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Home My WebLink About2015-04-14 - Board of Directors Meeting Agenda Packet Yorba Linda Hater District AGENDA YORBA LINDA WATER DISTRICT BOARD OF DIRECTORS SPECIAL MEETING Tuesday, April 14, 2015, 1:00 PM 1717 E Miraloma Ave, Placentia CA 92870 1. CALL TO ORDER 2. PLEDGE OF ALLEGIANCE 3. ROLL CALL Ric Collett, President Michael J. Beverage, Vice President Phil Hawkins Robert R. Kiley Gary T. Melton 4. PUBLIC COMMENTS Any individual wishing to address the Board is requested to identify themselves and state the matter on which they wish to comment. If the matter is on the agenda, the Board 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 matters of public interest and matters within the jurisdiction of the Water District. Comments are limited to five minutes. 5. ACTION CALENDAR This portion of the agenda is for items where staff presentations and Board discussions are needed prior to formal Board action. 5.1. Committee Structure and Assignments Recommendation. That the Board of Directors consider the District's committee structure and associated assignments. 6. DISCUSSION ITEMS This portion of the agenda is for matters that cannot reasonably be expected to be concluded by action of the Board of Directors at the meeting, such as technical presentations, drafts of proposed policies, or similar items for which staff is seeking the advice and counsel of the Board of Directors. Time permitting, it is generally in the District's interest to discuss these more complex matters at one meeting and consider formal action at another meeting. This portion of the agenda may also include items for information only. 6.1. Review Draft Board of Directors Policies and Procedures Manual 7. CLOSED SESSION The Board may hold a closed session on items related to personnel, labor relations and/or litigation. The 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 of Directors Meeting will be held Thursday, April 23, 2015 at 8:30 a.m. Items Distributed to the Board Less Than 72 Hours Prior to the Meeting Pursuant to Government Code section 54957.5, non-exempt public records that relate to open session agenda items and are distributed to a majority of the Board less than seventy-two (72) hours prior to the meeting will be available for public inspection in the lobby of the District's business office located at 1717 E. Miraloma Avenue, Placentia, CA 92870, during regular business hours. When practical, these public records will also be made available on the District's internet website accessible at http://www.ylwd.com/. Accommodations for the Disabled Any person may make a request for a disability-related modification or accommodation needed for that person to be able to participate in the public meeting by telephoning the Executive Secretary at 714-701-3020, or writing to Yorba Linda Water District, P.O. Box 309, Yorba Linda, CA 92885-0309. Requests must specify the nature of the disability and the type of accommodation requested. A telephone number or other contact information should be included so the District staff may discuss appropriate arrangements. Persons requesting a disability-related accommodation should make the request with adequate time before the meeting for the District to provide the requested accommodation. ITEM NO. 5.1 AGENDA REPORT Meeting Date: April 14, 2015 To: Board of Directors From: Marc Marcantonio, General Manager Presented By: Marc Marcantonio, General Manager Prepared By: Annie Alexander, Executive Secretary Subject: Committee Structure and Assignments STAFF RECOMMENDATION: That the Board of Directors consider the District's committee structure and associated assignments. DISCUSSION: On January 22, 2015, the Board determined to temporarily suspend the majority of the District's internal committee meetings and defer Director assignments to these committees until after March 2015. Staff has been instructed to bring this matter back to the Board for consideration at this time. Staff would also like to request that the Board consider downgrading the status of the following interagency committees to interagency meetings in order to decrease the time required by management and staff in regards to the preparation of agendas, minutes and records management related duties. • YLWD/City of Placentia • YLWD/City of Yorba Linda • YLWD/MWDOC/OCWD ATTACHMENTS: Name: Description: Type: Committee and Meeting Assignments 2015.pdf Backup Material Backup Material YORBA LINDA WATER DISTRICT Board of Directors' Committee Assignments INTERNAL STANDING COMMITTEES 2012 2013 2014 2015 Executive-Administrative-Organizational Hawkins Melton Kiley(Chair) Collet(Chair) Meets monthly on 2nd Monday at 4:00 p.m. Melton Kiley Collett Beverage Finance-Accounting Kiley Hawkins Hawkins(Chair) Collett Meets monthly on 4th Monday at 4:00 p.m. Hawkins Melton Beverage Beverage Personnel-Risk Management Beverage Collett Hawkins(Chair) Melton Meets monthly on 2nd Tuesday at 4:00 p.m. Collett Beverage Melton Collett Planning-Engineering-Operations Collett Kiley Melton(Chair) Meets monthly on 1 st Thursday at 4:00 p.m. Kiley Hawkins Beverage Public Affairs-Communications-Technology Melton Beverage Collett(Chair) Meets monthly on 1 st Monday at 4:00 p.m. Beverage Collett Kiley JOINT AGENCY STANDING COMMITTEES YLWD/City of Placentia N/A Melton Beverage Melton Meets as required. N/A Hawkins Melton Kiley YLWD/City of Yorba Linda N/A Kiley Collett Collett Meets as required. N/A Beverage Kiley Beverage YLWD/MWDOC/OCWD Joint Agency Hawkins Melton Kiley Melton Meets bi-monthly on 4th'Tuesday at 4:00 p.m. Beverage Beverage Beverage Collett OTHER COMMITTEES CAC Beverage Beverage Kiley Collett Meets monthly on 4th Monday at 8:30 a.m. ITEM NO. 6.1 AGENDA REPORT Meeting Date: April 14, 2015 Subject: Review Draft Board of Directors Policies and Procedures Manual ATTACHMENTS: Description: Type: BOD Policies and Procedures Manual - BOD.docx Backup Material Backup Material YORBA LINDA WATER DISTRICT Board of Directors Policies and Procedures Manual Adopted 1 2015 TABLE OF CONTENTS 1.0 Purpose and Scope ......................................................................................................................X 2.0 Mission, Vision and Core Values.................................................................................................X 3.0 Basis of Authority.........................................................................................................................X 4.0 Duties, Responsibilities and Conduct.........................................................................................X 5.0 Composition, Terms and Vacancy ..............................................................................................X 6.0 Officers ..........................................................................................................................................X 7.0 Appointed Staff and Others .........................................................................................................X 8.0 Committees ...................................................................................................................................X 1411k A&- 406 9.0 Directors' Compensation, Insurance and Expense Reimbursement........................................X immEbb., 10.0 Board Meetings, General............................................................................................................X 11.0 Board Meetings, Agendas..........................................................................................................X 12.0 Board Meetings, Minutes................................................... ........................................................X 13.0 Board Meetings, Conduct...........................................................................................................X 14.0 Board Actions and Decisions ....................................................................................................X 15.0 Review of Administrative Decisions..........................................................................................X 4L "qft 16.0 Exhibits and Appendices ...........................................................................................................X NOTE: The above listed sections have been grouped together in the following layout for the purposes of discussion only. ■ Black colored text indicates policy content pulled directly from current Ordinances and Resolutions. ■ Blue colored text indicates minor revisions to existing policy and/or incorporated content from CSDA and a number of other water districts. ■ Red colored text indicates multiple policy options and/or questions posed in order to obtain direction from the Board. 2 'Jo PURPOSE AND SCOPE 40 MISSION, VISION AND CORE V S I&, '**&0 BASIS OF AUTHORITY 3 1.0 PURPOSE AND SCOPE 1.1 The purpose of this manual is to provide a compilation of policies and procedures approved by the Board to facilitate the proper conduct of District business. Each Director shall be provided with a copy of this manual, acknowledge receipt in writing, and affirm their intent to comply with policies and procedures contained herein. If any portion of this manual is in conflict with federal or state law or regulations that apply to the District, said legislation or regulations shall prevail. 