The URL can be used to link to this page

Home My WebLink About2015-11-25 - Board of Directors Meeting Agenda Packet AGENDA YORBA LINDA WATER DISTRICT BOARD OF DIRECTORS SPECIAL MEETING Wednesday, November 25, 2015, 8:30 AM 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. ADDITIONS/DELETIONS TO THE AGENDA 5. 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 three minutes. 6. CONSENT CALENDAR All items listed on the consent calendar are considered to be routine matters, status reports, or documents covering previous Board instructions. The items listed on the consent calendar may be enacted by one motion. There will be no discussion on the items unless a member of the Board, staff, or public requests further consideration. 6.1. Minutes of the Board of Directors Regular Meeting held October 8, 2015 Recommendation: That the Board of Directors approve the minutes as presented. 6.2. Payments of Bills, Refunds, and Wire Transfers Recommendation: That the Board of Directors ratify and authorize disbursements in the amount of $1,194,626.26. 6.3. Investment Report for Period Ending September 30, 2015 Recommendation: That the Board of Directors receive and file the Investment Reports for the Period Ending September 30, 2015. 6.4. Unaudited Financial Statements for the Period Ending September 30, 2015 Recommendation: That the Board of Directors receive and file the Unaudited Financial Statements for the Period Ending September 30, 2015. 7. ACTION CALENDAR This portion of the agenda is for items where staff presentations and Board discussions are needed prior to formal Board action. 7.1. Voting Delegate for the ACWA General Session Membership Meeting(s) Recommendation: That the Board of Directors authorize Director Robert R. Kiley to serve as the District's voting delegate for the upcoming ACWA General Session Membership Meeting(s) and provide him with voting instructions. 8. REPORTS, INFORMATION ITEMS, AND COMMENTS 8.1. President's Report 8.2. Directors' Reports 8.3. General Manager's Report 8.4. General Counsel's Report 8.5. Future Agenda Items and Staff Tasks 9. COMMITTEE REPORTS 9.1. Interagency Committee with MWDOC and OCWD (Collett / Melton) · Minutes of the meeting held November 24, 2015 at 4:00 p.m. (To be provided at the next regular Board meeting.) · Next meeting is scheduled to be held January 26, 2016 at 4:00 p.m. 9.2. Joint Agency Committee with City of Yorba Linda (Collett / Beverage) · Minutes of the meeting held November 17, 2015 at 9:00 a.m. (To be provided at the next regular Board meeting.) · Next meeting scheduled to be held December 15, 2015 at 9:00 a.m. at YL City Hall. 9.3. Interagency Meeting with City of Placentia and Golden State Water (Melton / Kiley) · Next meeting is scheduled to be held December 8, 2015 at 2:00 p.m. at Placentia City Hall. 9.4. Citizens Advisory Committee (Collett) · Minutes of the meeting held October 26, 2015 at 8:30 a.m. · Next meeting is scheduled to be held December 7, 2015 at 8:30 a.m. 10. INTERGOVERNMENTAL MEETINGS 10.1. YL City Council - November 17, 2015 (Collett) 10.2. LAFCO - November 18, 2015 (Beverage - As Needed) 10.3. MWDOC Board - November 18, 2015 (Staff) 10.4. OCWD Board - November 18, 2015 (Kiley) 10.5. YL Planning Commission - November 18, 2015 (Hawkins) 11. BOARD OF DIRECTORS ACTIVITY CALENDAR 11.1. Meetings from November 26, 2015 - December 31, 2015 12. CONFERENCES, SEMINARS, AND SPECIAL EVENTS This section of the agenda is for the Board of Directors to authorize Director attendance at the listed events. 12.1. Community Leaders Luncheon - December 3, 2015 Legislative Open House - December 7, 2015 MWDOC Water Policy Forum - January 22, 2016 UWI Spring Conference - February 10-12, 2016 Recommendation: That the Board of Directors authorize Director attendance at these events if desired. 13. 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. 13.1. Conference with Legal Counsel - Anticipated Litigation Significant Exposure to Litigation Pursuant to Paragraph (2) of Subdivision (d) of Section 54956.9 of the California Government Code Number of Potential Cases: Two 14. ADJOURNMENT 14.1. The next Regular Board of Directors Meeting will be held Thursday, December 10, 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. 6.1 AGENDA REPORT Meeting Date: November 25, 2015 Subject:Minutes of the Board of Directors Regular Meeting held October 8, 2015 STAFF RECOMMENDATION: That the Board of Directors approve the minutes as presented. ATTACHMENTS: Name:Description:Type: 2015-10-08_-_BOD_-_Minutes.doc Minutes Minutes Approved by the Board of Directors of the Yorba Linda Water District 11/25/2015 GM/RK 5-0 Minutes of the YLWD Board of Directors Regular Meeting Held Thursday, October 8, 2015 at 8:30 a.m. 1 2015-XXX MINUTES OF THE YORBA LINDA WATER DISTRICT BOARD OF DIRECTORS REGULAR MEETING Thursday, October 8, 2015, 8:30 a.m. 1717 E Miraloma Ave, Placentia CA 92870 1. CALL TO ORDER The October 8, 2015 Regular Meeting of the Yorba Linda Water District Board of Directors was called to order by President Collett at 8:30 a.m. The meeting was held in the Board Room at the District’s Administration Building located at 1717 East Miraloma Avenue in Placentia, California 92870. 2. PLEDGE OF ALLEGIANCE President Collett led the pledge. 3. ROLL CALL DIRECTORS PRESENT STAFF PRESENT Ric Collett, President Marc Marcantonio, General Manager Michael J. Beverage, Vice President Steve Conklin, Engineering Manager Robert R. Kiley John DeCriscio, Operations Manager Gary T. Melton Delia Lugo, Finance Manager Damon Micalizzi, Public Information Manager DIRECTORS ABSENT Art Vega, Information Technology Manager Phil Hawkins Bryan Melton, Human Resources Analyst Annie Alexander, Executive Secretary ALSO PRESENT Art Kidman, Partner, Kidman Law LLP (Arrived at 8:39 a.m.) Eddy Beltran, Partner, Kidman Law LLP Daniel Mole, Chair, YLWD Citizens Advisory Committee Tom Lindsey, Mayor Pro Tem, City of Yorba Linda Brett Barbre, Director, MWDSC and MWDOC (Arrived at 9:10 a.m.) Bruce Anderson, Resident 4. ADDITIONS/DELETIONS TO THE AGENDA None. 5. PUBLIC COMMENTS None. Minutes of the YLWD Board of Directors Regular Meeting Held Thursday, October 8, 2015 at 8:30 a.m. 2 6. COMMITTEE REPORTS 6.1. Citizens Advisory Committee (Collett) Minutes of the meeting held August 24, 2015 at 8:30 a.m. were provided in the agenda packet. Minutes of the meeting held September 28, 2015 at 8:30 a.m. were provided in the agenda packet. Mr. Daniel Mole addressed the Board and provided a report regarding matters discussed during the meeting including the results of the Prop 218 Hearing, conservation efforts, and the expected continuation of the state’s conservation mandate despite predicted precipitation with the arrival of El Nino. The Board thanked Mr. Mole for his service as Committee Chair for the past several years. Next meeting is scheduled to be held October 26, 2015 at 8:30 a.m. PUBLIC COMMENTS CONTINUED Mr. Bruce Anderson, resident, spoke regarding an incident of water waste he had previously reported and made some suggestions for improved visibility of the associated hotline number. He also commented on the District’s 24-hour emergency number, the meter reading schedule, and trees on the horse trail he had been watering. Mr. Marcantonio indicated that he would ask staff to follow up with Mr. Anderson regarding his concerns. 7. CONSENT CALENDAR Director Beverage made a motion, seconded by Director Melton, to approve the Consent Calendar. Motion carried 4-0-0-1 with Director Hawkins being absent. 7.1. Minutes of the Board of Directors Regular Meeting held September 10, 2015 Recommendation: That the Board of Directors approve the minutes as presented. 7.2. Payments of Bills, Refunds, and Wire Transfers Recommendation: That the Board of Directors ratify and authorize disbursements in the amount of $535,468.78. Minutes of the YLWD Board of Directors Regular Meeting Held Thursday, October 8, 2015 at 8:30 a.m. 3 8. ACTION CALENDAR 8.1. Reschedule Board Meetings in November and December Director Beverage made a motion, seconded by Director Kiley, to (1) reschedule the meeting on Thursday, November 26, 2015 to Wednesday, November 25, 2015 at 8:30 a.m.; and (2) reschedule the meeting on Thursday, December 24, 2015 to Wednesday, December 23, 2015 at 8:30 a.m. Motion carried 4-0-0-1 with Director Hawkins being absent. 9. REPORTS, INFORMATION ITEMS, AND COMMENTS 9.1. President's Report President Collett requested that staff follow up with Mr. Anderson regarding his concerns. Mayor Pro Tem Lindsey briefly commented on the City’s landscape maintenance practices as related to trees. 9.2. Directors' Reports Lucia Kust Park Ribbon Cutting Ceremony – October 6, 2015 Directors Collett and Kiley reported on their attendance at this event. 9.3. General Manager's Report Mr. Marcantonio asked Mrs. Delia Lugo to provide her report first. Mrs. Lugo reported that staff had finalized the validation process for all written communications and protests received by closing of the Prop 218 hearing at 9:11 p.m. on September 17, 2015. Of the 27,366 potential protests, exactly 21,042 did not protest the Prop 218 process for the proposed water and wastewater rate change. That is 77% of the District’s parcel owners. A final declaration of these results will be retained in the District’s records in accordance with established policy. Mrs. Lugo then responded to questions from the Board regarding the number of invalid protests and the number of protests delivered the night of the hearing. Mrs. Lugo then provide a report regarding other recent activities within the Finance Department. Mr. Marcantonio then asked each of the remaining managers (or their designee) to provide a report regarding activities within their respective departments. He also provided the Board with an overview of his activities and meeting attendance. Minutes of the YLWD Board of Directors Regular Meeting Held Thursday, October 8, 2015 at 8:30 a.m. 4 9.4. General Counsel's Report None. 9.5. Future Agenda Items and Staff Tasks Director Melton suggested that the Board consider providing a short description regarding the need for attendance at future conferences. Director Kiley requested for clarification regarding auto liability coverage when Directors were using their personal vehicles to travel to meetings, events and conferences on District business. Director Beverage requested financial data for a future meeting with the City of Yorba Linda. PUBLIC COMMENTS CONTINUED Director Brett Barbre commented on the City of Brea’s new water rates and reporting practices for Board conference attendance at MWDOC. 10. COMMITTEE REPORTS CONTINUED 10.1. Interagency Committee with MWDOC and OCWD (Collett / Melton) Minutes of the meeting held September 22, 2015 at 4:00 p.m. were provided in the agenda packet. Director Beverage and Next meeting is scheduled to be held November 24, 2015 at 4:00 p.m. 10.2. Joint Agency Committee with City of Yorba Linda (Collett / Beverage) Minutes of the meeting held September 23, 2015 at 10:00 a.m. will be provided at the next regular Board meeting. Director Beverage provided a report regarding matters discussed during the meeting. Mayor Pro Tem Lindsey suggested that this committee continue to meet on a monthly basis through March 2016. Next meeting is scheduled to be held October 20, 2015 at 10:00 a.m. at YL City Hall. 10.3. Interagency Meeting with City of Placentia and Golden State Water (Melton / Kiley) Minutes of the meeting held July 27, 2015 at 2:00 p.m. were provided in the agenda packet. Minutes of the meeting held September 29, 2015 at 2:00 p.m. will be provided at the next regular Board meeting. Director Melton provided a report regarding matter discussed during the meeting. Minutes of the YLWD Board of Directors Regular Meeting Held Thursday, October 8, 2015 at 8:30 a.m. 5 Next meeting is scheduled to be held December 8, 2015 at 2:00 p.m. at Placentia City Hall. 11. INTERGOVERNMENTAL MEETINGS Each of the Directors reported on their attendance at the following meetings. 11.1. YL LMCAC - September 24, 2015 (Beverage - As Needed) Director Beverage did not attend. 11.2. WACO - October 2, 2015 (Kiley) 11.3. YL City Council - October 6, 2015 (Beverage) 11.4. MWDOC Board - October 7, 2015 (Melton) 11.5. OCSD Operations Committee - October 7, 2015 (Kiley/Beverage) 11.6. OCWD Board - October 7, 2015 (Collett) 12. BOARD OF DIRECTORS ACTIVITY CALENDAR 12.1. Meetings from October 9, 2015 – November 30, 2015 The Board reviewed the activity calendar and made no changes. 13. CONFERENCES, SEMINARS, AND SPECIAL EVENTS 13.1. Lucia Kust Park Ribbon Cutting Ceremony - October 6, 2015 CRWUA Annual Conference - December 16-18, 2015 Director Collett made a motion, seconded by Director Melton, to authorize and/or ratify Director attendance at these events if desired. Motion carried 4-0-0-1 with Director Hawkins being absent. 14. CLOSED SESSION The meeting was adjourned to Closed Session at 10:17 a.m. All Directors in attendance were present. Also present were Messrs. Marcantonio, Micalizzi, Kidman, and Beltran. 14.1. Conference with Legal Counsel - Anticipated Litigation Significant Exposure to Litigation Pursuant to Paragraph (2) of Subdivision (d) of Section 54956.9 of the California Government Code Number of Potential Cases: One Mr. Micalizzi left the Closed Session at 11:55 a.m. Minutes of the YLWD Board of Directors Regular Meeting Held Thursday, October 8, 2015 at 8:30 a.m. 6 Messrs. Kidman and Beltran left the Closed Session at 12:10 p.m. 14.2. Public Employee Performance Evaluation Pursuant to Section 54957 of the California Government Code Title: General Manager The Board reconvened in Open Session at 12:15 p.m. President Collett announced that no action was taken during Closed Session that was required to be reported under the Brown Act. 15. ADJOURNMENT 15.1. The meeting was adjourned at 12:15 p.m. The next Regular Board of Directors Meeting will be held Thursday, October 22, 2015 at 8:30 a.m. Annie Alexander Assistant Board Secretary ITEM NO. 6.2 AGENDA REPORT Meeting Date: November 25, 2015 Budgeted:Yes To:Board of Directors Cost Estimate:$1,194,626.26 Funding Source:All Funds From:Marc Marcantonio, General Manager Presented By:Delia Lugo, Finance Manager Dept:Finance Reviewed by Legal:N/A Prepared By:Richard Cabadas, Accounting Assistant I CEQA Compliance:N/A Subject:Payments of Bills, Refunds, and Wire Transfers SUMMARY: Section 31302 of the California Water Code says the District shall pay demands made against it when they have been approved by the Board of Directors. Pursuant to law, staff is hereby submitting the list of disbursements for Board of Directors’ approval. STAFF RECOMMENDATION: That the Board of Directors ratify and authorize disbursements in the amount of $1,194,626.26. DISCUSSION: The major items on this disbursement list are as follows: A check of $105,590.24 to ACWA/JPIA for December 2015 medical and dental premium; a check of $52,489.06 to Cogsdale Services Corp. for annual maintenance and tech support; a wire of $480,166.78 to MWDOC for September 2015 water purchases; a wire of $37,000.26 to So. California Edison for October 2015 electricity charges for multiple locations; and a wire of $14,125.00 to CalPERS for OPEB 15/16 – additional ARC contribution. The balance of $244,094.85 is routine invoices. The Accounts Payable check register total is $933,466.19; Payroll No. 23 total is $261,160.07; and the disbursements of this agenda report are $1,194,626.26. A summary of the checks is attached. PRIOR RELEVANT BOARD ACTION(S): The Board of Directors approves bills, refunds and wire transfers semi-monthly. ATTACHMENTS: Name:Description:Type: 15-CS_1125.pdf CAP SHEET Backup Material CkReg112515.pdf CHECK REGISTER Backup Material 15_CC_1125.pdf CREDIT CARD SUMMARY Backup Material Approved by the Board of Directors of the Yorba Linda Water District 11/25/2015 GM/RK 5-0 . November 18, 2015 CHECK NUMBERS & WIRE: Computer Checks 66646—66747 $ 402,174.15 ___________ $ 402,174.15 WIRES: W111315 MWDOC $ 480,166.78 W 111915 CalPERS $ 14,125.00 W111915A So. California Edison $ 37,000.26 ____________ $ 531,292.04 TOTAL OF CHECKS & WIRES $933,466.19 PAYROLL NO. 23: Direct Deposits $ 168,314.62 Third Party Checks 6272—6280 $ 46,977.35 Payroll Taxes $ 45,868.10 $ 261,160.07 TOTAL OF PAYROLL $261,160.07 ---------------------------------------------------------------------------------------------------------------------- DISBURSEMENT TOTAL: $1,194,626.26 ================================================================== APPROVED BY THE BOARD OF DIRECTORS MINUTE ORDER AT BOARD MEETING OF NOVEMBER 25, 2015 ==================================================================. Check No.Date Vendor Name Amount Description 66667 11/25/2015 ACWA/JPIA 105,590.24 MEDICAL & DENTAL PREMIUM - DECEMBER 2015 66668 11/25/2015 ACWA-Assn Of Ca Water Agencies 21,189.33 2016 AGENCY - MEMBER DUES 66674 11/25/2015 Air Resources Board 570.00 PORTABLE EQUIPMENT REGISTRATION PROG #148602 66669 11/25/2015 Alternative Hose Inc.225.06 HOSE ASSEMBLY AND FITTINGS 66670 11/25/2015 Anaheim Wheel & Tire 180.00 ROTATE & BALANCE - UNIT 173 & 193 66662 11/25/2015 ANGELIQUE H REISER 180.52 CUSTOMER REFUND 66671 11/25/2015 Apollo Technologies Inc.430.00 WATER TREATMENT SERVICE 66672 11/25/2015 Aqua-Metric Sales Co.16,617.11 WAREHOUSE STOCK 66673 11/25/2015 Aramark 1,075.75 UNIFORM SERVICE 66684 11/25/2015 ARC 20.00 PLANWELL DATA 66675 11/25/2015 Autoscribe Corporation 784.50 PMT VISION GATEWAY - OCT 15 66676 11/25/2015 AWWA 795.00 2015 ANNUAL CONF EXPO - RICK W 66677 11/25/2015 Bryan Hong 145.00 D2 CERTIFICATE REIMBURSEMENT 66678 11/25/2015 CalCard US Bank 13,326.10 CREDIT CARD TRANSACTIONS - OCT. & NOV. 2015 W111915 11/19/2015 CalPERS 14,125.00 OPEB 15/16 - ADDITIONAL ARC CONTRIBUTION 66679 11/25/2015 Carlos Murillo 235.00 D4 CERTIFICATE REIMBURSEMENT 66680 11/25/2015 City Of Anaheim 25,934.73 LAKEVIEW & RICHFIELD -ELECTRICAL CHARGES- OCT 2015 66681 11/25/2015 City Of Placentia 506.50 ENCROACHMENT PERMITS 66682 11/25/2015 City Of Placentia 5,892.87 SEWER FEES - OCTOBER 2015 66653 11/25/2015 CITY OF YORBA LINDA 387.20 CUSTOMER REFUND 66683 11/25/2015 Cogsdale Services Corporation 52,489.06 ANNUAL MAINT & TECH SUPPORT 66685 11/25/2015 CPR1 LLC 661.20 AED SOLUTION - 1ST AID 66686 11/25/2015 Culligan of Santa Ana 1,188.53 EQUIPMENT - PE SOFTENER 66687 11/25/2015 Dapper Tire Co. Inc.3,089.17 TIRE REPLACEMENTS - UNIT 156, 172 & 193 66657 11/25/2015 DARRYL WELCH 32.40 CUSTOMER REFUND 66688 11/25/2015 DCL America Inc.6,570.72 WELL 1 CATALYST 66649 11/25/2015 DEBRA NOWAK 125.68 CUSTOMER REFUND 66689 11/25/2015 Delia Lugo 1,366.86 CALPERS EDUCATIONAL FORUM - OCT 2015 (D Lugo & K Mccann) 66690 11/25/2015 Diane Dalton 250.00 CERTIFICATE REIMBURSEMENT - CWEA GD2 66692 11/25/2015 Doxo Inc 4,200.00 DOXO SERVICES - AUGUST 2015 - AUGUST 2016 66648 11/25/2015 EDEN TAGLE 51.97 CUSTOMER REFUND 66693 11/25/2015 Eisel Enterprises, Inc.1,062.72 J2013-15 - 438 & 666 METER BOX, LIDS & COVERS 66694 11/25/2015 Elite Equipment Inc 147.31 VEHICLE MAINTENANCE 66695 11/25/2015 Employee Relations, Inc.100.50 PRE-EMP BACKGRND CK 66702 11/25/2015 Environmental Equipment Supply 78.04 SWIVEL HOSE REEL - UNIT 168 66697 11/25/2015 EyeMed 1,365.95 NOVEMBER 2015 - EYE PREMIUM 66696 11/25/2015 Fairway Ford Sales, Inc.541.42 AUTO MAINTENANCE - UNIT 173 66698 11/25/2015 Fleet Services, Inc 348.98 VEHICLE MAINTENANCE - #168 66699 11/25/2015 Flex Advantage 112.50 FLEX PROCESSING FEES OCT 66700 11/25/2015 Francisco J. Martinez 105.00 CERTIFICATE REIMBURSEMENT - WATER TREATMENT 66701 11/25/2015 Fry's Electronics 1,162.39 IT - COMPUTER EQUIPMENT 66656 11/25/2015 GENESIS CRUZ 116.52 CUSTOMER REFUND 66654 11/25/2015 GERTRUDE KIM 153.68 CUSTOMER REFUND 66651 11/25/2015 GREGORY A HELM 6.35 CUSTOMER REFUND 66703 11/25/2015 Infosend Inc.10,521.67 MONTHLY BILLING 66665 11/25/2015 IRA FRIEDMAN 91.31 CUSTOMER REFUND 66704 11/25/2015 Jackson's Auto Supply - Napa 1,596.29 VEHICLE MAINTENANCE 66647 11/25/2015 JAN MYERS 393.55 CUSTOMER REFUND 66652 11/25/2015 JEAN LANGLOIS 136.77 CUSTOMER REFUND 66666 11/25/2015 JEAN YU 104.85 CUSTOMER REFUND 66705 11/25/2015 John Decriscio 329.90 REIMBURSEMENT - TRAVEL EXPENSE - AWWA CONFERENCE 66664 11/25/2015 JOY KIN 56.91 CUSTOMER REFUND 66658 11/25/2015 KEVIN REFLOW 162.69 CUSTOMER REFUND 66706 11/25/2015 Kidman Law 30,660.00 LEGAL SERVICES - OCTOBER 2015 66707 11/25/2015 Kimball Midwest 160.64 HARDWARE SUPPLIES 66708 11/25/2015 Konica Minolta Business 638.58 BIZHUB 181/ C552 OCTOBER Yorba Linda Water District Check Register For Checks Dated: 11/13/2015 thru 11/25/2015 66709 11/25/2015 Konica Minolta Business 567.01 LEASE - BIZHUB C552 & 181 66710 11/25/2015 Los Angeles Times 116.40 LA TIMES DELIVERY THRU 4/27/16 66711 11/25/2015 Managed Health Network 166.50 EAP - NOVEMBER 2015 66712 11/25/2015 Marina Landscape, Inc 4,114.68 LANDSCAPE MAINTENANCE - OCT 2015 66713 11/25/2015 Mc Fadden-Dale Hardware 682.89 HARDWARE SUPPLIES 66714 11/25/2015 Mc Master-Carr Supply Co.133.15 HARDWARE SUPPLIES 66715 11/25/2015 Mobile Industrial Supply 8.00 NITROGEN CYLINDER 66747 11/25/2015 Municipal Water District 24,942.87 FY15/16 CHOICE PROGRAMS W111315 11/13/2015 Municipal Water District 480,166.78 WATER DELIVERY - SEPTEMBER 2015 66716 11/25/2015 NatPay Online Business Solutions 59.55 DOCULIVERY FEES - JULY -& SEPTEMBER 2015 66717 11/25/2015 NEOGOV, Inc.8,000.00 SOFTWARE LICENSE - HR 66718 11/25/2015 Nickey Kard Lock Inc 5,225.99 FUEL CHARGES - OCTOBER 2015 66719 11/25/2015 One Source Distributors, LLC 1,504.13 POWER FLEX, COMPONENTS & CONDUIT BOXES 66720 11/25/2015 Orange Coast Petroleum Equip.67.19 VEHICLE MAINTENANCE - UNIT #168 66721 11/25/2015 Orange County - Tax Collector 1,700.00 SIGNATURE VERIFICATION / YLWD REFERENDUM 66722 11/25/2015 Orange County - Tax Collector 27.52 ENCROACHMENT PERMIT#2014-00713 66725 11/25/2015 P.T.I. Sand & Gravel, Inc.630.35 BASE MATERIAL - FILL SAND 66723 11/25/2015 Pacific Truck Equipment Inc.444.72 VANAIR - UNIT 193 66736 11/25/2015 Petty Cash 161.49 PETTY CASH/YARD 66724 11/25/2015 Plumbers Depot Inc.400.10 SEWER REPAIR PARTS 66659 11/25/2015 POSTED PROPERTIES.COM 404.13 CUSTOMER REFUND 66726 11/25/2015 Quinn Power Systems Associates 4,003.17 MAINTENANCE PARTS - WELL 5 66727 11/25/2015 RACHEL PADILLA 88.19 CUSTOMER SERVICE EXPENSES 66728 11/25/2015 Remarc Management-Yorba Linda 4,614.00 CASH BOND RELEASE J1211 66729 11/25/2015 Rick Walkemeyer 447.16 REIMBURSEMENT - TRAVEL EXPENSE - CO-LOCATION SITE 66646 11/25/2015 ROBERT V KLEMS JR 13.24 CUSTOMER REFUND 66730 11/25/2015 RSI Development LLC 5,557.00 REFUND- SEWER DEVELOPMENT FEES 66731 11/25/2015 Safety-Kleen Systems Inc 410.83 PARTS WASHER SERVICE 66732 11/25/2015 SC Prime Source Inc.4,800.00 NOVEMBER 2015 - JANITORIAL SVC 66733 11/25/2015 Security Solutions 395.00 SERVICE FRONT GATE-MIRALOMA 66663 11/25/2015 SHAHID JALAL 38.89 CUSTOMER REFUND 66734 11/25/2015 Shred-It USA Inc 183.32 SHRED ON SITE SERVICE 66655 11/25/2015 SHUO TIAN 520.64 CUSTOMER REFUND W111915A 11/19/2015 Southern Calif Edison Co.37,000.26 ELECTRICAL CHARGES AT MULTIPLE LOCATIONS - OCTOBER 2015 66737 11/25/2015 St.Jude Hospital Yorba Linda 35.00 DMV PHYS EXAM - OCTOBER 2015 66735 11/25/2015 Step Saver Inc 946.19 EXTRA COARSE SALT 66738 11/25/2015 SWRCB 2,088.00 SWRCB - ANNUAL PERMIT FEES 66739 11/25/2015 TDI Refrigeration Air Conditioning Inc.3,476.00 ON-SITE SERVICE - REPAIRED SEVERAL AC UNITS ON BLDGS 1 & 2 66660 11/25/2015 THE SUN GROUP 782.99 CUST REFUND/RE-ISSUE 66740 11/25/2015 Time Warner Cable 