Bylaws

 Adopted December 22, 2010, last amended and approved by membership December 16, 2015

 

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Bylaws
of

ASSOCIATION OF CALIFORNIA CITIES – ORANGE COUNTY

A Chapter of the Association of California Cities – A California Public Benefit Corporation

ARTICLE I

The name of this chapter shall be: “Association of California Cities – Orange County”, sometimes also called “ACC-OC” in these Bylaws.

ARTICLE II – Purpose

Section A: Composition

The Association of California Cities – Orange County shall be composed of incorporated cities within the County of Orange which pay such dues assessments as may be determined by the Chapter, and such non-voting affiliate members as may be admitted from time to time.

Section B: Purposes and Functions

The ACC-OC is a chapter of the ACC and shall maintain itself as a chapter in good-standing with the ACC at all times.

The purpose and functions of this Chapter shall be:

  1. To advocate on behalf of its members the preservation and enhancement of local control.
  2. To hold periodic meetings to foster and disseminate knowledge relating to public policy impacting its members.
  3. To formulate policy and advocate the common interests of its members on local, regional, state and national issues.
  4. To serve as the hub for good public policy by acting as an information clearinghouse for information of value and relevance to its members.
  5. To facilitate dialogue between public officials and other government and private sector entities.
  6. To further the mission of the Association of California Cities, the parent organization of the ACC-OC.

ARTICLE III – Membership

Section A: Eligibility

Any incorporated city in Orange County is eligible for voting membership.

The Board may allow governmental or municipal agencies, private entities and individuals that are not member cities to join the Chapter as non-voting Affiliate members.

Section B: Suspension

Any member which is in arrears in payment of it dues assessment, as has been adopted by the Chapter, for a period of 30 days may be deemed suspended from membership, including all associated privileges including voting rights. It shall be the duty of the Chapter Chief Executive Officer to notify said member immediately.

Section C: Notices

Notice will be deemed given to all members and council members upon actual receipt or upon receipt by the city clerk of either electronic or written notice.

ARTICLE IV – Directors & Officers

Section A: Board of Directors

The affairs of the Chapter shall be conducted by a Board of Directors. The Board of Directors of the Chapter shall consist of the President, the First Vice President/Secretary and Second Vice President/Treasurer, Immediate Past President, the Chair of the Legislative and Regulatory Committee, three large city representatives and five supervisorial district representatives and the executive officer of such non-voting members affiliates as may be admitted by the board from time to time. A City Manager representative from a Member city and Chair of the Emeritus Council shall serve as a non-voting ex officio member of the Board of Directors.

Section B: Executive Committee

An Executive Committee will be comprised of the President, First Vice President/Secretary, Second Vice President/Treasurer, the Legislative and Regulatory Committee Chair, and the Immediate Past President, providing he/she is still in office.

Section C: Elections of ACC-OC Board Members

Except as set forth in this paragraph, election of the Board members shall be held at the Chapter’s regular meeting in March of each year.  Voting for offices shall be in the following order:  President, Vice President/Secretary, Second Vice President/Treasurer, three large city representatives and five Supervisorial district representatives. The eight largest member cities shall select the three large city representatives, while the cities in each of the five Supervisorial districts shall select one representative per district to the Board of Directors.   No city shall have more than one voting representative elected to the Board of Directors.  The Immediate Past President shall be the most recent eligible immediate past President. The Legislative and Regularoty Committee Chair will be elected at least 30 days prior to the end of the current Legislative Session to assume the office beginning with the commencement of the next Legislative Session.    In no event shall the governing body of any governmental agency Member require that, or appoint, one of its own governing body members be on the ACC-OC Board such that either the ACC-OC would be deemed a “local agency” for the purposes of the Brown Act and the Public Records Act and, any such action that may result in the same is hereby declared void ab initio

Section D: Terms and Vacancies

 

The President, Vice Presidents, Chair of the Legislative and Regulatory Committee, shall serve a term of one (1) year.   The three large city representatives and five district representatives shall serve staggered terms of two years until their successors are elected.  The Board shall have the authority to fill by appointment any and all vacancies in the position of a Director and Officer that arise between position terms without the need to obtain Member approval. See below for specific term information:

