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Bylaws - Peninsula Division I' 10/04/89 ..' BYLAWS OF THE SANTA CLARA COUNTY CITIES ASSOCIATION A SECTION OF THE PENINSULA DIVISION LEAGUE OF CALIFORNIA CITIES PREAMBLE For the purpose of improving cooperation among city governments in addressing issues of common interest, the cities of Santa Clara County have established the Santa Clara County Cities Association. The intention of this association is to consolidate and maintain the functions and purposes of the Intercity Council (ICC), Santa Clara County Mayor's Conference, and the City Selection Committee for Santa Clara County. Organized as a section of the Peninsula Division, League of California Cities, this association is also intended to maximize the influence of Santa Clara County cities in the establishment of League policy and state-wide legislation. The approvers of these bylaws recognize the vital roles played bythe~ICC, Mayor's Conference, and the City Selection Committee and further recognize the strengthening of these roles which can be accomplished through consolidation into a single umbrella organization for Santa Clara County cities. ARTICLE I " NAME, PURPOSE AND POWERS Section 1. Name. The name of this unincorporated associatlon shall be the Santa Clara County Cities Association, a Section of the Peninsula Division of the League of California Cities, hereinafter referred to as the "Section." Section 2. Principal Place of Business. The principal place of business of this Section shall be such place within the County of Santa Clara as may be designated from time to time by the Board of Directors of this Section; and if none has been so designated, such place of business shall be the City Hall of the City of which the Section President is a member of the legislative body. Secti on 3. this Sectlon shall be as follows: Purpose. The purposes and functions of a. To review, study, develop consensus positions, and recommend on issues of interest to Santa Clara County cities; b. To develop a common agenda for Santa Clara County cities; 3149C -1- VII. /1. 10/04/89 ~ c. To serve as a unified voice for Santa Clara County cities in relationship to other agencies, organizations, and levels of government, including the Peninsula Division of the League of California Cities; d. To serve as the City Selection Committee pursuant to Government Code ~~ 50270 et seq. and make appointments to regional and local bodies as provided by law; e. To assist in development of state-wide legislative policy through the structure of the League of. California Cities; f. To serve as a source of education, information and networking for officials from all cities in Santa Clara County; g. To provide a forum for non-city individuals, groups and organizations and the private sector to address items of interest to Santa Clara County cities. Section 4. Powers. The Section may exercise any lawful power in the furtherance of its purposes as determined by the Board of Directors except that it may not incur any liability binding upon its members nor levy any assessment against its members other~han the normal dues established under Article VII of these By-Laws. ARTICLE II MEMBERSHIP Section 1. Membership. Each City in Santa Clara County which is a member of the League of California Cities and which has paid in full the Section dues required under Article VII of these By-Laws shall be a member of the Section. . Section 2. Suspension. Any City which is delinquent in payment of its annual dues assessment shall automatically be deemed suspended from membership, and it shall be the duty of the Secretary-Treasurer to notify the city immediately. A member city which has been suspended shall be reinstated to membership only after the city has paid the total dues assessment for the period of suspension. ARTICLE III BOARD OF DIRECTORS Section 1. Selection and Tenure. The Board of Directors of this Section shall be composed of a representative from each member city, selected by and from the legislative body thereof. Each Board member shall hold office at the pleasure of his or her city's legislative body, and selection shall be made in such manner as the respective legislative bodies of member cities may themselves determine. 3149C -2- 10/04/89 Section 2. Alternates. The legislative body of a member city may, in ~ its discretlon, select from among its members an alternate to represent that City on the Board of Directors and vote in the absence of the member from that city. Section 3. Notice of Appointment. The legislative bOdy of each member city shall, immediately upon the selection of one of its members as a member of Board of Directors, or as alternate, advise the Section Secretary/Treasurer of such appointment. Section 4. Ex Officio Member. The City Manager's Committee of the Section may appoint one of its memoers to serve as an ex officio member of the Board of Directors. The ex officio member may participate in deliberations but shall not participate in voting or in any of the privileges of membership, and shall not be counted for the purpose of determining whether a quorum of the Board is present. Section 5. Compensation. No member of the Board of Directors, including officers, shall recelve any compensation from the Section for his or her services as a member of the Board. No member of the Board, including officers, shall be entitled to reimbursement from the Section for expenses incurred on Section business unless such reimbursement shall be authorized in advance by the Board of Directors. Section 6. Duties. It is the responsibility of the members of the Board to report to and solicit comments from