2,710.43 DED INTERNET ACCESS & INTER STATE SERVICE 66743 11/25/2015 U S Bank 2,750.00 2012A COP ADMIN FEES 66744 11/25/2015 U S Postmaster 232.00 P.O. BOX 309 - LEASE 66741 11/25/2015 Underground Service Alert 283.50 DIG ALERT FEES 66742 11/25/2015 United Industries 34.76 PPE EQUIPMENT 66745 11/25/2015 Verizon Wireless 3,256.31 WIRELESS CHARGES - OCTOBER 2015 66691 11/25/2015 White Nelson Diehl Evans LLP 650.00 2015 - GOVERNMENT TAX SEMINAR (D Lugo & K Mccann) 66650 11/25/2015 YORBA LINDA COUNTRY CLUB SITE #60424 75.00 CUSTOMER REFUND 66746 11/25/2015 Yorba Linda Hardware 17.60 HARDWARE SUPPLIES 66661 11/25/2015 YULIANA CONNELY 143.24 CUSTOMER REFUND 933,466.19 Date Vendor Name Amount Description 10/28/2005 San Jose Marriott 875.84 Travel expense - CalPERS Education Forum (G Knight & B Melton) 10/6/2015 Liebert Cassidy Whitmore 60.00 Webinar registration - Labor law 10/21/2015 FN Cuthbert 251.80 Office equipment 10/26/2015 Beach Café 23.54 Travel expense - AWWA Conference (J Decriscio) 10/26/2015 Home Depot 139.32 Shop equipment 10/27/2015 Graziano's Italian Restaurant 50.66 Meeting expense - Dept of Health Services (4 people) 10/27/2015 Orchard Supply 22.66 Insect/bug killer 10/27/2015 Essex Caster 84.69 5 Gallon can tipper 10/27/2015 Southwest Traffic 222.60 Power supply for gate - Miraloma 10/28/2015 Harrington Industrial 4,438.60 Rebuild CL2 parts & acid washed parts 10/28/2015 California Fish Grill 31.02 Meeting expense - Dept of Health Services (3 people) 10/28/2015 San Jose Joe's 69.00 Travel expense - CalPERS Educational Forum (4 people) 10/28/2015 CRWUA 890.00 CRWUA Conference Registration - (Dir. Beverage & Dir. Melton) 10/28/2015 Caesars Palace 275.52 Travel expense - CRWUA conference (Dir. Beverage & Dir. Melton) 10/28/2015 Armstrong Garden 56.14 Landscape supplies 10/28/2015 Home Depot 22.46 Concrete mix 10/29/2015 FP Logistics 80.99 Office equipment 10/29/2015 Tropicana Hotel 322.54 Travel expense - AWWA Conference (J Decriscio) 10/29/2015 Konica Minolta 591.65 Bizhub C224, C552 & 181 - Copy charges 10/29/2015 Verizon Wireless 3,239.27 Wireless service - September 2015 11/2/2015 Fry's Electronics 51.29 Office supplies 11/2/2015 Dan Copp Crushing 150.00 Dump fees 11/2/2015 Dan Copp Crushing 150.00 Dump fees 11/2/2015 Staples 59.39 Printer ink 11/3/2015 Yellow Cab 24.84 Travel expense - CalPERS Educational Forum 11/3/2015 Green Car 23.10 Travel expense - CalPERS Education Forum 11/3/2015 Ontario Airport Parking Lot 27.00 Travel expense - CalPERS Education Forum 11/4/2015 Veridesk LLC 405.00 Office equipment 11/4/2015 Big Top Rental 61.80 (6) Stanchions & chains- special BOD referendum meeting 11/4/2015 Minuteman Press 487.14 (10) signs for flushing program 11/5/2015 Village Nursery 45.90 SOD for landscape repairs 11/5/2015 Fry's Electronics 32.39 Battery for Camino de Bryant reservoir 11/8/2015 FTP Today 59.95 ylwd.ftptoday.com - November 2015 13,326.10 Cal Card Credit Card U S Bank 10/28/15 - 11/08/15 ITEM NO. 6.3 AGENDA REPORT Meeting Date: November 25, 2015 To:Board of Directors From:Marc Marcantonio, General Manager Presented By:Delia Lugo, Finance Manager Dept:Finance Prepared By:Kelly McCann, Senior Accountant Subject:Investment Report for Period Ending September 30, 2015 SUMMARY: Government Code Section 530607, et. seq., requires the person delegated to invest funds to make quarterly report of investments to the legislative body. STAFF RECOMMENDATION: That the Board of Directors receive and file the Investment Reports for the Period Ending September 30, 2015. DISCUSSION: The Investment Portfolio Report presents the market value and percent yield for all District investments by institution. The Investment Report Summary includes budget and actual interest and average term portfolio information as well as market value broken out by reserve categories. The total yield for the month ending September 30, 2015 is 0.72%. The overall increase in the investment balance from the previous month is approximately $2,103,000. A larger balance change includes an increase in COP Revenue Bond - Reserve fund of $1,875,008 due to the posting of funds to be available for Debt Service principal and interest payment required on October 1st, 2015, an increase in the Water Capital Fund of $1,481,087 due to the collection of Annexation Fees, and an increase Water Operating Fund of $390,781 due to a positive net effect between operating revenues and expenses through the reporting month of the fiscal year. The decrease in Water Reserve for Debt Services fund of $1,679,278 is the direct result of making funds available for the Debt Service payment due October 1st, 2015. STRATEGIC PLAN: FR 1-F: Continue to Record and Report the Fairly Stated Financial Activities of the District in a Timely and Transparent Manner to the Board of Directors and Member Agencies ATTACHMENTS: Name:Description:Type: Invst_Rpt_09-15.xlsx Investment Report for Period Ending September 2015 Backup Material Invst_Agenda_Backup_-_September_2015.xlsx Investment Summary Report - September 2015 Backup Material Approved by the Board of Directors of the Yorba Linda Water District 11/25/2015 GM/RK 5-0 Market %Date ofPercent Value Parof TotalInstitutionMaturityYield Checking Account: 162,449$ 162,449$ Wells Fargo Bank 53,226 53,226 Pershing 215,675$ 215,675$ 0.62%Total 0.00% Money Market Accounts: 54,993$ 54,993$ Wells Fargo Money Market0.03% 1,924,801 1,924,801 US Bank (Revenue Bonds)0.02% 552,514 552,514 Bank of the West 0.08% 2,532,308$ 2,532,308$ 7.28%Total 0.03% Federal Agency Securities: 499,825$ 500,000$ Fannie Mae05/25/181.12% 500,015$ 500,000 Federal Home Loan Bank06/12/180.99% 500,730$ 500,000 Fannie Mae06/12/180.99% 499,055$ 500,000 Federal Home Loan Bank06/13/181.10% 500,445$ 500,000 Federal Home Loan Bank06/20/181.12% 2,124,454$ 2,124,676 Federal Home Loan Bank05/24/170.87% 4,624,524$ 4,624,676$ 13.29%Total 0.97% Certificates of Deposits: 246,842$ 248,000$ CIT Bank, Salt Lake05/22/181.20% 246,715$ 248,000 Discover05/22/181.20% 245,954$ 248,000 Goldman Sachs Bank05/22/181.20% 246,894$ 248,000 Beal Bank05/23/181.00% 245,919$ 248,000 Wells Fargo04/27/180.90% 247,143$ 247,000 Barclays Bank04/30/180.69% 247,365$ 248,000 State Bank of India05/14/181.15% 245,258$ 249,000 Webster Bank05/03/180.91% 246,832$ 248,000 American Express Centurion Bank05/23/181.20% 245,292$ 248,000 GE Capital Bank 05/24/18 1.11% Yorba Linda Water District Investment Portfolio Report September 30, 2015 245,292$ 248,000 GE Capital Bank 05/24/18 1.11% 249,896$ 249,000 Merrick Bank05/24/170.74% 248,890$ 248,000 BMW Bank05/24/170.89% 249,784$ 249,000 Firstbank Puerto Rico05/24/160.74% 245,895$ 249,000 Oriental Bank & Trust05/29/181.06% 245,559$ 249,000 Silvergate Bank05/30/181.01% 245,559$ 249,000 Enterprise Bank & TR Co Lowell05/30/181.01% 245,551$ 249,000 Safra National Bank05/31/181.01% 244,573$ 248,000 Townebank Portsmouth05/31/181.01% 245,571$ 249,000 Mascoma Savings Bank05/29/181.01% 100,022$ 100,000 Ally Bank Midvale Utah12/11/171.54% 4,785,515$ 4,819,000$ 13.76%Total 1.01% Pooled Investment Accounts: 5,373,793$ 5,373,793$ Local Agency Investment Fund0.33% 3,602,731 3,602,731 CalTRUST Short Term0.52% 13,651,525 13,652,147 CalTRUST Medium Term0.88% 22,628,049$ 22,628,671$ 65.05%0.69% 34,786,071$ 34,820,330$ 100%Total Investments0.72% Per Government Code requirements, the Investment Report is in compliance with the Yorba Linda Water District's Investment Policy, and there are adequate funds available to meet budgeted and actual expenditures for the next six months. 9/30/15 ________________________________ Kelly D. McCann, Senior Accountant Below is a chart summarizing the yields as well as terms and maturities for the month of September 2015: Average# of Month PortfolioDays to of 2015 Yield Maturity September0.72%237 Below are charts comparing operating fund interest for current and prior fiscal years. Actual Interest 9/30/20149/30/2015 Monthly - September 13,046$ 15,796$ Year-to-Date 31,736$ 38,296$ Budget 2014/20152015/2016 Interest Budget, September YTD28,000$ 23,250$ Interest Budget, Annual112,000$ 93,000$ Interest earned on investments is recorded in the fund that owns the investment. The distribution of investments in the portfolio both in dollars and as a percentage of the total portfolio by funds is as follows: Total of $34 million in cash and investments which is split between minimum reserve requirements and what is available to meet current year obligations (operating costs, debt service, capital costs) Reserve Cash and RequirementsInvestments August 2015% AllocSeptember 2015% Alloc"Conditional Available for Fund Description Balance 8/31/2015 Balance 9/30/2015 Use"CY Obligations Investment Summary Report Investment Summary Comparison Between Current and Previous Month Fund Description Balance 8/31/2015 Balance 9/30/2015 Use"CY Obligations Water Operating Reserve3,516,721$ 10.79%3,830,376$ 11.06%4,270,217$ (398,404) Water Emergency Reserve1,024,1393.14%1,026,6142.97%1,000,000$ 26,614 Water Capital Project Reserve17,526,86053.77%19,007,94754.90%8,820,000$ 10,187,947 Water Reserve for Debt Service4,408,22113.52%2,728,9437.88%2,723,509$ 5,434 Maintenance Reserve200,7490.62%200,7490.58%200,000$ 749 Employee Liability Reserve300,3180.92%300,3150.87%279,000$ 21,315 COP Revenue Bond 2008 - Reserve2,174,2476.67%4,049,25511.70%2,152,320$ 1,896,935 Sewer Operating Reserve91,7150.28%91,7730.27%220,000$ (7,215) Sewer Emergency Reserve1,018,1093.12%1,021,5422.95%1,000,000$ 21,542 Sewer Capital Project Reserve2,336,3867.17%2,366,1076.83%2,023,439$ 342,668 32,597,466$ 100.00%34,623,622$ 100.00%22,688,485$ 12,097,586 Water Operating(47,969)41,437 Sewer Operating133,292 121,012 85,323 162,449 Totals 32,682,789$ 34,786,071$ Wells Fargo Bank Checking ITEM NO. 6.4 AGENDA REPORT Meeting Date: November 25, 2015 To:Board of Directors From:Marc Marcantonio, General Manager Presented By:Delia Lugo, Finance Manager Dept:Finance Prepared By:Kelly McCann, Senior Accountant Subject:Unaudited Financial Statements for the Period Ending September 30, 2015 SUMMARY: Presented are the Unaudited Financial Statements for the Period Ending September 30, 2015 for the District. STAFF RECOMMENDATION: That the Board of Directors receive and file the Unaudited Financial Statements for the Period Ending September 30, 2015. DISCUSSION: For the period ending September 30, 2015, staff is presenting unaudited statements in the CAFR format. We have included the traditional budget to actual statements for the District as a whole, as well as the individual water and sewer funds, and the debt service coverage calculation. The District received a mandate from the SWRCB to reduce consumption, district-wide, by 36%. District customers have responded as is evident in the reported revenue directly related to Water Sales from customer connection consumption, which is $2.35 million lower when compared to the same reporting period in the prior year. Total Water Operating Revenue, as presented, is 23.95% of annual budget. Water Other Operating Revenue is 24.04% of annual budget. Sewer Other Operating Revenue, as presented, is 60.67% of annual budget due to the collection of annual FOG Fees in July 2015. As reported through September 30, 2015, Variable Water Costs are 25.28% of budget. Variable Costs, which are directly correlated to customer connection consumption, as reported are $1.64 million lower when compared to the same reporting period of the prior year. With the issuance of the 2008 Certificates of Participation (COP’s) and the Refunding Revenue Bonds, Series 2012A the District covenanted “>to fix, prescribe and collect rates and charges for Water Service which will be at least sufficient to yield during each Fiscal Year, Net Revenues equal to 110% of the Debit Service for such Fiscal Year.” To confirm the covenant is upheld, a Debt Service Covenant calculation is made quarterly and presented to the Board of Directors to receive and file. Accordingly, the unaudited debt service ratio through September 30, 2015 is shown in the calculation as 184%. This indicates the financial health for the District as it pertains to the Debt Service Covenant requirement. STRATEGIC PLAN: FR 1-F: Continue to Record and Report the Fairly Stated Financial Activities of the District in a Timely and Transparent Manner to the Board of Directors and Member Agencies ATTACHMENTS: Name:Description:Type: FY_2016_1st_Qtr_Consolidated_Balance_Sheet_- _Final.xlsx FY 2016 1st Qtrr Consolidated Balance Sheet Backup Material 1st_Qtr_2015_Debt_Svc_Calc.xlsx FY 2016 1st Qtr Debt Service Calculation Backup Material 1st_QTR_2016_Consolidated_Statement.xlsx 1st Qtr 2016 Consolidated Statement Backup Material 1st_QTR_2016_Water_Statement_-_Final.xlsx 1st Qtr 2016 Water Statement Backup Material 1st_QTR_2016_Sewer_Statement.xlsx 1st Qtr 2016 Sewer Statement Backup Material Approved by the Board of Directors of the Yorba Linda Water District 11/25/2015 GM/RK 5-0 ASSETSSeptember 2015September 2014 CURRENT ASSETS: Cash and cash equivalents 25,377,282$ 21,100,913$ Investment 9,410,039 9,249,075 Accounts receivable - water and sewer services3,694,473 3,825,724 Accounts receivable - property taxes - - Accrued interest receivable 37,560 18,488 Prepaid expenses & other deposits 422,326 503,326 Inventory 250,161 265,946 TOTAL CURRENT ASSETS 39,191,841 34,963,472 NONCURRENT ASSETS: Bond issuance costs 443,843 469,002 Other post-employment benefit (OPEB) asset 142,701 138,944 Deferred Pension Plans 587,176 - Notes Receivable 226,741 - Capital assets: Non-depreciable 3,629,137 7,211,423 Depreciable, net of accumulated depreciation 189,466,156 190,938,770 TOTAL NONCURRENT ASSETS194,495,754 198,758,139 TOTAL ASSETS 233,687,595 233,721,611 LIABILITIES CURRENT LIABILITIES: Accounts payable 1,624,695 3,301,218 Accrued expenses 1,063,927 1,110,683 Accrued interest payable 848,029 865,480 Certificates of Participation - current portion765,000 735,000 Accrued OPEB 2,227 3,790 Refunding Revenue Bond - current portion280,000 275,000 Compensated absences 313,340 300,638 Customer and construction deposits 415,546 334,798 Deferred revenue 342,064 380,796 TOTAL CURRENT LIABILITIES 5,654,828 7,307,403 LONG-TERM LIABILITIES (LESS CURRENT PORTION): Deferred annexation revenue 14,969,349 13,364,806 Compensated absences 992,243 855,663 Net Pension Liability 5,092,626 - Deferred Pension Plan 1,810,965 - Refunding Revenue Bond 8,329,916 8,070,000 LOC 6,458,297 4,970,754 Certificate of Participation 30,493,028 31,872,068 TOTAL LONG TERM LIABILITIES (LESS CURRENT PORTION)68,146,424 59,133,291 TOTAL LIABILITIES 73,801,252 66,440,694 NET ASSETS:159,886,343$ 167,280,917$ YORBA LINDA WATER DISTRICT UNAUDITED COMBINING SCHEDULE OF NET ASSETS September 30, 2015 (With September 30, 2014 for comparison only) September 2015September 2014 OPERATING REVENUES: Water sales 6,334,296$ 8,622,077$ Sewer revenues 385,554 408,388 Other operating revenues 877,051 257,003 TOTAL OPERATING REVENUES 7,596,901 9,287,468 OPERATING EXPENSES Variable water costs 3,053,358 4,693,449 Personnel services 2,285,546 1,969,673 Supplies and services 1,009,060 1,057,731 Depreciation and amortization 1,900,224 1,840,117 TOTAL OPERATING EXPENSES 8,248,188 9,560,970 OPERATING INCOME/(LOSS)(651,287) (273,502) NONOPERATING REVENUES (EXPENSES): Property taxes 37,661 49,121 Investment income 38,351 31,736 Interest expense (428,840) (434,464) Other nonoperating revenues 170,763 100,204 Other nonoperating expenses (1,788) (39,030) TOTAL NONOPERATING REVENUES/EXPENSES(183,853) (292,433) NET INCOME/(LOSS) BEFORE CAPITAL CONTRIBUTIONS & EXTRAORDINARY ITEM(S)(835,140) (565,935) EXTRAORDINARY ITEM(S)- CAPITAL CONTRIBUTIONS 98,818 69,983 CHANGES IN NET ASSETS (736,322) (495,952) NET ASSETS - BEGINNING OF YEAR160,622,665 167,776,869 NET ASSETS - FOR PERIOD END SEPTEMBER 30, 2015159,886,343$ 167,280,917$ YORBA LINDA WATER DISTRICT UNAUDITED COMBINING SCHEDULE OF REVENUES, EXPENSES AND CHANGES IN NET ASSETS For the period ended September 30, 2015 (With fiscal year ended September 2014 for comparison only) YTD Debt Actual Service FY 2015 Calculation Revenue (Operating): Water Sales $6,334,2966,334,296$ Other Operating Revenue855,033855,033 Total Operating Revenue:7,189,3297,189,329 Revenue (Non-Operating): Interest 35,531 35,531 Property Tax 37,66137,661 Other Non-Operating Revenue159,68544,932 Total Non-Operating Revenue:232,877118,124 Total Revenue 7,422,206 7,307,453 Expenses (Operating): Variable Water Costs (G.W., Import & Power)3,053,3583,053,358 Salary Related Expenses2,064,4322,064,432 Supplies & Services 934,420934,420 Depreciation 1,555,011- Total Operating Expenses 7,607,2216,052,210 Expenses (Non-Operating): Yorba Linda Water District Unaudited Debt Service Ratio Calculation For Period Ending September 30, 2015 Expenses (Non-Operating): Interest on Long Term Debt428,839- Other Expense 1,7881,788 Total Non-Operating Expenses:430,6271,788 Total Expenses 8,037,848 6,053,998 Net Income (Loss) Before Capital Contributions (615,642)1,253,455 Capital Contributions 32,644 - Net Change in Assets (582,998)$ 1,253,455$ DEBT SERVICE RATIO CALCULATION: Net Revenues 1,253,455$ Debt Service 680,390$ %184% Annual YTD YTD YTD YTD YTD Budget Budget Actual Under(Over)% of % of YTD FY 2016 FY 2016 FY 2016 Budget Budget Budget Revenue (Operating): Water Revenue (Residential)$11,472,028$3,817,891$3,667,5847,804,44431.97%96.06% Water Revenue (Commercial & Fire Det.)1,385,979461,254496,428889,55135.82%107.63% Water Revenue (Landscape/Irrigation)2,782,183925,911896,5021,885,68132.22%96.82% Water Revenue (Service Charge)10,824,4131,282,1431,273,7829,550,63111.77%99.35% Sewer Charge Revenue1,584,348396,087385,2201,199,12824.31%97.26% Locke Ranch Assessments201,5006,045333 201,1670.17%5.51% Other Operating Revenue3,592,969898,242877,051 2,715,91924.41%97.64% Total Operating Revenue:31,843,4207,787,5727,596,89924,246,52123.86% Revenue (Non-Operating): Interest 93,00023,25038,35254,64841.24%164.95% Property Tax 1,395,00041,85037,661 1,357,3392.70%89.99% Other Non-Operating Revenue607,155151,789170,764436,39128.13%112.50% Total Non-Operating Revenue:2,095,155216,889246,7771,848,37811.78% Total Revenue 33,938,575 8,004,461 7,843,676 26,094,899 23.11% Expenses (Operating): Variable Water Costs (G.W., Import & Power)12,080,4104,020,3603,053,3589,027,05225.28%75.95% Salary Related Expenses 8,964,218 2,241,055 2,285,546 6,678,672 25.50%101.99% Supplies & Services 7,564,1171,891,0291,009,0646,555,05313.34%53.36% Total Operating Expenses28,608,7458,152,4446,347,96822,260,77722.19% Expenses (Non-Operating): Interest on Long Term Debt1,655,685413,921428,8401,226,84525.90%103.60% Other Expense 22,0005,5001,78820,2128.13%32.51% Total Non-Operating Expenses:1,677,685419,421430,6281,247,05725.67% Yorba Linda Water District Summary Financial Report Water & Sewer Funds For Period Ending September 30, 2015 Total Expenses 30,286,430 8,571,865 6,778,596 23,507,834 22.38% Net Income (Loss) Before Capital Contributions 3,652,145 (567,404) 1,065,080 2,587,065 29.16% Capital Contributions - - 98,817 98,817 0.00% Net Income (Loss) Before Depreciation 3,652,145 (567,404) 1,163,897 2,685,882 31.87% Depreciation & Amortization7,350,0001,837,5001,900,2245,449,77725.85%103.41% Total Net Income (Loss)($3,697,855)($2,404,904)($736,326)($2,961,529)19.91% (53,041) Annual YTD YTD YTD YTD YTD Budget Budget Actual Under(Over)% of Annual % of YTD FY 2016 FY 2016 FY 2016 FY Budget Budget Budget Revenue (Operating): Water Revenue (Residential)$11,472,028 $3,817,891 $3,667,584 7,804,444 31.97%96.06% Water Revenue (Commercial & Fire Det.)1,385,979 $461,254 496,428 889,551 35.82%107.63% Water Revenue (Landscape/Irrigation)2,782,183 $925,911 896,502 1,885,681 32.22%96.82% Water Revenue (Service Charge)10,824,413 1,282,143 1,273,782 9,550,631 11.77%99.35% Other Operating Revenue 3,556,678 889,170 855,032 2,701,646 24.04%96.16% Total Operating Revenue:30,021,281 7,376,368 7,189,328 22,831,953 23.95% Revenue (Non-Operating): Interest 85,000 21,250 35,531 49,469 41.80%167.20% Property Tax 1,395,00041,85037,661 1,357,3392.70%89.99% Other Non-Operating Revenue 595,230 148,808 159,686 435,544 26.83%107.31% Total Non-Operating Revenue:2,075,230 211,908 232,878 1,842,352 11.22% Total Revenue 32,096,511 7,588,275 7,422,206 24,674,305 23.12% Expenses (Operating): Variable Water Costs (G.W., Import & Power)12,080,410 4,020,360 3,053,358 9,027,052 25.28%75.95% Salary Related Expenses 8,118,352 2,029,588 2,064,432 6,053,920 25.98%101.72% Supplies & Services: Communications 280,232 70,058 55,403 224,830 19.77%79.08% Contractual Services 545,124 136,281 119,430 425,694 21.91%87.64% Data Processing 217,461 54,365 67,889 149,572 31.22%124.88% Dues & Memberships 106,773 26,693 26,202 80,571 24.54%98.16% Fees & Permits 2,718,822 679,706 41,257 2,677,565 1.52%6.07% Insurance 275,59668,89958,223 217,37321.13%84.50% Materials 690,479 172,620 179,435 511,044 25.99%103.95% District Activities, Emp Recognition 27,072 6,768 2,635 24,437 9.73%38.94% Yorba Linda Water District Water Fund For Period Ending September 30, 2015 District Activities, Emp Recognition 27,072 6,768 2,635 24,437 9.73%38.94% Maintenance 415,101 103,775 62,333 352,768 15.02%60.07% Non-Capital Equipment 138,338 34,585 15,021 123,317 10.86%43.43% Office Expense 39,851 9,963 12,383 27,468 31.07%124.29% Professional Services 544,350 136,088 163,016 381,334 29.95%119.79% Training 67,718 16,930 7,792 59,926 11.51%46.03% Travel & Conferences 88,406 22,102 11,315 77,091 12.80%51.20% Uncollectible Accounts 37,200 9,300 (2,463) 39,663 -6.62%-26.48% Utilities 83,700 20,925 26,904 56,796 32.14%128.57% Vehicle Equipment 300,328 75,082 87,645 212,683 29.18%116.73% Supplies & Services Sub-Total 6,576,551 1,644,138 934,420 5,642,131 14.21% Total Operating Expenses 26,775,313 7,694,086 6,052,210 20,723,103 22.60% Expenses (Non-Operating): Interest on Long Term Debt 1,655,685 413,921 428,839 1,226,846 25.90%103.60% Other Expense 22,000 5,500 1,788 20,212 8.13%32.51% Total Non-Operating Expenses:1,677,685 419,421 430,627 1,247,058 25.67% Total Expenses 28,452,998 8,113,507 6,482,837 21,970,161 22.78% Net Income (Loss) Before Capital Contributions 3,643,513 (525,232)939,369 2,704,144 25.78% Capital Contributions - - 32,644 32,644 0.00% Net Income (Loss) Before Depreciation 3,643,513 (525,232)972,013 2,736,788 26.68% Depreciation & Amortization 6,003,400 1,500,850 1,555,011 4,448,389 25.90%103.61% Total Net Income (Loss)($2,359,887)($2,026,082)($582,998)($1,776,889)24.70% Capital - Direct Labor (44,814) Annual YTD YTD YTD YTD YTD Budget Budget Actual Under(Over)% of Annual % of YTD FY 2016 FY 2016 FY 2016 Budget Budget Budget Revenue (Operating): Sewer Charge Revenue$1,584,348$396,087$385,220 1,199,12824.31%97.26% Locke Ranch Assessments201,5006,045334 201,1670.17%5.52% Other Operating Revenue36,2919,07322,01814,273 60.67%242.68% Total Operating Revenue:1,822,139411,205407,5721,414,56722.37% Revenue (Non-Operating): Interest 8,0002,0002,8205,18035.25%141.00% Other Non-Operating Revenue11,9252,98111,07884792.90%371.59% Total Non-Operating Revenue:19,9254,98113,8986,027 69.75% Total Revenue 1,842,064 416,186 421,470 1,420,594 22.88% Expenses (Operating): Salary Related Expenses845,865211,466221,114624,75127.11%104.56% Supplies & Services: Communications 21,2935,3234,17017,12319.58%78.34% Contractual Services41,03110,2588,73932,29221.30%85.19% Data Processing 16,3684,0925,01911,34930.66%122.65% Dues & Memberships 8,3372,0842,1366,20125.62%102.48% Fees & Permits 207,843 51,961 1,289 206,554 0.62%2.48% Insurance 20,744 5,186 4,382 16,362 21.12%84.50% Materials 105,47226,3685,056100,4164.79%19.17% District Activities, Emp Recognition2,038 510198 1,8409.72%38.86% Maintenance 332,24483,0614,273327,9711.29%5.14% Non-Capital Equipment29,4137,3537,05722,35623.99%95.97% Office Expense 3,0007507122,28823.73%94.93% Professional Services 100,360 25,090 12,310 88,050 12.27%49.06% Yorba Linda Water District Sewer Fund For Period Ending September 30, 2015 Professional Services 100,360 25,090 12,310 88,050 12.27%49.06% Training 7,2971,8247896,50810.81%43.25% Travel & Conferences10,0742,5198639,2118.57%34.27% Uncollectible Accounts2,800700(335) 3,135-11.96%-47.86% Utilities 7,1501,7882,220 4,93131.04%124.17% Vehicle Equipment 72,10518,02615,76256,34321.86%87.44% Supplies & Services Sub-Total987,569246,89274,640912,9307.56% Total Operating Expenses1,833,434458,359295,7541,537,68116.13% Expenses (Non-Operating): Interest Expense - - - - 0.00% Other Expense - - - - 0.00% Total Non-Operating Expenses:- - - - 0.00% Total Expenses 1,833,434 458,359 295,754 1,537,681 16.13% Net Income (Loss) Before Capital Contributions 8,630 (42,173) 125,716 (117,086)1456.73% Capital Contributions - - 66,17466,1740.00% Net Income (Loss) Before Depreciation 8,630 (42,173) 191,890 (50,912) 2223.52% Depreciation & Amortization1,346,600336,650345,2131,001,38725.64%102.54% Total Net Income (Loss)($1,337,970)($378,823)($153,323)($1,184,647)11.46% Capital - Direct Labor (8,226) ITEM NO. 7.1 AGENDA REPORT Meeting Date: November 25, 2015 To:Board of Directors From:Marc Marcantonio, General Manager Presented By:Marc Marcantonio, General Manager Dept:Board of Directors Prepared By:Annie Alexander, Executive Secretary Subject:Voting Delegate for the ACWA General Session Membership Meeting(s) SUMMARY: There will be a General Session Membership Meeting of ACWA's membership at the 2015 Fall Conference in Indian Wells, California on Wednesday, December 2, 2015 at 1:05 p.m. The purpose of the meeting is to formally nominate and elect ACWA's President and Vice President for the 2016- 2017 term and to conduct a vote by the membership on proposed amendments to the Association's Bylaws as recommended by the Board of Directors at its meetings held July 31 and September 25, 2015. STAFF RECOMMENDATION: That the Board of Directors authorize Director Robert R. Kiley to serve as the District's voting delegate for the upcoming ACWA General Session Membership Meeting(s) and provide him with voting instructions. DISCUSSION: The ACWA Nominating Committee has announced a 2016-2017 slate that recommends current Vice President Kathleen J. Tiegs for ACWA President and Region 2 Board Member Brent Hastey for AWCA Vice President. Ms. Tiegs has also submitted a request for the District's support (attached). As provided by ACWA's Bylaws (Article 9), nominations from the floor will also be accepted prior to the vote. Such nominations and seconds must be supported by a resolution of the governing body of the member making and seconding such nomination. In response to the priority actions identified in the 2014-2015 Strategic and Business Plan, ACWA staff has been working to comprehensively review and update its governance documents (i.e., Board Policy Manual and the Association's Bylaws). The proposed bylaws amendments have been reviewed by the ACWA Legal Affairs Committee Workgroup and represent the ACWA Board's actions to address the following issues: 1.Consistency with update Board Policy Manual. 