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HomeMy WebLinkAbout2011-06-23 - Resolution No. 11-15 RESOLUTION NO. 11-15 RESOLUTION OF THE BOARD OF DIRECTORS 3 OF THE YORBA LINDA WATER DISTRICT AMENDING BOARD OF DIRECTORS RULES FOR ORGANIZATION AND PROCEDURE AND RESCINDING RESOLUTION NO. 07-16 WHEREAS, the Yorba Linda Water District was formed pursuant to Division 12 of the Water Code of the State of California; and WHEREAS, Section 30530 of the Water Code provides that the Board shall establish rules for its proceedings; and WHEREAS, such rules for proceedings were formerly established and adopted by Resolution No. 07-16; and WHEREAS, it is the desire of the Board of Directors to amend these rules. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Yorba Linda Water District as follows: Section 1. The Board of Directors does hereby adopt "Rules for Organization and Procedure" as attached hereto and by this reference incorporated herein. i Section 2. The "Rules of Organization and Procedure" of the Board of Directors may be changed at any time by Resolution of the Board. Section 3. The "Rules for Organization and Procedure" shall take effect immediately upon adoption by the Board of Directors and that Resolution No. 07-16 is hereby immediately rescinded. PASSED AND ADOPTED this 23rd day of June, 2011 by the following called vote: AYES: Directors Beverage, Hawkins, Kiley and Melton NOES: None ABSTAIN: None ABSENT: Director Collett - Michael J. Bev age, Presid Yorba Linda Water District i Resolution No. 11-15 Amending Board of Directors Rules for Organization and Procedure 1 ATTEST: Ken Vecchiarelli, Secretary Yorba Linda Water District Reviewed as to form by General Counsel: rthur . Kidman, Esq. Kidman, Behrens & Tague, LLP s G Resolution No. 11-15 Amending Board of Directors Rules for Organization and Procedure 2 Yorba Linda Water District Board of Directors Rules for Organization and Procedure Section 1. Purpose. It is the policy of the Yorba Linda Water District ("District") that all meetings of the Board of Directors of the District ("Board") shall be open and public and all persons are invited to attend. The Board provides these Rules for Organization and Procedure for the purpose of informing its own members, District staff, consultants and the general public regarding the laws, rules and procedures that govern the conduct of meetings held by the Board. Section 2. Board Officers and Other Officers of the District. 2.1 A President of the Board and a Vice President shall be elected annually at the District's reorganization meeting held at the first regular meeting of the Board in December of every year. The President shall assume the chair of the Presiding Officer immediately after election. 2.2 The President shall make Committee assignments, subject to consent of the Board, annually by the first meeting of the Board of Director's to be held in January of the subsequent year. 2.3 If the President is absent from a meeting of the Board, the Vice-President shall serve as the Presiding Officer. If both the President and Vice-President are absent, the Secretary shall take the chair so that the Directors present may elect a Presiding Officer. Upon late arrival of the President or Vice-President at the meeting, the chair shall be relinquished at the first opportunity not disruptive to the conduct of business. Revised 06/17/11 1 2.4 In the event the President becomes incapacitated or is otherwise unable to act in his or her official capacity, as determined by a majority of the Board, the Vice President shall serve until the incapacity is cured or relieved. In the event the Vice President becomes incapacitated or is otherwise unable to act in his or her official capacity, as determined by a majority of the Board, an interim Vice President shall be elected at the District's next regular meeting of the Board to serve until the incapacity is cured or relieved. 2.5 The Presiding Officer, established pursuant to these Rules, shall conduct the proceedings of the Board. 2.6 The Presiding Officer shall sign all ordinances, resolutions and contract documents approved and adopted by the Board. i 2.7 A General Manager shall be appointed by a majority vote of the Board and serve at the pleasure of the Board. The General Manager shall perform all duties set forth in the County Water Districts Law (Water Code, § 30000 et seq.), set forth in these Rules for Organization and Procedures, set forth in the General Manager's contract with the District, imposed by the Board and in accordance with governing laws and regulations. 2.8 A Secretary and Assistant Secretary shall be appointed by majority vote of the Board and serve at the pleasure of the Board. The Secretary, or the Assistant Secretary in the absence of the Secretary, shall attest all ordinances and resolutions approved and adopted by the Board, countersign all contract documents approved and adopted by the Board of Directors, prepare the Minutes of each meeting held by the Board, and perform all duties set forth in the County Water Districts Law (Water Code, § 30000 et seq.), set Revised 06/17/11 2 forth in these Rules for Organization and Procedure, imposed by the Board and in accordance with governing laws and regulations. 