2.0 MISSION, VISION AND CORE VALUES 2.1 Mission Statement IAL Yorba Linda Water District will provide reliable, high quality water and sewer services in an environmentally responsible manner, while maintaining an economical cost and unparalleled customer service to our community. AL 2.2 Vision Yorba Linda Water District will become the leading, innovative and efficient source for high quality reliable services. I%kA& Nh 2.3 Core Values The Yorba Linda Water District Board of Directors and staff are guided in everything we do by the following core values: 7%h.' I%k Integrity—We demonstrate integrity every day by practicing the highest ethical standards and by ensuring that our actions follow our words. Accountability—We acknowledge that both the Board and staff of the District are accountable to the public that we serve, as well as to each other. Responsibility-We take full responsibility for our actions — both our successes and our opportunities for growth. We maintain a commitment of courtesy, assessment and resolution with all customer concerns. IREL Transparency—We promote a culture where we actively listen to our customers and communicate openly about our policies, processes and plans for the future. Teamwork— Success centers on all departments working together and sharing information and resources to achieve common goals. We are dedicated to ensuring that every voice of the District, from the Board to each individual employee is treated with dignity and respect, and that differences are valued and individual abilities and contributions are recognized. 3.0 BASIS OF AUTHORITY 3.1 The District is a County Water District, organized and existing under the County Water District Law (WC § 30000 et seq.). The Board is the legislative body, and functions as the District's policymaking body. It can only function as a unit. Apart from their role as a part of this unit, individual Directors have no authority with regard to any aspect of 4 District business. 3.2 As individuals, Directors may not commit the District to any policy, act, or expenditure without prior Board approval nor give direction to the General Manager, staff, contract personnel or consultants without prior Board approval. Directors do not represent any fractional segment or region of the community, but are part of a legislative body that represents and acts for the District as a whole. Since Directors are elected officials, no Director may delegate his/her authority to act as a Director. 5 'Jo DUTIES AND RESPONSIBILITIES 6 4.0 DUTIES, RESPONSIBILITIES AND CONDUCT Duties and Responsibilities 4.1 The Board's primary responsibility is the formulation and evaluation of District policy. The General Manager is responsible for running the District's business. Routine matters concerning operational aspects of the District are delegated to professional staff members by the General Manager. Directors are responsible for monitoring District progress in attaining its goals and objectives, while pursuing its mission. The Board establishes goals, objective, expectations, and measurement criteria for the General Manager's performance. Board members will provide policy direction and instructions to the General Manager on matters within the authority of the Board by a majority vote during a duly convened meeting of the Board. 4.2 In order to assist in the governance of the behavior between and among members of the Board, the following practices shall be observed: A. The dignity, style, values and opinions of each Director shall be respected. B. Responsiveness and attentive ing i munication is encouraged. C. The needs of the District's constitue all be the priority of the Board of Directors. D. Directors shall commit themselves to emphasizing the positive, avoiding double talk, hidden agendas, gossip, backbiting, and other negative forms of interaction. E. Directors shall commit themselves to focusing on issues and not personalities. The presentation of the opinions of others shall be encouraged. Cliques and votin blocks based on personalities rather than issues shall be avoided. Differing viewpoints are healt the decision-making process. Individuals have the right to disagree with ideas and opinions but without being disagreeable. Once the Board takes action, Directors shall commit to supporting said action and not create barriers to the implementation of said action. 4.3 In order to maintain effective working relationships and support the chain of command, the following procedures shall be followed: A. Board members will address matters within the authority of the General Manager through the General Manager, not directly through District employees. B. Accordingly, individual Directors' requests for information from staff or contract personnel/consultants shall always be made to the General Manager. C. Responsive materials to Directors' requests for information will be distributed by the General Manager or his/her designee, to all Board members at the same time. 7 D. If the General Manger's response is deemed inadequate, a Director may contact the Board President or raise the issue directly at a Board meeting, where the Board will determine whether or not the issue warrants attention and will schedule it for a future meeting. E. If the General Manager anticipates being unavailable, he/she will notify the Board in advance and provide a designee contact. F. When the General Manager is unavailable in person or by technological means, Board members, at their discretion, may contact the General Manager's designee. G. Board members shall refrain from making requests directly to District employees to undertake analysis, perform work assignments or change the priority of work assignments. District employees have been instructed to notify the General Manager of all requests received from a Board member within 48 hours. H. If approached by an employee concerning District y, Board members shall direct inquiries to the appropriate staff supervisor or ral Manager. I. In handling complaints from residents and property owner the District, said complaints shall be referred directly to the General Manager. J. In handling matters related to public safety, concerns shall be reported to the General Manager or the District office. Emergency situations shall be dealt with immediately by seeking appropriate assistance. K. In seeking clarification for policy-related concerns, especially those involving personnel, legal action, land acquisition and development, finances and 40 programming, said concerns shall be referred directly to the General Manager or legal counsel. 19mak 4.4 The work of the District is a team effort. All individuals shall work together in the collaborative processassisting each other in conducting the affairs of the District. A. When responding to constituent requests and concerns, Directors shall be courteous, responding to individuals in a positive manner and routing their questions through appropriate channels. B. Director shall develop a working relationship with the General Manager wherein current issues, concerns and District projects can be discussed comfortably and openly. C. Directors shall function as a part of the whole. Issues shall be brought to the attention of the Board as a whole, rather than to individual members selectively. 4.5 Directors shall attend all meetings of the Board, including committee, agency, and intergovernmental meetings to which they may be assigned, unless there is good cause for absence, and be properly prepared for participation and deliberation. 8 4.6 Newly elected or appointed Directors shall participate in applicable harassment prevention, ethics, and governance training within one year from the first day of service with the District. T Does the Board want to specify that Directors meet minimum training requirements in order for the District to obtain and maintain CSDA's District of Distinction Accreditation (e.g. 6 hours of basic governance training every 5 years)? 4.7 The Board will review the policies and procedures contained in this manual on an annual basis or more often as required. 9 CODE OF CO T 10 Code of Conduct (Ethics Policy) 4.8 Directors are required by law to abstain from participating in consideration of any item involving a personal or financial conflict of interest. Even the appearance of a conflict shall be avoided. Unless such a conflict of interest exists, Directors shall fully participate in the Board's decision-making process. It is the policy of the District to require the highest standards of ethics from its Board members. The operation of the District requires that decisions and policy be made within the proper channels of governmental structure, that the public office not be used for personal gain, and that all individuals associated with the District remain impartial and responsible towards the public. Accordingly, it is the policy of the District that Board members shall maintain the highest standard of personal honesty and fairness in carrying out their duties. The following are guidelines for ethical conduct to be followed by the Board: A. Board members are obligated to uphold the Constitution of the United States and the Constitution of the State of California, and to uphold the laws of national, state and local governmental agencies. Board members shall comply with all applicable laws regulating their conduct, including conflicts of interest, financial disclosure and open government laws. It is the responsibility of Board members to conduct themselves both