2.Consistency with California nonprofit corporation law requirements. 3.Consistency with business practices post 2012 reorganization. 4.Clarification of roles and responsibilities. 5.Clarification of election procedures of ACWA's Board Officers. 6.Other minor clean-up items. The ACWA Board of Directors recommends adoption of the proposed amendments (attached) to the Association's Bylaws through a vote of the membership. ACWA staff is available in advance of the membership meeting on December 2, 2015 to answer any questions. An ACWA Legal Affairs Committee representative will also provide an overview of these changes during the General Session Membership Meeting before the item is called for a vote. ACWA member agencies are entitled to vote during the upcoming ACWA General Session Membership meeting(s). ACWA is requesting that each member agency identify their voting delegate on the attached proxy form. PRIOR RELEVANT BOARD ACTION(S): The Board of Directors has participated in prior ACWA general session membership meetings and officer elections. ATTACHMENTS: Name:Description:Type: ACWA_Membership_Meeting.pdf Backup Material Backup Material CVWD_Correspondence.pdf Backup Material Backup Material Approved by the Board of Directors of the Yorba Linda Water District 11/25/2015 GM/PH 5-0 Authorizing RK to serve as YLWD's voting delegate for the upcoming ACWA General Session Membership Meeting(s) and instructing him to vote for ACWA's Nominating Committee recommended slate of candidates for the offices of ACWA President and Vice President. Association of California Water Agencies ECEIVE Since 1910 P, OCT 2 6 2015 t MEMORANDUM � TO: ACWA Public Agency Members General Managers and Board Presidents CC: ACWA Board of Directors FROM: John A. Coleman,ACWA President Kathleen J.Tiegs,ACWA Vice President Timothy Quinn,ACWA Executive Director DATE: October 14,2015 SUBJECT: General Session Membership Meeting at ACWA 2015 Fall Conference There will be a General Session Membership Meeting of ACWA's membership at the 2015 Fall Conference in Indian Wells,California, on Wednesday,December 2.The meeting will be held in the Crystal Ballroom, Renaissance Indian Wells at 1:05 p.m.The purpose of the meeting is to formally nominate and elect ACWA's President and Vice President for the 2016-2017 term and to conduct a vote by the membership on proposed amendments to the Association's Bylaws as recommended by the Board of Directors at its meetings on July 31 and September 25,2015. ELECTION OF PRESIDENT/VICE PRESIDENT The ACWA Nominating Committee has announced a 2016-2017 slate that recommends current Vice President Kathleen J.Tiegs for ACWA President and Region 2 Board Member Brent Hastey for ACWA Vice President.As provided by ACWA's Bylaws(Article 9), nominations from the floor will be accepted prior to the vote.Such nominations and seconds must be supported by a resolution of the governing body of the member making and seconding such nomination.(See attached for General Session/Election Procedures.) PROPOSED AMENDMENTS TO ACWA's BYLAWS In response to the priority actions identified in the 2014-2015 Strategic and Business Plan,staff has been working to comprehensively review and update its governance documents(i.e., Board Policy Manual and the Association's Bylaws).The proposed bylaws amendments have been reviewed by a Legal Affairs Committee Workgroup and represent the Board's actions to address the following issues: 1. Consistency with updated Board Policy Manual 2. Consistency with California nonprofit corporation law requirements 3. Consistency with business practices post 2012 reorganization 4. Clarification of roles and responsibilities Association of California Water Agencies 910 K Street,Suite 100,Sacramento,California 95814-3577 916/441-4545 rnx 916/325-4849 Hall of the States 400 N. Capitol St., N.W.,Suite 357 South,Washington, D.C. 20001-1512 202/434-4760 FNx 202/434-4763 www.acwa.com ACWA Public Agency Members General Managers and Board Presidents Genefdl Session Membership Meeting at ACWA 2015 Fall Conference October 14,2015-Page 2 5. Clarification of election procedures of ACWA's Board Officers 6. Other minor clean-up items The Board of Directors recommends adoption of the proposed amendments to the Association's Bylaws through a vote of the membership.ACWA staff is available in advance of the membership meeting on December 2 to answer any questions you may have.A Legal Affairs Committee representative will also provide an overview of these changes during the General Session Membership Meeting before the item is called for a vote. (The proposed bylaws amendments are attached.) MEMBERSHIP VOTING PROCESS ACWA will issue each member agency present one proxy card for voting purposes based on the designated voting representative identified by the member agency on the proxy designation form. The designated voting representative is required to register and sign as the proxy holder to receive the proxy card. Proxy cards will only be available for pick-up on Wednesday,December 2, between 9:00 a.m.and 12:30 p.m.at the ACWA General Session Desk in the alcove area outside of the Crystal Ballroom, Renaissance Indian Wells,where the luncheon and General Session Membership Meeting will be held. To expedite the sign-in process at the ACWA General Session Desk, please indicate your voting delegate on the enclosed proxy designation form and return it by email (donnap@acwa.com)or fax(916-325-4857) at your earliest convenience. If there is a last minute change of delegate, please let us know before the meeting date by contacting ACWA's Executive Assistant/Clerk of the Board, Donna Pangborn,at 916-441-4545 or donnap @acwa.com. If you have any questions,do not hesitate to contact us by telephone or e-mail. dgp Enclosures: 1. General Session/Election Procedures 2. Proposed ACWA Bylaws Amendments—Redline Version 3. Proposed ACWA Bylaws Amendments—Clean Version 4. Proxy Form fy � Jr�iAxi 8 q ;�`o 8 1 .,f(1 /', ff *� C• j y �1 The following information is provided to inform the ACWA member agency delegates attending the 2015 Fall Conference of the procedures to be used pertaining to the nomination and election of ACWA officers and the vote by the membership on proposed amendments to the bylaws during the General Session Membership Meeting. PROXY CARDS — (REQUIRED FOR VOTING) ACWA will issue each member agency present one proxy card for voting purposes based on the designated voting representative identified by the member agency.In order to vote during the General Session Membership Meeting,the designated voting representative is required to register and sign as the proxy holder by 12:30 p.m.on Wednesday, December 2. Upon registration and sign-in,the voting delegate will receive the required proxy cards. Proxy cards will be available for pick-up on Wednesday,December 2,between 9:00 a.m.and 12:30 p.m.at the ACWA General Session Desk in the alcove area outside of the Crystal Ballroom,Renaissance Indian Wells,where the luncheon and General Session Membership Meeting will be held. GENERAL SESSION MEMBERSHIP MEETING, WEDNESDAY, DEC. 2 (DOORS OPEN AT 12:50 P.M.) 1. The General Session Membership Meeting will be called to order at 1:05 p.m.and a quorum will be determined.The presence of 50 formally designated voting representatives is required to establish a quorum for transacting business. 2. A Legal Affairs Committee representative will provide an overview of the agenda and election procedures. 3. Nominating Committee Chair Paul Kelley will present the committee's report and announce the candidate for ACWA President. 4. President John Coleman will call for floor nominations for ACWA President. 5. If there are no floor nominations for President,the election will proceed. President Coleman will close the nominations and delegates will vote by holding up their"Yes"or"No"proxy voting cards. 6. If there are floor nominations for President,the nomination will follow the procedures established by Article 9 of ACWA's Bylaws,stating floor nominations and seconds must be supported by a resolution of the governing body of the member making and seconding such nomination. Note:If there are floor nominations,the election of officers will proceed during Wednesday's General Session as outlined below and the proposed bylaws amendments will move to Thursday as outlined in item 12 below. a. Ballots will be distributed to the voting delegates. b. Delegates will complete their ballots and place them in the ballot box,which will be centrally located in the Crystal Ballroom meeting room. c. Tellers'Committee will count the ballots.President Coleman has appointed the following staff members to serve as the Teller's Committee:Clerk of the Board Donna Pangborn,Director of Member Services Paula Currie,and Regional Affairs Representative Katie Dahl. d. A Legal Affairs Committee representative will serve as the proctor to oversee the ballot counting process. e. Candidates are welcome to designate an observer to be present during the ballot counting process. f. Results of the ballot count will be announced.Election of ACWA's officers will be determined by a majority of the members present and voting. If any one candidate does not receive a majority of the vote,successive ballot counts will be conducted until a candidate is elected,consistent with Robert's Rules of Order. ➢ next page 7. Nominating Committee Chair Paul Kelley will announce the candidate for ACWA Vice President. B. President John Coleman will call for floor nominations for ACWA Vice President. 9. If there are no floor nominations for Vice President,the election will proceed.President Coleman will close the nominations and delegates will vote by holding up their"Yes"or"No"proxy voting cards. 10. If there are floor nominations for Vice President,the nominations will follow the procedures described in item 6 above, and the election will proceed according to the steps outlined in 6.a.through 6.f. IF THERE ARE NO FLOOR NOMINATIONS FOR THE ELECTION OF OFFICERS, THE WEDNESDAY GENERAL SESSION MEMBERSHIP MEETING WILL PROCEED WITH A VOTE ON THE PROPOSED BYLAWS AMENDMENTS. 11. A Legal Affairs Committee representative will provide an overview of the proposed bylaws amendments. a. Consideration of bylaws amendments. b. Request for motion/second from the floor to approve the proposed bylaws amendments. c. Discussion of proposed amendments. d. Opportunity for members to offer changes to proposed bylaws amendments(should there be any proposed changes to the proposed bylaws amendments,a majority vote of the voting members present is required for the changes to be added to the bylaws amendment for consideration of adoption of complete package.) e. Call for the question.A two-thirds vote of the members present and voting is required to amend the ACWA Bylaws. IF THERE ARE FLOOR NOMINATIONS FOR THE ELECTION OF OFFICERS, THE PRESENTATION AND VOTE ON THE PROPOSED BYLAWS AMENDMENTS WILL BE HANDLED .IN THE FOLLOWING MANNER. 12. There will be a Q&A Session for the proposed bylaws amendments on Thursday,December 3,at the Hyatt Regency, Indian Wells Ballroom I-M,at 8:00.a.m. Replacement proxy cards will be available at the end of the Q&A Session,if needed. 13. The vote by the membership on the proposed bylaws amendments will occur at the Thursday,General Session Membership Meeting,at the Hyatt Regency, Indian Wells Ballroom I-M,at 1:20 p.m. a. The General Session Membership Meeting will be called to order at 1:20 p.m.and a quorum will be determined. The presence of 50 formally designated voting representatives is required to establish a quorum for transacting business. b. Request for motion/second from the floor to approve the proposed bylaws amendments. c. Opportunity for members to offer changes to proposed bylaws amendments(should there be any proposed changes to the proposed bylaws amendments,a majority vote of the voting members present is required for the changes to be added to the bylaws amendment for consideration of adoption of complete package.) d. Call for the question.A two-thirds vote of the members present and voting is required to amend the ACWA Bylaws. Rev:10/14/15 i,n„r r California Water .A-lar-21 Since 1910 B AW,) : the A ssociation f California Water Agencites Proposed .Bylaws Aniend-me.nts - R.ed.:ineVeIrsr_oe7 Amended by the ACWA Members:May 7, 2014 Proposed amendments:July 31 and September 25, 2015 acwa bylaws_amendments-redline_v7_2015-09-25_analysis.docx i Association i of California I All Water Agencies BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES TABLE OF CONTENTS Article1—General...............................................................................................................1 Article 2—Membership and Dues.......................................................................................1 Article3—Officers...............................................................................................................2 Article 4—Board of Directors..............................................................................................4 Article5—Regions...............................................................................................................7 Article 6—Executive Committee.........................................................................................9 Article 7—Standing Committees.......................................................................................11 Article 8—Special Councils,Committees,and Task Forces ..............................................13 Article 9—Meetings of Members.....................................................................................14 Article 10—Indemnification of Directors, Officers,and Other Agents..............................17 Article 11—Miscellaneous................................................................................................18 acwa bylaws—amendments-redline—v7-2015-09-25—analysis.docx Association of California Water Agencies BYLAWS OF THE ASSOCiA T ION OF CALIFORNIA WA T EK AGEINCiES (As amended by the Members on May 7,2014) Proposed amendments approved by ACWA Board:July 31 and September 25,2015 ARTICLE 1—GENERAL Section 1. Name.The name of this California nonprofit corporation shall be the Association of California Water Agencies(hereinafter referred to as the Association). Section 2. Principal Office. The principal office for the transaction of business of the Association is located at 910 K Street, Suite 100, Sacramento, California; provided, however, that the Board of Directors may change the location of the principal office by resolution and without amendment of these bylaws. Section 3. Purposes. The purposes of the Association shall be to work together with its members and others for the best interests of California and its citizens and landowners who use, need and depend upon water; to encourage the orderly development of the waters of the state; to seek means of obtaining and making available to all of California a dependable water supply of the best possible quality at the lowest possible cost, giving due consideration to environmental factors involved therein; to provide inspiration and leadership in meeting and solving the water supply problems of this state; to propose and advocate such policies and measures—local, state and federal—that serve the best interests of the Association, opposing those of contrary nature; to assist in promoting the health, safety and welfare of the employees of its members; and to do all other things that are in the best interests of its members. ARTICLE 2—MEMBERSHIP AND DUES Section 1. Membership. A. Members. Only a public district, public agency, or public organization created and operated for the purpose of controlling, treating, developing, acquiring, using or supplying water for any purpose for inhabitants or lands within the state of California, or for the protection, drainage or reclamation of lands within the state of California, may become a member of the Association. Such an entity will become a member upon written application, approval by the Board of Directors, and the payment of the required dues. Acceptance to membership shall authorize full participation in Association activities. Except as otherwise provided in subsection (B) below, in no case may an organization other than a state, a political subdivision (as defined in § 1.103-1(b) of the Income Tax Regulations) of a state or an entity the income of which is excluded from gross income under§ 115 of the Internal Revenue Code be a member of the Association. acwa bylaws_amendments-redline_v7_2015-09-25_analysis.docx BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES B. Honorary Life Members. Any person who has rendered conspicuous service in furthering the purposes of the Association may, by vote of the Board of Directors, be granted an honorary life membership in the Association without payment of dues or assessments. All past presidents of the Association sfiall automatically be honorary life members without vote of the Board of Directors. Honorary life members shall not be entitled to a vote or to hold office automatically because of their status as honorary life members. C. Termination of Members. Membership shall cease upon the failure of any member to pay the dues provided for in Section 2 of this Article. The membership of any member may be terminated at any time by such member sending written notification of its intention to withdraw to the Association's principal office. The Board of Directors may terminate the membership of any member upon 30 days'written notice by first-class mail when it is determined at any regular Board meeting or at any special Board meeting called for that purpose that continuance of such membership would not be in the best interests of the Association.Withdrawal or termination of membership ends any participation in Association activities and shall terminate a member's interest in the Association's assets. Section 2. Dues. The annual dues of each member of the Association shall be established by the Board of Directors; provided, however, that any member may apply for a change in its dues because of conditions that differentiate such applicant from other members. Section 3. Liability of Members. No member shall be liable for any obligation incurred by the Association with the following exception: (1) the payment of the annual dues while it remains a member; and (2) the payment of emergency assessments, which shall not exceed 10 percent of current annual dues for each member in any calendar year while it remains a member. No emergency assessment may be levied against any member during its first two years of membership in the Association. ARTICLE 3—OFFICERS Following is an overview of the proposed amendments to Article 3: Provides language clarifying that the President and Vice President are the elected officers of the Association. Deletes the general counsel language since the position does not exist in ACWA's organizational structure. ACWA's legal counsel is provided by outside counsel based on direction from the Board during the 2012 reorganization. 