their fellow City Council members on major issues and to keep their City Councils informed of the business of the Secti on. . ARTICLE IV OFFICERS Section 1. Officers Designated. The following officers of this Section shall be elected by the Board of Directors: President, First Vice President, and Second Vice President. A Secretary/Treasurer shall. be appointed by the Board of Directors. Section 2. Term of Office. The term of office for all officers shall commence lmmediately upon election and shall be for a period of one (1) year. No person shall hold the same office for more than (2) consecutive terms. Election of Officers shall take place at the first meeting of the Board of Directors and annually thereafter at the annual meeting of the League of California Cities. Secti on 3. Duties. a. President. It shall be the duty of the President to preside at the meetings of the Board of Directors and to perform such other duties as ordinarily pertain to the office of President of like types of organizations. 3149C -3- " 10/04/89 b. Vice Presidents. It shall be the duty of the First and Second Vice Presidents, in that order, to act in the place and instead of the President during the President's absence or inability to act. c. Secretary/Treasurer. The Secretary/Treasurer shall record the mlnutes of all meetings of the Board of Directors and prepare, mail, and post all notices of the meetings of the Board. The Secretary/Treasurer shall also maintain all financial records and receive and dispense all funds of the section in accordance with these Bylaws and the direction of the Board of Directors. The day-to-day operation of the office of Secretary/Treasurer may be delegated to an Executive Secretary for the Section, which position shall be nonvoting. Section 4. Executive Secretary. The Board of Directors may appoint an Executlve Secretary who shall hold office until he or she resigns or is removed by the Board of Directors. The Executive Secretary shall have such duties as may be determined by the Board of Directors. Section 5. Nominating Committee. A nominating committee consisting of three Board Members shall be appolnted by the President two meetings before the meeting at which officers for the following year will be elected. At the meeting immediately before the electiqp, this committee shall present its nominations for officers for the following year. Additional nominations may be made from the floor at the meeting where the election is to be conducted, providing the consent of the nominee has been secured. ARTICLE V MEETINGS Section 1. Schedule and Locations. Regular meetings of the Board of Directors shall be held, at a mlnlmum, every other month at a time and location determined by the Board of Directors. The Board of Directors shall schedule periodic meetings for the general membership, to include all members of legislative bodies of member cities. Section 2. Notice. Notice of the time and place of all regular meetings shall be glven in writing by the Secretary/Treasurer to all members of the Board at least seven days prior to the meeting. Such notices shall be sent by United States mail, postage prepaid, or shall be personally delivered. Notice of special meetings shall be given by the Secretary/Treasurer to all Board members in the manner required by the Government Code Section 54956. The Secretary/Treasurer shall be responsible for preparing and posting agendas of Board meetings in compliance with Government Code Section 54954.2. Section 3. Quorum. A majority of the members of the Board of Directors shall constitute a quorum at any such regular or special meeting. 3149C -4- ;0/04/89 t Section 4. Rules of Order. Subject to the provisions of these By-Laws, Robert's Rules of Order shall prevail at all meetings of the Board of Directors. Section 5. Agendas and Minutes. Agendas and minutes of all meetings shall be sent to the City Clerks of each City for distribution to all members of the cities' legislative bodies. ARTICLE VI COMMITTEES Section 1. Committees Authorized. The President, with the consent and approval of the Board of Directors, may appoint such committees as may be necessary from time to time, designating the chair and the purpose of each such committee. Any officer or employee of any member city shall be eligible to serve upon any such committee. Section 2. City Selection Committee. There shall be a City Selection Committee of thlS section WhlCh shall have the membership and purposes set forth in Government COQe Sections 50270-50279.4 and which shall be governed by the requirements of such sections. The membership of the City Selection Committee shall consist of the Mayor or Mayor's designee of each city in the County, whether or not any such city is a member of the Section. The County Clerk or the County Clerk's deputy shall act as the permanent secretary and recording officer of the committee. Section 3. City Manager's Committee. The City Manager's Assoclatlon of Santa Clara County shall serve as an advisory committee to the Section. The City Manager's Committee may choose an ex officio representative to the Board of Directors. Section 4. Quorum. The quorum for each committee shall be determlned by the BOard at such time as the'committee is created. ARTICLE VII FINANCES Section 1. Budget. On or before April 1 of each calendar year, the Board of Directors shall approve a preliminary budget for the Section for the fiscal year commencing with July 1 of the same calendar year. The Board of Directors shall adopt a final budget no later than June 1 of each year. A copy of the preliminary budget when approved and a copy of the final budget when adopted shall be