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HomeMy WebLinkAboutDIV I) CH 2 Administration of District: Section 01 - Board of Directors and Officers1-1 CHAPTER 2 ADMINISTRATION OF DISTRICT SECTION 1 BOARD OF DIRECTORS AND OFFICERS 1.01 GOVERNING BODY A.Authority of Board. The Board of Directors, act- ing as a Board, is the governing body of the District. The Board shall act only at its regular, regularly adjourned or special meetings. B.Authority of Individual Board Members. All pow- ers of the District shall be exercised and performed by the Board as a body. Individual Board members, except as pro- vided in this Code or otherwise authorized by the Board, shall have no power to act for the District, or the Board, or to direct the Staff of the District. C.Compensation for District Directors. Each member of the District Board of Directors shall be compensated as per Board of Directors Policy 8, Directors Compensation, Reimbursement of Expenses and Group Insurance Benefits, under Item A, Directors Per Diem, for each day's attendance at meetings of the Board, or for each day's service rendered as a member of the Board at meetings or functions approved by the Board. A request for service made by the General Manager of the District or made or approved by the President of the Board shall be deemed approved by the Board. The number of days of authorized compensation for any calendar month shall be limited to ten, regardless of the number of meetings attended or days of service rendered. D.Staff Direction. The Board shall work through the General Manager to obtain such information as may be necessary and appropriate to assist the Board in its deliberations, and may direct Staff to implement the policies and decisions of the Board. Individual Board members shall not act independently to direct Staff in the performance of their duties, or to provide or compile data, information or reports. 1.02 OFFICERS A.Board Officers. The Board shall elect one of its members as President, and one of its members as Vice Presi- dent. B.District Officers. The Board shall appoint offi- cers of the District as required by law, including a Secretary, Deputy or Assistant Secretary, Deputy or 1-2 Assistant Treasurer, and such other assistants and employees as it may deem necessary to operate the District. The Secretary and Treasurer of the District may, but need not be, members of the Board. 1.03 ELECTION OF BOARD OFFICERS A.Date of Election. In the month of December of each year, or at such time the Board deems necessary, the Board shall elect a President and Vice President. Their terms shall be for one year, or until their successors are elected. The Board may, however, at its sole discretion and without cause reorganize and select new officers at anytime prior to the expiration of the one-year term. B.Procedure for Election. The procedure in this paragraph B shall govern the election of Board President and Vice President, unless changed by action of the Board by motion at the time of the election. The General Manager shall chair the proceedings for election of the President, which shall be the first order of business after any newly elected directors have been seated or at anytime as the Board deems necessary. The newly-elected President shall assume office immediately, and shall chair the proceedings for the election of the Vice President. The Chair shall call for nominations from members of the Board. No second shall be required for nominations, although one or more members may second a nomination to indicate endorsement. No member may nominate more than one person for the position. Once all nominations have been made, the Chair shall call for a roll call vote. Each Board member shall state the name of the candidate for whom he/she casts his/her vote. Three votes shall be required for election. If only one person should be nominated for an office, the Board may act by motion to elect such nominee. 1.04 BOARD VACANCIES Procedure for Appointment. Vacancies in the office of Director shall be filled in accordance with the provisions of Section 1780 of the California Government Code. Such procedure permits the remaining members of the Board to fill the vacancy by appointment, provided the appointment is made within 60 days after the effective date of the va- cancy, and provided further that notice of the vacancy is given as provided by law. In making such appointment, the Board shall follow the same procedure as provided for the election of its officers. In lieu of making an appointment, the remaining members of the Board may request an election to fill the vacancy. 1-3 1.05 DUTIES OF PRESIDENT A.Meetings. The President shall preside over and conduct all meetings of the Board and hearings before the Board. In so doing, the President shall have the following powers and responsibilities: 1.To follow the prepared agenda unless the Board concurs in any change. 2.To determine all questions of order and parlia- mentary procedure, unless he/she chooses to submit any such question to the Board for decision. 3.To maintain order and to enforce reasonable rules of decorum. 4.To determine at meetings of the Board, other than public hearings, whether or not members of the public should be heard on particular issues or otherwise be permitted to address the Board. 5.To set reasonable limits upon the length of time and the number of occasions on which a person may speak at public hearings as well as other meet- ings of the Board. 6.To recognize Board members who may wish to be heard. 7.To restate, where necessary, and to put to a vote all questions properly before the Board, and to announce the result of each vote. 8.To terminate debate after there has been reason- able opportunity for full discussion of any issue and further debate would be needlessly repetitive or otherwise not useful, and where proper, to put the matter to a vote. 9.To rule out of order any comment by Board mem- bers, Staff or members of the public not germane to the issue then before the Board. 10.To respond to inquiries by Board members relating to procedures, or to factual information bearing upon the business before the Board. 11.To establish standing or ad hoc committees of the Board, and to appoint the members thereof, when requested by the General Manager. 