.A and B hereof.
D.
Section 7. Director Disqualification:
A. A director shall become disqualified from further service on the Board of Directors or
any committee upon the occurrence of any of the following:
Commented [NM7]: Based on edits to item “B” above, this
provision is no longer necessary
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1. A director’s district is no longer a member of CSDA;
2. A director is no longer a board member or an employee of a member
district;
3. A director is elected or appointed to the Board of Directors of the Special
District Risk Management Authority (SDRMA) or
1.4. A director’s resignation.
Any officer or director may resign at any time by giving written notice to the
President or CEO. Any such resignation shall take effect at the date of the receipt of
such notice or at any time specified therein.
B. The position of a director may be declared vacant by a majority vote of the CSDA
Board of Directors when a director is unexcused and fails to attend three
consecutive meetings of the Board or has not completed the Board Member
requirements and expectations as outlined in policy.
Section 8. Powers of Directors:
Subject to the limitations of these Bylaws, the Articles of Incorporation, and the California
General Nonprofit Corporation Law, all corporate powers of the CSDA shall be exercised by or
under the authority of the Board of Directors.
Directors shall serve without compensation. However, they shall be allowed reasonable
reimbursement for pre-approved expenses incurred in the performance of their duties as
Directors.
Annual Report: The Board of Directors shall cause an annual report to be sent to the
members within 120 days after the end CSDA’s fiscal year. That report shall contain the
following information, in appropriate detail:
• The assets and liabilities of CSDA as of the end of the fiscal year;
• The principal changes in assets and liabilities;
• CSDA’s revenue or receipts, both unrestricted and restricted to particular purposes;
• CSDA’s expenses or disbursements for both general and restricted purposes.
The CSDA Annual Financial Audit shall serve as the Annual Report of CSDA.
Section 9. No Dual Directorships:
During any period that CSDA is a participant in the Alliance Executive Council
Memorandum of Understanding (MOU), the Board of Directors of CSDA shall appoint three (3)
members of its board to serve as members of the Alliance Executive Council. No member of the
Board of Directors of CSDA shall serve as a director on the board of
SDRMA during the term of the MOU. In the event a director is elected
to SDRMA, that director shall immediately be disqualified from further service on the
Board of Directors of CSDA.
Commented [MH8]: This has been added to reflect current
policy.
Commented [NM9]: New provision based on CA Nonprofit
Law
Commented [NM10]: New provision to reflect provision in
SDRMA’s JPA and current practice
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ARTICLE IV – DIRECTOR MEETINGS
Section 1. Place of Meetings:
Meetings of the Board of Directors shall be held in the state of California, at such places as the
Board may determine. Directors may participate and have voting privileges remotely from other
states and countries.
Section 2. Ratification Meeting:
Following the election of Directors, the Board shall hold a meeting at such time and place as
determined by the Board for the purpose of ratifying the newly elected directors and to transact
other business of CSDA.
Section 3. Organization Meeting:
After the ratification meeting, an organizational meeting of the Board shall be held at such time
and place as determined by the Board for the purpose of electing the officers of the Board of
Directors and the transaction of other business of CSDA.
Section 4. Planning Session:
As directed by the Board of Directors, a special Strategic Planning Meeting shall be held to
review, evaluate, and update the plans, policies and activities related to the business
interests of CSDA. Timing and intervals of the Strategic Planning Meeting shall be determined
by the Board of Directors.
Section 5. Regular Meetings:
The dates of the regular meetings of the Board of Directors shall be ratified at the last Board
meeting of the previous year. The meetings shall be held at such time and place as the Board
may determine. The dates and places of the Board meetings shall be published in the CSDA’s
publications for the benefit of the members.
Section 6. Special Meetings:
A special meeting of the Board of Directors may be called for any purpose at
any time by the President or by any group of 10 directors or as described in Article II, Section
6.B.
Such meetings may be held at any place designated by the Board of Directors. In the event
directors are unable to personally attend the special meeting, teleconferencing means will be
made available.
Notice of the time and place of special meetings shall be given personally to the directors, or
sent by written or electronic communication. All written notices shall be sent at least ten days
prior to the special meeting and electronic notices at least five days prior.
Section 7. Board of Directors Meeting Quorum:
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A quorum of the Board of Directors for the purpose of transacting business of the CSDA shall
consist of ten directors. A majority vote among at least ten directors present at a duly noticed
meeting shall constitute action of the Board of Directors.