9 Deletes the fidelity bond language, which is now covered in newly proposed Article 10, Indemnification of Directors,Officers,and Other Agents. As amended by the ACWA Members on May 7,2014 Page 12 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES Section 1. President and Vice President. A. General. The president and vice president of the Association shall be the elected officers of the Association. At the time of their election the president and vice president shall each be an elected or appointed member of the governing body or commission (as appropriate) of a member agency of the Association. The president and vice president shall be elected by the members of the Association at its fall conference in each odd-numbered year, shall take office on January 1 of the calendar year following election,and shall hold office until such time as their successors take office or are appointed. An elected president shall not be permitted to succeed himself/herself to that office. Except as provided in this Article, should vacancies occur in either office of the president or vice president,the Board of Directors shall appoint persons to fill such offices for the unexpired terms thereof. B. President. The president shall preside at all meetings of the Board of Directors, the Executive Committee, and the general membership; shall appoint members of all committees, including the chair and vice chair of each, upon recommendation from members and regions (as communicated by the region chairs), with each such committee chair and vice chair ratified by the Board of Directors;and shall perform all other duties necessary to carry out the functions of the office. The president shall be a non-voting ex officio member of each committee, but shall not be an ex officio member of the Nominating Committee or the region boards. The president may be expelled from office with or without cause, upon the satisfaction of the following two events: (1) a two-thirds vote of the Board of Directors; and (2) a subsequent simple majority vote of the members of the Association during a meeting of the membership. C. Vice President.The vice president shall, in the absence of the president, assume all of the duties of that office and, if a vacancy occurs, succeed thereto for the unexpired term. The vice president shall sit as a member of the Executive Committee of the ACWA Joint Powers Insurance Authority and shall perform such other duties as assigned by the president. Section 2.Executive Director/Secretary,and Controller-/Treasurerraod-Gee 149swasL4. A. General.The executive director/secretary and controller treasurer of the Association shall also be officers of the Association. The executive director/secretary shall be appointed by and hold office at the pleasure of the Board of Directors of the Association. B. Executive Director/Secretary. The executive director/secretary shall: (1) advise and assist the Board of Directors, all committees, the boards of each region, and the workgroups of each region; (2) be responsible for administering the total operations of the Association; (3) employ, direct, and release all employed staff in accordance with the policies adopted by the Board of Directors and consistent with the budget adopted by the Board of Directors; (4)provide relevant information to the Board of Directors needed by the Board to take actions; (5) give members notice and record minutes of all meetings of the membership, Board of Directors, and Executive As amended by the ACWA Members on May 7,2014 Page 13 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES Committee; and (6) have such other powers and perform such other duties as may be provided and assigned by the Board of Directors directly or through the president of the Board or the Executive Committee. The executive director/secretary, with the assistance of the controller- Ltreasurer,shall render a report to the Board of Directors at the first meeting following the close of each calendar year showing the membership of the Association, the receipts and expenditures during the year,and the work accomplished during the previous year. C. Controller Treasurer. The controller treasurer shall report to and act under the direction of the executive.director/secretary. The controller treasurer shall be a signatory on all accounts held by the Association and shall act as a fiduciary for all assets of the Association. law, eenuaets, and leases. -2. Bends. The R-9aF.d of DiFeefters .4...11 a fidelity 4.eR d.. to N f h .d fAr. all effiepm bends, s 9F neeessa said beRd, 9F err. ARTICLE 4—BOARD OF DIRECTORS Fcllowing is an w°*erview of the proposed amendments to Article 4: Moves the Council of Past Presidents from the Board membership section to its own section under Article 8 to comply with the nonprofit corporation requirements set forth in the California Corporations Code which does not allow for non-voting directors. v Provides language clarifying the role and function of the Immediate Past President position. Deletes the reference to general counsel as previously explained in Article 3. Section 1.Membership.The Board of Directors shall consist of: A. The Association president and vice president. B. The chair and vice chair of each region. C. The chair of each standing committee. D. The most immediate active past president. E. The vice president of the ACWA/Joint Powers Insurance Authority. As amended by the ACWA Members on May 7,2014 Pagel 4 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES F. The emembers of the!'e eil Of Past PresideR s, va by W!ii pc members Trott u ty`ting -- a Section 2. Term of Office. The term of office of all members of the Board of Directors shall commence on January 1 of the calendar year following election of the president and vice president,except for those persons who serve on the Board of Directors by nature of their position as chairs of standing committees, whose terms shall instead commence upon their ratification by the Board of Directors. Except as provided in Article 4,Section 11, the term of office for all members of the Board of Directors shall terminate on December 31 of the following odd-numbered year two years later, or until their successors take office. Section 3. Attendance Requirement. Any member of the Board of Directors who misses two consecutive regular Board meetings without being excused by the Board will no longer be a member of the Board of Directors. Section 4. Regular Meetings. Regular meetings of the Board of Directors shall be held bimonthly at such times and places as the Board may determine. Section S. Special Meetings. Special meetings may be called by the president upon the president's own volition or shall be called by the president when requested in writing by five directors. Prior to conducting such a special meeting, the president shall consult with the Executive Committee to ensure that adequate information is available to the Board of Directors for any necessary decisions; and where such meeting is called upon the president's own volition, the president shall also consult with the Executive Committee as to the necessity of the special meeting. Notice for special meetings shall be provided in the following manner: (1) upon 10 days' written notice sent by mail to each director and addressed to each at the address as shown upon the records of the Association; or (2) upon 48 hours' notice with notice provided by electronic means. When the meeting is called upon the president's own volition, the president shall choose the form of notice; when the meeting is called by a request of five directors, the five directors shall choose the form of notice and the president shall promptly call the meeting. No business except those items described in the notice shall be transacted at any special meeting,except by consent of three-fourths of the members of the Board of Directors present. Section 6. Meeting Requirements and Quorums.Any meeting, regular or special, may be held in person or by telephone conference, web video conference, or other electronic video screen communication or electronic transmission. At any meeting of the Board of Directors, the attendance of 50 percent of the voting members of the Board of Directors, or their permitted alternates as specified in these bylaws, shall constitute a quorum for the transaction of any business. The Board may hold a closed session for discussion of personnel matters or enforcement of violations of the code of conduct. Section 7. Alternates. Each region shall designate an alternate for each chair and vice chair, who shall meet the qualification requirements for chair and vice chair,to act at meetings of the Board of Directors when the chair or vice chair is unable to attend. The vice chair of each standing committee will be the alternate to act at meetings of the Board of Directors when the chair is unable to attend. An alternate As amended by the ACWA Members on May 7,2014 Page 15 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES may not act or vote on behalf of more than one member of the Board of Directors. A member of the Board of Directors may not act as an alternate for any other member. Section 8. Vacancies for Standing Committee Chairs and Vice Chairs. Should a vacancy occur in the office of any standing committee chair or vice chair before the end of the term, the president shall appoint a new committee chair or vice chair to fulfill the unexpired term of such committee chair or vice chair subject to ratification by the Board of Directors. A vacancy in the office of any such standing committee chair or vice chair as described in the previous sentence shall be deemed to exist when the chair or vice chair: (1) resigns the office; (2) no longer is an officer, employee, or member of the governing body of a member agency of the Association, or other representative duly designated by a member agency of the Association to represent that member; or(3) is otherwise removed by a member agency of the Association. Section 9. Duties, Authorities, and Delegation. Subject to the provisions and limitations of California Nonprofit Corporation Law, other applicable laws, and the provisions of these bylaws, the Association's activities and affairs are to be exercised by or under the direction of the Association's Board of Directors. The Board of Directors is responsible for the overall supervision, control, and direction of the Association.The Board of Directors shall: (1)employ and release the executive director/secretary; (2) set performance expectations for the executive director/secretary; (3) receive, review, and consider approval of executive director/secretary recommended compensation, other terms and conditions of employment, and annual evaluations as prepared by the Executive Committee; (4) annually adopt a budget; and (5) set the level of dues for the Association. Except as to the duties listed in the previous sentence, and subject to Article 3, Section 2, the Board of Directors may delegate the supervision, control, and direction of the Association's affairs to any person or group, including a committee, provided the Association Board retains ultimate responsibility for the actions of such person or group. Where such powers are delegated,the delegation shall be documented in writing. Spr-tooR 10 Game" of Past-Presidents TheFe shall be R CAI-Rr-il be ROR voting members of the Aeapd of no lenger is J J Fespensibilities to the. nil f......time to time. Section 10. Immediate Past President. The immediate past president automatically assumes this position after serving as the Association's elected president and is a voting member of the Board of Directors and Executive Committee. The term of office for the immediate past president shall commence on January 1 of the calendar year following election of the president and vice president and shall terminate on December 31 of the following odd-numbered year two years later. In the event the most immediate active past president is unavailable to serve, the most recent and available active past president in succession shall serve in this capacity. As amended by the ACWA Members on May 7,2014 Page 16 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES Section 11.Code of Conduct of Board Members. A. Code of Conduct: Purpose and Adoption.The Board of Directors shall establish, and update as appropriate,a code of conduct for its Directors that recognizes the Association's commitment of integrity, respect, and fair representation to its members and the public they serve and establishes minimum ethical standards for the performance of the duties of office. The code shall be consistent with the procedural processes contained in this section. The code shall be distributed to all new Directors and shall be distributed annually to all members of the Association. B. Violations and Enforcement Process. A violation of the code of conduct may result in removal, public censure, or private reprimand of a Director, or such other action as contained in the code of conduct. However, removal and public censure shall be reserved only for serious violations.A Director may not be removed or publically censured absent an affirmative vote of two-thirds of the voting members of the Board of Directors. A Director may be privately reprimanded for a violation of the code of conduct upon the majority vote of the quorum. Complaints of violation of the code of conduct may be filed with the president, or the vice-president if the allegations are made against the president. The president may refer a complaint of violation to the executive director/secretary er the general seuRsei for investigation. The executive director/secretary °- geReFa' counsel may retain a special investigator or special counsel to conduct or assist the investigation. A Director accused of a violation shall be provided a copy of the complaint. A Director that takes any hostile or retaliatory action, directly or indirectly, against a complainant is subject to removal from the Board in conformance with the process identified above. Prior to scheduling a Board action on a complaint, the president shall consult with the Executive Committee, the ge eFal e9unsel, and the chair of the Legal Affairs Committee.A Director accused of a violation of the code of conduct shall be provided at least 15 days' written notice of any meeting of the Board at which a determination of enforcement will be considered. A determination of enforcement may be made only at a regular meeting of the Board and shall be made in closed session. The determinations of the Board under this section shall not be admissible in any criminal or civil proceeding brought against the Director for conduct that violates any other law. ARTICLE 5—REGIONS Following is an overview of the proposed amendments to Article 5: Z Provides clean-up language that correlates with Board policies and region guidelines. Section 1. Boundaries of Each Region. A. There shall be a maximum of 10 regions within the state.The Board of Directors shall determine the regional boundaries. Insofar as is practicable, the regions shall have a numerical balance in members of the Association; make geographic sense;and promote regional problem solving. As amended by the ACWA Members on May 7,2014 Page 17 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES B. A member of the Association may file a written petition to the Board of Directors requesting a change in regions. Such petition shall set forth the reasons for such requested change. The Board shall, within a reasonable time, act upon such petition and set forth the reasons for its action.Such action by the Board shall be based on factors in(A)above, as well as others deemed by the Board of Directors to be relevant to the decision. Section 2.Officers. A. The officers of each region shall be a chair and vice chair and three to five region board members who shall be elected by the region by September 30, or the preceding Friday if September 30 falls on a weekend, of odd-numbered years. By Fesel i+ieR of the Fegien beaFd th&7 A region beaFd may cheese-#maintain a board of fewer than five to seven but not less than three members as provided in the region's rules and regulations.The officers of the region board shall take office on January 1 of the calendar year following election and shall hold office for two years, or until their successors take office. Regions shall hold elections by electronic ballot.ACWA staff shall verify the legitimacy of the ballots. B. The officers of each region shall: (1)exercise the powers and perform duties of the region during the interim between region meetings; and (2) make recommendations to the president regarding appointments to committees. The chair and vice chair shall be the region's representatives to the ACWA Board of Directors. C. Each officer of a region shall be an officer, employee, or member of the governing body of a member agency of the Association, or other representative duly designated by a member agency of the Association to represent that member at the time of the appointment. Where an individual ceases to meet these criteria during the term of the office, the individual may not serve during the remaining term of that office unless that individual can again meet the criteria for the office and is appointed to complete the term .,,..Suant to the ReYA seRteRee. The region board, by Fesel i+km, may adopt more stringent criteria for the .,ualefiea+iens of its board membem. qualifications as part of the region's rules and regulations. D. Should a vacancy occur in any of the region board positions before the end of the term, the remaining members of the region board shall appoint a new member. A vacancy in the office of any region board position as deseFibed ;R the pFeviews seRteRee shall be deemed to exist when a region board member: (1) resigns the office; (2) no longer is an officer, employee, or member of the governing body of a member agency of the Association, or other representative duly designated by a member of the Association to represent that member, or (3) is otherwise removed by a member agency of the Association. Section 3. Nominating Committees. There shall be a nominating committee for each region consisting of three or more designees, each representing a member of the Association located within the region, appointed by the chair of the region and approved by the region board. Nominating committees shall be formed by February 28 of each odd-numbered year. The nominating committee shall announce its As amended by the ACWA Members on May 7,2014 Page 18 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES nominations for chair,vice chair, and region board members by August 1 of an election year.All regions must complete the election process by September 30 of the election year, or the preceding Friday if the September 30 falls on a weekend. Section 4. Meetings. The meetings of each region shall be held at both the spring and fall conferences and at such other times and places as may be determined by the region chair. Representatives of five or more members of the Association from the region present at any region meeting shall constitute a quorum for purposes of conducting the business of the region. Any meeting, regular or special, may be held in person or by telephone conference, web video conference, or other electronic video screen communication or electronic transmission. Section S.Workgroups.Workgroups may be appointed by the region chair as needed. Section 6. Rules. Each region shall organize and adopt rules and regulations for the conduct of its meetings and affairs not inconsistent with the Articles of Incorporation or bylaws of the Association. Each region shall abide by the code of conduct adopted by the Board of Directors of the Association. ARTICLE 6— EXECUTIVE COMMITTEE F=ollowing is an overview of the proposed amendments to Article 6: p Provides additional language clarifying the discrete powers and defined authority of the Executive Committee. © Clarifies the following pertaining to meeting attendance: • All Board members may attend any meeting of the Executive Committee. • Meetings may be closed to others at the discretion of the President or committee. Section 1. Membership. There shall be an Executive Committee consisting of the following: the president of the Association, who shall be the chair thereof; the vice president; the most immediate active past president; the chair of the Finance Committee; and three at-large representatives selected from and by the members of the Board of Directors.The election of the three at-large representatives to the Executive Committee shall occur at the first Board of Directors meeting held in each even-numbered year and the elected representatives shall serve immediately following their election and until such time as their successors take office. To the extent practical, the Executive Committee should be constituted so as to reflect the geographic extent of the Association and the functions of the members of the Association. Section 2.Powers.The Executive Committee shall have the following authority: A. Personnel. Subject to the budget adopted by the Board of Directors, the Executive Committee shall perform the following personnel actions: (1) recommend compensation for the executive director/secretary to the Board of Directors for approval; (2) perform annual reviews of the executive director/secretary and submit that review to the Board of Directors; (3) review and As amended by the ACWA Members on May 7,2014 Page 19 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES approve em a-the classification and compensation plan and publicly posted salary schedule for Association employees a�;� ee;,,�easat+e;Tlevels submitted by the executive director/secretary, which shall be reviewable by the Board of Directors, in closed session, upon request of the Board of Directors; (4) establish personnel policies for the conduct and behavior of employees,which shall be reviewable by the Board of Directors; and(5) undertake such other personnel actions as may be requested by the executive director/secretary in support of his or her oversight of all other personnel matters, which shall be reviewable by the Board of Directors,in closed session, upon request of the Board of Directors. B. Delegation. The Executive Committee may act pursuant to any authority specifically delegated to it by the Board of Directors.The delegation shall indicate whether the authority is still subject to the ultimate authority of the Board. C. Authority to Act Between Meetings. The Executive Committee may act for the Board of Directors between Board meetings when calling a special meeting of the Board of Directors is impracticable, provided that no such action of the Executive Committee shall be binding on the Board of Directors until authorized or approved by the Board.The Executive Committee has the authority to authorize actions recommended by the Legal Affairs Committee (such as the filing of letter briefs and amicus curiae briefs) by electronic means without the need for an in-person or telephonic meeting, but such actions shall be ratified by the Board of Directors at its next meeting. respensihili+ier n red'erre.d to it by the r. si.dee+ Section 3. Reporting. The president, or any person designated by the president, shall report to the Board of Directors, at each regular Board meeting, any action taken by the Executive Committee since the last preceding regular Board meeting. The minutes of Executive Committee meetings, which at that time may still be in draft form, shall be mailed (using the U.S. Postal Service, express delivery, electronic means, or otherwise) to each member of the Board of Directors at least five days prior to Board meetings, except in cases in which the Executive Committee meets during or immediately prior to a conference of the Association or immediately prior to a Board meeting, in which case the minutes, which may still be in draft form,shall be mailed to each director promptly thereafter. Section 4. Meetings. The Executive Committee shall hold regularly scheduled meetings as set by the president. Special meetings of the Executive Committee may be called by the president upon notice to the members of that committee or upon written request of three Executive Committee members. Notice for special Executive Committee meetings shall be provided to the entire Board: (1) upon five days' written notice sent by mail,or(2) upon 24 hours' notice with notice provided by electronic means; and all such meetings shall be open to the Board of Directors. Any meeting, regular or special, may be held in person or by telephone conference, web video conference or other electronic video screen communication or electronic transmission. All members of the Board of Directors may attend any The meetings of the Executive Committee. Meetings of the Executive Committee may be closed to others at As amended by the ACWA Members on May 7,2014 Page 110 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES wall be open all ^ the discretion of the President or committee.firrcr�� acepr�� ry s r+�2r1'l19cr5 6f the Board of DiFeeteFsbut may be cles d +„ ethe "+ +we ,-" ^+'^ of the Executive Committee; Only members of the Executive Committee are allowed to vote on matters at a meeting of the committee Section 5. Minutes. The minutes of the Executive Committee meetings shall be kept by the executive director/secretary at the Association's principal office. Actions of the Executive Committee shall be reported to the Board of Directors as provided in Section 3 of this Article and shall be available to any member of the Board of Directors upon request to the executive director/secretary. ARTICLE 7-STANDING COMMITTEES Following is an overview of the proposed amendments to Article 7: C Clarifies terms for standing committee vice chairs. Section 1. Qualification. In order to serve on any ACWA standing committee, an individual must be an officer, employee, or member of the governing body of a member agency of the Association, or other representative duly designated by a member agency of the Association to represent that member at the time of the appointment. Where an individual ceases to meet these criteria during the term of the appointment, the individual may not serve during the remaining term of that appointment unless that individual can again meet the criteria for appointment and is appointed to complete the term. Section 2. Term of Office. The term of office of standing committee members shall be two years commencing on January 1 of each even-numbered year.The term of office of standing committee chairs and vice chair, whe se-we ^" the °^^.a Of DiFeet , shall be approximately two years and shall commence as soon after January 1 of the even-numbered year as they may be appointed by the president and ratified by the then-seated Board of Directors, and shall terminate on December 31 of the odd-numbered year approximately two years later or until their successors are appointed and ratified. Section 3. Meetings. Meetings of standing committees may be called at such times and places designated by the respective chair thereof except where provided otherwise by these bylaws. Subject to the provisions of these bylaws and any actions that may be taken by the Board of Directors,the chairs of each standing committee may establish their own rules for the efficient operation of the committee they each chair. The chairs of each standing committee are authorized to create subcommittees and workgroups in order to complete the work of the committee. Section 4. Business Development Committee. There shall be a Business Development Committee whose duty it is to develop and recommend to the Board of Directors programs and activities to be provided or administered by the Association that generate non-dues revenue and provide a service or benefit to Association members. The committee shall consist of at least one representative from each region and one representative from the other standing committees. As amended by the ACWA Members on May 7,2014 Page 111 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES Section S. Communications Committee. There shall be a Communications Committee whose duty it shall be to develop and make recommendations to the Board of Directors regarding a comprehensive internal and external communications program for the Association and to promote development of sound public information and education programs and practices among members of the Association. The committee shall consist of no more than 40 individuals. Of that number, at least one individual shall be from each region. Section 6. Energy Committee.There shall be an Energy Committee whose duty it shall be to recommend policies and programs to the Board of Directors and to the State Legislative Committee and/or Federal Affairs Committee as appropriate.The committee shall consist of at least one representative from each region. Section 7. Federal Affairs Committee.There shall be a Federal Affairs Committee whose duty it shall be to review all federal legislative proposals and regulatory proposals affecting members of the Association, after consulting with other appropriate committees, and to develop Association positions consistent with existing policy, where it has been established; recommend sponsorship of bills that will resolve problems or improve conditions for members of the Association; and assist in the establishment of the Association's federal legislative program. The committee shall consist of at least one and no more than five individuals from each region. Section 8. Finance Committee. There shall be a Finance Committee whose duty it shall be to make recommendations to the Board of Directors regarding annual budgets, dues formula and schedules and other revenue-producing income, annual audit and selection of an auditor, and investment strategies. The committee shall consist of the president and vice president of the Association as ex officio members,the Finance Committee chair,one member of the region board from each of the Association's 10 regions (either chair or vice chair), and one additional representative from each region with experience in financial matters. Section 9. Groundwater Committee.There shall be a Groundwater Committee whose duty it shall be to recommend policies and programs to the Board of Directors and to the State Legislative Committee and/or Federal Affairs Committee as appropriate. The committee shall consist of at least one representative from each region. Section 10. Legal Affairs Committee.There shall be a Legal Affairs Committee whose duty it shall be to support the mission of the Association, and more particularly to deal with requests for assistance involving legal matters of significance to members of the Association, including but not limited to state and federal court litigation, water rights matters, selected regulatory and resources agency matters, proposed bylaw revisions, review of legislation as requested by the State Legislative Committee,etc.The committee shall consider matters and issdes submitted to it in order to determine which ones are of major significance to the members of the Association and, assuming a finding of major significance, recommend to the Board of Directors the position(s) which the committee believes the Association should take with respect thereto. The committee shall be composed of between 35 and 45 attorneys, each of whom shall be,or act as,counsel for a member of the Association, representing diverse interests As amended by the ACWA Members on May 7,2014 Page 112 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES within the Association, including but not limited to, different geographical areas throughout the state, large and small agencies, agricultural and urban agencies, agencies created under the various enabling statutes,etc. Further,there shall be at least one representative from each region on the committee. Section 11. Local Government Committee.There shall be a Local Government Committee whose duty it shall be to recommend policies to the State Legislative Committee, as appropriate, and Board of Directors on matters affecting water agencies as a segment of local government in California. The committee shall consist of at least one and no more than three individuals from each region. Section 12. Membership Committee.There shall be a Membership Committee whose duty it shall be to assist staff in developing membership recruitment and retention programs, make recommendations to the Board of Directors regarding membership policies, eligibility, and applications for membership and review and make recommendations to the Finance Committee regarding an equitable dues structure. The committee shall consist of at least one member from each region. Section 13. State Legislative Committee. There shall be a State Legislative Committee whose duty it shall be to review all state legislative proposals affecting members of the Association and to establish Association positions, consistent with existing policy, where it has been established; sponsor bills that will resolve problems or improve conditions for members of the Association; and assist in the establishment of the Association's legislative program. The committee shall consist of individuals representing a variety of types of members and at least one and no more than four individuals from each region. Section 14. Water Management Committee. There shall be a Water Management Committee whose duty it shall be to recommend policy and programs to the Board of Directors on any area of concern in water management.The committee shall consist of at least one and no more than four individuals from each region. Section 15.Water Quality Committee.There shall be a Water Quality Committee whose duty, it shall be to develop and recommend Association policy, positions, and programs to the Board of Directors, to promote cost-effective state and federal water quality regulations that protect the public health, to enable interested members of the Association to join together to develop and coordinate with other organizations, and to present unified comments regarding agricultural and domestic water quality regulations.The committee shall consist of at least one individual from each region. ARTICLE H—SPECIAL COUNCILS, COMMITTEES, AND':"ASK FORCES Following is an overview of the proposed amendments to Article 8: • Moves the Council of Past Presidents from Article 4, Board of Directors, to its own section under Article 8 to comply with the nonprofit corporation requirements set forth in the California Corporations Code which does not allow for non-voting directors. The language describes the As amended by the ACWA Members on May 7,2014 Page 1 13 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES Council as the means by which past presidents continue to make valuable contributions to the Association. Provides additional language to clarify the role and function of the Nominating Committee. Section 1. Council of Past Presidents. There shall be a Council of Past Presidents composed of all past presidents of the Association who serve on the council until each is no longer able to or wishes to serve. The council shall provide a mechanism for past presidents to continue to make valuable contributions to the Association. With approval of the Board of Directors, the president and/or executive director/secretary may assign specific responsibilities to the council from time to time. Members of the Council of Past Presidents are invited to attend and participate in the Association's Board meetings. Sectlon4 2. Nominating Committee.There shall be a Nominating Committee consisting of five or more persons appointed by the president prior to the Association's fall conference in each odd-numbered year, whose purpose shall be to nominate qualified individuals for the offices of president and vice president of the Association. Net '^*^r than 48 hOUFS PFlar to th^ ^{efffieeFs e'the ^^°a*°^^ Me ffNominating ECommittee shall publish its nominations for the offices of president and vice president of the Association not less than 10 or more than 90 days before the membership meeting is held at fall conference. Additional nominations may,be made by any member of the Association for candidates for the office of president and vice president.Additional nominations shall be made from the floor during the election of president and vice president at the membership meeting scheduled for said purposes. Section 2. Other Committees and Task Forces. Other committees and task forces may be appointed by the president from time to time as needed, consistent with and supportive of the mission of the Association. ARTICLE 9—MEETINGS OF MEMBERS Following is an overview of the proposed amendments to Article 9: Expands.the definition of membership meeting to include the timing of officer elections, to comply with nonprofit corporation requirements set forth in the California Corporations Code. Provides detailed information on how membership meetings and special meetings are noticed to comply with nonprofit corporation requirements set forth in the California Corporations Code. Provides clarifying language for how quorums are determined for purposes of transacting business at membership meetings. Provides detailed information pertaining to the election process for the Association's Board officers. As amended by the ACWA Members on May 7,2014 Pagel 14 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES Section 1. Meetings. Meetings of the members of the Association shall be held at the Association's conferences at such times as may be determined by the Board of Directors to conduct necessary business and to elect the president and vice president, which occurs at the fall conference in each odd- numbered year. Section 2. Special Meetings. Special meetings of the members of the Association may be called by the Board of Directors, the president of the Board of Directors, or by 5 percent or more of the members of the Association. Except when called by the Board, a request for a special meeting must be in writing and must be delivered in person or mailed by first-class mail addressed to the president of the Board at the principal office of the Association, with a copy to the executive director/secretary. The request must state the general nature of the business proposed to be transacted at the meeting. A special meeting that has been called by written request of 5 percent of the member agencies of the Association to the Board of Directors shall be set by the Board of Directors on a date that is not less than 35 or more than 90 days after receipt of the request.The emeewtive &eeteFiseGFet.Fy shall to be given to all membeFS ef the Asseeiation, whish Retiee shall state the plar=e, date, @Rd time mf the meeting and the geneFal nature ef the bu-SiReSS te be tFaRsaeted at the meeting. Ne business emeept Section 3. itlotice Requirements for Membership Meetings. Written notice of any membership meeting shall be given to each voting member of the Association. The notice shall state the date time and place of the meeting;the means by which members may participate; and the general nature of the business to be transacted. The notice of any meeting at which Board officers are to be formally nominated and elected shall include the names of the recommended slate of candidates for the offices of president and vice president in addition to the election procedures.The member notification information shall also be posted on the Association's website. Except as otherwise provided in these bylaws or California law, a written notice of regular membership meetings shall be given not less than 10 or more than 90 days before the date of the meeting to each member who, on the record date for notice of the meeting, is entitled to vote; provided however, that if notice is given by mail, and the notice is not mailed by first-class, registered, or certified mail that notice shall be given not less than 20 days before the meeting. Section A.. Notice Requirements for Special Meetings. The executive director/secretary shall cause notice to be given to all members of the Association of the date,time,and place of the meeting and the general nature of the business to be transacted at the meeting. No business except that specified in the ,request and notice may be transacted at said special meeting. If notice of the requested special meeting is not given within 20 days after receipt of the request, the person or persons requesting the meeting may give the notice. Section4.5 Voting. Each member of the Association shall be entitled to one vote that shall be cast by its authorized representative. All questions, except amendments or revisions of these bylaws, shall be As amended by the ACWA Members on May 7,2014 Page 115 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES determined by a majority of the members present and voting. A roll call may be requested by any representative. Section-4.6 Amendment of Bylaws. These bylaws may be amended or revised by two-thirds of the member agencies of the Association present and voting at any meeting. Section-6.7 Quorums. The presence of the authorized representative of 50 members of the Association at any meeting of the members shall constitute a quorum for transacting business. Section-6 8. Amendments, Revisions, and Resolutions. Before any amendments or revisions to the bylaws, or resolutions, may be considered at any meeting of the Association, any such amendment, revision,or resolution shall be submitted to the executive director/secretary at least 30 days prior to the first day of such meeting. The executive director/secretary shall promptly distribute any proposed amendments or revisions to the Legal Affairs Committee for the Legal Affairs Committee to develop an unbiased analysis of the amendments or revisions. Following development of an analysis for the proposed amendments or revisions, the executive director/secretary shall distribute copies of any resolutions, amendments or revisions, including any applicable analyses, to all members of the Association at least five days prior to presentation at such meeting. The 30-day rule may be suspended at any meeting of the Association by consent of three-fourths of the members present. Voting on resolutions,amendments,or revisions shall proceed as provided by Sections 3 and 4 of this Article. Section 9. Nomination of President and Vice President. A. Qualification. At the time of their election, the president and vice president of the Association shall each be an elected or appointed member of the governing body or commission (as appropriate)of a member agency of the Association. B. Nominating Committee Process. All nominations for the positions of president and vice president shall be accompanied by an official resolution from the Association member agency on whose board the nominee serves. Said resolution shall be signed by an authorized signatory of the member agency's Board of Directors. C. Nominations from the Floor. Additional nominations may be made by any member of the Association for the office of president and vice president. Said nominations and seconds shall be made from the floor during the election of the offices of president and vice president at.the membership meeting scheduled for said purposes (as provided for in the penultimate sentence of Article 8, Section 2). Such nominations and seconds shall be made by a member of the Association and must be supported by a resolution of the governing body of the member making and seconding such nomination. The member agency on whose board the nominee serves shall submit a resolution of support if they are not the agency making the floor nomination or second. As amended by the ACWA Members on May 7,2014 Page 116 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES Section 10. Additional Procedures for Election of Officers. The Board shall have the authoritv to develop additional procedures for elections of president and vice president when not otherwise covered by these bylaws. €esl:inn 7 h1am"KA2t:onc for. Offices ° from tha ''leer lldditienal neminatieRs and-seeends, if any, fe PFes Att i ICLE 10. —&NDEIVINIFICATICN OF DIRECTORS, +JFFICERS,AND OTHER AGENTS Following is an overview of the proposed amendments to Article 10: Creates new article/language that sets forth provisions for the indemnification of directors, officers, and other agents to comply with nonprofit corporation requirements which are set forth in the California Corporations Code.. Section 1. Right of Indemnity.To the fullest extent permitted by law,this Corporation shall indemnify its Directors, Officers, employees, and other persons described in Section 7237(a) of the California Corporations Code, including persons formerly occupying any such position against all expenses iudgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any "proceeding," as that term is used in that Section, and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that section. "Expenses," as used-in this bylaw, shall have the same meaning as in Section 7237(a) of the California Corporations Code. Section 2. Approval of Indemnity. On written request to the Board by any person seeking indemnification under Section 7237(b)or Section 7237(c)of the California Corporations Code the Board shall promptly determine under Section 7237(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met and, if so the Board shall authorize indemnification. Section 3. Advancement of Expenses. To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under these bylaws in defending any proceeding covered by those Sections shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Corporation for those expenses. Section 4. Insurance.The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its Officers, Directors, employees, and other agents, against any As amended by the ACWA Members on May 7,2014 Page 117 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES liability asserted against or incurred by anv officer. director. emplovee, or agent in such capacity or arising out of the officer's,director's,employee's or agent's status as such. ARTICLE 110- MISCELLANEOUS Follcwing is an overview of the proposed amendments to Article 1: • Creates new language that sets forth the parameters for the disposition of the Association's assets upon dissolution of the organization consistent with the California Corporations Code and the Articles of Incorporation. Section 1. Conduct of Meetings. All meetings of the Association shall be conducted in accord with the code of conduct and in substantial accordance with the latest edition of Robert's Rules of Order Newly Revised unless the Board adopts alternate rules of conduct for itself and/or its committees, region boards,and region workgroups. Section 2. Funds. The funds of the Association shall be used to further the aims and purposes of this Association. They shall be kept by the controller treasurer and paid out by checks or other electronic means, which shall only be valid with two authorized signatures. The Board of Directors shall designate by resolution which persons, other than the controller treasurer, may sign for expenditures. The Finance Committee shall implement procedures to ensure necessary internal controls over the receipt and expenditures of Association funds and arrange for an external audit. Audit reports shall be presented to the Board of Directors. Section 3. Disposition of Assets upon Dissolution. The Association's properties and assets are irrevocably dedicated to the fulfillment of the Association's purposes as described in Article 2 of the Articles of Incorporation. No part of the Association's net earnings, properties and assets, on dissolution or otherwise, may inure to the benefit of any private person. Upon the