1-4 12.To declare the meeting adjourned upon such vote by the Board, or when in his/her judgment any emergency or other cause requires adjournment. 13.To authenticate by his/her signature all acts, orders, and other proceedings of the Board. Notwithstanding the delegation of such powers to the Presi- dent, any action taken by a majority of the Board on any of the foregoing matters shall be determinative thereof. B.Board Spokes Person. The President shall act as spokes person for the Board with respect to its actions and policies, and those of the District. This provision, how- ever, shall not preclude any other officer or employee of the District from making appropriate comments within the scope of his/her position. C. Public Appearances. The President, or any Board member or Staff person he/she designates, shall represent the Board, where it is appropriate or desirable for the District to appear, at meetings of other public agencies, before public groups, or on other public occasions. However, this provision shall not limit the attendance of any Director or authorized officer or employee of the District. 1.06 DUTIES OF VICE-PRESIDENT A.Powers of Vice-President. The Vice-President shall act if the President is absent or unable to act, and shall exercise all of the powers of the President on such occasion. 1.07 DUTIES OF SECRETARY A.Board Matters. With respect to the affairs of the Board of Directors, the Secretary shall have the following duties: 1.To take and prepare minutes of all Board meetings. 2.To keep in appropriate books the original copies of all final minutes, ordinances and resolutions of the Board. 3.To keep on file all Board committee reports. 1-5 4.To attest to the minutes, ordinances, resolutions and other documents of the Board. 5.To provide notice as required by law of any spe- cial meeting or regularly adjourned meeting. 6.To provide notice as required by law of any hear- ing before the Board. 7.In the absence of the President and Vice- President to call any meeting to order, and to preside until the election of a chair person pro tem, who shall then exercise the powers of the President at such meeting. B.Other Duties. The responsibilities enumerated in Section 7A are not intended to limit any other duties of the Secretary imposed by law, or assigned from time to time by the Board, or by the General Manager if the Secretary is an employee of the District. C.Assistant Secretary. The Assistant Secretary shall act if the Secretary is absent or unable to act, and shall exercise all the powers of the Secretary on such occasion. 1.08 MEETINGS OF THE BOARD A.Time and Place of Meetings. Regular meetings of the Board shall be held at the office of the District at 2554 Sweetwater Springs Boulevard, Spring Valley, California, at such day and hour as may be specified from time to time by resolution of the Board. B.Public Nature of Meetings. All meetings of the Board shall be open to the public, except when the Board is convened in Closed Session as authorized under provisions of law. Meetings of Board committees composed of not more than two members of the Board shall not be public meetings, unless the committee determines otherwise. C.Quorum and Voting Requirements. A majority of the Board of Directors shall constitute a quorum for the transaction of business. However, no ordinance, resolution or motion shall be passed without three affirmative votes. D.Agendas for Board Meetings 1.The General Manager shall prepare the agendas for meetings. Agendas shall be based upon items re- quested by any Board member or by others in the 1-6 normal course of the District business, or as de- termined by the General Manager. 2.Each agenda for a regular meeting shall provide an opportunity for members of the public to address the Board of Directors on items of interest to the public that are within the subject matter of the Board of Directors. Action by the Board of Directors on any such matter shall be taken in accordance with Section 1.08E of this Code. 3.The agenda for a regular or adjourned regular meeting may provide for a Consent Calendar for items which the General Manager deems to be of a routine nature. Action by the Board of Directors on the Consent Calendar shall be taken in accor- dance with Section 1.08E of this Code. 4.At least 72 hours before a regular meeting of the Board an agenda containing a brief general de- scription of each item of business to be trans- acted or discussed at the meeting shall be posted at the entrance to the District business office in a location accessible to members of the public. E.Board Action 1.The Board shall act only by ordinance, reso- lution or motion. The vote on ordinances shall be recorded in the minutes. An ordi- nance does not require two readings at sepa- rate meetings, and unless otherwise provided by its own terms, shall become effective upon adoption. Ordinances, resolutions and other motions may be adopted by a voice vote, but on demand of any member of the Board, the roll shall be called and the vote recorded. All motions, including a motion to adopt an ordinance or to approve a resolution, shall require a second. If a second is not received, the motion shall fail without the requirement of a vote. Any member of the Board, including the Chair, can make and second a motion, and the Chair shall vote on all motions unless disqualified or abstaining. If a motion is not in writing, and if it is necessary for full understanding of the matter before the Board, the Chair shall restate the question prior to the vote. Common motions may be stated in abbreviated form, and will be put 1-7 into complete form in the minutes. Until the Chair states the question, the maker with the approval of the second may modify his/her motion or withdraw it completely. However, after the question has been stated by the Chair, the motion may be changed only by motion to amend, which is seconded and carried. 2.All items on the Consent Calendar on a Board Meeting Agenda may be approved without dis- cussion upon motion duly made, seconded and approved by at least three Directors. At the request of a Director or a member of the public, an item on the Consent Calendar shall be removed from the Consent Calendar and placed on the Agenda with other items for discussion and consideration by the Board of Directors. 