Section 8. Board Meetings by Telephone and Electronic Communications:
Any Board meeting may be held by conference telephone, video screen communication or other
electronic communications equipment. Participation in such a meeting under this Section shall
constitute presence in person at the meeting if both of the following apply: (a) each Board
member participating in the meeting can communicate concurrently with all other Board
members; and (b) each member of the Board is provided a means of participating in all matters
before the Board, including the capacity to propose or interpose an objection to a specific action
to be taken by CSDA, and the capacity to vote on any proposal requiring action of the Board.
Section 9. Official Records:
All official records of the meetings of the CSDA shall be maintained at the principal business
office of the CSDA or on official CSDA electronic file server(s).
ARTICLE V – OFFICERS
Section 1. Number and Selection:
The officers of CSDA shall be the President, Vice President, Secretary, Treasurer and the
Immediate Past President. The officers shall be elected annually from the
members of the Board of Directors without reference to networks. All officers shall be
subordinate and responsible to the CSDA Board of Directors and shall serve without
compensation.
Each officer shall hold office for the term of one year, or until resignation or disqualification.
The Board of Directors may appoint such other officers as the business of CSDA may require.
Each of the appointed officers shall hold office for such period, have such authority, and perform
such duties as are provided in these Bylaws or as the Board of Directors may determine.
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Section 2. Duties of the President:
The President shall be the chief officer of the CSDA and shall, subject to the approval of the
Board of Directors, give supervision and direction to the business and affairs of CSDA.
The President shall preside at all Board of Director and membership meetings. The President
shall be an ex-officio member of all Standing Committees. The President shall appoint
committee chairs and vice-chairs and members of the Standing Committees, subject to
confirmation by the Board of Directors.
The President shall have the general powers, duties and management usually vested in the
office of the president of a corporation. The President shall have such other powers and duties
as may be prescribed by these Bylaws or by the vote of the Board of Directors.
Section 3. Duties of the Vice President:
In the absence of, or disability of the President, the Vice President shall perform all of the duties
of the President. When so acting, the Vice President shall have all the powers of the President,
and be subject to all the restrictions upon the President.
The Vice President shall be an ex-officio member of all of the Standing Committees.
Section 4. Duties of the Secretary:
The Secretary or a designee appointed by the Board of Directors shall give notice of meetings
to the Board of Directors, and notices of meetings to the members as provided by these Bylaws.
The Secretary or designee shall record and keep all motions and resolutions of the Board. A
record of all meetings of the Board and of the members shall be maintained. All written records
of the Secretary shall be kept at the business office of CSDA.
A list of the membership of CSDA shall be maintained by the Secretary or such designee. Such
record shall contain the name, address and type of membership, of each member. The date of
membership shall be recorded, and in the event the membership ceases, the date of
termination.
The Secretary or designee shall perform such other duties as may be required by law, by these
Bylaws, or by the Board of Directors.
Section 5. Duties of the Treasurer:
The Treasurer or a designee appointed by the Board of Directors shall keep and maintain
adequate and correct accounts of the properties and the business transactions of CSDA,
including accounts of its assets, liabilities, receipts, disbursements, gains and losses. The
books of account shall at all times be open to inspection by any director or member of the
CSDA.
The Treasurer or designee shall be responsible to cause the deposit of all moneys of the CSDA,
and other valuables in the name and to the credit of CSDA, with such depositories as may be
designated by the Board of Directors.
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The Treasurer or designee, shall disburse, or cause to be disbursed by persons as authorized
by resolution of the Board of Directors, the funds of CSDA, as ordered by the Board of
Directors.
The Treasurer or designee shall serve as chair of the CSDA Fiscal Committee. The Treasurer
shall render to the President and the Board of Directors an account of all financial transactions
and the financial condition of CSDA at each Board meeting and on an annual basis, or upon
request of the Board.
The Treasurer or designee shall, after the close of the fiscal year of CSDA, cause an annual
audit of the financial condition of CSDA to be done.
The Treasurer or such designee shall perform such other duties as may be required by law, by
these Bylaws, or by the Board of Directors.
Section 6. Disbursement of Funds:
No funds shall be disbursed by CSDA unless a check, draft or other evidence of such
disbursement has been executed on behalf of CSDA by persons authorized by resolution of the
Board of Directors.
Section 7. Removal of Officers:
Officers of the Board may be removed with or without cause at any meeting of the Board of
Directors by the affirmative vote of a majority of the Board of Directors present at such meeting.