transmitted to each member City. 3149C -5- 10/04/89 Section 2. Dues. Each member City shall pay to this Section annual dues in accordance with a dues schedule adopted by the Board of Directors on or before June 1 of each year. Dues shall be for the fiscal year commencing July 1 and shall be an equal amount for each member city based upon the approved budget. The full amount shall be due and payable before July 1 of each year. Any city becoming a member of this Section during a fiscal year shall pay the full dues for that year prior to exercising any rights of membership. Section 3. Funds. All funds received by the Section from the membershlp or any other source shall be deposited in a financial institution or institutions determined by the Secretary/Treasurer and disbursed only by check signed by the Secretary/Treasurer and countersigned by the President. Section 4. Accounting. Annually, upon the election of the Secretary/Treasurer, the outgoing Secretary/Treasurer shall submit a complete written account of all receipts and disbursements during the previous year, showing the opening and closing balances. Copies thereof shall be filed with the Board of Directors. ARTICLE VIII ADOPTION AND AMENDMENTS Section 1. Adoption. These By-Laws shall become effective upon affirmative vote of the legislative bodies of two-thirds of the cities in Santa Clara County. Section 2. Amendments. These By-Laws may be amended only in the followlng manner: Proposed amendments shall be submitted in writing to the Board of Directors for approval, and if approved, shall thereafter be submitted in writing to each member city of the Section at least thirty (30) days before action thereon is required by the memberShip. An affirmative vote of two-thirds of the legislative bodies of the member cities shall be required for approval. 3l49C -6- BYLAWS of the SANTA CLARA COUNTY CITIES ASSOCIATION A SECTION OF THE PENINSULA DMSION LEAGUE OF CALIFORNIA CITIES (Amended June 8, 1995) PREAMBLE For the purpose of improving cooperation among city governments in addressing issues of common interest, the cities of Santa Clara County have established the Santa Clara County Cities Association. The intention of this association is to consolidate and maintain the functions and purposes of the Intercity Council (ICC), Santa Clara County Mayor's Conference, and the City Selection Committee for Santa Clara County. Organized as a section of the Peninsula Division, League of California Cities, this association is also intended to maximize the influence of Santa Clara County cities in the establishment of League policy and state-wide legislation. The approvers of these bylaws recognize the vital roles played by the ICC, Mayor's Conference, and the City Selection Committee and further recognize the strengthening of these roles which can be accom- plished through consolidation into a single umbrella organization for Santa Clara County cities. ARTICLE I NAME, PURPOSE AND POWERS Section 1. Name. The name of this unincorporated association shall be the Santa Clara County Cities Association, a Section of the Peninsula Division of the League of California Cities, hereinafter referred to as the "Section." Section 2. Principal Place of Business. The principal place of business of this Section shall be such place within the County of Santa Clara as may be designated from time to time by the Board of Directors of this Section; and if none has been so designat- ed, such place of business shall be the City Hall of the City of which the Section President is a member of the legislative body. Section 3. Purpose. The purposes and functions of this Section shall be as follows: a. To review, study, develop consensus positions, and recommend on issues of interest to Santa Clara County cities; b. To develop a common agenda for Santa Clara County cities; c. To serve as a unified voice for Santa Clara County cities in relationship to other agencies, organizations, and levels of government, including the Peninsula Division of the League of California Cities; d. To serve as the City Selection Committee pursuant to Government Code section 50270 et seq. and make appointments to regional and local bodies as provided by law; e. To assist in development of state-wide legislative policy through the struc- ture of the League of California Cities; f. To serve as a source of education, information and networking for officials from all cities in Santa Clara County; g. To provide a forum for non-city individuals, groups and organizations and the private sector to address items of interest to Santa Clara County cities. Section 4. Powers. The Section may exercise any lawful power in the further- ance of its purposes as determined by the Board of Directors except that it may not incur any liability binding upon its members nor levy any assessment against its members other than the normal dues established under Article VII of these Bylaws. ARTICLE II MEMBERSHIP Section 1. Membership. Each City in Santa Clara County which is a member of the League of California Cities and which has paid in full the Section dues required under Article VII of these Bylaws shall be a member of the Section. Section 2. Suspension. Any City which is delinquent in payment of its dues shall automatically be deemed suspended from membership sixty (60) days after the date on which payment is due if the full payment has not been received, and it shaH be the duty of the Secretaryffreasurer to promptly notify the City of its delinquency. A suspended member City shall not be permitted to participate in any Section proceedings except the City Selection Committee representation. A suspended member