Position                                   Term              

President                                  Runs Every Year

1st Vice President                     Runs Every Year

2nd Vice President                    Runs Every Year

Legislative Committee Chair    Runs concurrent with Legislative Session

Past President                           Automatic

Large City Rep – 1                   Runs in Even Numbered Years

Large City Rep – 2                   Runs in Odd Numbered Years

Large City Rep – 3                   Runs in Even Numbered Years

District 1 Rep                           Runs in Odd Numbered Years

District 2 Rep                           Runs in Even Numbered Years

District 3 Rep                           Runs in Odd Numbered Years

District 4 Rep                           Runs in Even Numbered Years

District 5 Rep                           Runs in Odd Numbered Years

City Manager Rep                    Automatic Every Year – President of OCCMA

City Manager Rep                    Automatic Every Year – Chair of City Manager Committee

Emeritus Council Chair           Approved by the Board Each Year

ARTICLE V – Duties of Officers & Directors

Section A: President

It shall be the duty of the President to preside at the meetings of the Chapter and the Board of Directors, and to perform such other duties as ordinarily pertain to the office of President.

Section B: First Vice President/Secretary

The First Vice President/Secretary shall assume the duties of the President during the absence of the President, and shall meet with staff monthly to review minutes of Executive Committee and Board of Directors meetings.

Section C: Second Vice President/Treasurer

The Second Vice President/Treasurer shall assume the duties of the President during the absence of the President and First Vice-President/Secretary, and shall .meet with Chief Executive Officer to execute  2nd signature on checks over $5,000, to review financial records, check register and payroll records.  The Second Vice President/Treasure will act as liaison with accountant and report at each monthly Board meeting on oversight activities.

Section D: Chair of the Legislative Committee

It shall be the duty of the Chair of the Legislative and Regulatory Committee to preside at the meetings of the Legislative and Regulatory Committee.

Section E: The Board of Directors shall:

  1. Meet when called by the President to plan and coordinate the business and proposed activities to be brought before the Chapter.
  2. Prepare and present the annual budget to the membership for approval.
  3. Establish and conduct a recruitment process for the position of Chapter Chief Executive Officer, and recommend the appointment or removal of the Chapter Chief Executive Officer as it deems necessary or appropriate from time to time. The Chief Executive Officer of the Association has the authority to recruit, hire and terminate all other Chapter staff, as necessary, to carry out the work of the Chapter.
  4. Solicit and nominate individuals to represent the Chapter on various bodies as defined in Article IX of these Bylaws.
  5. Appoint the standing committees as defined in Article IX of these Bylaws.
  6. Appoint temporary and on-going task forces and committees as necessary.
  7. Have the authority to act on behalf of the Chapter on matters of concern, including legislative and policy matters subject to approval of the Chapter at its next regular meeting, or through the variety of member feedback mechanisms.

Section F: Executive Committee

The Executive Committee shall be responsible for working with the Chapter Chief Executive Officer on setting the Board of Directors monthly meeting agenda items, working with the Chapter Chief Executive Officer on preparation of an annual budget and presentation to the Board of Directors, identifying policy issues that need attention by the full Board, and may meet more frequently with the Chief Executive Officer to review and discuss current issues and administrative matters.

Section G: Association of California Cities Board Members

The Board of Directors will select two representatives to the Association Board of Directors, one voting elected official, and one non-voting member of the Board.

ARTICLE VI – Meetings

Section A: Regular

Regular meetings of the Chapter shall be held monthly, on the second (2nd) Thursday of each month, whenever possible.

Section B: Special

Special business meetings of the Chapter may be held at any time upon call of the President or upon petition of 25 percent of the member cities in good standing. No such special business meeting may be legally held, however, unless written notice thereof is given to the member municipalities at least ten (10) days in advance of such special meeting. Such notice shall specify the time, place and purpose of such special meeting, and no other business shall be transacted except that for which said meeting is called.

Section C: Chapter Member Policy Voting

The Board may from time to time submit policy matters to the Membership for a vote.  Such policy matters shall be agendized for a vote of the current member cities at a business meeting of the Chapter.   An affirmative vote of two-thirds (2/3) of member cities will be required for the Chapter to pass a Member Policy Vote.  The Chapter will not take positions on political matters such as partisan issues or ballot initiatives.

Section D: Quorum

A majority of the member cities shall constitute a quorum for the transaction of business at any meeting of the Chapter.

Section E: Voting

  1. A majority of the member cities present may act on any issue properly coming before any business meeting of the Chapter.
  2. Each member city shall have one vote. The vote shall be cast by the Mayor of each member city, or his/her Council Member designee, confirmed in writing and delivered to the Chapter prior to the vote.
  3. When taking positions on legislative matters and/or adopting the State and Federal Legislative Platforms, a weighted voting system may be used at the request of any member city prior to the vote. The weighted voting system shall require that a majority of member cities present at the meeting representing a majority of their total population will be required to act on the issue before the Chapter.
  4. There shall be no secret ballots.

