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Bylaws . BYLAtJS of the ASSOCIATION OF BAY AREA GOVERNMENTS PREAMBLE The Association of Bay Area Governments is hereby created as an agency established by agreem8Qt among its members pursuant to the Joint Exercise of Powers Act. The Association is organized for the permanent establishment of a forum for discussion and study of metropolitan area problems of mutual interest and concern to the counties and cities of the San Francisco Bay Area and for de- velopment of policy and action recommendations. ARTICLE "0 FUNCTIONS The functions of the Association shall include: A. Review of Governme~tal Proposals. The review of proposals for metro- politan area or regional governmental units or agencies, and the making of appro- priate policy or action recommendations, B~ Study cf Netropolitan Area Problems 0 TL~ identification and study of problems, functions and services in the San-'Francisco Bay Metropolitan Area, and the making of appropriate policy or action recommendations. C. Other Functions. Such other metropolitan or regional functions as the General Assembly shall deem appropriate for the Association. ARTICLE II. DEFINITIONS A. MetroEQlitan Problem. A metropolitan problem is one that meets the following criteria: 1. The geographic area in which the problem is evident must include at least a portion of each of the nine Bay Area counties, as enu~erated in these Bylaws, and the solution of which evidently will not be achieved through conven- tional methods or through intercounty cooperation; and 2. A solution is required by considerations of public health, safety or welfare. B. Regional- Problem" A regional problem is one that meets all the cri- teria for a metropolitan problem except that the geographic area includes less than a portion of each county considered to be within the metropolitan area as defined in these Byl''',7s. C~ Association. The Association, as used in these Bylaws, means the Association of Bay Area Governments as established by these Bylaws. Article II. Definitions (Cont.) D. General Assembly. As used in these-.BylawS-, meanRa meeting of the official representatives of the members of the Association of Bay Area Governments. E. Official Representative. As used in these Bylaws, means the mayor or member of the governing body of each member city and the chairman of the board of supervisors or member of the governing body of each member county, or their duly designated alternates. ARTICLE III. MEMBERSHIP AND MEETINGS A. Hembership 1. All cities and all counties within the area of the counties of Alameda, Contra Costa, Marin, Napa, San Francisco, San Mateo, Santa Clara, Solano, and Sonoma are eligible for membership in the Association of Bay Area Governments. The mayor or member of the governing body of each member city and the chairman of the board of supervisors or member of the governing body of each member county, or their respective alternates, shall represent such members in the General Assembly. Alternates shall be designated by the city councils or the boards of supervisors, and must be members of those bodies, except in the City and County of San Francisco. The mayor of the City of San Francisco may designate as his alternate any officer of the City and County of San Francisco. This officer need not be an elected official of the City and County of San Francisco. 2. Each member county and city shall have one seat in the General Assembly. San Francisco shall be counted as both a city and county for purposes of membership. Each city incorporated within the nine Bay Area counties enumer- ated above after the formation of the Association shall automatically be entitled to membership, subject to the provisions of Subsection 3 of this Section A. 3. Membership shall be contingent upon the execution of the Joint Powers Agreement and the payment by each county and city of each annual assessment. 4. Any county or city in the nine-county area, set forth in Subsec- tion A. 1 of this Article III, may become a member after the initial formation of this Association, provided that all provisions of Article III are met by the jurisdiction seeking membership. B. Meetings 1. Regular meetings of the General Assembly shall be held twice each year. The annual meeting shall be held in the month of February and the other regular meeting in the fall. Special meetings of the General As~embly may be called by the Executive Committee upon its own motion and shall be called by the Executive Committee upon written request of 15 member cities and 3 member counties. Ten days' writt2D notice of a special meeting shall be given to the official rep- resentative of each member county and city. An agenda specifying the subject of the special meeting shall accompany the notice. 2. The time, date, and location of both regular meetings of the General Assembly shall be determined by the Executive Committee. - 2 - Article III. Hembership and Meetings (Cont.) 3. Notice of both regular meetings of the General Assembly shall be given to the official representative of each member county and city at least 30 days prior to each meeting. An agenda for the meeting shall accompany the notice. 4. The Exccutive Committee shall meet at least four times each year. Additional meetings shall be held upon ,the call of the Chairman or upon the call of five members of the Executive Committee. 