ARTICLE VI – COMMITTEES
Section 1. Committee Structure:
Each committee shall have a chair and a vice-chair who shall be directors of the Board of
Directors. Each committee shall have at least two Board members and no more than nine
Board members. Directors may be appointed as alternate members of a committee, in the
event of an absent committee member.
Other members of any committee may include designees of regular, associate or Business
Affiliate members.
Section 2. Committee Actions:
All actions of any committee of the CSDA shall be governed by and taken in accordance with
the provisions of these Bylaws. All committees shall serve at the pleasure of the Board and
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have such authority as provided by the Board of Directors. Minutes of each committee meeting
shall be kept and each committee shall present a report to the Board of Directors at each
scheduled Board meeting.
No committee may take any final action on any matter that, under these Bylaws, or under the
California Nonprofit Public Benefit Corporation Law, also requires approval of the members of
the CSDA.
All committees, regardless of Board resolution, are restricted from any of the following actions
as imposed by the California Nonprofit Public Benefit Corporation Law:
• No committee may fill vacancies on the Board of Directors or on any committee that
has authority of the Board, establish any other committees of the Board, or
appoint the members of the committees of the Board.
• No committee may fix compensation of the directors for serving on the Board or on any
committee, expend corporate funds to support a nominee for director, or approve any
contract or transaction to which CSDA is a party and in which one or more of its directors
has a material financial interest.
• No committee may amend or repeal Bylaws or adopt new Bylaws or amend or repeal
any resolution of the Board that by its express terms is not subject to amendment or
repeal.
Section 3. Committee Meetings:
Meetings of the committees of CSDA shall be held in accordance with the provisions of these
Bylaws. The time and place for regular meetings of such committees may be determined by the
Board or by such committees. Special meetings of the committees may be called by the chair
of such committee, or by the Board of Directors.
Written notice of any regular or special committee meeting may be given either personally, by
first class mail, or by electronic transmission as specified in Article II, Section 6.C.2 of these
Bylaws. Any committee meeting may also be held by conference telephone,
web conference or other electronic communication equipment. Participation in
such a meeting under this Section shall constitute presence in person at the committee meeting
if both of the following apply: (a) each committee member participating in the meeting can
communicate concurrently with all other committee members; and (b) each member of the
committee is provided a means of participating in all matters before the committee, including the
capacity to propose or interpose an objection to a specific action to be taken by that committee,
and the capacity to vote on any proposal requiring action or recommendation by the committee.
Section 4. Standing Committees:
Standing Committees of CSDA shall be advisory in nature except for the Finance Corporation
(see Section 4D). The Standing Committees are: Executive, Professional Development,
Elections and Bylaw, Finance Corporation, Fiscal, Legislative, Member Services and Audit.
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The President shall recommend the appointment of committee officers and members of each
Standing Committee except the Executive Committee. All committee members are subject to
ratification by the Board of Directors.
A. Executive Committee:
The Executive Committee shall consist of all officers of CSDA:
Subject to these Bylaws and approval of the Board of Directors, the Executive
Committee shall have full power, authority and responsibility for the operation and
function of the CSDA.
B. Professional Development Committee:
The Professional Development Committee shall provide advice, feedback and general
guidance for CSDA professional development programs and events.
C. Election and Bylaws Committee:
The Election and Bylaws Committee shall be responsible for conducting all elections for
the CSDA Board of Directors as provided in these Bylaws. The Committee shall annually
review the Bylaws and shall be responsible for membership vote on any bylaw changes
and approval of election materials.
D. Finance Corporation Committee:
The Finance Corporation Committee shall serve as ex officio members of the Board of
Directors of the CSDA Finance Corporation, a California non-profit public benefit
corporation organized to provide financial assistance to CSDA members in acquiring,
constructing and financing various public facilities and equipment for the use and benefit
of the public. The Finance Corporation Committee is not an advisory committee, but
rather has all of the powers described in the CSDA Finance Corporation Bylaws, which
are incorporated herein by this reference. Such powers include the powers to manage
and control the business affairs of the corporation, to approve policies for the
corporation’s operations, and to enter into all contracts necessary to provide financial
assistance to CSDA members.
E. Fiscal Committee:
The Treasurer shall serve as the chair of the Fiscal Committee and shall, with the
Committee, be responsible for oversight of all the financial transactions of the CSDA. An
annual budget shall be reviewed by the committee and ratified by the Board of Directors.
F. Legislative Committee:
The Legislative Committee shall be responsible for the development of CSDA’s
legislative agenda and advocacy priorities. The Legislative Committee shall review,
direct and assist the CSDA Advocacy and Public Affairs Department with legislative and
public policy issues.