2.9 A Treasurer shall be appointed by majority vote of the Board and serve at the pleasure of the Board. The Treasurer shall perform all duties set forth in the County Water Districts Law (Water Code, § 30000 et seq.), set forth in these Rules for Organization and Procedure, imposed by the Board and in accordance with governing laws and regulations. 2.10 A member of the Board shall not serve as the General Manager, Secretary, Assistant Secretary or Treasurer. The same person may be appointed as General Manager and Secretary or Secretary and Treasurer. There shall be no additional compensation for also serving as Secretary, Assistant Secretary or Treasurer if the individual so serving is an employee of the District. 2.11 The Board of Directors of the Yorba Linda Water District shall serve as Officers of the Yorba Linda Water District Public Financing Corporation. The officers of the Corporation shall be updated annually at the District's reorganization meeting held at the first regular meeting of the Board. The person serving as the President of the Governing Board of the District shall serve as the President of the Corporation. The person serving as Vice President of the Governing Board of the District shall serve as Vice President of the Corporation. The person serving as Board Secretary to the Governing Board of the District shall serve as Secretary of the Corporation. The person serving as the Treasurer of the District shall serve as Treasurer of the Corporation. I Revised 06/17/11 3 Section 3. Regular Meetings of the Board of Directors. All regular meetings shall be held at the time and place so designated by resolution adopted by the Board. Section 4. Special Meetings of the Board of Directors. The manner, procedure and agenda requirements for special meetings shall comply with Government Code section 54956. Section 5. Quorum. Three (3) of the five (5) Directors elected or appointed to the Board shall constitute a quorum for any meeting of the Board. Irrespective of the number of Board members constituting a quorum for a particular meeting, a majority vote of the Board shall consist of at least three votes. Section 6. Board Business. 6.1 Any matter which is to be considered for approval or adoption by the Board at the meeting must be submitted to the Board as part of an agenda according to Government Code section 54950 et seq. All ordinances, resolutions and contracts shall be reviewed by legal counsel and approved as to form and legality prior to submission for consideration by the Board. 6.2 The Secretary of the District shall, under the direction of the General Manager, prepare an agenda of such matters according to Section 7 herein, entitled "Order of Business," including a description of the items to be considered or discussed and, where deemed appropriate by the General Manager, a staff recommendation for each item. Revised 06/17/11 4 6.3 A copy of the agenda for every meeting of the Board shall be posted at least 72 hours prior to the meeting on a bulletin board outside the District offices. Once posted, copies of the complete agenda and supporting materials shall be available for public inspection during business hours at the District offices and the District's website. 6.4 Members of the Board may attend District Board and Committee meetings via teleconference provided the meeting has been duly noticed as a teleconference meeting in compliance with requirements of the Brown Act. Duly noticed teleconference locations may be outside the District's jurisdictional boundaries, but for purposes of establishing a quorum of the Board, at least three (3) Directors must be participating in the meeting from within the District's jurisdictional boundaries. A Director is entitled to participate fully in the meeting and vote from a teleconference location, and all votes -v - shall be taken by roll call. 6.5 A copy of the agenda for all special meetings of the Board shall be posted at the District offices at least 24 hours in advance of the special meeting. 6.6 A copy of each agenda for a meeting of the Board shall be mailed to members of the public so requesting them in writing. Any member of the public requesting a copy of a complete agenda and supporting materials shall be charged, in advance, for reproduction costs plus mailing expenses. Exceptions are public agencies, members of the public who request a copy of the agenda without supporting materials and individuals requesting a copy of an agenda, with or without supporting materials, that contains a specific matter involving that individual as a party. Revised 06/17/11 5 6.7 The Board may take action on items not appearing on the posted agenda under the following circumstances: 6.7.1 Upon determination by a majority vote of the Board that an emergency, work stoppage or crippling disaster exists that impair public health and/or safety. 6.7.2 Upon determination by a two-thirds vote of the Board, or by all Directors if only three Directors are present, that a matter came to the attention of the District subsequent to posting the agenda that needs immediate action by the Board. 