3.The Board shall not take action on any item not appearing on the agenda previously posted for the meeting pursuant to Section 1.08D of this Code; excepting, however, the Board may consider items not appearing on the posted agenda if: (a)a majority of the Board determines that an emergency situation) as defined in Government Code Section 54956.5) exists; (b)two-thirds of the Board finds that the need to take action arose after the agenda was posted; or (c)the item was posted for a prior meeting occurring not more than five days prior to the current meeting and was continued to the current meeting. F.Parliamentary Procedures Affecting Motions. After a motion has been made and seconded, any member of the Board may make any of the following motions: 1.To continue the motion to a specific time. 2.To table the motion, the effect of which de- fers further discussion and a vote until the majority of the Board again wishes to resume consideration of the motion. 1-8 3.To commit or refer the motion to a committee, the effect of which is to defer further consideration until the committee has reported its findings to the Board. 4.To amend the motion to modify its wording before adoption, provided the suggested amendment is germane to the original motion. 5.To propose a substitute motion, which has the effect of disposing of the motion before the Board and eliminating the necessity of a vote on the original motion. 6.To call for the question, which in fact is a motion to terminate further debate, and re- quires a second and an affirmative vote of the Board. G.Routine Business. Matters of routine business such as approval of the minutes, and approval of minor mat- ters, may be expedited by assuming unanimous consent of the members of the Board, and having the Chair state that without objection the matter will stand approved. If any member should object to such unanimous consent, the Chair shall then call for a vote. H.Orderly Discussion. In order to promote orderly discussion of the issues before the Board, each member shall be recognized by the Chair before speaking. Each member shall have a right to speak subject to Section 1.05A, subnumber 8 and 9 of this Code. Each member of the Board may seek information or comment by the Staff on any question. I.Rules of Procedure for Board Meetings. The fol- lowing shall apply to persons desiring to address the Board of Directors: 1.Anyone who desires to speak to the Board of Directors on a specific subject at a particular meeting should contact the District Secretary and give their name and address, request that the subject be placed on the Agenda for that meeting and give the reason for such request. 2.Anyone in attendance at a Board meeting, who desires to speak to an item on the Agenda that is being considered, may request to be heard by stepping to the podium and stating his or her name and address for the record. 1-9 3.Anyone in attendance at a Board meeting who desires to speak on a subject that is not on the Agenda for that meeting may request to do so by stepping to the podium and stating his or her name, address and the subject they wish to discuss. The Board shall determine in accordance with Section 1.08E3 of this Code whether the subject will be taken as an "off-docket" item and discussed at that meeting or placed on the Agenda for the next Board meeting. 4.No one in the audience shall be permitted to pose questions or carry on any discussion on any matter being considered by the board un- less they first step to the podium and give their name and address as required above. Anyone failing to comply may be deemed "out of order" by the Chair and statements or comments made by such person shall not be considered by the Board of Directors. J. Closed Sessions. Except as required by law, all proceedings in Closed Sessions shall remain confidential. 1.09 PUBLIC HEARINGS A.Order of Procedure. Public hearings shall be called to order by the Chair at or as soon as practical after the time for which the hearing has been noticed. The Chair shall interrupt at a reasonable point any business before the Board in order to proceed with such noticed pub- lic hearing. The procedure for public hearings shall generally be as follows: 1.The Secretary shall report upon the notice of the hearing which has been given. 2.The Secretary shall indicate or summarize all protests or correspondence which has been received on the issue to be heard. 3.The Staff shall present such information, exhibits and recommendations as may be appropriate. 4.The Chair shall call upon such members of the public as may wish to be heard. 1-10 5.Board members and Staff shall attempt to answer such questions from members of the public as may be germane to the issues of the hearing. 6.Board members and Staff, after recognition by the Chair, may ask questions of members of the public who speak. 7.Board members shall refrain from discussing the issues among themselves, or expressing their per- sonal views, until all of the testimony has been heard and the hearing has been closed. 8.If the nature of the hearing appears to warrant sworn testimony, the Chair may require that all persons giving testimony do so under oath. The oath may be administered by the Chair, a Board member, or by the Secretary. 9.Any member of the public may, at his/her own expense, transcribe the proceedings of the hearing. 1.10 ROBERT'S RULES OF ORDER A.Applicability. While many of the principles of Robert's Rules of Order have come to be generally accepted as the proper, fair and efficient way of conducting a meet- ing, such Rules were not designed for small governing boards of public agencies, and in some instances conflict with the law. Accordingly, while many of the fundamental concepts of Robert's Rules of Order have been included within the provisions of this Ordinance, such Rules shall not technically apply to the affairs of the Board of Directors of this District. 1.11 SEAL OF THE DISTRICT The Seal, an impression of which is hereby affixed to this page and bearing the words "OTAY WATER DISTRICT founded January 27, 1956" is adopted as the official Seal of this District.