professionally and personally in a manner above reproach and to avoid the appearance of impropriety. CL 11ME016 B. Board members in the performance of their official duties and responsibilities will neither harass nor discriminate against any person on the basis of race, religion, color, creed, age, marital status, national origin, ancestry, gender, sexual orientation, medical condition or disability. No Board member shall grant any unfair or inappropriate consideration, treatment, or advantage to any person or group beyond that which is available to others or groups with the same circumstances. Immit'. Ahk Except where specifically authorized by the General Manager in the public interest, no Board member shall knowingly use or permit the use of District- owned vehicles, equipment, telephones, materials or property, nor require a District employee to perform services for personal convenience or profit. Board members shall safeguard the District's property, equipment, moneys, and assets against unauthorized use or removal, as well as from loss due to criminal act or breach of trust. D. Board members will not disclose information that legally qualifies as confidential to unauthorized individuals without approval from a majority vote of the Board and consultation with legal counsel. This includes information that (1) has been received during a Closed Session; (2) is protected from disclosure under the attorney/client or other evidentiary privilege; or (3) is not required to be disclosed under the California Public Records Act (GC § 6250 et seq.). A Board member may make a confidential inquiry or complaint to a district attorney or grand jury concerning a perceived violation of law, including disclosing facts to a district attorney or grand jury necessary to establish the alleged illegality of a District action. Prior to disclosing confidential information, however, a Board member will 11 first bring the matter to the attention of either the President or the full Board. E. Board members shall avoid conflicts, or perceived conflicts of interest in connection with District decisions and activities. 1. A Board member shall not have a financial interest in a contract with the District, which includes the purchase or sale of goods and services. The Board shall not authorize any District contract if a Board member is financially interested in the contract. 2. A Board member shall not participate in the discussion, deliberation or vote on a matter before the Board, or attempt to influence a decision of the Board, if the Board member has a financial interest, which is prohibited under California law. If a Board member believes that he/she may be disqualified from participation in the discussion, deliberations or vote on a particular matter due to a financial interest, the following procedures shall be followed: 4MW 4m a. If a Board member becomes aware of the potential conflict of interest before a Board meeting at which the matter will be discussed or acted on, the Board member will notify the General Manager and legal counsel of the potential conflict of interest, so that a determination can be made whether it is a disqualifying conflict of interest. 1% If it's not possible for a Board member to discuss the potential conflict with the General manager and legal counsel before the meeting, or if the Board member does not become aware of the potential conflict until during the meeting, the Board member will immediately disclose the potential conflict during the Board meeting, so that there can be a determination whether it is a disqualifying conflict of interest. C. Upon a determination that there is a disqualifying conflict of interest, the Board member (1) shall not participate in the discussion, deliberation or vote on the matter for which a conflict of interest exists, which will be so noted in the Board minutes; and (2) leave the room until after the discussion, vote and any other disposition of the matter is concluded. 3. A Board member shall not recommend the employment of a relative to the District or to a vendor, contractor or consultant known by the Board member to be bidding or negotiating a contract with the District. F. For a period of one year after leaving office former Board members shall not represent any non-governmental entities before the District for compensation. This restriction shall not apply to governmental entities. 4.9 Board members are prohibited from soliciting political funds or contributions at District facilities and prohibited from using the District's seal, trademark, logo, branding, 12 stationary or other indicia of the District's identity, in any solicitation for political contributions contrary to State law. A Board member will not accept, solicit or direct a political contribution from: A. District employees, consultants or contractors used by the District in the past 12 months. B. Vendors consultants, sub-consultants, contractors, or sub-contractors who have a financial interest in a contract or other matter while that contract or matter is pending before the District. 4.10 The appointment or election of a Board member to a public entity, other than the District, may result in action that is contrary or inconsistent with the interests of the District and could result in loss of the member's position of the Board. Board members may, with consent of the Board, consult with legal counsel and the Board may authorize a request for an opinion from the Attorney General of the State of California as to the incompatibility of offices. 4MW 4m 4.11 No Board member shall receive or agree to receive, directly or indirectly, any compensation, reward, honoraria or gift from any source except for recognition from the District for any action related to the conduct of the District's business. A Board member will not accept gifts that exceed the limitations specified in California law. Any and all gifts, campaign contributions, income and financial information shall be disclosed as required under the provisions of the Political Reform Act of 1974 and applicable regulations adopted by the Fair Political Practices Commission. 4.12 Board members and persons elected or appointed, who have not yet assumed office as members of the Board, will fully comply with the provisions of the Brown Act (GC § 54950 et seq.). 4.13 The General Manager has primary responsibility for (1) ensuring compliance with the District's personnel policies and procedures; (2) ensuring that District employees do not engage in improper activities; (3) investigating allegations of improper activities; and (4) taking appropriate corrective and disciplinary actions. The Board ensures that the General Manager is operating the District according to the law and the policies approved by the Board. A. Board members will disclose to the General Manager, to the extent not expressly prohibited by law, improper activities within their knowledge. Board members will not interfere with the General Manager's responsibilities in identifying, investigating and correcting improper activities, unless the Board determines the General Manager is not properly carrying out these responsibilities. B. A Board member will not directly or indirectly use or attempt to use the authority or influence of the position to intimidate, threaten, coerce, command or influence any person for the purpose of preventing such person from acting in good faith to bring to the attention of the General Manager or the Board any information that, if true, will constitute a work-related violation by a Board member or District employee of any law or regulation. This includes, but is not limited to (1) misappropriation or waste of District funds; (2) abuse of authority; (3) creating 13 substantial danger to public health or safety by an act or omission of a District official or employee; (4) use of a District office or position or of District resources for personal gain; or (5) a conflict of interest of a Board member or employee. 4.14 Any new Director must receive ethics training as soon as practical, but not more than one year, from the first day of service with the District. Thereafter, all Directors will be required to receive ethics training at least once every two years. A Director who serves on more than one local agency board may satisfy this requirement by obtaining ethics training once every two years without regard to the number of local agencies with which he/she serves. The District shall provide information annually on where training is available. All Directors shall provide a copy of proof of participation in the required ethics training to the District. Copies of proofs of participation shall be considered public documents and shall be retained for a minimu f five years (GC § 53235.2(b)). 4.15 Officials who are specified in GC § 87200 (e.g. Directors) are not subject to the District's Conflict of Interest Codes, but are subject to the disclosure requirements of the Political Reform Act (GC § 87100 et seq., GC § 87203). Directors are required to file a Form 700 with the County when assuming office, on an annual basis thereafter, and when leaving office. Filing of these forms shall be performed using the County's e-file system. 