6.7.3 When an item was posted on the agenda of, and was continued from, a meeting held not more than five (5) days earlier. i Section 7. Order of Business. 7.1 Upon convening the meeting at the hour set on the date of each meeting, the members of the Board, the Secretary and General Manager of the District shall take their regular stations in the Board Meeting Room, and the business of the Board shall be taken up for consideration. The Presiding Officer shall immediately call the Board to order and lead in the Pledge of Allegiance to the flag of the United States of America. 7.2 Before proceeding with the business of the Board, the Secretary shall call the roll of the Directors. The Secretary shall enter the names of all Directors, Officers, staff members and visitors (if known) present in the Minutes of the meeting. I Revised 06/17/11 6 7.3 If a quorum is present, the Secretary shall so advise the Presiding Officer. If a quorum 1 is not present, the Secretary may adjourn the meeting to a time certain for the purpose of obtaining a quorum. Any such reconvened regular meeting shall not constitute a special meeting. In the event a regular or special meeting of the Board is adjourned to a time and date certain, the Secretary shall post a notice of adjournment on the bulletin board outside the District offices within 24 hours of such adjournment. 7.4 The Presiding Officer may, on his or her own initiative or at the request of any two Directors, take any item of business out of order, either as to the general order of business or as to the specific agenda as the Secretary has prepared it. 7.5 The Order of Business taken up for consideration by the Board is generally organized so that high priority matters are addressed at the beginning of the meeting, and is generally in the following sequence: • Introductions and Presentations • Public Hearings • Consent Calendar • Closed Session(s) • Action Calendar • Discussion Calendar • Informational reports and other business • Adjournment Revised 06/17/11 7 7.6 The Public Hearings portion of the agenda, if any, will be held at the time specified in the I legal notice advertising such hearing. In general, the order of procedure for a public hearing is as follows: • Opening of hearing by Presiding Officer • Verification of Notice of Hearing provided by Secretary • Reports by General Manager, staff and/or consultant • Receipt of communications written by public • Comments from the public speaking in favor and/or against the issue • Questions to staff and discussion by Board • General Manager's recommendations to approve, modify, continue, or deny • Continue or close public hearing • Consideration of action by the Board I i 7.7 The Consent Calendar portion of the agenda shall be consideration, in a single action, of items determined by the Secretary to be routine matters, status reports or documents implementing previous Board instructions. If a Director has a question or wishes to discuss a Consent Calendar item, they may do so without formally removing the item from the Consent Calendar. If, after such discussion, a Director, staff member or member of the public has a question or wishes to address a Consent Calendar item further, they may request that the item be removed for further discussion. The Presiding Officer should immediately grant such requests and transfer the removed item to the Action Calendar for later discussion. Items removed from the Consent Calendar for discussion shall be acted upon separately. All items remaining on the Consent Calendar will be considered for approval by a single motion. Examples of matters appearing on the Consent Calendar may include, but are not limited to: i Revised 06/17/11 8 • Minutes of previous Board meetings • Approval to pay warrants • Routine Environmental Assessments • Approval of routine Terms and Conditions for Water and/or Sewer Service • Approval of Change Orders with a dollar value within the General Manager's authority consistent with the approved purchasing policy • Approval of Contracts for projects identified in the Adopted Budget • Final Acceptance of Facilities • Disposition of Liability Claims • Other Routine Administrative matters 7.8 The Action Calendar portion of the agenda shall include items requiring staff presentation and/or Board discussion prior to formal Board action. Items should i generally be listed in order of priority and with items of a similar nature grouped together. Items may be addressed out of order upon request and with the consent of the Presiding Officer. 7.9 The Discussion Calendar shall include matters that do not require Board action or that cannot reasonably be expected to result in Board action at that meeting. Matters appropriate for the Discussion Calendar include technical presentations to the Board, review of drafts of proposed policies and, in general, items for which District staff seeks the advice and counsel of the Board. When time permits, the Board believes the District's best interests are served by discussing more complex matters at one meeting and considering formal action on them at a subsequent meeting. I Revised 06/17/11 9 7.10 The "Informational reports and other business" portion of the agenda provides an opportunity for the presentation of reports by the General Manager, reports from Standing and Special Committees, reports by Directors who have attended outside meetings, and general comments by Directors. It also provides an opportunity for the Board to schedule future Committee meetings and schedule assignments on the Board of Directors activity calendar. 