dissolution of the Association,all debts thereof shall be paid and its affairs settled, and all remaining assets shall be distributed to the Association's member political subdivisions for a public purpose, consistent with the provisions of the California Nonprofit Corporation Law relating to public benefit corporations then in effect and with the Articles of Incorporation. Section 3. Definitions. As used in these bylaws, the term "notice provided by electronic means" shall refer to notice given by fax or e-mail. Amended comprehensively December 1, 2010 Amended May 9,2012 Amended May 7, 2014 acwa bylaws_a mend ment-redline_v7_2015-09-25_analysis.docx As amended by the ACWA Members on May 7,2014 Page 118 Association of alifornia Water Agencies 'o- since 1910 B�LAWS of the Association of California Water A envies a i opose i Bylaws Ame�:idinien is - Cieoc n Ve- vied Amended by the ACWA Members:May 7, 2014 Proposed amendments:July 31 and September 25, 2015 acwa bylaws_a mend ments-clean_v7_2015-09-25.docx Association Armof California Water Agencies BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES TABLE OF CONTENTS Article1—General...............................................................................................................1 Article 2—Membership and Dues.......................................................................................1 Article3—Officers...............................................................................................................2 Article 4—Board of Directors..............................................................................................4 Article5—Regions...............................................................................................................6 Article 6—Executive Committee.........................................................................................8 Article 7—Standing Committees.......................................................................................10 Article 8—Special Councils, Committees,and Task Forces ..............................................12 Article 9—Meetings of Members .....................................................................................13 Article 10—Indemnification of Directors,Officers,and Other Agents..............................15 Article 11—Miscellaneous................................................................................................15 acwa bylaws_amendments-clean—v7-2015-09-25.docx Association Armof California Water Agencies BYLAWS OF THE • ASSOCIATION OF CALIFORNIA WATER AGENCIES (As amended by the Members on May 7,2014) Proposed amendments approved by ACWA Board.July 31 and September 25,2015 ARTICLE 1—GENERAL Section 1. Name.The name of this California nonprofit corporation shall be the Association of California Water Agencies(hereinafter referred to as the Association). Section 2. Principal Office. The principal office for the transaction of business of the Association is located at 910 K Street, Suite 100, Sacramento, California; provided, however, that the Board of Directors may change the location of the principal office by resolution and without amendment of these bylaws. Section 3. Purposes. The purposes of the Association shall be to work together with its members and others for the best interests of California and its citizens and landowners who use, need and depend upon water; to encourage the orderly development of the waters of the state; to seek means of obtaining and making available to all of California a dependable water supply of the best possible quality at the lowest possible cost, giving due consideration to environmental factors involved therein; to provide inspiration and leadership in meeting and solving the water supply problems of this state; to propose and advocate such policies and measures—local, state and federal—that serve the best interests of the Association, opposing those of contrary nature;to assist in promoting the health, safety and welfare of the employees of its members; and to do all other things that are in the best interests of its members. ARTICLE 2— MEMBERSHIP AND DUES Section 1. Membership. A. Members. Only a public district, public agency, or public organization created and operated for the purpose of controlling, treating, developing, acquiring, using or supplying water for any purpose for inhabitants or lands within the state of California, or for the protection, drainage or reclamation of lands within the state of California, may become a member of the Association. Such an entity will become a member upon written application, approval by the Board of Directors, and the payment of the required dues.Acceptance to membership shall authorize full participation in Association activities. Except as otherwise provided in subsection (B) below, in no case may an organization other than a state,a political subdivision (as defined in § 1.103-1(b) of the Income Tax Regulations) of a state or an entity the income of which is excluded from gross income under§ 115 of the Internal Revenue Code be a member of the Association. acwa bylaws_a mend ments-clean_v7_2015-09-25.docx BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES B. Honorary Life Members. Any person who has rendered conspicuous service in furthering the purposes of the Association may, by vote of the Board of Directors, be granted an honorary life membership in the Association without payment of dues or assessments. All past presidents of the Association shall automatically be honorary life members without vote of the Board of Directors. Honorary life members shall not be entitled to a vote or to hold office automatically because of their status as honorary life members. C. Termination of Members. Membership shall cease upon the failure of any member to pay the dues provided for in Section 2 of this Article. The membership of any member may be terminated at any time by such member sending written notification of its intention to withdraw to the Association's principal office. The Board of Directors may terminate the membership of any member upon 30 days'written notice by first-class mail when it is determined at any regular Board meeting or at any special Board meeting called for that purpose that continuance of such membership would not be in the best interests of the Association.Withdrawal or termination of membership ends any participation in Association activities and shall terminate a member's interest in the Association's assets. Section 2. Dues. The annual dues of each member of the Association shall be established by the Board of Directors; provided, however, that any member may apply for a change in its dues because of conditions that differentiate such applicant from other members. Section 3. Liability of Members. No member shall be liable for any obligation incurred by the Association with the following exception: (1) the payment of the annual dues while it remains a member; and (2)the payment of emergency assessments,which shall not exceed 10 percent of current annual dues for each member in any calendar year while it remains a member. No emergency assessment may be levied against any member during its first two years of membership in the Association. ARTICLE 3—OFFICERS Section 1.President and Vice President. A. General. The president and vice president of the Association shall be the elected officers of the Association. At the time of their election the president and vice president shall each be an elected or appointed member of the governing body or commission (as appropriate) of a member agency of the Association. The president and vice president shall be elected by the members of the Association at its fall conference in each odd-numbered year, shall take office on January 1 of the calendar year following election,and shall hold office until such time as their successors take office or are appointed. An elected president shall not be permitted to succeed himself/herself to that office. Except as provided in this Article, should vacancies occur in either office of the president or vice president,the Board of Directors shall appoint persons to fill such offices for the unexpired terms thereof. As amended by the ACWA Members on May 7,2014 Page 12 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES B. President. The president shall preside at all meetings of the Board of Directors, the Executive Committee, and the general membership; shall appoint members of all committees, including the chair and vice chair of each, upon recommendation from members and regions (as communicated by the region chairs), with each such committee chair and vice chair ratified by the Board of Directors; and shall perform all other duties necessary to carry out the functions of the office. The president shall be a non-voting ex officio member of each committee, but shall not be an ex officio member of the Nominating Committee or the region boards. The president may be expelled from office with or without cause, upon the satisfaction of the following two events: (1) a two-thirds vote of the Board of Directors; and (2) a subsequent simple majority vote of the members of the Association during a meeting of the membership. C. Vice President.The vice president shall, in the absence of the president,assume all of the duties of that office and, if a vacancy occurs, succeed thereto for the unexpired term. The vice president shall sit as a member of the Executive Committee of the ACWA Joint Powers Insurance Authority and shall perform such other duties as assigned by the president. Section 2. Executive Director/Secretary and Controller/Treasurer. A. General. The executive director/secretary and controller/treasurer of the Association shall also be officers of the Association. The executive director/secretary shall be appointed by and hold office at the pleasure of the Board of Directors of the Association. B. Executive Director/Secretary. The executive director/secretary shall: (1) advise and assist the Board of Directors, all committees, the boards of each region, and the workgroups of each region; (2) be responsible for administering the total operations of the Association; (3) employ, direct, and release all employed staff in accordance with the policies adopted by the Board of Directors and consistent with the budget adopted by the Board of Directors; (4) provide relevant information to the Board of Directors needed by the Board to take actions; (5) give members notice and record minutes of all meetings of the membership, Board of Directors, and Executive Committee; and (6) have such other powers and perform such other duties as may be provided and assigned by the Board of Directors directly or through the president of the Board or the Executive Committee. The executive director/secretary, with the assistance of the controller/treasurer, shall render a report to the Board of Directors at the first meeting following the close of each calendar year showing the membership of the Association, the receipts and expenditures during the year,and the work accomplished during the previous year. C. Controller/Treasurer.The controller/treasurer shall report to and act under the direction of the executive director/secretary. The controller/treasurer shall be a signatory on all accounts held by the Association and shall act as a fiduciary for all assets of the Association. As amended by the ACWA Members on May 7,2014 Page 13 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES %L —BOARD OF DIRECTORS I . 9. Section 1. Membership.The Board of Directors shall consist of: A. The Association president and vice president. B. The chair and vice chair of each region. C. The chair of each standing committee. D. The most immediate active past president. E. The vice president of the ACWA/Joint Powers Insurance Authority. Section 2. Term of Office. The term of office of all members of the Board of Directors shall commence on January 1 of the calendar year following election of the president and vice president,except for those persons who serve on the Board of Directors by nature of their position as chairs of standing committees, whose terms shall instead commence upon their ratification by the Board of Directors. Except as provided in Article 4, Section 11, the term of office for all members of the Board of Directors shall terminate on December 31 of the following odd-numbered year two years later, or until their successors take office. Section 3. Attendance Requirement. Any member of the Board of Directors who misses two consecutive regular Board meetings without being excused by the Board will no longer be a member of the Board of Directors. Section 4. Regular Meetings. Regular meetings of the Board of Directors shall be held bimonthly at such times and places as the Board may determine. Section 5. Special Meetings. Special meetings may be called by the president upon the president's own volition or shall be called by the president when requested in writing by five directors. Prior to conducting such a special meeting, the president shall consult with the Executive Committee to ensure that adequate information is available to the Board of Directors for any necessary decisions; and where such meeting is called upon the president's own volition, the president shall also consult with the Executive Committee as to the necessity of the special meeting. Notice for special meetings shall be provided in the following manner: (1) upon 10 days' written notice sent by mail to each director and addressed to each at the address as shown upon the records of the Association; or (2) upon 48 hours' notice with notice provided by electronic means. When the meeting is called upon the president's own volition, the president shall choose the form of notice; when the meeting is called by a request of five directors, the five directors shall choose the form of notice and the president shall promptly call the meeting. No business except those items described in the notice shall be transacted at any special meeting,except by consent of three-fourths of the members of the Board of Directors present. As amended by the ACWA Members on May 7,2014 Page 14 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES Section 6. Meeting Requirements and Quorums.Any meeting, regular or special, may be held in person or by telephone conference, web video conference, or other electronic video screen communication or electronic transmission. At any meeting of the Board of Directors, the attendance of 50 percent of the voting members of the Board of Directors, or their permitted alternates as specified in these bylaws, shall constitute a quorum for the transaction of any business. The Board may hold a closed session for discussion of personnel matters or enforcement of violations of the code of conduct. Section 7. Alternates. Each region shall designate an alternate for each chair and vice chair, who shall meet the qualification requirements for chair and vice chair,to act at meetings of the Board of Directors when the chair or vice chair is unable to attend. The vice chair of each standing committee will be the alternate to act at meetings of the Board of Directors when the chair is unable to attend. An alternate may not act or vote on behalf of more than one member of the Board of Directors. A member of the Board of Directors may not act as an alternate for any other member. Section 8. Vacancies for Standing Committee Chairs and Vice Chairs. Should a vacancy occur in the office of any standing committee chair or vice chair before the end of the term, the president shall appoint a new committee chair or vice chair to fulfill the unexpired term of such committee chair or vice chair subject to ratification by the Board of Directors. A vacancy in the office of any such standing committee chair or vice chair as described in the previous sentence shall be deemed to exist when the chair or vice chair: (1) resigns the office; (2) no longer is an officer, employee, or member of the governing body of a member agency of the Association, or other representative duly designated by a member agency of the Association to represent that member; or(3) is otherwise removed by a member agency of the Association. Section 9. Duties, Authorities, and Delegation. Subject to the provisions and limitations of California Nonprofit Corporation Law, other applicable laws, and the provisions of these bylaws, the Association's activities and affairs are to be exercised by or under the direction of the Association's Board of Directors. The Board of Directors is responsible for the overall supervision, control, and direction of the Association.The Board of Directors shall: (1) employ and release the executive director/secretary; (2)set performance expectations for the executive director/secretary; (3) receive, review, and consider approval of executive director/secretary recommended compensation, other terms and conditions of employment, and annual evaluations as prepared by the Executive Committee; (4) annually adopt a budget; and (5) set the level of dues for the Association. Except as to the duties listed in the previous sentence, and subject to Article 3, Section 2, the Board of Directors may delegate the supervision, control, and direction of the Association's affairs to any person or group, including a committee, provided the Association Board retains ultimate responsibility for the actions of such person or group. Where such powers are delegated,the delegation shall be documented in writing. Section 10. Immediate Past President. The immediate past president automatically assumes this position after serving as the Association's elected president and is a voting member of the Board of Directors and Executive Committee. The term of office for the immediate past president shall commence on January 1 of the calendar year following election of the president and vice president and As amended by the ACWA Members on May 7,2014 Page 15 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES shall terminate on December 31 of the following odd-numbered year two years later, in the event the most immediate active past president is unavailable to serve, the most recent and available active past president in succession shall serve in this capacity. Section 11.Code of Conduct of Board Members. A. Code of Conduct: Purpose and Adoption. The Board of Directors shall establish, and update as appropriate,a code of conduct for its Directors that recognizes the Association's commitment of integrity, respect, and fair representation to its members and the public they serve and establishes minimum ethical standards for the performance of the duties of office. The code shall be consistent with the procedural processes contained in this section. The code shall be distributed to all new Directors and shall be distributed annually to all members of the Association. B. Violations and Enforcement Process. A violation of the code of conduct may result in removal, public censure,or private reprimand of a Director,or such other action as contained in the code of conduct. However, removal and public censure shall be reserved only for serious violations. A Director may not be removed or publically censured absent an affirmative vote of two-thirds of the voting members of the Board of Directors. A Director may be privately reprimanded for a violation of the code of conduct upon the majority vote of the quorum. Complaints of violation of the code of conduct may be filed with the president, or the vice-president if the allegations are made against the president. The president may refer a complaint of violation to the executive director/secretary for investigation. The executive director/secretary may retain a special investigator or special counsel to conduct or assist the investigation. A Director accused of a violation shall be provided a copy of the complaint. A Director that takes any hostile or retaliatory action, directly or indirectly, against a complainant is subject to removal from the Board in conformance with the process identified above. Prior to scheduling a Board action on a complaint, the president shall consult with the Executive Committee and the chair of the Legal Affairs Committee.A Director accused of a violation of the code of conduct shall be provided at least 15 days' written notice of any meeting of the Board at which a determination of enforcement will be considered.A determination of enforcement may be made only at a regular meeting of the Board and shall be made in closed session. The determinations of the Board under this section shall not be admissible in any criminal or civil proceeding brought against the Director for conduct that violates any other law. ARTICLE S—REGIONS Section 1. Boundaries of Each Region. A. There shall be a maximum of 10 regions within the state.The Board of Directors shall determine the regional boundaries. Insofar as is practicable, the regions shall have a numerical balance in members of the Association; make geographic sense;and promote regional problem solving. As amended by the ACWA Members on May 7,2014 Page 16 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES B. A member of the Association may file a written petition to the Board of Directors requesting a change in regions. Such petition shall set forth the reasons for such requested change. The Board shall, within a reasonable time, act upon such petition and set forth the reasons for its action.Such action by the Board shall be based on factors in(A)above,as well as others deemed by the Board of Directors to be relevant to the decision. Section 2.Officers. A. The officers of each region shall be a chair and vice chair and three to five region board members who shall be elected by the region by September 30, or the preceding Friday if September 30 falls on a weekend, of odd-numbered years. A region may maintain a board of fewer than five but not less than three members as provided in the region's rules and regulations. The officers of the region board shall take office on January 1 of the calendar year following election and shall hold office for two years, or until their successors take office. Regions shall hold elections by electronic ballot. ACWA staff shall verify the legitimacy of the ballots. B. The officers of each region shall: (1)exercise the powers and perform duties of the region during the interim between region meetings; and (2) make recommendations to the president regarding appointments to committees. The chair and vice chair shall be the region's representatives to the ACWA Board of Directors. C. Each officer of a region shall be an officer, employee, or member of the governing body of a member agency of the Association, or other representative duly designated by a member agency of the Association to represent that member at the time of the appointment. Where an individual ceases to meet these criteria during the term of the office, the individual may not serve during the remaining term of that office unless that individual can again meet the criteria for the office and is appointed to complete the term. The region board may adopt more stringent criteria for board member qualifications as part of the region's rules and regulations. D. Should a vacancy occur in any of the region board positions before the end of the term, the remaining members of the region board shall appoint a new member. A vacancy in the office of any region board position shall be deemed to exist when