4.16 Directors appointed to other agency's boards (e.g. OCSD or JPIAWill be required to file Form 700's in accordance with their respective agency's Conflict of Interest Codes. J� Current policy language p es. 4.17 Any minor infraction of Section 4.0 herein by a Board member may be addressed by internal remedies imposed by the Board of Directors such as disapproving expense reimbursement requests, de-authorizing attendance at conferences, seminars and other activities at District expense, removal of the member from Board committee, agency and intergovernmental meeting assignments, adopting a censure resolution or such other remedies as are deemed appropriate by the Board. Violations of state law by a Board member may be referred to proper authorities for possible investigation, enforcement or prosecution. J� Optional policy la age. The following procedures shall be followed when any member of the Board reasonably believes that another member of the Board has engaged in misconduct or has failed to act in the best interests of the District. These procedures shall not be effective in any case in which a non-board member seeks redress for alleged misconduct by a Board member. While the Board has discretion in deciding the actions it may choose to take in response to a written complaint, this section provides definitions and procedures related to three types of actions: admonition, sanction and censure. A. Admonition is the least severe form of action. An admonition may typically be directed to all members of the Board, reminding them that a particular type of behavior is not in the best interests of the District, and that, if it occurs or is found to have occurred, could make the member subject to sanction or censure. An admonition may be issued in response to a particular alleged action or actions, although it will not necessarily have to be triggered by a written complaint of 14 misconduct. An admonition may be issued by the Board prior to any findings of fact regarding any written complaint, and because it is a warning or reminder, will not necessarily require an investigation or separate public hearing to determine whether the complaint is true. B. Sanction is the next most severe form of action. Sanction shall be directed to a particular member of the Board based on a particular action (or set of actions) that is determined to be misconduct but is considered by the Board not to be sufficiently serious to require censure. A sanction is distinguished from censure in that it does not constitute a punishment. A written sanction may be based upon the Board's review and consideration of a written complaint. The member accused of such misconduct will have an opportunity to provide a written response to the complaint. A sanction may be issued by the Board, and because it is not punishment or discipline, it will not necessarily require an investigation or separate public hearing. C. Censure is the most severe form o action. Ce ure is a formal statement of the Board officially reprimanding one of its members. It is a punitive action, which serves as a penalty imposed for misconduct, but it carries no fine or suspension of the rights of the member as an elected official. Censure shall be used for cases in which the Board determines that the misconduct is 0 serious offense. In order to protect the overriding principle of freedom of speech, the Board shall not impose censure on any of its members for the exercise of his/her First Amendment rights, no matter how distasteful the expression was to the Board or the District. However, nothing herein shall be construed to prohibit the Board from collectively condemning and expressing their strong disapprobation of such remarks. Before the imposition of a censure, the Director accused of a violation shall be entitled to written notice of the allegation, the right to provide a written response to the allegation, and opportunity to respond in writing as to the resul of an investigatio Any action taken by the Board to impose a sanction or censure, shall be taken by way of written resolution. E. Written complaints that specifically seek admonition sanction or censure as a specific remedy shall be treated as a request for that remedy. F. At any point during any of these processes, the Board may refer the matter, as appropriate, to the Orange County District Attorney for investigation. Prior to or following such referral, the Board may proceed with any of the actions described in this section. 15 ,A& COMPOSITION, TERMS AND VACANCY 16 5.0 COMPOSITION, TERMS AND VACANCY 5.1 The District shall have a Board of five Directors each of whom, whether elected or appointed, shall be a voter of the District (WC § 30500). 5.2 The term of office of each Director, other than Directors appointed to fill an unexpired term, shall be four years (WC § 30502). Terms of office are staggered, with elections held in November of every even numbered year. 5.3 Elections are held at large, which means that all voters throughout the District have the opportunity to vote for any person seeking election. 5.4 Before entering upon the duties of his/her office, each Director shall take and subscribe the official oath and file it with the Secretary. The oath of office maybe taken before the Secretary, any member of the Board, or any officer authorized by law to administer oaths (WC § 30509-30510). lqdL 5.5 Each Director elected or appointed all hold office until his/ er successor qualifies (WC § 30506). 5.6 If a person elected fails to qualify, the office shall be filled as if there were a vacancy in the office (WC § 30503). V%h, IV 5.7 From time to time a vacancy may occur on the Board for a variety of reasons. An office becomes vacant on any of the following events before the expiration of a Director's term (GC § 1770 et seq.): A. Death of an incumbent; *e B. A court's declaration that the incumbent is physically or mentally incapacitated; Resignation; D. Removal from office; E. Ceasing to be an inhabitant of the District; F. Absence from the state beyond periods allowed by law; G. Ceasing to discharge the duties of the office for three consecutive months; H. Conviction of a felony; I. Refusal or neglect to file required oath of office; J. Declaration by a competent tribunal that election or appointment is void; or K. Commitment to a hospital or sanitarium by a court of competent jurisdiction. 17 5.8 All vacancies occurring in the office of Director shall be filled pursuant to GC § 1780 (WC § 30504). The District shall notify the county elections official of the vacancy no later than 15 days after the Board is notified of the vacancy or the effective date of the vacancy, whichever is later. A. The remaining members of a five person board may fill a vacancy by appointment. The appointee will hold office until the District general election 130 days or more after the effective date of the vacancy. Appointments shall be made within 60 days after the effective date of the vacancy. Notice of the vacancy shall be posted in three or more conspicuous places within the District and published in a newspaper of general circulation at least 15 days prior to an appointment. The remaining members may call an election to fill the vacancy within 60 days of the vacancy, in lieu of an appointment, on the next available election date provided by Chapter 1 of Division 1 of the Election Code that is 130 days or more after the vacancy. B. If the vacancy is not filled or an a ection called within 60 days of the vacancy, the County Board of Supervisors may fill the vacancy within 90 days of the vacancy or order the District to call an election to fill the vacancy. C. If neither (A) or (B) has occurred within 90 days, the District shall call an election to be held on the next available election date provided by Chapter 1 of Division 1 of the CA Election Code that is 130 days or more after the vacancy occurs. D. If the remaining Board falls below a quorum, the Board of Supervisors may waive the 60 day period provided in (A) and appoint immediately, or may call an election to fill the vacancy under Chapter 1 of the Election Code. The Board of Supervisors shall only fill enough vacancies to provide a quorum. E. Appointees shall hold office until the next District general election. Electees shall hold office for the unexpired balance of the term of office. 5.9 If a Director's place of rest e is moved outside District boundaries, and if within 180 days of the move the Director s to reestablish a place of residence within the District it shall be presumed that a per anent change of residence has occurred and that a vacancy exists on the Board pursuant to GC § 1770 (WC § 30508). *4r 18 OFFICERS APPOINTED STAFF AND OTHERS 19 6.0 OFFICERS 6.1 President and Vice President A. A President and Vice President of the Board shall be elected annually at the District's reorganization meeting held at the first regular meeting of the Board in December of each year. The President shall assume the chair of the Presiding Officer immediately after election. T Does the Board wish to institute a formal rotation procedure for these offices? B. The President shall make committee, agency, and intergovernmental meeting 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. C. 