City shall be restored to full membership upon its payment of the total dues assessment then due and payable in accordance with Article VII, Section 2. ARTI CLE III BOARD OF DIRECTORS Section 1. Selection and Tenure. The Board of Directors of this Section shall be composed of a representative from each member city, selected by and from the legisla- tive body thereof. Each Board member shall hold office at the pleasure of his or her 2 City's legislative body, and selection shall be made in such manner as the respective legislative bodies of member Cities may themselves determine. Section 2. Alternates. The legislative body of a member City may, in its discretion, select from among its members an alternate to represent that City on the Board of Directors and vote in the absence of the member from that City. Section 3. Notice of Appointment. The legislative body of each member City shall, immediately upon the selection of one of its members as a member of Board of Directors, or as alternate, advise the Section Secretaryffreasurer of such appointment. Section 4. Ex Officio Member. The City Managers' Committee of the Section may appoint one of its members to serve as an ex officio member of the Board of Directors. The ex officio member may participate in deliberations but shall not partici- pate in voting or in any of the privileges of membership, and shall not be counted for the purpose of determining whether a quorum of the Board is present. Section 5. Compensation. No member of the Board of Directors, including officers, shall receive any compensation from the Section for his or her services as a member of the Board. No member of the Board, including officers, shall be entitled to reimbursement from the Section for expenses incurred on Section business unless such reimbursement shall be authorized in advance by the Board of Directors. Section 6. Duties. It is the responsibility of the members of the Board to report to and solicit comments from their fellow City Council members on major issues and to keep their City Councils informed on the business of the Section. ARTICLE IV OFFICERS Section 1. Officers Designated. The following officers of this Section shall be elected by the Board of Directors: President, First Vice President, Second Vice President and Secretaryffreasurer. Section 2. Term of Office. a. The regular term of office for all officers shall commence upon election and shall be for a period of one (1) year. No person shall hold the same office for more than two (2) consecutive full terms. b. Election of officers shall take place at the first meeting of the Board of Directors and annually thereafter at the regular meeting of the Board of Directors in December. c. In the event a vacancy occurs during any officer's term of office, the Board of Directors shall determine whether to fill the unexpired portion of the 3 term at a regular or a special meeting. If such a determination is made, the then presiding officer shall appoint a nominating committee consisting of three (3) Board members which shall present its recommendations for filling the vacancy to the Board of Directors at the earliest practicable time and in accordance with the notice provisions set forth in Article V, Section 2. A person who is appointed to fill the unexpired portion of the term is not rendered ineligible to hold the same office in accordance with the provisions of Article IV, Section 2(a). Section 3. Duties. a. President. It shall be the duty of the President to preside at the meetings of the Board of Directors and to perform such other duties as ordinarily pertain to the office of President of like types of organizations. b. Vice Presidents. It shall be the duty of the First and Second Vice Presi- dents, in that order, to act in the place and stead of the President during the President's absence or inability to act. c. Secretaryffreasurer. The Secretaryffreasurer shall review all financial accounts and records to determine that they are in accordance with these Bylaws and the directions of the Board of Directors. The Secre- taryffreasurer shall see that minutes of all Board and Committee meetings are recorded, notice of meetings of the Board are posted, and that all receipts and disbursal of funds by the Section are done in accordance with these Bylaws and the direction of the Board of Directors. The day-to-day operation of the office of Secretaryffreasurer may be delegated to an Administrator for the Section, which position shall be nonvoting. Section 4. Administrator. The Board of Directors may appoint an Administra- tor who shall hold office until he or she resigns or is removed by the Board of Directors. The Administrator shall have such duties as may be determined by the Board of Directors. Section 5. Nominating Committee. A nominating committee consisting of three (3) Board members shall be appointed by the President no later than two (2) meetings before the meeting at which officers for the following year will be elected. At the meeting immediately preceding the meeting for the election of officers, this committee shall present its nominations for officers for the following year. Additional nominations may be made from the floor at the meeting where the election is to be conducted, providing the consent of the nominee has been secured. 