a region board member: (1) resigns the office; (2) no longer is an officer, employee, or member of the governing body of a member agency of the Association, or other representative duly designated by a member of the Association to represent that member; or(3) is otherwise removed by a member agency of the Association. Section 3. Nominating Committees. There shall be a nominating committee for each region consisting of three or more designees, each representing a member of the Association located within the region, appointed by the chair of the region and approved by the region board. Nominating committees shall be formed by February 28 of each odd-numbered year. The nominating committee shall announce its nominations for chair,vice chair, and region board members by August 1 of an election year. All regions As amended by the ACWA Members on May 7,2014 page 17 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES must complete the election process by September 30 of the election year, or the preceding Friday if the September 30 falls on a weekend. Section 4. Meetings. The meetings of each region shall be held at both the spring and fall conferences and at such other times and places as may be determined by the region chair. Representatives of five or more members of the Association from the region present at any region meeting shall constitute a quorum for purposes of conducting the business of the region. Any meeting, regular or special, may be held in person or by telephone conference, web video conference, or other electronic video screen communication or electronic transmission. Section S.Workgroups.Workgroups may be appointed by the region chair as needed. Section 6. Rules. Each region shall organize and adopt rules and regulations for the conduct of its meetings and affairs not inconsistent with the Articles of Incorporation or bylaws of the Association. Each region shall abide by the code of conduct adopted by the Board of Directors of the Association. ARTICLE 6—EXECUTIVE COMMITTEE Section 1. Membership. There shall be an Executive Committee consisting of the following: the president of the Association, who shall be the chair thereof; the vice president; the most immediate active past president; the chair of the Finance Committee; and three at-large representatives selected from and by the members of the Board of Directors.The election of the three at-large representatives to the Executive Committee shall occur at the first Board of Directors meeting held in each even-numbered year and the elected representatives shall serve immediately following their election and until such time as their successors take office. To the extent practical, the Executive Committee should be constituted so as to reflect the geographic extent of the Association and the functions of the members of the Association. Section 2. Powers.The Executive Committee shall have the following authority: A. Personnel. Subject to the budget adopted by the Board of Directors, the Executive Committee shall perform the following personnel actions: (1) recommend compensation for the executive director/secretary to the Board of Directors for approval; (2) perform annual reviews of the executive director/secretary and submit that review to the Board of Directors; (3) review and approve the classification and compensation plan and publicly posted salary schedule for Association employees submitted by the executive director/secretary,which shall be reviewable by the Board of Directors, in closed session,upon request of the Board of Directors; (4) establish personnel policies for the conduct and behavior of employees,which shall be reviewable by the Board of Directors; and (5) undertake such other personnel actions as may be requested by the executive director/secretary in support of his or her oversight of all other personnel matters, which shall be reviewable by the Board of Directors, in closed session, upon request of the Board of Directors. As amended by the ACWA Members on May 7,2014 Page 18 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES B. Delegation. The Executive Committee may act pursuant to any authority specifically delegated to it by the Board of Directors.The delegation shall indicate whether the authority is still subject to the ultimate authority of the Board. C. Authority to Act Between Meetings. The Executive Committee may act for the Board of Directors between Board meetings when calling a special meeting of the Board of Directors is impracticable, provided that no such action of the Executive Committee shall be binding on the Board of Directors until authorized or approved by the Board. The Executive Committee has the authority to authorize actions recommended by the Legal Affairs Committee (such as the filing of letter briefs and amicus curiae briefs) by electronic means without the need for an in-person or telephonic meeting, but such actions shall be ratified by the Board of Directors at its next meeting. Section 3. Reporting. The president, or any person designated by the president, shall report to the Board of Directors, at each regular Board meeting, any action taken by the Executive Committee since the last preceding regular Board meeting. The minutes of Executive Committee meetings, which at that time may still be in draft form, shall be mailed (using the U.S. Postal Service, express delivery, electronic means, or otherwise) to each member of the Board of Directors at least five days prior to Board meetings, except in cases in which the Executive Committee meets during or immediately prior to a conference of the Association or immediately prior to a Board meeting, in which case the minutes, which may still be in draft form,shall be mailed to each director promptly thereafter. Section 4. Meetings. The Executive Committee shall hold regularly scheduled meetings as set by the president. Special meetings of the Executive Committee may be called by the president upon notice to the members of that committee or upon written request of three Executive Committee members. Notice for special Executive Committee meetings shall be provided to the entire Board: (1) upon five days'written notice sent by mail, or(2) upon 24 hours' notice with notice provided by electronic means; and all such meetings shall be open to the Board of Directors. Any meeting, regular or special, may be held in person or by telephone conference, web video conference or other electronic video screen communication or electronic transmission. All members of the Board of Directors, may attend any meeting of the Executive Committee. Meetings of the Executive Committee may be closed to others at the discretion of the President or committee. Only members of the Executive Committee are allowed to vote on matters at a meeting of the committee. Section S. Minutes. The minutes of the Executive Committee meetings shall be kept by the executive director/secretary at the Association's principal office. Actions of the Executive Committee shall be reported to the Board of Directors as provided in Section 3 of this Article and shall be available to any member of the Board of Directors upon request to the executive director/secretary. As amended by the ACWA Members on May 7,2014 Page 19 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES ARTICLE 7—STANDING COMMIT EES Section 1. Qualification. In order to serve on any ACWA standing committee, an individual must be an officer, employee, or member of the governing body of a member agency of the Association, or other representative duly designated by a member agency of the Association to represent that member at the time of the appointment. Where an individual ceases to meet these criteria during the term of the appointment, the individual may not serve during the remaining term of that appointment unless that individual can again meet the criteria for appointment and is appointed to complete the term. Section 2. Term of Office. The term of office of standing committee members shall be two years commencing on January 1 of each even-numbered year.The term of office of standing committee chairs and vice chairs shall be approximately two years and shall commence as soon after January 1 of the even-numbered year as they may be appointed by the president and ratified by the then-seated Board of Directors,,and shall terminate on December 31 of the odd-numbered year approximately two years later or until their successors are appointed and ratified. Section 3. Meetings. Meetings of standing committees may be called at such times and places designated by the respective chair thereof except where provided otherwise by these bylaws. Subject to the provisions of these bylaws and any actions that may be taken by the Board of Directors,the chairs of each standing committee may establish their own rules for the efficient operation of the committee they each chair. The chairs of each standing committee are authorized to create subcommittees and workgroups in order to complete the work of the committee. Section 4. Business Development Committee. There shall be a Business Development Committee whose duty it is to develop and recommend to the Board of Directors programs and activities to be provided or administered by the Association that generate non-dues revenue and provide a service or benefit to Association members. The committee shall consist of at least one representative from each region and one representative from the other standing committees. Section S. Communications Committee. There shall be a Communications Committee whose duty it shall be to develop and make recommendations to the Board of Directors regarding a comprehensive internal and external communications program for the Association and to promote development of sound public information and education programs and practices among members of the Association. The committee shall consist of no more than 40 individuals. Of that number,at least one individual shall be from each region. Section 6.Energy Committee.There shall be an Energy Committee whose duty it shall be to recommend policies and programs to the Board of Directors and to the State Legislative Committee and/or Federal Affairs Committee as appropriate.The committee shall consist of at least one representative from each region. Section 7. Federal Affairs Committee.There shall be a Federal Affairs Committee whose duty it shall be to review all federal legislative proposals and regulatory proposals affecting members of the Association, As amended by the ACWA Members on May 7,2014 Page 110 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES after consulting with other appropriate committees, and to develop Association positions consistent with existing policy, where it has been established; recommend sponsorship of bills that will resolve problems or improve conditions for members of the Association; and assist in the establishment of the Association's federal legislative program. The committee shall consist of at least one and no more than five individuals from each region. Section S. Finance Committee. There shall be a Finance Committee whose duty it shall be to make recommendations to the Board of Directors regarding annual budgets, dues formula and schedules and other revenue-producing income, annual audit and selection of an auditor, and investment strategies. The committee shall consist of the president and vice president of the Association as ex officio members,the Finance Committee chair,one member of the region board from each of the Association's 10 regions (either chair or vice chair), and one additional representative from each region with experience in financial matters. Section 9.Groundwater Committee.There shall be a Groundwater Committee whose duty it shall be to recommend policies and programs to the Board of Directors and to the State Legislative Committee and/or Federal Affairs Committee as appropriate. The committee shall consist of at least one representative from each region. Section 10. Legal Affairs Committee. There shall be a Legal Affairs Committee whose duty it shall be to support the mission of the Association, and more particularly to deal with requests for assistance involving legal matters of significance to members of the Association, including but not limited to state and federal court litigation, water rights matters, selected regulatory and resources agency matters, proposed bylaw revisions, review of legislation as requested by the State Legislative Committee,etc.The committee shall consider matters and issues submitted to it in order to determine which ones are of major significance to the members of the Association and, assuming a finding of major significance, recommend to the Board of Directors the position(s) which the committee believes the Association should take with respect thereto. The committee shall be composed of between 35 and 45 attorneys, each of whom shall be,or act as,counsel for a member of the Association, representing diverse interests within the Association, including but not limited to, different geographical areas throughout the state, large and small agencies, agricultural and urban agencies, agencies created under the various enabling statutes,etc. Further,there shall be at least one representative from each region on the committee. Section 11. Local Government Committee.There shall be a Local Government Committee whose duty it shall be to recommend policies to the State Legislative Committee, as appropriate, and Board of Directors on matters affecting water agencies as a segment of local government in California. The committee shall consist of at least one and no more than three individuals from each region. Section 12. Membership Committee.There shall be a Membership Committee whose duty it shall be to assist staff in developing membership recruitment and retention programs, make recommendations to the Board of Directors regarding membership policies, eligibility, and applications for membership and review and make recommendations to the Finance Committee regarding an equitable dues structure. The committee shall consist of at least one member from each region. As amended by the ACWA Members on May 7,2014 Page 111 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES Section 13. State Legislative Committee. There shall be a State Legislative Committee whose duty it shall be to review all state legislative proposals affecting members of the Association and to establish Association positions, consistent with existing policy, where it has been established; sponsor bills that will resolve problems or improve conditions for members of the Association; and assist in the establishment of the Association's legislative program. The committee shall consist of individuals representing a variety of types of members and at least one and no more than four individuals from each region. Section 14. Water Management Committee. There shall be a Water Management Committee whose duty it shall be to recommend policy and programs to the Board of Directors on any area of concern in water management.The committee shall consist of at least one and no more than four individuals from each region. Section 1S. Water Quality Committee.There shall be a Water Quality Committee whose duty it shall be to develop and recommend Association policy, positions, and programs to the Board of Directors, to promote cost-effective state and federal water quality regulations that protect the public health, to enable interested members of the Association to join together to develop and coordinate with other organizations, and to present unified comments regarding agricultural and domestic water quality regulations.The committee shall consist of at least one individual from each region. ARTICLE 8—SPECIAL COUNCILS, COMMITTEES,AND TASK FORCES Section 1. Council of Past Presidents. There shall be a Council of Past Presidents composed of all past presidents of the Association who serve on the council until each is no longer able to or wishes to serve. The council shall provide a mechanism for past presidents to continue to make valuable contributions to the Association. With approval of the Board of Directors, the president and/or executive director/secretary may assign specific responsibilities to the council from time to time. Members of the Council of Past Presidents are invited to attend and participate in the Association's Board meetings. Section 2. Nominating Committee. There shall be a Nominating Committee consisting of five or more persons appointed by the president prior to the Association's fall conference in each odd-numbered year, whose purpose shall be to nominate qualified individuals for the offices of president and vice president of the Association. The Nominating Committee shall publish its nominations for the offices of president and vice president of the Association not less than 10 or more than 90 days before the membership meeting is held at fall conference.Additional nominations may be made by any member of the Association for candidates for the office of president and vice president. Additional nominations shall be made from the floor during the election of president and vice president at the membership meeting scheduled for said purposes. Section 2. Other Committees and Task Forces. Other committees and task forces may be appointed by the president from time to time as needed, consistent with and supportive of the mission of the Association. As amended by the ACWA Members on May 7,2014 Page 112 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES ARTICLE 9—MEETINGS OF MEMBERS Section 1. Meetings. Meetings of the members of the Association shall be held at the Association's conferences at such times as may be determined by the Board of Directors to conduct necessary business and to elect the president and vice president, which occurs at the fall conference in each odd- numbered year. Section 2. Special Meetings. Special meetings of the members of the Association may be called by the Board of Directors, the president of the Board of Directors, or by 5 percent or more of the members of the Association. Except when called by the Board, a request for a special meeting must be in writing and must be delivered in person or mailed by first-class mail addressed to the president of the Board at the principal office of the Association, with a copy to the executive director/secretary. The request must state the general nature of the business proposed to be transacted at the meeting. A special meeting that has been called by written request of 5 percent of the member agencies of the Association to the Board of Directors shall be set by the Board of Directors on a date that is not less than 35 or more than 90 days after receipt of the request. Section 3. Notice Requirements for Membership Meetings.Written notice of any membership meeting shall be given to each voting member of the Association.The notice shall state the date,time, and place of the meeting;the means by which members may participate; and the general nature of the business to be transacted. The notice of any meeting at which Board officers are to be formally nominated and elected shall include the names of the recommended slate of candidates for the offices of president and vice president in addition to the election procedures.The member notification information shall also be posted on the Association's website. Except as otherwise provided in these bylaws or California law, a written notice of regular membership meetings shall be given not less than 10 or more than 90 days before the date of the meeting to each member who, on the record date for notice of the meeting, is entitled to vote; provided, however,that if notice is given by mail, and the notice is not mailed by first-class, registered, or certified mail, that notice shall be given not less than 20 days before the meeting. Section 4. Notice Requirements for Special Meetings. The executive director/secretary shall cause notice to be given to all members of the Association of the date,time,and place of the meeting and the general nature of the business to be transacted at the meeting. No business except that specified in the request and notice may be transacted at said special meeting. If notice of the requested special meeting is not given within 20 days after receipt of the request, the person or persons requesting the meeting may give the notice. Section S. Voting. Each member of the Association shall be entitled to one vote that shall be cast by its authorized representative. All questions, except amendments or revisions of these bylaws, shall be determined by a majority of the members present and voting. A roll call may be requested by any representative. As amended by the ACWA Members on May 7,2014 Page 113 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES Section 6. Amendment of Bylaws, These bylaws may be amended or revised by two-thirds of the member agencies of the Association present and voting at any meeting. Section 7. Quorums.The presence of the authorized representative of 50 members of the Association at any meeting of the members shall constitute a quorum for transacting business. Section 8. Amendments, Revisions, and Resolutions. Before any amendments or revisions to the bylaws, or resolutions, may be considered at any meeting of the Association, any such amendment, revision,or resolution shall be submitted to the executive director/secretary at least 30 days prior to the first day of such meeting. The executive director/secretary shall promptly distribute any proposed amendments or revisions to the Legal Affairs Committee for the Legal Affairs Committee to develop an unbiased analysis of the amendments or revisions. Following development of an analysis for the proposed amendments or revisions, the executive director/secretary shall distribute copies of any resolutions, amendments or revisions, including any applicable analyses, to all members of the Association at least five days prior to presentation at such meeting. The 30-day rule may be suspended at any meeting of the Association by consent of three-fourths of the members present. Voting on resolutions,amendments,or revisions shall proceed as provided by Sections 3 and 4 of this Article. Section 9.Nomination of President and Vice President. A. Qualification. At the time of their election, the president and vice president of the Association shall each be an elected or appointed member of the governing body or commission (as appropriate)of a member agency of the Association. B. Nominating Committee Process. All nominations for the positions of president and vice president shall be accompanied by an official resolution from the Association member agency on whose board the nominee serves. Said resolution shall be signed by an authorized signatory of the member agency's Board of Directors. C. Nominations from the Floor. Additional nominations may be made by any member of the Association for the office of president and vice president. Said nominations and seconds shall be made from the floor during the election of the offices of president and vice president at the membership meeting scheduled for said purposes (as provided for in the penultimate sentence of Article 8, Section 2). Such nominations and seconds shall be made by a member of the Association and must be supported by a resolution of the governing body of the member making and seconding such nomination. The member agency on whose board the nominee serves shall