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. qW INEEN61 D. In the event the President becomes incapacitated or is otherwise unable to act in his/her official capacity, as determined by a majority vote 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/her official capacity, as determined by a majority vote 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. The Presiding Officer, established pursuant to these policies, shall conduct the proceedings of the Board. NW 19MIL F. The Presiding Officer shall sign all ordinances, resolutions and contract documents approved and adopted by the Board. G. The President and Vice President of the Board shall serve as the President and Vice President of the 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 in December of each year. H. Individuals serving as President and Vice President of the Board and the Corporation may be removed from office by a majority vote of the Board. 7.0 APPOINTED STAFF AND OTHERS Appointed Staff, as defined in this section, shall mean the General Manager, Board Secretary, Assistant Board Secretary and Treasurer, who are appointed by the Board. 20 7.1 General Manager, Secretary, Assistant Secretary and Treasurer A. 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 County Water District Law (WC, § 30000 et seq.), set forth in these Policies, set forth in the General Manager's contract with the District, imposed by the Board, and in accordance with governing laws and regulations. In summary, the General Manager shall: (1) have full charge and control of the maintenance, operation, and construction of the water works or water works system of the District; (2) have full power and authority to employ and discharge all employees and assistants at pleasure; (3) prescribe the duties of employees and assistants; and (4) fix and alter the compensation of employees and assistants subject to budget limitations as approved by the Board. B. A Secretary and Assistant Secretary shall be appointed by a 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, prepare the Minutes of each meeting held by the Board, and perform all duties set forth in the County Water District Law (WC § 30000 et seq.), set forth in these Policies, imposed by the Board, and in accordance with governing laws and regulations. C. A Treasurer shall be appointed by a 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 District Law (WC § 30000 et seq.), set forth in these Policies, imposed by the Board, and in accordance with governing laws and regulations. The Treasurer shall install and maintain a system of auditing and accounting that shall completely and at all times show the financial condition of the District (WC § 30582). 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. E. The Secretary, Assistant Secretary, and Treasurer of the District shall serve as the Secretary, Assistant Secretary, and Treasurer of the Public Financing Corporation. Appointed staff of the Corporation shall be updated annually at the District's reorganization meeting held at the first regular meeting of the Board in December of each year. F. The General Manager, Secretary, Assistant Secretary, Treasurer, and other employees or assistants of the District, as required by the Board, shall each give a bond to the District conditioned for the faithful performance of his/her duties as the Board may provide (WC § 30545). Payment for the provision of these bonds shall be provided by the District. 21 G. Individuals serving as General Manager, Secretary, Assistant Secretary, and Treasurer of the Board and the Corporation may be removed from their appointments by a majority vote of the Board. 7.2 District Legal and Labor Counsel A. The Districts Legal and Labor Counsel are law firms that are appointed by and report to the Board of Directors. 1. Legal Counsel shall serve as the attorney for the District and its Board in all legal matters pertaining to the operation, maintenance, and other related business of the District. Legal Counsel shall perform such duties as the Board or General Manager may request, and shall (1) review all Board actions to insure legality and acceptability under law; (2) prepare or review legal documents and provide legal counsel, as required by the Board or General Manager; and (3) attend and/or participate in Board meetings and other meetings as directed by the Board or the General Manager. 1W 'Vk 2. Labor Counsel shall serve as the attorney for the District and its Board in all legal matters pertaining to public sector law, employment law, and other related business of the District. Labor Counsel shall perform such duties as the Board or General Manager may request, and shall (1) review all employment related matters to insure legality and acceptability under law; (2)prepare or review employment and labor related documents and provide legal counsel, as required by the Board or General Manager and (3) attend and/or participate in Board meetings and other meetings as directed by the Board or the General Manager. 7.3 Di 'tor The District's Auditor is a cer ied audit firm that is appointed by and reports to the Board, and that conducts the District's annual audit and prepares the District's annual audit rep rt. The District's auditor shall be rotated on a periodic ba s. 7.4 Consultant A. The Board may from time-to-time select, retain, compensate, define the scope and efforts of, and dismiss consultants to support or provide information to the Board in developing policy level decisions or in implementing Board actions. In doing so, the Board shall delegate to the General Manager the responsibility for day-to-day direction of the work of the consultant. 22 COMMITTEES 23 8.0 COMMITTEES J� Optional policy language: From time to time, the Board may establish committees to assist with the performance of its duties and policy advice. In keeping with the Board's broader focus, committees will not direct the implementation of District programs and projects. Committees shall assist the Board by preparing policy alternatives and implications for Board consideration. Committees shall not act on the Board's behalf unless authorized by a majority vote of the Board. Said authorization shall not conflict with the duties assigned to the General Manager. In order to preserve the organizational structure and support the chain of command, committees shall not exercise authority over staff or staff operations. J� Current policy language per Res. 11-15. 8.1 Internal Standing Committees of the Board 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: A. Executive-Administrative-Organizational B. Personnel-Risk Management C. Finance-Accounting D. Planning-Engineering-Operations E. Public Affairs-Communications-Technology 8.2 Each Internal Standing Committee shall have two Directors and each Director shall be assigned to a minimum of two Internal Standing Committees. 8.3 Internal Standing Committees 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. 8.4 Interagency Standing Committees of the Board 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: A. MWDOC and OCWD B. City of Yorba Linda C. City of Placentia 8.5 Each Interagency Agency Standing Committees shall have at least one, but no more than two assigned Directors. 24 8.6 Interagency Agency Standing Committees shall meet on a bimonthly or quarterly basis, as needed, and as determined from time to time by the Board and the respective intergovernmental agency representatives. 8.7 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. Special or Ad Hoc Committees shall be appointed by the President, unless otherwise directed by a majority vote of the Board. J� Suggested additional policy language for either option chosen: dw 8.9 The purpose of each established committee shall be reviewed by the Board on an annual basis, prior to making Committee assignments, in order to determine their continuing relevance. 8.10 The Board previously adopted FPPC Form 806 as the District's official form for reporting public official appointments and has directed staff to post a completed form on the District's website in accordance with the requir is set forth in FPPC Regulation 18705.5. 25 'Jo DIRECTORS COMPENSATION, INSURANCE 26 9.0 DIRECTORS' COMPENSATION, INSURANCE AND EXPENSE REIMBURSEMENT Directors' Compensation 9.1 As of January 23, 2003, compensation for members of the Board shall be $150 per day for each day's attendance at meetings of the Board and other meetings attended at the request of the Board, including reasonable and necessary travel time. Compensation for any type of service shall not exceed ten days in any calendar month (WC § 20202). 9.2 Directors shall file an activity report (see Exhibit A) for their compensation on a monthly basis. Directors have until the 15th day of the following month to file said reports with the General Manager. If an activity report is not returned by this deadline, no compensation will be paid to the Director for that reporting period. J� Does the Board wish to continue this practice 0 9.3 All activity reports shall be reviewed and approv\byy Pre sident or the Vice President. 