5. Other Association committces shall meet on the call of their chairmen. ARTICLE IV. GENERAL ASSEMBLY The powers and functions of the Gcneral Assembly shall include: A. The making of policy decisions and the determination of policy matters for the Association. B. Any official representative may at any meeting of thc Gencral Assembly propose a subject or subjects for study by the Association. The General Assembly may take action upon such proposals and, if requested by arty official reprcsenta- tive, determine whethcr a study will be made of the subject or subjects so pro- posed or may refer such subject or subjects to the Executive Committee. C. Any official reprcscntativc may at any meeting of thc General Assembly requcst review by the General Assembly of any action of the Exccutive Committee which has been taken between meetings of the General Assembly. D. Each year at its annual meeting the General Assembly shall review the proposed budget and assessment schedule submitted by the Executive Committee and shall adopt an annual budget and an assessment schedule. ARTICLE V. EXECUTIVE COMMITTEE A. Executive Committee. There shall be an Executive Committee of the Association which shall be organized and shall be responsible for functions as hereinafter set forth: 1. Membership. The membership of the Executive Committee shall be: a. The official representative from one of the membcr cities in each of the ninc Bay Area counties enumerated in Section A. 1 of Article III above, to be appointed by the mayors of member cities meeting in conference in each county. An alternate shall be appointed in the Same way. * b. The official rcpresentative of each of the member counties. The alternate designated to represent each member county in the General Assembly shall likewisc scrve as alternate on the Executive Committee. * *As amended February 24, 1961 - 3 - Article V. Executive Com~ittee (Cont.) c. The Executive Committee memqers chosen under subsections (a) and (b) above may collectively elect not to exceed six other members-at-large from among the elected legislative officials of the counties and cities of the Bay Area. Hembers so chosen shall serve one-year terms as full and equal members of the Executive Committee. An alternate for each member-at-large shall be chosen in the same manner and for the same term. * d. The President and Vice President of the Association, who shall be ex officio voting members of the Executive Committee. 2. Terms of Office. Executive Committee members, other than the President or the Vice President of the Association and the Executive Committee members-at-large, shall serve for terms of two years. Appointments to the Execu- tive Committee shall become effective biennially on July 1. The first appoint- ments to the Executive Committee shall be made within thirty (30) days after the Agreement forming the Association is effective, and the terms of such members first appointed shall commence immediately upon their appointment. The terms of one-half of such members first appointed shall terminate on July 1, 1961, and the terms of one-half of such members first appointed shall terminate on July 1, 1962, in accordance with the provisions of Article V, A. 3. Successive appointments to the Executive Committee may be made at the discretion of the appointing authority. 3. Staggered Terms. The terms of the members of the Executive Com- mittee, other than the President or the Vice President or the members-at-large, shall be staggered so that the terms of approximately one-half of the members shall expire each year. The terms of the members of the Executive Committee rep- resenting the cities in the counties of Alameda, Harin, Napa, San Francisco (mayor or his representative), and Santa Clara, and the county repres€ntatives from the counties of Contra Costa, San Mateo, Solano, and Sonoma shall expire in the even- numbered years; the terms of the members of the Executive Committee from the cities in the counties of Contra Costa, San Mateo, Solano, and Sonoma, and the county representatives from the counties of Alameda, Marin, Napa, San Francisco (representative of Board of Supervisors), and Santa Clara shall expire in the odd- numbered years. 4. Officers. The President and the Vice President of the Association shall be chairman and vice chairman, respectively, of the Executive Committee. S. Duties. il. The Executive Committee shall review and may revise, amend, increase or decrease the proposed annual budget as prepared by the Executive Di- rector. Each year the proposed budget and the assessment schedule based upon such proposed budget, as approved by the Executive Committee, shall be submitted to the General Assembly at the annual meeting. After adoption of the annual budget and assessment schedule by the General Assembly, the Executive Comnlittee shall con- trol all expenditures in accordance with such budget. 1) The Executive Committee shall have power to transfer funds within the total budget amount in order to meet unanticipated needs or changed situations. Such action shall be reported to the General Assembly at its next meeting. 