7.11 Closed Sessions are strictly limited to the open meeting exceptions defined in the Brown Act. Section 8. Ordinances, Resolutions and Motions. 8.1 The Board shall act only by Ordinance, Resolution or Motion. The Presiding Officer shall state each matter as it is presented for consideration by the Board and shall j announce each decision of the Board. 8.2 Ordinances are an authoritative decree or municipal regulation of the District. Ordinances shall relate to no more than one subject, which shall be clearly expressed in the title of the ordinance. No ordinance, or section thereof, shall be amended or repealed unless the new ordinance contains the title of the ordinance or section amended or repealed. When applicable, ordinances shall be identified to the Board as replacements to existing ordinances or sections thereof. Ordinances must be moved and seconded and shall be adopted only by a roll call vote. The Secretary shall record the names of all Directors and identify them as Aye, No, Abstain, or Absent on each adopted ordinance. All ordinances shall be signed by the i Revised 06/17/11 10 Presiding Officer and attested by the Secretary. Ordinances shall be in full force and effect upon adoption unless otherwise provided by law, and the Secretary shall be responsible for compliance with any and all legal requirements for publication of the ordinance. 8.3 Resolutions are a formal expression of opinion, will or intent of the Board. Resolutions must be moved and seconded and shall be adopted only by a roll call vote. The Secretary shall record names of all Directors and identify them as Aye, No, Abstain, or, Absent on each adopted resolution. All resolutions shall be signed by the Presiding Officer and attested by the Secretary. 8.4 Motions are proposals, made by a Director during a Board meeting, for action, inclination of the mind or will, or a formal proposal made in a deliberative manner by the Board. Every motion considered by the Board must be moved by a Director, seconded by another Director and is subject to debate. Section 9. Guidelines for Discussion. These guidelines are intended primarily for those situations where discussion of an issue is taken up with considerable enthusiasm by several directors and/or members of the general public, and it is necessary to formalize the meeting so that each Director, in due course, may be heard. 9.1 The Presiding Officer will decide, subject to a question of order by any Director, the degree of enforcement of these guidelines at any time during any meeting. i Revised 06/17/11 11 9.2 The Board prefers a flexible form of meeting, believing that this enhances the decision- making process and therefore does not conduct its meetings with formal "rules of order" or parliamentary procedure. The Presiding Officer for each meeting has the responsibility to preserve order and decorum, If, at any time, a Director believes order is not being maintained or that procedures being followed are not adequate for the decision-making process at hand, he or she should call this fact to the attention of the Presiding Officer and request corrective action. If the corrective action taken by the Presiding Officer is not satisfactory, a motion for specific corrective action may be made to the Board. In that event, a majority vote of the Board will determine the action to be taken. 9.3 A Director is disqualified from participating in the decision-making process if a financial interest in an item before the Board might interfere with the performance of duties in an impartial manner free from bias, as defined in the District's Conflict of Interest Code. If grounds for disqualification exist, the Director at issue should announce prior to consideration of the item that he or she has a conflict of interest and should leave the room until after the discussion, vote, and any other disposition of the matter is concluded. The Director shall not be counted toward achieving a quorum while the item is discussed. This rule applies when the item that gives rise to the disqualification is on the consent calendar except the Director at issue is not required to leave the room. (Gov. Code, § 87105(a)(3); 2 CCR 18702.5(d)(1)). Any Director unsure about whether a conflict of interest exists may request an opinion from the District's Legal Counsel. 9.4 The Presiding Officer may move, second or debate motions from the chair, subject only to such limitations of debate as may be imposed on all Directors, and shall not be Revised 06/17/11 12 deprived of any of the rights and privileges of a Director by serving as the Presiding Officer. The Presiding Officer may vote on all questions or motions before the Board, with his or her name being called last in a roll call vote. 9.5 Any Director desiring to speak shall first address the chair. Upon recognition by the Presiding Officer, the Director may speak freely with respect to the matter then before the Board but should confine his or her comments to the subject under discussion. Any Director, once recognized, should not be interrupted except by a call to order from the Presiding Officer. If a Director is called to order, he or she should cease speaking until the question of order is determined; if determined to be in order, they may proceed. 