4 ARTICLE V MEETINGS Section 1. Schedule and Locations. Regular meetings of the Board of Directors shall be held, at a minimum, every other month at a time and location determined by the Board of Directors. The Board of Directors shaH schedule periodic meetings of the general membership, to include all members of legislative bodies of member Cities. Section 2. Notice. Notice of the time and place of all regular meetings shaH be given in writing by the Secretaryffreasurer or a designee to all members of the Board at least seven days prior to the meeting. Such notices shall be sent by United States mail, postage prepaid, or shall be personally delivered. Notice of special meetings shaH be given by the Secretaryffreasurer or a designee to all Board members in the manner required by Government Code section 54956. The Secretaryffreasurer shaH be responsi- ble for preparing and posting agendas of Board meetings in compliance with Govern- ment Code section 54954.2. Section 3. Quorum. A majority of the members of the Board of Directors shall constitute a quorum to do business at any such regular or special meeting. For the purposes of a quorum and all matters requiring a vote of the Board of Directors, the presiding officer may serve as his or her City's representative or designate his or her City's attending alternate to serve as that City's representative. Section 4. Voting. The affirmative vote of a majority of the members of the Board of Directors present shall be necessary for the Board of Directors to take action. Section 5. Rules of Order. Subject to the provisions of these By-Laws, the meetings of the Board of Directors shaH be governed by Robert's Rules of Order. Newly Revised. ARTICLE VI COMMITIEES Section 1. Standing Committees. a. Executive Committee. The Executive Committee shaH act to accomplish, administer and facilitate the goals and the purposes of the Section at the direction of the Board of Directors. The Executive Committee shall consist of the officers of this Section, the Immediate Past President, if still a Board member, and a Director at Large. The Director at Large shaH be a Board member appointed by the President upon approval of the Board. A second 5 Director at Large may be appointed in the same manner if the Immediate Past President is no longer a Board member. b. City Selection Committee. There shall be a City Selection Committee of this Section which shall have the membership and purposes set forth in Government Code sections 50270-50279.4 and which shan be governed by the requirements of such sections. The membership of the City Selection Committee shall consist of the Mayor or Mayor's designee of each City in the County, whether or not any such City is a member of the Section. The County Clerk or the County Clerk's deputy shan act as the permanent secretary and recording officer of the City Selection Committee. c. City Manager's Committee. The City Managers' Association of Santa Clara County shall serve as an advisory committee to the Section. The City Managers' Committee may choose an ex officio representative to the Board of Directors. Section 2. Other Committees Authorized. a. A nominating committee will be appointed as required and in accordance with the provisions of Article IV. b. The President, with the consent and approval of the Board of Directors, may appoint such committees as may be necessary from time to time, and designate the chair and the purpose of each such committee. Any officer or employee of any member City shall be eligible to serve upon any such committee. Section 3. Quorum. The quorum for each committee except the City Selection Committee shall be determined by the Board at such time as the committee is created. ARTICLE VII FINANCES Section 1. Budget. On or before April 15 of each calendar year, the Board of Directors shall approve a preliminary budget for the Section for the fiscal year com- mencing with July 1 of the same calendar year. The Board of Directors shaH adopt a final budget no later than June 15 of each year. A copy of the preliminary budget when approved and a copy of the final budget when adopted shall be transmitted to each member City. Section 2. Dues. Each member City shall pay to this Section annual dues in accordance with a dues schedule adopted by the Board of Directors on or before June 1 of each year. Dues shan be for the fiscal year commencing July 1 and shan be an equal amount for each member City based upon the approved budget. The fun amount shall be due and payable before July 1 of each year. Any City becoming a member of 6 this Section during a fiscal year shall pay the full dues for that year prior to exercising any rights of membership. Section 3. Funds. All funds received by the Section from the membership or any other source shall be deposited in a financial institution or institutions determined by the Secretaryffreasurer and disbursed only by check signed by any two of those persons designated by the Board of Directors as signers on the account including the Administra- tor, the Secretaryffreasurer and the President. Section 4. Accounting. Annually, a complete written account of all receipts and disbursements during the previous year, showing the opening and dosing balances shaH be prepared by the Secretaryffreasurer or a designee. Copies thereof shaH be filed with the Board of Directors. ARTICLE VIII ADOPTION AND AMENDMENTS Section 1. Adoption. These Bylaws shall become effective upon the affirmative vote of the legislative bodies of two-thirds of the cities in Santa Clara County. Section 2. Amendments. These Bylaws may be amended only in the following manner: Proposed amendments shall be submitted in writing to the Board of Directors for approval, and if approved, shall thereafter be submitted in writing to each member City of the Section at least thirty (30) days before action thereon is required by the membership. An affirmative vote of two-thirds of the legislative bodies of the member Cities shall be required for approval. 7