40k 4ft 9.4 Increases in compensation are limited to five percent for each calendar year following the operative date of the last adjustment (WC § 20202). The Bo shall consider its compensation rate following the reorganiza " n meeting held at the first regular meeting of the Board in December of each year. If the Board recommends an increase in the amount of compensation, an Ordinan Od need to be considered and adopted by the Board according to4te following proce A. A pub i Baring will need to pri or o adoption of the Ordinance (WC § 20203). iffil B. Notice of the hearing shall be published in a newspaper of general circulation once a week for two successive weeks prior to the public hearing (GC § 6066). The Ordinance will become effective 60 days from the date of its final passage (WC § 20204 The District does not provide any of its Directors with loans. Health Insurance 1W 9.6 Directors may choose to participate in the health benefits plan provided by the District. The District pays the current premium amount for Directors and 2/3 of the premium amount for eligible dependents for health, dental and vision coverage. The District also provides Group Life and AD&D insurance in the amounts of $10,000. Health benefits provided to Directors shall not be greater than the most generous schedule being offered to any group of District employees (GC § 53208.5) and will not be available after a Director is no longer an elected or appointed official of the District. 27 ,A& TRAVEL EXPENSE REIMBURSEMENT 28 Travel Expense Reimbursement 9.7 Directors are encouraged to attend conferences, conventions, meetings, symposiums intergovernmental meetings and legislative sessions relating to the mission of the District. Directors shall receive reimbursement or payment of expenses, according to District rules, incurred in the performance of their duties as required or authorized by the Board. Attendance at an event must be pre-approved or ratified by the Board in order to be considered as an activity for the purposes of compensation and reimbursement of expenses. J� Would the Board like to consider utilizing per diem rates as established by the US General Services Administration? A* 9.8 Directors shall be reimbursed for actual costs to attend activities, not to exceed: Travel: $750 Per Round Trip Lodging: $400 Per Night Meals: $50 Per Day Actual and Necessary Expenses: 4 $50 Per Day 9.9 Expenditures for lodging, meals, and transportation shall provide for reasonable and necessary comfort and convenience. Directors shall be mindful that public funds are being spent and that only a reasonable and necessary level of expense is warranted. CL IIRM6 19006 9.10 When available, Directors must use government or group rates for transportation and lodging. If the group rate is not available, the reimbursement cannot be more than the amount set forth above. The most economical mode and class of transportation reasonably consistent with the scheduling requirements will be used. In the event a more expensive class of transportation is used, the reimbursable amount will be limited to the cost of the most economical class of transportation available. 9.11 If an expense does not fall within the reimbursement rates identified above, it must be approved by a majority vote of the Board, in a public meeting, before it is incurred. 9.12 Meal expenses include the reasonable and necessary costs of meals and beverages, not including alcoholic beverages. Any amount spent over the daily reimbursable amount set forth for meals in this policy may be "deducted" from another day's reimbursable amount during that same activity, provided the cumulative daily expenses over the duration of the activity are not exceeded. 9.13 Actual and necessary expenses include tips for porters, baggage carriers, bell hops, housekeepers, and flight attendants. This does not include the cost of laundry, cleaning or pressing of clothes, 'edging tax or telephone calls. 9.14 The District shall not incur the costs for a spouse, or other accompanying person. 9.15 In order to obtain reimbursement for qualified expenses, the following procedures must be followed: 29 A. Directors shall submit all expense reimbursement requests on forms provided by the District (see Exhibits B and C) within 30 days of the activity. J� What process for review and approval would the Board like to follow? B. All expense reimbursement requests shall be reviewed and approved by the or the C. If the Director does not file an expense report within 30 days of the activity, the District will not reimburse mileage or out-of-pocket expenses. For any activity that the District prepays expenses, the Director is still required to file an expense report to ensure that any expenses prepaid by the District are properly accounted for. Staff will assist Directors with these reports as needed. To enforce the timely filing of expense reports the District may, by majority vote of the Board, stop prepaying conference and travel expenses. D. With the exception of mileage reimbursement, any expense shown on the form must have a corresponding, attached written receipt or other verification document. E. All expenses for mileage reimbursement must have a corresponding, attached route map. I%k F. All forms, receipts and verification documents shall be public documents subject to redaction of any confidential information, such as credit card numbers. 9.16 A Director shall not attend a conference or training event for which there is an expense to the District if it occurs after the Director has announced his/her pending resignation, or if it occurs after an election in which it has been determined that the Director will not retain his/her seat on the Board. A Director shall not attend a conference or training event when it is apparent that there is no significant benefit to the District. 9.17 Directors shall provide a brief report about the activity at the next regular Board meeting following attendance. Said re shall detail what was learned at the session(s) that will be of benefit to the District. aterials from session(s) may be delivered to the General Manager for inclusion in the District's library for future use. 9.18 A full accounting of expenditures of public funds shall be made and become part of the records of the District. 30 ,A& COMMUNICATIONS EXPENSE REIMBURSEMENT 31 Communications Expense Reimbursement J� Does the Board wish to update this policy to indicate that receiving agendas and other District information via electronic means is optional? 9.19 In order to support operational efficiency and reduce expenses, the Board has determined that it is in the best interests of the District to have all agendas and other District information distributed to the Board via electronic means instead of providing paper copies. Directors are eligible for the reimbursement of expenses associated with electronic equipment and related items provided: A. The Director is an elected official of the District with more than two months remaining in his/her current term of office. B. The Director has submitted a complete Communications Reimbursement form (see Exhibit D) in accordance with established procedures. C. The District shall provide reimbursement, up to $1,000 every four years for the cost of electronic equipment and related items of the Director's choosing plus a monthly allowance of $25 for a data plan relating to e-mail/internet access, etc., as applicable. Reimbursement shall include, but not be limited to tablet PCs, laptop computers, printers, papers, paper and ink, tablet PC/laptop covers or cases, protective screen wraps, extended warranties, and downloadable applications specific to the conduct of District business, such as word processing, spreadsheet or PDF annotation applications. D. Expenses that are not reimbursable include, but are not limited to, gift wrapping, engraving, downloadable applications (other than those used specifically for conducting District business) and additional adaptors. One hundred percent of the electronic equipment and approved itemized expenses reimbursed shall be reported on the Director's Form W-2 as taxable income. In providing this information, the District is not offering tax advice. Directors having questions concerning the tax implications of electronic communications reimbursement benefits are urged to contact the Internal Revenue Service or other experts in tax law. 9.20 Reimbursements will be processed when proof of purchase and original receipts are submitted by the Director along with a completed form within 30 days of purchase. 9.21 Failure to submit a completed form within this time frame shall result in a denial of the Director's request for reimbursement of the expense. A. The electronic equipment and related items for which reimbursement is provided shall become the property of the Director and all maintenance is the sole responsibility of the Director. B. Notwithstanding the foregoing, staff may, from time to time as deemed necessary, provide paper copies of District information to Directors and such 32 provision of paper copies shall not affect the reimbursement of expenses as provided in this section. Disclosure of Reimbursements 9.22 All reimbursements paid by the District of at least $100 for each individual charge for services or product received, will be disclosed in an annual report following the end of each fiscal year. Reimbursement of an individual charge includes, but is not limited to, one meal, lodging for one day, transportation, or a registration fee paid to any Director. This report shall be made available for public inspection upon request (GC § 53065.5). 33 BOARD MEETING,*GENERAL BOARD MEETINGS, AGENDAS 34 10.0 BOARD MEETINGS, GENERAL All meetings of the Board shall be held at the District's Administration Building located at 1717 East Miraloma Avenue, Placentia, California. All meetings of the Board shall be open and public and all persons are invited to attend (WC § 30529). The District shall continue to implement all applicable requirements of the Ralph M. Brown Act (GC § 54950 et seq.) to ensure transparent, open and responsive government. 