G. Member Services Committee:
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The Member Services Committee shall be responsible for recruitment and retention
activities as well as recommendation of new members and benefits to the CSDA Board
of Directors. All new members shall be ratified by the Board of Directors.
H. Audit Committee:
The Audit Committee is responsible for maintaining and updating internal
controls. The Committee selects the Auditor for Board of Directors approval and
provides guidance to the auditors on possible audit and fraud risks. The Committee
reviews the audit and management letter and makes recommendation to the Board of
Directors for action.
Section 5. Ad Hoc Committees:
The President may appoint other Ad Hoc Committees and their officers as may be determined
necessary for the proper operation of the CSDA. The Standing Committees and the Ad Hoc
Committees shall plan and authorize such programs as may be directed by the Board of
Directors.
The Ad Hoc Committees shall be advisory in nature and shall be composed of at least two
members of the Board of Directors. Other members of such committees may include designees
of regular, associate or professional members, or members of the public, as approved by the
Board of Directors.
Section 6. Special Committee of the Board:
A Special Committee may be granted authority of the Board as a Committee of the Board, as
required by the California Nonprofit Public Benefit Corporation Law, provided by a specific
resolution adopted by a majority of the Board of Directors then in office. In such case, the
Special Committee shall be composed exclusively of two or more directors, but less than a
quorum of the Board of Directors.
ARTICLE VII – INDEMNIFICATION
Section 1. Right of Indemnity:
To the fullest extent permitted by law, the CSDA shall defend, indemnify and hold harmless both
its past and present directors, officers, employees and other persons described in Section
5238(a) of the California Corporations Code, against any and all actions, expenses, fines,
judgments, claims, liabilities, settlements and other amounts reasonably incurred by them in
connection with any “proceeding”, as that term is used in the Section 5238(a) of the California
Corporations Code.
“Expenses”, as used in these Bylaws, shall have the same meaning as in Section 5238(a) of the
California Corporations Code.
Section 2. Approval of Indemnity:
On written request to the Board by any person seeking indemnification under Section 5238(b) or
Section 5238(c) of the California Corporations Code, the Board shall promptly determine under
Section 5238(e) of the California Corporations code whether the applicable standard of conduct
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set forth in Section 5238(b) or Section 5238(c) has been met, and if so, the Board shall
authorize indemnification.
If the Board cannot authorize indemnification because the number of directors who are parties
to the proceeding with respect to which indemnification is sought prevents the formation of a
quorum of directors who are not parties to that proceeding, the Board shall promptly call a
meeting of the members.
At the request for indemnification meeting, the members shall determine under Section 5238(e)
of the California Corporations Code whether the applicable standard or conduct set forth in
Section 5238(b) or Section 5238(c) has been met, and, if so, the members present at the
meeting in person or by proxy shall authorize indemnification.
Section 3. Insurance:
CSDA shall have the right to purchase and maintain insurance to the full extent permitted
by law, on behalf of its officers, directors, employees, and agents, against any liability asserted
against or incurred by any officer, director, employee or agent in such capacity, or arising out of
the officer’s, director’s, employee’s, or agent’s status as such.
Section 4. Liability:
No member, individual, director, or staff member of the CSDA shall be personally liable to the
CSDA’s creditors, or for any indebtedness or liability. Any and all creditors shall look only to the
CSDA’s assets for payment.
ARTICLE VIII – AFFILIATED CHAPTERS
Section 1. Purpose:
The purpose of affiliated chapters is to provide local forums of members for the discussion,
consideration and interchange of ideas concerning matters relating to the purposes and powers
of special districts and the CSDA.
The affiliated chapters may meet to discuss issues bearing upon special districts and the CSDA.
The chapters may make recommendations to the CSDA’s Board of Directors.
Section 2. Organization:
The regular voting members of CSDA are encouraged to create and establish affiliated
chapters. In order to be recognized as a CSDA Chapter, each Chapter must approve and
execute a Chapter Affiliation Agreement in order to obtain the right to use the CSDA name,
logo, membership mailing list, intellectual property, endorsements, and CSDA staff support and
technical assistance in conducting Chapter activities. The terms and conditions of the Chapter
Affiliation Agreement are incorporated herein by this reference.