Section F: Minutes

Minutes for Chapter business meetings will be approved at the following business meeting by a majority vote of members present.

Section G: Procedure

The conduct of meetings shall be governed by Robert’s Rules of Order (most recent published edition) where the question at issue is not determined by these Bylaws.

ARTICLE VII – Finances

Section A: Retention of Financial Professional

The Board of Directors and Chapter Chief Executive Officer, shall work with the Association financial professionals to oversee and maintain bookkeeping, financial reporting, tax filings and auditing functions for the Chapter.

Section B: Audit

The Board of Directors and Chapter Chief Executive Officer may engage the Association’s independent auditor to audit or review financial records of the Chapter for the preceding fiscal year and report the findings to the Chapter’s Board of Directors.

Section C: Budgeting

The Annual Budget of the Chapter for the succeeding calendar year shall be approved by the Board of Directors and then submitted to the Association by October 15 of each year.  Annual dues shall be approved by the Board of Directors first, and then put to a vote of the membership before dues invoices are issued.

Section D: Dues

Annual dues assessments shall be due and payable by January 1 of each year.

Section E: Fiscal Year

The fiscal year of the Chapter shall be from January 1 to December 31 of each year.

ARTICLE VIII – Standing Committees

Section A: Legislative and Regulatory Committee

The policies governing the responsibilities and procedures of the Legislative and Regulatory Committee are contained in the separate document entitled “Legislative and Regulatory Committee Procedures” and attached to the Bylaws as Appendix A.

ARTICLE IX –Elections

Section A: Procedure

 

1.         All elections shall be made through the application process, with the understanding that nominations may come from the floor on the day of the vote for the particular commission or committee.

 

(a)        All candidates for Chapter positions or positions on regional bodies or commissions for which the Chapter makes appointments shall be elected officials, except as otherwise provided by law.

 

(b)        A majority of the cities present (if a quorum was achieved) is necessary to              appoint representatives to boards, commissions, or regional bodies. If there are three or more nominees for a position and none receives a majority vote of the number of members present, then all but the two nominees with the greatest number of votes shall be removed and the balloting repeated. If neither receives the required majority vote after two additional ballots, the meeting shall be continued to a subsequent time for further consideration. This rule limiting the number of ballots to a total of three (3) may be suspended upon a two-thirds (2/3) vote of eligible cities present. If the tie is still not broken after three votes and the body does not vote to suspend the three ballot limit, a coin toss by the Chapter Chief Executive Officer will break the tie.

 

2.         Each appointment made shall be announced at the meeting.

ARTICLE X – Amendments

Section A: Written Notice

Proposed amendments to these Bylaws must first be submitted in writing to the members of the Chapter for consideration and study at least thirty (30) days prior to the date of the meeting at which the proposed Bylaw amendments are to be acted upon.

Section B: Authority

These Bylaws may be amended at a meeting where:

  1. two-thirds (2/3) of all member cities are present, and then

upon affirmative action of a majority of all member cities, whether present or not.

Amendments to the Bylaws shall be submitted to the Association for approval, such approval not to be unreasonably withheld.

Appendix A

CHAPTER LEGISLATIVE Committee Procedures

Section A: Membership

  1. The Chapter Legislative Committee (“Committee”) shall be composed of mayors and council members from Orange County cities. Any current mayor or council member is eligible to participate on the Committee, however only representatives of Chapter member cities are eligible to vote, and must be present at the meeting to vote. The goal of the ACC-OC is to have a representative from each member city. Any vacancies will be appointed by the Committee Chair.
  2. The Committee shall include a representative, who shall be an elected official from each member city who shall vote on behalf of that city’s interests. There shall be no limit to the number of staff members and elected officials from a member city who may attend Committee meetings. However, only committee member, who shall be an elected official, may cast a vote.
  3. Notwithstanding their inability to vote on Committee matters, affiliate members, member city staff, and member city elected officials not selected to represent their respective cities shall have the power to make first and second motions.

Section B: Purposes and Functions

The purposes of the Chapter Legislative and Regulatory Committee shall be to advocate for legislation of import to Chapter Members, recommend to the Board an annual legislative platform and maintain a working knowledge of the positions of Chapter members on issues and legislative matters of import in order to adequately represent Chapter member priorities and positions.

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