10.1 Regular Meetings A. All regular meetings of the Board shall be held on the second and fourth Thursday of each month at 8:30 a.m. If these days happen to coincide with a holiday designated by law or otherwise recognized by the District, the meeting shall be rescheduled to a date and time as determined by a majority vote of the Board. , X 10.2 Special Meetings 0 A. Special meetings of the Board may be called by the President or a majority of the Board. Whenever a special meeting of the Board is called, notice in writing shall be delivered by the Secretary to each Director, and if notice is requested in writing, to each local newspaper of general circulation and radio or television station. The notice shall be delivered personally or by any other means and shall be received at least 24 hours in advance of the meeting. The notice shall specify the time and place of such meeting and the purpose of the meeting. The written notice may be dispensed with as to any Director who, at or prior to the time the meeting convenes, files with the Secretary a written waiver of notice. The written notice may also be dispensed with as to any member who is actually present at the meeting at the time it convenes. 10.3 Emergency Meetings In the event of an e ency situation involving matters upon which prompt action is necessary d the disruption or threatened disruption of public facilities, the Board may old an emergency special meeting without complying with the 24 hour notice required in Section 10.2 herein. An emergency situation means a crippling disaster which severely impairs public health, safety, or both. The President, or the Vice President in the absence of the President, or the General Manager, may determine if an emergency situation exists. Whenever an emergency meeting of the Board is called, notice in writing shall be delivered by the Secretary to each Director, and if notice is requested in writing, to each local newspaper of general circulation and radio or television station. The notice shall be delivered personally or by any other means and shall be received at least one hour in advance of the meeting. In the event that telephonic services are not functioning, the notice requirement of one hour is waived. The Secretary shall then notify such newspapers, radio stations, or television states of the fact of the holding of the emergency meeting, and of any action taken by the Board, as soon after the meeting as possible. 35 No Closed Session may be held during an emergency meeting, and all other rules governing special meetings shall be observed with the exception of the 24 hour notice. The minutes of the emergency meeting, a list of persons the Board or designee notified or attempted to notify, a copy of the roll call vote(s), and any actions taken at such meeting shall be posted for a minimum of ten days in the District office as soon after the meeting as possible. 11.0 BOARD MEETINGS, AGENDAS 11.1 Agendas A. 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 (GC § 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. B. The Secretary shall, under direction of the General Manager, prepare an agenda of such matters according to Section 11.2 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. J� Does the Board wish to continue this practice. C. A copy of the draft agenda for every meeting of the Board will be provided to the Presiding Chair (should one be appointed) for review prior to posting by the Secretary. MM 1W D. A copy of the finalized agenda for every meeting of the Board shall be posted at least 72 hours prior to the meeting in a place that is freely accessible to members of the public. Once posted, copies of the complete agenda and supporting materials shall be available for public inspection during business hours at the District office and on the District's website. lqm E. Agendas for all special meetings of the Board shall be posted in the same manner at least 24 hours prior to the meeting. The agenda for a special meeting of the Board is limited to only those matters specifically set forth in the purpose of the call for the special meeting. No other business shall be considered at a special meeting. F. All agendas and other District information shall be distributed to the Board via electronic means instead of providing paper copies. Director incurred expenses for electronic equipment and related items required for receiving, accessing and printing all agendas and information shall be reimbursed in accordance with Section 9.0 herein. G. 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 36 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. H. All information made available to the Board (except confidential information allowed by law per legal counsel authority) shall be available for public review prior to the Board meeting. I. Any Director may contact the General Manager and request an item to be placed on the agenda no later than 12:00 p.m. the day before an agenda is scheduled to be closed. In general, all agendas will be closed on Wednesday of the week prior to the meeting date. J. Any member of the public may reques that a matter directly related to District business be placed on the agenda of a regularly scheduled meeting of the Board, subject to the following conditions: 1. The request must be in writing and submitted to the General Manager together with supporting documents and information, if any, at least 10 days prior to the date of the meeting; 2. The General Manager shall be the ole judge of whether the public request is or is not a "matter directly related to District business". The public member requesting the agenda item may appeal the General Manager's decision at the next regular meeting of the Board. Any Director may request that the ite be placed on the agenda of the Board's next regular meeting. No matter which is legally a proper subject for consideration by the Board in Closed Session will be accepted; The Board may place limitations on the total time to be devoted to a public request issue at any meeting, and may limit the time allowed for any one erson to speak on the issue at the meeting. 11.2 Order of Business FF A. 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. B. 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. 37 C. If a quorum is present, the Secretary shall so advise the Presiding Officer. If a quorum 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 in a place that is freely accessible to members of the public within 24 hours of such adjournment. D. Three of the five Directors elected or appointed to the Board shall constitute a quorum for any meeting of the Board (WC § 30524). 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. No ordinance, resolution or motion shall be passed or become effective without the affirmative votes of at least a majority of the members of the Board (WC § 30525). E. Directors may attend 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 (GC § 54950 et seq.). Duly noticed teleconference locations may be outside the District's jurisdictional boundaries, but for purposes of establishing a quorum, at least three 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 shall be taken by roll call. F. The Presiding Officer may, on his/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. G. The Board may take action on items not appearing on the posted agenda under the following circumstances: NM _� A 1. Upon determination by a majority vote of the Board that an emergency, work stoppage or crippling disaster exists that impairs public health and/or safety. 2. Upon determination by a two-thirds vote of the Board or by all Directors if only three are present, that a matter came to the attention of the District subsequent to posting the agenda that needs immediate action by the Board. 3. When an item was posted on the agenda of, and was continued from, a meeting held not more than five days earlier. H. 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: 1. Introductions and Presentations 2. Public Hearings 3. Consent Calendar 38 4. Action Calendar 5. Discussion Calendar 6. Informational Reports and Other Business 7. Closed Session(s) 8. Adjournment I. The Public Hearings portion of the agenda, if any, will be held at the time specified in the legal notice advertising such hearing. In general, the order of procedure for a public hearing is as follows: 1. Opening of Hearing by Presiding Officer 2. Verification of Notice of Hearing Provided by Secretary 3. Reports by General Manager, Staff and/or Consultant 4. Receipt of Communications Written by Public 5. Comments from the Public Speaking in Favor and/or Against the Issue 6. Questions to Staff and Discussion by Board 7. General Manager's Recommendations to Approve, Modify, Continue, or Deny 8. Continue or Close Public Hearing 9. Consideration of Action by the Board G&I'Amw X J. 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 shall 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: 1. Minutes of Previous Board Meetings 2. Approval to Pay Warrants 3. Routine Environmental Assessments 4. Approval of Routine Terms and Conditions for Water and/or Sewer Service 5. Approval of Change Orders (With a dollar value within the General Manager's authority consistent with the approved purchasing policy.) 6. Approval of Contracts (For projects identified in the adopted budget.) 