9.6 Any Director moving the adoption or approval of a matter may call for the question. 9.7 True motions to reconsider any Board action must be made at the same meeting at which the original action was taken; however, any Director may make any other type of motion at any meeting. 9.8 All motions will be adopted by voice vote unless otherwise required by law. The Secretary shall record in the Minutes any dissenting and abstaining votes, or disqualification from voting due to a conflict of interest. 9.9 Unless a Director declares a conflict of interest or abstains, silence will be recorded in the Minutes as an affirmative vote. Revised 06/17/11 13 9.10 The Secretary will enter into the Minutes for each meeting a record of all Board actions i and a summary of the discussion on each matter considered by the Board. 9.11 Any person desiring to speak shall first address the chair. Upon recognition by the Presiding Officer, the speaker shall state his or her name, representation/affiliation and the matter on which he or she wishes to comment. If the matter relates to an item on the current agenda, the Presiding Officer shall recognize the person and invite their comment when the item is considered. If the matter does not relate to an item on the current agenda, the Presiding Officer shall determine whether and when to allow the comment. Comments are limited to matters of public interest within the jurisdiction of the District, and comments must be no more than five (5) minutes in length unless a time extension is granted by the Presiding Officer. No action will be taken on matters not appearing on the posted agenda for that meeting, although Directors may respond i briefly to public comments. 9.12 In the event any person or group of people makes personal, impertinent or slanderous remarks or becomes boisterous while attending a District Board meeting, the Presiding Officer shall call for order. If the person or group refuses to comply with the Presiding Officer's request for order, the Presiding Officer may declare a recess and summon a law enforcement officer to remove the person(s) from the Board of Directors Meeting Room. Once the Presiding Officer takes this action, permission for such person(s) to remain at the meeting requires a motion approved by a majority vote of the Board. When, in the judgment of the Presiding Officer, order is restored, the meeting will reconvene and continue with the Board's business. s i i Revised 06/17/11 14 Section 10. Standing Committees. 10.1 Internal Standing Committees of the Board of Directors are long term Committees that meet on a regular basis to review and consider specific areas and functions of the District's business. The Internal Standing Committees include: 1. Executive-Administrative-Organizational 2. Personnel-Risk Management 3. Finance-Accounting 4. Planning-Engineering-Operations 5. Public Affairs-Communications-Technology 10.2 Each Internal Standing Committee shall have two Directors and each Director shall be assigned to a minimum of two Internal Standing Committees. 6 10.3 Each Internal Standing Committee shall meet on a monthly basis at a minimum, unless the Chair assigned to that particular Internal Standing Committee, in consultation with the General Manager, believes there are not enough issues to discuss and that the best interests of the District would be served by continuing the meeting for one month. 10.4 Joint Agency Standing Committees of the Board of Directors also meet on a regular basis and were established to foster a stronger working relationship between the District and other governmental agencies. The Joint Agency Standing Committees include: 1. MWDOC and OCWD 2. City of Yorba Linda 3. City of Placentia i L Revised 06/17/11 15 10.5 Joint Agency Standing Committees shall meet on a bimonthly or quarterly basis, as j i needed, and as determined from time to time by the Board and the respective intergovernmental agency representatives. 10.6 Joint Agency Standing Committees shall have at least one, but no more than two Board Members, assigned by the Board President and approved by the Board. 10.7 In the event there is an absence or vacancy on any Standing Committee, the President shall assume the vacant position if the absence cannot be filled temporarily by another Board member or until a permanent appointment is made. Section 11. Special Committees. Special Committees shall be appointed by the President, unless otherwise directed by a majority vote of the Board. Section 12. Adjournment. A motion to adjourn must be moved by a Director and seconded by another Director, and it is subject to debate. No further business can be conducted after an affirmative vote to adjourn. i 1 1 Revised 06/17/11 16