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
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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.
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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.
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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.
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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
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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
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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.
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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.
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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.
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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.