7. Final Acceptance of Facilities 8. Disposition of Liability Claims 9. Other Routine Administrative Matters K. The Action Calendar portion of the agenda shall include items requiring staff presentation and/or Board discussion prior to formal Board action. Items shall generally be listed in order of priority and with items of a similar nature grouped 39 together. Items may be addressed out of order upon request and with the consent of the Presiding Officer. L. 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. M. The Informational Reports and Other Business portion of the agenda provides an opportunity for the presentation of reports by the General Manager, reports from 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 meetings and assignments on the Board's activity calendar. N. Closed Sessions are strictly limited to the open meeting exceptions as defined in the Brown Act (GC § 54950 et seq.). At times, during Board meetings, the Board may adjourn into Closed Session to discuss personnel matters, real estate negotiations, existing or anticipated litigation or other matters as specified in the exceptions set forth in the Brown Act (GC § 54950 et seq.). Appropriate agenda descriptions are also required for Closed Session items. O. A motion to adjourn must be moved by a Director and seconded by another Director, and is subject to debate. No further business can be conducted after an affirmative vote to adjourn. Im P. The Board may adjourn any regular or adjourned regular meeting to a time and place specified in the motion of adjournment so approved by the Board. 1411L '90 To avoid non-compliance with the Brown Act, Directors are prohibited from sending and receiving electronically produced messages during meetings. 40 ,A& BOARD MEETING MINUTES 41 12.0 BOARD MEETINGS, MINUTES J� Current policy language per Res. 11-15: 12.1 The Secretary will enter into the Minutes for each meeting a record of all Board actions and a summary of the discussion on each matter considered by the Board. Optional policy language: The Secretary shall keep minutes of all Board meetings. Minutes are to record meaningful discussion and actions taken; they are not intended to be verbatim records. Members of the public requesting information about a meeting shall be encouraged to listen to the audio recording made of each meeting. Draft minutes shall be distributed to the Board for review and approval at the next regular meeting or as soon as possible thereafter. Minutes may be approved as part of the Consent Calendar. The official minutes of all Board meetings shall be ke�tin a fire-proof vault or in fire- resistant locked cabinets at the District's Administration office. An audio recording shall be made of all regular and special Board meetings and retained for 60 days following the date the meeting minutes are approved by a majority vote of the Board. Video recordings of all regular Board meetings will be retained for a minimum of 30 days. (Standard retention for audio/video recordings is 30 days, or after the minutes are approved, whichever is longeS(GC § 54953.5(b)). Available options for minutes are as s: ,& R- -A • Ac tion Only • Action and Summary of Discussion • Verbatim • Audio Recording to Serve as Official Minutes (Never Destroyed) Would the Board like to consider audio recording all special, workshop and committee meetings or continue with recording regular Board meetings only? N4 10 42 ,A& BOARD MEETINGS CONDUCT 43 13.0 BOARD MEETINGS, CONDUCT 13.1 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. A. 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. B. 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/she shall 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. V&IIRM6. 19106 C. 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 Section 4.0 herein. If grounds for disqualification exist, the Director at issue shall announce prior to consideration of the item that he/she has a conflict of interest, explain the specific conflict, and then 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 (GC § 87105(a)(3); 2 CCR 18702.5(d)(1)). Any Director unsure about whether a conflict of interest exists may request an opinion from legal counsel. D. 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 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/her name being called last in a roll call vote. E. 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 shall confine his/her comments to the subject under discussion. Any Director, once recognized, shall not be interrupted except by a call to order from the Presiding Officer. If a Director is called to order, he/she shall cease speaking until the question or order is determined; if determined to be in order, they may proceed. 44 F. Any Director moving the adoption or approval of a matter may call for the question. G. 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. H. 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. I. Unless a Director declares a conflict of interest or abstains, silence will be recorded in the Minutes as an affirmative vote. J. The Secretary will enter into the Minutes for each meeting a record of all Board actions and a summary of the discussion on each matter considered by the Board. K. Any person desiring to speak shall first address the chair. Upon recognition by the Presiding Officer, the speaker shall state his/her name, representation and/or affiliation and the matter on which he/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 three minutes in length unless a time extension is granted by the Presiding Officer. A maximum of 20 minutes will be allotted for each subject matter pursuant to the discretion of the Presiding Officer. No action will betaken on matters not appearing on the posted agenda for that meeting, although Directors may respond briefly to public comments. 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 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. 45 ,A& BOARD ACTIONS AND DECISIONS 46 14.0 BOARD ACTIONS AND DECISIONS 14.1 The Board shall act only by Ordinance, Resolution or Motion (WC § 30523). The Presiding Officer shall state each matter as it is presented for consideration by the Board and shall announce each decision of the Board. 14.2 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 ordinances 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. AMW 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 voting Aye, No, Abstain, or Absent on each adopted ordinance. All ordinances shall be signed by the Presiding Officer and attested by the Secretary (WC § 30528). 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. 19006-AMW 4M 14.3 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 voting Aye, No, Abstain, or Absent on each adopted resolution. All resolutions shall be signed by the Presiding Officer and attested by the Secretary. 14.4 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. ,qmbk NM '90 14.5 Except where action is taken by the unanimous vote of all Directors present and voting, the Secretary shall record the names of all Directors and identify them as voting Aye, No, Abstain or Absent upon the passage of all ordinances, resolutions, or motions and enter them upon the Minutes of the Board (WC § 30526). IV 47 ,A& REVIEW OF ADMINISTRATIVE DECISIONS 48 15.0 REVIEW OF ADMINISTRATIVE DECISIONS ,� Optional policy language: 15.1 An administrative decision is an action or decision made by the Board which is subject to review by a court of competent jurisdiction. Such decisions include: suspension, demotion, or dismissal of an officer or employee; revoking or denying an application for a permit, license or other entitlement; or imposing a civil or administrative penalty, fine, charge or cost. Judicial review of all administrative decisions of the Board may be sought pursuant to the provisions of § 1094.5 of the Code of Civil Procedure of the State of California. The procedural provisions of § 1094.6 of said Code, including the time limitations, shall apply to any such proceeding. The provisions of § 1094.6 shall prevail over any conflicting provision and any otherwise applicable law, rule, policy or regulation of the District affecting the subject matter of an appeal. The purpose of these Code sections is to ensure efficient administration of the District by providing for the expeditious review of decisions rendered by the Board. § 1094.6 specifically establishes a 90 day time limit to initiate a lawsuit to challenge a District administrative decisio . The short time period is intended to provide finality to Board decision 49 'JO EXHIBITS AND APPENDICES 50 16.0 EXHIBITS AND APPENDICES Exhibits A. Directors' Monthly Compensation Form B. Directors' Travel Expense Reimbursement Form C. Directors' Mileage Reimbursement Form D. Directors' Communications Expense Reimbursement Form E. Sample Conflict of Interest Declarations F. Acknowledgement Appendix 1.0 Rules for Organization and Procedure (Res. 11-15) 2.0 Affirming Compliance with the Ralph M. Brown Act (Res. 12-21) 3.0 Setting Compensation for Members of the Board (Ord. 03-01) 4.0 Expense Reimbursement and Director Ethics Training (Res. 11-05) 5.0 Timely Filing of Director Activity and Expense Reports (Res. 01-05) 6.0 Distribution of District Information and Communications Expense Reimbursement (Res. 12-10) 7.0 Rules and Procedures Relative to the Conduct of Board Members (Res. 10-05) 8.0 Conflict of Interest Codes (Res. 14-16 and Res. PFC-12-01) 9.0 Setting Time and Place for All Regular Meetings (Res. 08-13) 51