2) At each regular meeting of the General Assembly the Execu- tive Committee shall report budget and financial transactions since the previous regular meeting. *As amended February 24, 1961 - 4 - Article V. Executive Committee (Cont.) 3) For the purpose of considering budget matters, the Executive Committee may appoint a Finance Subcommittee consisting of six members of the Executive Committee. Three members of the Finance Subcommittee shall be county representatives and three members shall be city representatives. b. The Executive Committee shall submit a full report of its ac- tivities at the General AssemblyTs annual meeting in February of each year. c. The Executive Committee shall have the authority to appoint, fix the salary of, and remove an Executive Director of the Association and shall have the authority to create and discontinue positions in the office of the Execu- tive Director and fix salaries. d. The Executive Committee shall have the power to appoint com- mittees to study specific problems, programs, or other matters which the Executive Committee or General Assembly have approved for study. c. Recommendations from committees for policy decisions shall be made to the Executive Committee. The Executive Committee shall submit such rec- ommendations with its comments and recommendations to the General Assembly for action. f. The Executive Committee shall be responsible for carrying out policy decisions made by the General Assembly. ARTICLE VI. VOTING A. Voting in the General Assembly shall be conducted in the following manner: 1. A quorum of the General Assembly shall consist of a majority of the official city representatives and a majori'ty of the official county representatives. 2. Each official county representative and each official city repre- sentative shall have one vote. Votes shall be tabulated separately for county rep- resentatives and for city representatives. The affirmative votes of a majority of a quorum of county representatives and of a majority of a quorum of city repre- sentatives arc required for policy recommendations or action. B. Voting in General Assembly meetings may be either by voice or roll call vote. A roll call vote shall be conducted upon the demand of five official repre- sentatives present, or at the discretion of the presiding officer. C. Voting in the Executive Committee shall be conducted in the following manner: I. A majority of the members of the Executive Committee ~hall consti- tute a quorum. 2. The affirmative votes of a majority of the quorum are required for action by the Executive Committee with the exceptions set out below. - 5 - . . Artiele VI. Voting (Cont.) 3. In order to recommend the annual budget to the General A~sembly, the affirmative vote of not less than a majority of the Executive Committee mem- bership is required. 4. In order to appoint or remove the Executive Director, the affirma- tive vote of not less than a majority of the Executive Committee membership is required. D. All other committees of the Association may act upon the affirmative vote of a majority of the committee members present. ARTICLE VII. OFFICERS, ELECTIONS AND VACANCIES A. Officers of the Association shall consist of a President, a Vice Presi- dent, and a Secretary-Treasurer. B. The President and the Vice President shall be chosen annually from among the official representatives in the following manner: A Nominating Commit- tee consisting of not less than six official representatives shall be appointed by the retiring President at least two weeks prior to the annual meeting of the General Assembly. This committee shall propose a slate of candidates for the offices of President and Vice President. Nominations may also be made from the floor by any official representative present. A majority vote of the official representatives present is required for election to any office. In the event such majority is not obtained for any office on the first ballot, a sccond ballot shall be taken with the voting limited to the two candidates receiving the highcst num- ber of votes on the first ballot for such office. 1. The President and the Vice President of the Association shall alternately be a county representative and a city representative. C. Elections shall be held at the annual meeting of the General Asscmbly. Newly elected officers shall take office on adjournment of this meeting. An ex- ception to this procedure shall be made for the initial election of a President and a Vice President. In order that initial direction may be given to Association affairs, the first President and Vice President shall be elected by the Executive Committee. D. Each person who is an official representative shall cease to be such immediately upon his ceasing for any rcason to bc the mayor or member of the leg- islative body of a member city or chairman of a board of supervisors or membor of the legislative body of a member county. Any altornate shall immediately be dis- qualified and cease to be such alternate upon his ceasing to be a member of the legislative body of the member county or city which so designated him. E. A vacancy shall immediately occur in the office of President or Vice President upon the resignation or death of the person holding such office or upon his ceasing to be an official representative of a member city or county. Upon a vacancy occurring in the office of President, the Vice President shall automati- cally and without furthcr action become Presidcnt for the balance of the unex- pircd term. Upon a vacancy occurring in the office of Vicc President, the Execu- tive Committee shall select a Vice Prcsident from among thc official representa- tives to serve for the balance of the unexpired term. - 6 -