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Each chapter formed prior to August 1, 2011
must have at least one CSDA member in their membership at all times, including but not limited
to the following chapters: Alameda, Butte, Contra Costa, Kern, Marin, Monterey, Orange
(ISDOC), Placer, Sacramento, San Bernardino, San Diego, San Luis Obispo, San Mateo, Santa
Barbara, Santa Clara and Ventura. Such existing chapters may include as members: local
organizations and businesses, districts and professionals who are not members of CSDA.
New chapters formed after August 1, 2011, are required to have 100 percent of their special
district members as current members of CSDA in order to be a chapter affiliate of CSDA.
Such chapters may include as members: local organizations/businesses and professionals
who are not members of CSDA.
Affiliated chapters shall be determined upon approval and execution of the Chapter Affiliation
Agreement by the chapter and approval and ratification of the Chapter Affiliation Agreement by
the CSDA Board of Directors. The chapters shall be required to provide updated membership
lists to the CSDA at least annually or upon request by the President or CEO.
No partnership or joint venture shall be established between CSDA and its affiliated chapters
by reason of the
provisions of these Bylaws or the Chapter Affiliation Agreement.
Section 3. Rules, Regulations and Meetings:
Each affiliated chapter shall adopt such rules and regulations, meeting place and times as the
membership of such affiliated chapter may decide by majority vote. Rules and regulations of
the affiliated chapter shall not be inconsistent with the Articles of Incorporation or Bylaws of
CSDA.
Section 4. Financing of Affiliated Chapters:
No part of CSDA’s funds shall be used for the operation of the affiliate chapters. CSDA is not
responsible for the debts, obligations, acts or omissions of the affiliate chapters.
Section 5. Legislative Program Participation:
Affiliate chapters may function as a forum regarding federal, state and local
legislative issues. The chapters may assist CSDA in the distribution of information to their
members.
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ARTICLE IX – AMENDMENTS TO THE BYLAWS
Section 1. Amendment Proposals:
Any regular voting member in good standing may propose changes to these Bylaws. The
proposed amendments shall be reviewed by the Board of Directors and submitted to the
Election and Bylaws Committee for their study.
After examination by the Election and Bylaws Committee and upon approval by the Board of
Directors the amendment proposals may be submitted for vote at the Annual Business meeting
of the members held by CSDA, at a specially called meeting, or by mail or electronic ballot.
Section 2. Amendment Membership Meeting:
Prior notice in writing of the proposed amendments to these Bylaws shall be given either by first
class mail or by electronic transmission by the Board of Directors to the regular voting members
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in good standing, not later than 45 days in advance of the amendment meeting pursuant to the
provisions of Article II, Section 6.C of these Bylaws. The electronic notice shall include copies of
the proposed amendments.
Electronic copies of the proposed amendments shall also be available on the CSDA website
for review by the regular voting members prior to the meeting. Copies of the proposed
amendments shall also be available for the regular voting members at the amendment
membership meeting.
The amendment membership meeting may be conducted as an electronic meeting pursuant to
the provisions of Article II, Section 6.D of these Bylaws.
Section 3. Written Bylaw Amendment Ballot:
The Board of Directors of CSDA may submit Bylaw amendments for approval of regular voting
members by mail or electronic ballot rather than by means of an amendment membership
meeting.
When a written ballot is used to amend these Bylaws, the ballot shall include the text of all
proposed Bylaw amendments the Board of Directors intends to present for vote by the
members. Such written ballot shall contain the information specified in Article II, Section 6.F of
these Bylaws and shall be distributed to regular voting members either by first class mail or by
electronic transmission at least 45 days in advance of the date designated for return of the
ballot.
Written ballots shall be returned either by first class mail or by electronic communication to
either the principal business address of CSDA or CSDA’s designated electronic format specified
on the ballot prior to the close of business (5:00 pm) on the designated election date. Written
ballots received either by first class mail or electronic communication after the specified date
shall not be counted and will be deemed invalid.
Section 4. Bylaw Amendment Ratification:
A. Membership Meeting:
The proposed Bylaw amendments shall be deemed adopted by the members when the
number of votes cast by regular voting members present at such membership meeting
meets or exceeds the required quorum of 25 regular voting members, and the number of
votes cast approving the Bylaw amendments constitutes a majority of votes cast, i.e.,
50% plus one of regular voting members casting ballots at such meeting.
B. Mail or Electronic Ballot:
The proposed Bylaw amendment/s shall be deemed adopted by a majority of the regular
voting members by mail or electronic ballot when the provisions of Article II, Section 6.H
of these Bylaws have been satisfied.
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EXHIBIT A Updated November 1, 2019
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