submit a resolution of support if they are not the agency making the floor nomination or second. Section 10. Additional Procedures for Election of Officers. The Board shall have the authority to develop additional procedures for elections of president and vice president when not otherwise covered by these bylaws. As amended by the ACWA Members on May 7,2014 Page 114 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES ARTICLE 10—INDEMNIFICATION OF DIRECTORS, nEFICEI:S,AND OTHER AGENTS Section 1. Right of Indemnity.To the fullest extent permitted by law,this Corporation shall indemnify its Directors, Officers, employees, and other persons described in Section 7237(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any "proceeding," as that term is used in that Section, and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that section. "Expenses," as used in this bylaw, shall have the same meaning as in Section 7237(a) of the California Corporations Code. Section 2. Approval of Indemnity. On written request to the Board by any person seeking indemnification under Section 7237(b) or Section 7237(c)of the California Corporations Code, the Board shall promptly determine under Section 7237(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met and, if so, the Board shall authorize indemnification. Section 3. Advancement of Expenses. To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under these bylaws in defending any proceeding covered by those Sections shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Corporation for those expenses. Section 4. Insurance.The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its Officers, Directors, employees, and other agents, against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer's,director's,employee's or agent's status as such. ARTICLE 11—MISCELLANEOUS Section 1. Conduct of Meetings. All meetings of the Association shall be conducted in accord with the code of conduct and in substantial accordance with the latest edition of Robert's Rules of Order Newly Revised unless the Board adopts alternate rules of conduct for itself and/or its committees, region boards, and region workgroups. Section 2. Funds. The funds of the Association shall be used to further the aims and purposes of this Association. They shall be kept by the controller/treasurer and paid out by checks or other electronic means, which shall only be valid with two authorized signatures. The Board of Directors shall designate by resolution which persons, other than the controller/treasurer, may sign for expenditures.The Finance Committee shall implement procedures to ensure necessary internal controls over the receipt and As amended by the ACWA Members on May 7,2014 Page 1 15 BYLAWS OF THE ASSOCIATION OF CALIFORNIA WATER AGENCIES expenditures of Association funds and arrange for an external audit. Audit reports 5liali be presented to the Board of Directors. Section 3. Disposition of Assets upon Dissolution. The Association's properties and assets are irrevocably dedicated to the fulfillment of the Association's purposes as described in Article 2 of the Articles of Incorporation. No part of the Association's net earnings, properties and assets, on dissolution or otherwise, may inure to the benefit of any private person. Upon the dissolution of the Association, all debts thereof shall be paid and its affairs settled, and all remaining assets shall be distributed to the Association's member political subdivisions for a public purpose, consistent with the provisions of the California Nonprofit Corporation Law relating to public benefit corporations then in effect and with the Articles of incorporation. Section 3. Definitions. As used in these bylaws, the term "notice provided by electronic means" shall refer to notice given by fax or e-mail. Amended comprehensively December 1,2010 Amended May 9,2012 Amended May 7, 2014 acwa bylaws_amendments-clean_v7_2015-09-25.docx As amended by the ACWA Members on May 7,2014 Page 116' Association of California Water Agencies PROXY DESIGNATION FORM ASSOCIATION OF CALIFORNIA WATER AGENCIES GENERAL SESSION MEMBERSHIP MEETING(S) WEDNESDAY, DECEMBER 2, 2015 AT 1:05 THURSDAY, DECEMBER 3, 2015 AT 1:20 (IF NEEDED) TO: Donna Pangborn, Executive Assistant/Clerk of the Board EMAIL: donnap @acwa.com FAX: 916-325-4857 The person designated below will be attending the ACWA General Session Membership Meeting(s)on Wednesday, December 2,2015, (and December 3 if necessary)as our voting delegate. MEMBER AGENCY'S NAME AGENCY'S TELEPHONE No. MEMBER AGENCY'S AUTHORIZING REPRESENTATIVE SIGNATURE DELEGATE'S NAME SIGNATURE DELEGATE'S EMAIL DELEGATE'S TELEPHONE No. DELEGATE'S AFFILIATON(if different from assigning agency) DATE 1 If your agency designates a delegate from another entity to serve as its authorized voting representative, please indicate the delegate's entity in the appropriate space above. Note: Delegates need to sign the proxy form indicating they have accepted the responsibility of carrying the.proxy. REMINDER: Proxy cards will be available for pick up on Wednesday,December 2,2015, between 9:00 a.m. and 12:30 p.m.at the ACWA General Session Desk in the alcove area outside of the Crystal Ballroom, Renaissance Indian Wells,where the luncheon and General Session Membership Meeting will be held. Proxy Form_General Session Fall 2015.Docx Cuc amon ga Valley Water District 10440 Ashford Street•Rancho Cucamonga,CA 91730-2799 P.O.BOX 638•Rancho Cucamonga,CA 91729-0638 (909)987-2591 •Fax(909)476-8032 Martin E.Urbulis Secretary/General Manager/CEO ECENI VJF IL�.-� October 19, 2015 OCT 2 6 2015 19 Board of Directors BY; Yorba Linda Water Distirct PO Box 309 Yorba Linda, CA 92885 Dear President and Members of the Board: I am honored to share with you that I have officially received the 2016-2017 nomination for President of the Association of California Agencies (ACWA). I am poised and ready to provide strong leadership and guidance to our over 430 member agencies that represent ACWA. Over the summer many of our members confirmed their support of my nomination through resolutions, phone calls and one-to-one meetings with me. I thank you for your support and will do everything in my power to represent you and your agency's unique perspective to ensure sensible water policy is being proposed at both the state and federal level. There are many wonderful characteristics about ACWA, but the attributes that I cherish the most are the diverse perspectives of our members. We have built a collaborative and supportive community that works together to solve issues that have lasting benefits to the regions that we serve. There are many more challenges before us that will require a style of leadership that seeks to find solutions that benefit our industry and our ratepayers. I am completely committed, willing and able to continue a legacy of leadership that helps resolve issues and provides a better water supply outlook for future generations. I respectfully request your support to represent you and your organization and the millions of people that rely on our foresight and leadership to provide a high quality and reliable water supply to our customers. I look forward to seeing you at our Fall Conference in Indian Wells. Thank you for your continued support and please contact me should you have any questions about my candidacy at 909.635.4177. Respectfully, Kathleen J. Tiegs Director James V.Curatalo,Jr. Luis Cetina Oscar Gonzalez Randall James Reed Kathleen J.Tiegs President Vice President Director Director Director Kathleen Tiegs For 2016-2017 Association of California Water Agencies President October 19, 2015 4 My Fellow ACWA Member . ' � o Over the past two years I have had the pleasure to serve in the capacity as ACWA Vice-President working closely with President John Coleman, Past President Randy Record and my other colleagues on the ACWA board of directors. As a team, we work collaboratively engaging in issues that are critical to the water community as well as to the ratepayers that we represent at each of our agencies. My experience with ACWA began on a regional basis having served on the ACWA Region 9 Board of Directors beginning in 2008. I also had the opportunity to serve as the Vice-Chair of the Federal Affairs Committee, and served on the Local Government and the Groundwater Committees. My active participation in the committees and the Region 9 board provided a strong foundation as I began to pursue other avenues to expand my understanding and knowledge of the ACWA organization. The experience I have gained over the past two years has well-equipped me to effectively dialogue with the Administration, regulatory agencies, and other special interest groups that impact our industry. More importantly it has given me the experience to lead our organization, and build upon the accomplishments of those that came before me. Currently, I serve as the Chair of the Sustainable Groundwater Management Act Implementation Policy Group. The Group has provided a critical role working closely with the Administration and the Department of Water Resources to ensure members concerns are clearly voiced as the law is implemented. In order to be an effective leader I believe it is important to engage with members throughout the state so I can better understand the issues in all of the regions. I regularly attend ACWA committee meetings, as well as regional events so I can have a two-way conversation with members and hear what is important to them and their regions. Currently, I serve on the Cucamonga Valley Water District (CVWD) Board of Directors. I was elected to CVWD in November 2005 and have served as both President and Vice-President of the Board of Directors. Prior to my serving on the CVWD Board, I enjoyed a career in water resources management for a local wholesale water agency for over 30 years. In April 2011, I was honored by State Assembly Member Mike Morrell as the 63'a Assembly District Woman of the Year Thank you for allowing me to share my experience, leadership and knowledge with you. I look forward to the opportunity to represent you and the water industry of California. Please feel contact me directly should you have questions about my candidacy(909) 635-4177. Thank you in advance for your consideration. Kathleen J. Tiegs ITEM NO. 9.4 AGENDA REPORT Meeting Date: November 25, 2015 Subject:Citizens Advisory Committee (Collett) · Minutes of the meeting held October 26, 2015 at 8:30 a.m. · Next meeting is scheduled to be held December 7, 2015 at 8:30 a.m. ATTACHMENTS: Name:Description:Type: 102615_-_CAC_Minutes.docx Minutes Minutes 1 MINUTES OF THE YORBA LINDA WATER DISTRICT CITIZENS ADVISORY COMMITTEE MEETING Monday, October 26, 2015, 8:30 a.m. 1717 E Miraloma Ave, Placentia CA 92870 1. CALL TO ORDER The October 26, 2015 meeting of the Yorba Linda Water District’s Citizens Advisory Committee was called to order at 8:30 a.m. The meeting was held in the Training Room at the District’s Administration Building located at 1717 East Miraloma Avenue, Placentia, California 92870. 2. ROLL CALL COMMITTEE MEMBERS PRESENT Daniel Mole, Chair Bill Guse Rick Buck, Vice Chair Fred Hebein Lindon Baker Carl Boznanski Modesto Llanos Cheryl Spencer-Borden YLWD DIRECTORS PRESENT YLWD STAFF PRESENT Ric Collett, President Damon Micalizzi, Public Information Manager Malissa Tem, Public Affairs Representative OTHER ATTENDEES Brett Barbre, Director, MWDSC and MWDOC John Koeller 3. PUBLIC COMMENTS None. 4. DISCUSSION ITEMS 4.1. Drought Response, Water Conservation and Community Outreach Efforts The Committee discussed the new rates that first began to appear on District billings on October 5th. Staff explained that the Basic Service Charge was pro-rated to reflect the adoption of the new rates on September 17th. There was some discussion that bills are not much different due to conservation efforts, though the State mandated penalties still present some confusion to people and dilute the fact that the rate changes are offset greatly by conservation. 4.2. Monthly Water Supply Report Director Barbre reported that the Colorado River is resurgent after rains this past year and that Metropolitan presently has more than three years of water in storage before reaching emergency levels. 2 4.3. President's Report During the discussion about the forecasted El Nino, President Collett discussed that it appears that no matter what rainfall comes this winter, unless a significant amount of snowpack is stored in the Sierras, continued emergency regulations are likely to remain in place after the sunset period of the Governor’s Executive Order. 4.4. Future Agenda Items None. 5. ADJOURNMENT 5.1. The meeting was adjourned at 9:45 a.m. The next Citizens Advisory Committee meeting is scheduled to be held Monday, December 7, 2015 at 8:30 a.m. DM ITEM NO. 11.1 AGENDA REPORT Meeting Date: November 25, 2015 Subject:Meetings from November 26, 2015 - December 31, 2015 ATTACHMENTS: Name:Description:Type: BOD_-_Activities_Calendar.pdf Backup Material Backup Material Event Date Attendance by: November 2015 District Offices ClosedThu, Nov 26 ACWA/JPIA Fall ConferenceMon, Nov 30 December 2015 ACWA Fall ConferenceTue, Dec 1Kiley Yorba Linda City CouncilTue, Dec 1Beverage ACWA Fall ConferenceWed, Dec 2Kiley MWDOCWed, Dec 2Melton OCSD Operations CommitteeWed, Dec 2Kiley/Beverage OCWDWed, Dec 2Collett ACWA Fall ConferenceThu, Dec 3Kiley Community Leaders LuncheonThu, Dec 3Hawkins ACWA Fall ConferenceFri, Dec 4Kiley Citizens Advisory Committee MeetingMon, Dec 7 Interagency Meeting with City of Placentia and GSWTue, Dec 8Melton/Kiley LAFCOWed, Dec 9Beverage (As Needed) Yorba Linda Planning CommissionWed, Dec 9Melton Public Financing Corporation Regular MeetingThu, Dec 10 Board of Directors Regular MeetingThu, Dec 10 WACOFri, Dec 11Hawkins/Kiley Joint Committee Meeting with City of Yorba LindaTue, Dec 15Collett/Beverage Yorba Linda City CouncilTue, Dec 15Collett CRWUA Annual ConferenceWed, Dec 16Beverage/Melton MWDOCWed, Dec 16Melton OCWDWed, Dec 16Kiley CRWUA Annual ConferenceThu, Dec 17Beverage/Melton CRWUA Annual ConferenceFri, Dec 18Beverage/Melton Board of Directors Regular MeetingWed, Dec 23 OCSDWed, Dec 23Kiley/Beverage District Offices ClosedThu, Dec 24 8:00AM 8:00AM 8:30AM 6:30PM 7:00AM 7:30AM 9:00AM 6:30PM 8:00AM 8:30AM 5:30PM 8:30AM 2:00PM 8:00AM 6:30PM 8:30AM 8:30AM 8:30AM 5:00PM 5:30PM 8:00AM 11:30AM 8:00AM 8:00AM 8:00AM 6:30PM 8:00AM Board of Directors Activity Calendar Time 7:00AM 11/23/2015 7:07:45 AM ITEM NO. 12.1 AGENDA REPORT Meeting Date: November 25, 2015 Subject:Community Leaders Luncheon - December 3, 2015 Legislative Open House - December 7, 2015 MWDOC Water Policy Forum - January 22, 2016 UWI Spring Conference - February 10-12, 2016 STAFF RECOMMENDATION: That the Board of Directors authorize Director attendance at these events if desired. ATTACHMENTS: Name:Description:Type: Community_Leaders_Luncheon.pdf Backup Material Backup Material Open_House.pdf Backup Material Backup Material MWDOC_Forum.pdf Backup Material Backup Material UWI_Conf.pdf Backup Material Backup Material Approved by the Board of Directors of the Yorba Linda Water District 11/25/2015 GM/PH 5-0 From:Campbell, Tara To:Board of Directors Subject:Community Leaders Luncheon Date:Monday, November 16, 2015 3:14:39 PM Assemblywoman Chang is pleased to invite the local elected officials, city managers and Chamber leaders to an important luncheon at the Brea Civic Center on Thursday, December 3, 2015. Assemblywoman Chang will be offering an update on this past year's legislation and her work in our state's Capitol on your behalf. She also looks forward to hearing your specific ideas and input on legislation, state policy and issues affecting our community. RSVP to tara.campbell@asm.ca.gov by November 30th to participate in this update. Thank you and we appreciate all you do for our community. Hope to see you on December 3rd! Best, Tara Campbell | Field Representative Assemblywoman Ling Ling Chang | 55th District 714-326-8628 Cell 714-529-5502 District Office 714-529-5548 Fax Senator Bob Huff Assemblywoman Ling Ling Chang cordially invite you and your family to attend a Holiday Open House Monday, December 7, 2015 ◆ 4 – 6 pm 1800 East Lambert Road, #150 ◆ Brea Please join me, Assemblywoman Chang and our staff for an evening of musical entertainment and refreshments as we provide a legislative update and discuss goals for the new year. Parking is located behind the building. note: Please do not park in the garage, as spaces are reserved for building tenants. There is no cost to attend this event. For more information or to rsvp, contact leia.hernandez@sen.ca.gov or call 714.671.9474. printing and/or redistribution of this flyer, other than by email, is prohibited Featuring Keynote Speaker FELICIA MARCUS CHAIR STATE WATER RESOURCES CONTROL BOARD The Municipal Water District of Orange County (MWDOC) would like to invite you to join us for a Water Policy Forum & Dinner, Friday, January 22, 2016, where we are pleased to welcome back keynote speaker Felicia Marcus, Chair of the State Water Resources Control Board (SWRCB). Ms. Marcus was the keynote speaker at our July Water Policy Dinner, which drew in over 300 attendees, the largest audience in this event's history. On April 1, Governor Brown issued an Executive Order mandating a 25 percent water use reduction. In May, the SWRCB adopted an emergency FRIDAY January 22 5:30 PM - 8:00 PM ~ Register today! ~ regulation requiring a 25 percent reduction in overall potable urban water use statewide. This regulation spurred water suppliers to make significant investments in their education and outreach programs, and these efforts paid off. Even with almost no precipitation and record-breaking high temperatures throughout most of the state this summer, Californian's continued to conserve water. Now, with emergency drought regulations expiring in February 2016, the SWRCB is evaluating the next set of regulations. As we move into the winter months, with long-term forecasts predicting a strong, potentially wet El Niño, and outdoor water needs down to a minimum, water suppliers will be tasked with the difficult challenge of continuing to motivate customers to cut back. This is your opportunity to discuss the process with, and ask questions of, Chair Marcus related to the new, upcoming regulations. Due to comments received from our previous post-event survey, the presentation time will be shortened to allow more time for Q & A. Registration is now available for $80 per person.* This includes the pre-dinner reception (cash bar), three-course dinner (choice of entrée), and self- parking. Online registration is available through the link at the top of this email. Sincerely, Larry D. Dick Board President Municipal Water District of Orange County (714) 963-3058 THE WESTIN SOUTH COAST PLAZA HOTEL GRAND BALLROOM 686 Anton Blvd. Costa Mesa, CA 92626 RESERVED TABLES AVAILABLE Please Contact: Bryce Roberto (714) 593-5017 broberto@mwdoc.com Reserved tables (with company logo) are available for 8 guests ($640) or 10 guests ($800). Stay Connected www.MWDOC.com Municipal Water District of Orange County | http://www.mwdoc.com 18700 Ward Street, Fountain Valley, CA 92708 *Please note that the registration fee will increase to $90 per person after January 15, 2016. Cancellations made after this date (and event no-shows) will be fully charged. URBAN WATER INSTITUTE’S Spring Water Conference Waste Not, Want Not Mining Water In The West February 10-12, 2016 Hilton Palm Springs Hotel 400 East Tahquitz Canyon Way ● Palm Springs, CA 92262 (760) 320-6868 To register please visit our website www.urbanwater.com Come Hear From A Diverse Group of Water Experts On These Pressing Topics: xApplying The Lessons Of History To California’s Water Future. xThe United States’ Largest Desal Plant Is Running In Carlsbad. How Did It Happen? xTwo Water Giants Are Collaborating On A Supersized Recycling Plant. How Will It Work? xColorado River In The 21st Century. How Reliable Will It Be? xHow Has The Business Sector Been Coping With The Drought? xSalton Sea: Have We Turned The Corner? Conϐirmed Speakers Ron Gastelum Principal Water Conservation Partners Grace Hyde General Manager & Chief Engineer LA County Sanitation Districts Carly Jerla Colorado River Basin Study Manager U.S. Bureau of Reclamation Debra Man Assistant General Manager Metropolitan Water District of Southern California Woody Wodraska President Wodraska Partners, Inc. Invited Speakers Honorable John Laird California Secretary for Natural Resources Don Ostler Executive Director Upper Colorado River Commission Assembly Member Anthony Rendon California State Assembly 63rd District Mayor Steve Pougnet City of Palm Springs For more information please contact Julie Ackman at (949) 679-9676 or julie@urbanwater.com NAME: ________________________________________________TITLE: ___________________________________________ ORGANIZATION:_______________________________________________________________________________________ ADDRESS:_________________________________________CITY/STATE/ZIP:_____________________________________ TEL:____________________FAX:____________________E-MAIL:_________________________________________________ Registration fees include handouts, breakfasts, luncheon, breaks and receptions. Note: Self parking for hotel guests is complimentary ____$375 Urban Water Member Registration Fee for Conference February 10-12, 2016 (Must be a member of the Urban Water Institute with 2016 dues paid in full) _____$475 Non-Member Registration Fee for Conference February 10-12, 2016 _____$100 Spouse Registration - Includes breakfasts, luncheon, breaks and receptions. Spouse Name For Nametag: The Spring Water Conference will be conducted in Palm Springs at The Hilton Palm Springs Hotel located at: 400 East Tahquitz Canyon Way, Palm Springs, CA 92262 Please contact the hotel directly to reserve your room, we have a special conference rate of $148 per night plus tax. To make your room reservations, call the Hilton Palm Springs Hotel directly at (760) 320-6868 and reference Urban Water Institute. Please note the cut-off date for the group rate is January 26, 2016. Reservations can also be made online at www.hilton.com. (All Registrations Should Be Made In Advance) To pay by credit card visit our website www.urbanwater.com. You can register online and pay with a Visa, MasterCard or American Express. To pay by check, please complete the Registration Form and send it along with a check made payable to: Urban Water Institute: 24651 Evereve Circle, Suite 1, Lake Forest, CA 92630. After January 27, 2016 registrations will be accepted at the door on a space available basis, with an additional $25 administrative charge. Cancellations must be received in writing by January 27, 2016. Faxes are accepted at (949) 305-9919. Registration fee will be refunded, less a $50 administrative charge if received by January 27, 2016. Substitutes are accepted. No refunds after January 27, 2016. The Institute reserves the right to substitute announced speakers and assumes no responsibility for personal expenses. Information on exhibiting and sponsoring may be obtained by calling (949) 679-9676 or can be found on the Urban Water Institute Website www.urbanwater.com. MAIL CONFERENCE REGISTRATION CHECKS PAYABLE TO: Urban Water Institute: 24651 Evereve Circle, Suite 1 x Lake Forest, CA 92630 Tax ID # 33-0578523 For More Information Contact Julie Ackman at (949) 679-9676 or julie@urbanwater.com